The Hong Kong Stock Exchange has been the first "empty shell company"

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The Hong Kong Stock Exchange has been the first "empty shell company"

2022-01-20 06:03:32 43 ℃

The Hong Kong Stock Exchange will usher in a unique listed company.

It doesn't have actual business, and there is no profitable goal. It may not be reached in two years, but there are still many investors who are willing to pay. Such a batch of only cash, there is no industry company will appear at the Hong Kong Stock Exchange, and people call them a SPAC (Special purpose M & A company).

On January 17th, the Hong Kong Stock Exchange disclosed that China Merchants Bank "Have" and indirectly controlled company AAC (Aquila Acquisition Corporation) submitted a statement. It will become the first SPAC, Hong Kong Stock Exchange.

Since then, the company wants to be listed in the domestic stock exchange, except for the traditional IPO, there is an important new choice.

Hong Kong Stock Exchange: and the United States, Singapore

SPAC listing mode, hot in the United States in 2020, and quickly landed in Canada, Italy, South Korea, Singapore and other places.

Unlike the company's normal IPO, SPAC listed first set up a company, this company has only cash, no industrial and asset, its purpose is to acquire the target company. Target companies have quickly achieved listed financing through and have listed SPAC. A access to equity benefits, one can be listed quickly, and both form a win-win situation.

The popularity of SPAC has directly led to a record of 20 years of IPO in 2021. In 2021, more than 1,000 companies were listed in the United States, and Nearly 6 companies chose SPAC.

Nasdaq Economics Research

The current number of Asian SPAC companies is 0.

Enterprises Select SPAC to have their own reasons. As an investor, the Avian Venture capital has participated in the listing of two SPACs, according to its China's competent partnership, the people's observation: "Enterprise chooses the reason for SPAC listing, on the one hand because the time to market is shorter (often take only 6 months) ), Companies are more flexible in preparing for the listing process, and on the other hand, there is a certain determinism with funds raised by SPAC. "

In addition, SPAC also takes into account a part of the potential enterprises, and they need high input in the early stage. It has not reached a certain indicator in a short period of time. Through SPAC, these companies have the opportunity to listed.

These features of SPAC have chosen to go to the United States to go to the United States, such as advertising, blue cursor, joint office, first universal workshop, etc.

This also makes the Hong Kong Stock Exchange have "crisis". In the world, the US Securities Trading Market has adopted more and more companies listed in SPAC; in Asia, the old opponent Singapore exchange has also labeled SPAC. Since the United States first relaxed the listing environment, the global stock exchanges are not as "rolled up", and create a loose environment, attracting the company's listing.

In order to compete for the status of Asian financial center, Singapore and Hong Kong were officially implemented in January 2022, respectively.

While competing for users, the Hong Kong Stock Exchange also learned the experience of the share price of the US SPAC listed company, which is more stringent in accordance with the rules of the initiator system, which is the most strict in history.

Take the Hong Kong Stock Exchange as an example, in order to protect the majority of investors, the Hong Kong Stock Exchange spac is only open to professional investors; the SPAC warrants must be at least 15% higher than the IPO pricing, and the lock period is set to complete the project merge 1-5 years. In order not to introduce the market in the market, the Hong Kong Stock Exchange introduces independent PIPE private equity investors to participate in the transaction to enhance the company's acquisition valuation fair.

In addition, the Nasdaq Securities Exchange and the Singapore Exchange require that the initiator must subscribe at least 2.5% of the equity when listed, and the Hong Kong Stock Exchange increases this number to 10%. This means that the initiator needs a greater money cost. This is a more fair than the US, Singapore, a hundred times tripulation lever.

Chinese brokerage, emerging company into "biggest winners"

From the hot situation of the current US capital market, SPAC will also set off a domestic listing boom and bring new opportunities to multi-party agencies.

It can be divided into four ways: IPO, listed directly, listed on the market, SPAC. Where IPO is the main listing method.

IPO listing is generally because companies have a good project and then hope to seek funds. The SPAC listing is different, it is a fund, then seek a good project in the market. The protagonist of this listing --aac is the latter.

The 90% of the AAC held by the Xinyi International's wholly-owned subsidiary "Silver International Asset Management", and 10% of the shares were held by AAC MGMT Holding. The shareholders of AAC MGMT Holding include Zhao Hui, CEO of Jinshan, Wang Hongbo, Chief Investment Officer of Ying Yin, Zhou Kuixiang, general manager of Jiyin International Director.

In short, AAC actually is a "empty-shell company" established by Jinci International. After completing the listing fundraising, it will choose a company with a company with real business and projects, and finally realize the target company.

According to the Hong Kong Stock Exchange, the AAC program focuses on Asia (especially China) "New Economic" industry, such as green energy, life sciences and advanced technology manufacturing technology. According to the listing rules, AAC must announce mergers and acquisitions within 24 months after the listing, and completed mergers and acquisitions within 36 months after the listing.

According to the listing rules, if the Bank of Jiyin International can merge with the target company within 24 months after the listing, the acquisition of the mergers within 36 months after the listing, it will gain a quite income.

As a sponsor, Ji Yin International only needs to take a very low capital, you can get a high proportion of equity. Taking the pre-executive of the face book as an example, the SPAC, which was spent 20,000 US dollars in 2017, only used two months to acquire Virgin Galactic and listed, and the market value broke through 6 billion US dollars, 2021 Chamath sold Shares more than 200 million US dollars.

SPAC is undoubtedly a huge cake in the Chinese capital of the Chinese broker. At present, there is a large number of China-funded brokers in Hong Kong, China Gold, Zhongxin, Haitong International, Jianyin International, etc. Some news, said that the investment subsidiary of MBS International is also considering establishing a SPAC company with Chunhua Capital and merge with a company in the consumer industry.

In China, IPO and M & A are often not a team, and the IPO team often has more. With the proportion of SPAC in the new listed company, it will also change the current brokerage competition. This is also the reason why many Chinese brokers are first layout.

The emergence of SPAC also allows companies that have more difficulties in the secondary market.

This is related to the difference between IPO and SPAC. IPO's evaluation conditions do not include future performance, while SPAC itself is just an empty-shell company, and investors buy stocks because they believe in sponsor or for speculative factors, so they value future results. But future performance is just the most difficult to predict.

Looking at the US Capital Market, there is no profitability in the short term in the short term, and even a large loss of companies can be listed through the SPAC. Many of these companies are high-risk investment standards, which means they are more likely to face the risk than Normal IPO companies.

As early as 1993, the SPAC mode already existed. In 2020, the firefighters also made itself a problem that the problem exists one by one. According to An Yong's report, 661 active spac is still looking for acquisitions.

If the SPAC company failed to acquire a high-quality company within a specified time, the management team will pay hard but not get any return. Under such stress, it will cause the management team to choose the company's "abuse", so that many companies that have hacked even the share price plummeted. A paper published in Stanford University and New York University showed that in the hundreds of SPAC transactions in the study, most of the SPAC's business was in a state of net loss. According to Crunchbase statistics, most US stocks SPAC listed companies in 2021 The stock price is much lower than its high.

For external investors, invest in an empty-shell company, more like blind boxes. You may be able to open Mask's Tesla, and it is also possible to open the Future of Jia Yueping.

This sounds some speculation, but the world is always like this, some people don't want to open, and there are always people who like to open the blind box.