Since there are many benefits to backdoor listing, of course Guan Yuntian will fully support it, but when it comes to specific goals, Lao Ding is also at a loss, although he has this idea, he can't do anything before Guan Yuntian's approval, and it is reasonable to have no goal.

"According to your opinion, where should such a shell company be found, and is there such a target in the market?" said Guan Yuntian.

"Naturally, we should go to the stock market to look for those so-called ST companies, which are the targets we are looking for. ”

"In this way, it is not difficult to find a shell company, the question is how do you know which ST companies are willing to sell the shell to you?"

"Mr. Guan, there are two main conditions for backdoor listing, first, the company that intends to backdoor must have high-quality assets, and second, it must get a certain amount of funds. For the first condition, Changda Group's tire manufacturing, oil refining and petrochemical refining and captive power plants have maintained stable profits year after year, which can be regarded as high-quality assets, and injecting these assets into shell companies is a very good listing resource. However, to acquire enough equity in an ST company to become the controlling shareholder of that company, a certain amount of capital is required. In fact, Lao Ding's biggest concern is the funds spent on the acquisition of equity.

"Acquire enough equity in a company, of course, it takes a lot of money, since there is no goal now, it is not easy to estimate how much money is needed, I think it is better to determine the goal first, funds, then talk. For this matter, Guan Yuntian didn't want to spend too much energy.

Lao Ding's purpose is to tell Guan Yuntian that first, the listing path may change, and second, the backdoor listing needs to reserve a sum of money, as for when you need to spend money, it depends on the results of the next action.

With the consent of the chairman, Ding Xiangqian led the preparatory team to start intense work, they looked for those ST companies, door-to-door investigation of the specific situation, this is a screening process, the workload is relatively huge, four or five people were busy for a week, the results were summarized in front of Lao Ding, and finally found that the company worthy of Changda Group to contact, but five or six.

Lao Ding made further screening based on the similarity of the industry, the original scale of the company, the value of the company and the stock price before ST, and finally decided to contact the three companies.

But all the listed companies that are named ST, there are such and such problems, the three companies selected by Lao Ding, are because the main business has shrunk year after year, the market share has been shrinking, the company's performance has continued to decline, and the company has been warned by the regulatory authorities many times.

Lao Ding reported the situation to Guan Yuntian, "I have screened three companies that are worth contacting, and I can discuss directly with them in the next step, if I can spare time, I think it is better for you to come forward." ”

"Why? You just talk to the other person. Guan Yuntian has always trusted the executives.

"In terms of business negotiations, I think you are the best, we are all doing specific work, and we have rarely participated in business negotiations before, to be honest, dealing with each other, I really don't know the bottom of my heart. Lao Ding's words are neither modest nor flattering, and the business negotiation experience of several executives is not as good as Guan Yuntian's sophistication.

"Otherwise, you first contact these three companies, reveal our intentions to each other, by the way, touch the bottom of each other, see their asking price, and invite each other to visit Changda Group. ”

According to Guan Yuntian's instructions, Lao Ding made phone calls to the three companies respectively

Talk. The main business of these three companies is Chinese patent medicine, building materials and synthetic detergents, to be honest, I don't know how these companies were listed in the first place?

However, Changda Group's backdoor listing can only choose one of them as the restructuring object, the range of choices is wide, and there is more room for choice, which is a good thing, but it has increased the workload of mutual understanding in the early stage.

After the telephone conversation, the other party knew the intentions of Changda Group, and without waiting for Lao Ding to send an invitation, the executives of the three units invariably proposed that they wanted to go to Changda Group for inspection before discussing specific matters.

In the stock market, don't look at some listed companies because of poor management, poor performance, has long been suspended, because the regulatory authorities strictly control the total number of listed companies, the shell of these suspended companies has become a rare resource, and their executives know the value of shell companies clearly. Since Changda Group wants to buy other people's shells, the other party naturally wants to inspect the strength of the buyer, so Guan Yuntian told Lao Ding that the other party is welcome to come to investigate.

Lao Ding sent invitations to the three shell companies separately, and in order to avoid crashes, there was a four-day gap between the three companies. Representatives of each company were received by Ding Xiangqian, and the inspection content was nothing more than visiting the production workshop, checking warehousing and logistics, discussing and exchanging with each other, etc., Guan Yuntian only appeared at the welcome meeting on the day of the arrival of the guests, after all, it was not yet the step of business negotiations.

Backdoor listing, merger and reorganization, in fact, is a business, since it is a transaction, the understanding of the two sides must be mutual, the representative of the shell company has inspected the Changda Group, Lao Ding will naturally propose to go to the other party's enterprise inspection, because the next specific negotiation is mainly Guan Yuntian, in the shell company inspection, Lao Ding suggested that Guan Yuntian go together. Once the work requires, no matter how busy he is, Guan Yuntian will squeeze out time to participate in the inspection.

According to Lao Ding's plan, the first one they inspected, they went to the cutting-edge pharmaceutical company that produces Chinese patent medicine, similar to Changda Group, and the other party arranged the inspection content, but also to visit the production workshop, warehousing logistics and Chinese herbal medicine planting base, and then discuss and exchange.

It took a whole month to go back and forth and inspect each other with the three companies. "Next, is it time to negotiate substantive mergers and acquisitions?" Ding Xiangqian discussed with Guan Yuntian.

"The next step is to arrange substantive negotiations, but should we choose one, or do we negotiate with all three?"

"In view of the fact that the three companies are about the same size and the similarity of the industry is just that, I think we might as well spend more energy and talk to the three companies to see which one has a low asking price and a relatively simple equity relationship. Lao Ding suggested.

"According to your plan, contact the other party immediately and tell them that they are ready to negotiate the merger and acquisition, in order to save our time, the negotiation is best carried out in Changda Group. "Guan Yuntian said.

In fact, the three companies that came to inspect all wanted to restructure and take off the ST hat as soon as possible, but the results they wanted were not the same.

The main business is a cutting-edge pharmaceutical company with Chinese patent medicine, they think that the main business is not good, because the drug advertising is not enough, after the reorganization of part of the equity, even if they become the second shareholder of the new company in the future, as long as they have money, they can put money on product advertising, advertising in place, their drugs can open the market.

Longchang building materials company, which is mainly engaged in the production of interior decoration building materials, believes that the reason for the decline in business is that the production scale is not large enough, resulting in high product costs, and there is no advantage in market competition.

Once the scale of production is expanded, the cost of the product will be reduced, the product will be competitive, and the market share will naturally expand at that time.

Only the production of synthetic detergents as the main business of Kangjie detergent company, lost confidence in their main business, they believe that the company's performance decline, is entirely because of the aging of the company's products, lack of competitiveness in the market, if it can be restructured, the management is willing to sell all shares, or even completely withdraw from the company.

Before starting business negotiations, Guan Yuntian had an exchange with Lao Ding, "On the surface, Kangjie Cleaning Products Company is the most straightforward and has the least verbosity after the reorganization, do you think their management will be so willing to quit?"

"I believe that those executives have already dug the first pot of gold, if they completely lose confidence in the company's main business, it is possible to be willing to quit, but I think their asking price should not be low, since the company's shell can be sold at a good price, sell all the shares, why not quit completely?" Lao Ding analyzed.

"Therefore, we have to talk with the three companies, there is no need to take the simple equity structure as the only condition, in fact, as long as the price is moderate, even if there is one more asset, as long as it does not affect the status of Changda Group as the controlling shareholder after the reorganization, there is no need to refuse the development of the original project of the shell company. ”

"Yes, that's our principle, let's see the conditions they offer at that time. ”

At half past eight o'clock in the morning of the third day, in the small conference room on the second floor of Changda Building, the negotiations with Xinrui Pharmaceutical Company were held on time.

After the negotiations began, Guan Yuntian made a few opening remarks: "Welcome to Mr. Li and the other two leaders! Let's get together to discuss matters related to enterprise reorganization, and hope that everyone will speak their minds freely." Next, I would like to invite the representative of Xinrui Pharmaceutical Company to talk about your situation and conditions. ”

First, the CFO of Xinrui Pharmaceutical Company reported on the company's assets, and then the vice president introduced the use of the company's main products, the existing production scale, market prospects and current problems.

Mr. Li finally spoke: " Xinrui Pharmaceutical was originally a very promising enterprise, before and after the listing, in our local area, received strong support from the government and all walks of life, we originally planned to put the first Chinese patent medicine to the market, and then launched a number of products, however, in the process of project implementation, the company's decision-making appeared a little deviation, the listing of the funds to invest in the construction of the base of traditional Chinese medicine raw materials, as a result, the first product lack of advertising, in the market to do more difficult, sales have been poor, ultimately led to the company's poor performance. ”

Guan Yuntian took it, "Mr. Li, what is the efficacy of this drug from Xinrui Company?"

"This is a new product successfully developed by us in cooperation with the Provincial Institute of Traditional Chinese Medicine, with accurate clinical trial efficacy and an effective rate of more than 90%. ”

"In this way, the company is very confident in this product, once the money is invested in advertising, do you believe there will be a market?"

"We are full of confidence in Chinese patent medicine with such good efficacy. ”

"That is, after the restructuring of the company, you want to continue to develop this product?"

"Mr. Guan, we have put a lot of effort into this product, and the product itself is good, and we really hope that it will be retained and developed. ”

Guan Yuntian nodded, "After all, a lot of effort has been put in, and the mood is understandable." Mr. Li, next on the restructuring of Xinrui Pharmaceutical Company, please talk in detail about your plans and conditions. ”

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