America reverse takeover (RTO) procedures

   In America listed can be divided into initial public offering (IPO) and the reverse takeover (also called backdoor listing, Reverse Merger) in two ways. A reverse takeover refers to the shareholders of the non-listed company by acquiring a majority stake in the company of a listing Corporation, the listing Corporation a reverse takeover of non-listed company assets and business, to become a subsidiary of the listing Corporation, and the original shareholders of the non-listed company to become the controlling shareholder of the listing Corporation.

   To make the shell listed success, first of all to find a good shell company, should meet the following conditions: 1 shell companies can no assets, no business, but there is not a debt and legal proceedings. The 2 shell companies listed qualification must be kept intact, according to the USA sec requirements, timely reporting of financial and business conditions, otherwise America sec may be regarded as invalid and cancel its qualification in OTCBB transactions. 3 shell companies have shares and public shareholders enough.

   When the company decided to listed in American afterwards, first of all to write a business plan for English. The content includes: the company's historical background, the management team, the company's financial situation, products and market analysis company, the company's market capitalization.

  Enterprises to find suitable housing company, can proceed with the merger and acquisition procedures. First of all need to audit the financial statements of both companies after merger and cooperation, financing plan according to the agreement the two sides agreed, matters to determine the equity allocation scheme and payment etc..

  After the merger proposal agreed, both sides can be compiled on the acquisition of such legal documents and contracts. In completing the acquisition, merger, the issue of new shares and other formalities, acquiring company also becomes in the America subsidiary of listing Corporation, acquiring company is the original shareholders holding the right to listing Corporation. To this, a reverse takeover is successful. Cooperation between the two sides to complete the whole process of reverse merger and after signing the contract, shall apply to the USA SEC filing, and apply for the stock trading at OTCBB to NASD.