...Sino-Forest Part IV: Influence of the relevant parties and Risk of investing RTO • Influence of the interest groups • To identify the issue of investing RTO based on different perspectives 1. Reverse Mergers (RTOs) Defined & Current situation: “A reverse merger (RTO) is a transaction in which an unlisted private operating company becomes public via a merger with a publicly traded shell company, which is generally a company with no material business operations.” (SEC Approves New Exchange Rules to Toughen Listing Standards for Reverse Merger Companies) Beginning in 2007 and continuing into the present, more than 150 Chinese companies have obtained listings on both U.S. and foreign stock exchanges via reverse mergers (RTOs). 2. The structure of RTO (Coming to America) • Matchmakers in China and the U.S. connect businesses in China with American ailing or shell companies and propose a merger • The under writer hires an auditor to prepare the financial statements required for the merger to be approved by the SEC • Once the merger is approved, the company is renamed. Often the names contain the word "China" or "Sino". • The company builds up credibility and moves up to a well-known exchange such as Nasdaq • The company works with an investment bank to sell shares. Analysts catch on, investors start paying attention, and funds buy the stock, all moving the price. 3. Why a reverse merger rather than an IPO? • Reduced time and costs to secure public listing Take...
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