General procedure of assets reorganization of listed companies in China.

Legal analysis: in the first stage, choose the target of backdoor listing, clarify M&A's intention and conditions, draft M&A strategy, find, select and inspect the target company, comprehensively evaluate and analyze the operating and financial conditions of the target company, formulate the reorganization plan and work schedule, design the equity transfer method, select M&A's means and tools to evaluate the value of the target company, determine M&A's price, design the payment method, and seek the cash flow and financial management scheme. Negotiation and signing: formulate negotiation strategies and arrange negotiations with relevant shareholders of the target company, so that the reorganizers can obtain the most favorable financial and non-financial arrangements. Funding arrangement: design financing plan for subsequent restructuring and assist in arranging financing channels when necessary. Declaration and approval: drafting a series of corresponding and necessary legal documents, handling approval and information disclosure.

The publicity and public relations of asset replacement and enterprise restructuring in the second stage;

Carry out public relations activities with China Securities Regulatory Commission, stock exchange, local government, state-owned assets management department, shareholders and management of the target company, and strive to make the asset reorganization successful as soon as possible.

Make a comprehensive publicity and public relations plan, and publicize the reorganization party and its capital operation in the mass media and professional media. Market maintenance: design scheme and maintain the secondary market of the target company. Cash flow strategy: make an overall cash flow plan in the acquisition and capital injection stage, achieve as many strategic goals as possible with limited cash, and prepare for financing such as rights issue and additional issuance after reorganization. The board of directors reorganizes the board of directors of the target company and obtains the actual control of the target company. Make an anti-merger plan to consolidate the control of the target company. Capital injection and investment inject high-quality assets into the target company to realize asset realization. Invest in the strategic development field of the company and realize the strategic expansion of the company.

Legal basis: People's Republic of China (PRC) Company Law.

Article 1 This Law is formulated for the purpose of regulating the organization and behavior of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining social and economic order and promoting the development of socialist market economy.

Article 2 The term "company" as mentioned in this Law refers to limited liability companies and joint stock limited companies established in China according to this Law.

Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property.

Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.

Article 4 Shareholders of a company shall enjoy the right to return on assets, participate in major decisions and choose managers according to law.