< strong > the classic process of backdoor listing is as follows:
1. The backdoor company replaces assets with the backdoor company, and the backdoor company puts its own assets into the listed company, and the listed company issues additional shares to the backdoor company.
2. The backdoor company replaces the equity of the major shareholder with the assets and liabilities of the listed company and the major shareholder of the listed company.
3. In this way, the original shareholders withdrew from the listed company, the new shareholders entered and injected their own high-quality assets, and the listed company became a phoenix, and the backdoor listing was completed.
< strong > backdoor listing needs to meet two conditions:
First, financial news, the reporter learned exclusively that the regulatory authorities are discussing the revision of the merger and reorganization rules, and the sword refers to avoiding backdoor. In addition to "one of the two backdoor conditions", it will also include some restrictive measures to avoid backdoor, such as the proportion of main income may also become one of the indicators to be considered.
Two, according to the "reorganization measures", constitute a backdoor listing need to meet two conditions:
1. The control right of the listed company changes;
2. When the control right of the listed company changes, the total assets purchased by the listed company from the acquirer and its related parties account for more than 100% of the total assets at the end of the audited consolidated financial accounting report of the previous fiscal year.
Therefore, many listed companies and intermediaries try their best to avoid backdoor standards, all of which are "efforts" on the above two points.
< strong > there are four specific operation methods:
1. The control rights of listed companies have not changed;
2. Ensure that the ratio of acquired assets to total assets is less than100% by increasing total assets;
Third, the acquisition of third-party assets, that is, there is no relationship between the counterparty of the restructuring transaction and the transferee of the controlling stake and the supporting financing party;
Fourth, carry out major asset reorganization first, and then change the control right through reduction, equity transfer and concerted action of shareholders.