Backdoor listing means that the parent company of a listed company (group company) realizes the listing of the parent company by injecting its main assets into its listed subsidiaries. One of the typical cases of backdoor listing is the backdoor listing of Johnson & Johnson Group. Johnson & Johnson Group was restructured from Shanghai Taxi Company, with a large number of high-quality assets and investment projects. In recent years, Johnson & Johnson Group made full use of the shell resources of its listed subsidiary Pudong Johnson & Johnson, and injected its second and fifth subsidiaries into Pudong Johnson & Johnson through three rights issues, thus completing the purpose of backdoor listing of the factory group.
What is a reverse takeover? Reverse takeover and listing (also known as shell listing) means that the shareholders of a non-listed company control a shell company (listed company) by purchasing its shares, and then the company reversely purchases the assets and business of the non-listed company, making it a subsidiary of the listed company. Shareholders of the original unlisted companies can generally obtain the controlling shares of most listed companies, thus achieving the purpose of indirect listing.
The difference between backdoor listing and reverse takeover is a special enterprise merger. Formally, listed entities issue equity instruments to "buy" unlisted entities, but in essence, unlisted entities gain control of listed entities through equity swap. Although the listed entity that publicly issues equity instruments is regarded as the parent company and the unlisted entity that is "purchased" is regarded as the subsidiary, the legal subsidiary is the actual purchaser because it has the right to control the financial and operating policies of the legal parent company and get benefits from its activities. The actual buyer and the buyer form a parent-subsidiary relationship, which belongs to holding merger.
Reverse acquisition generally does not need to carry out overall transfer or major asset sale at the same time. The assets, liabilities and personnel of the actual acquirer are not injected into the acquired listed company, but only gain control over the listed company. The purchased listed companies will continue to operate as business entities, and the reporting entities of individual financial statements of listed companies will not change significantly.
Backdoor listing, because the assets, liabilities, and even personnel, business and business qualifications of backdoor companies enter the listed subject of "shell" companies, the reporting subject of individual financial statements of listed companies has undergone major changes.