Research On Regulatory System Of Reverse Merger In China

In our country,the reverse merger is recognized as a special major asset restructuring by listed companies.In September 2016,the CSRC promulgated the Measures for the Administration of Major Assets Reorganization of Listed Companies to further improve the supervision and administration system of reverse merger and solved the problems of the single quantitative determination factor and the indefinite limit after the transfer of control rights problem.But the reverse merger is prone to breach of insider trading,triggering inequitable related party transactions and easy to become a listed company to cover up historical non-compliance behavior of the use of tools,the newly promulgated "Listed Companies Major Asset Restructuring Measures" did not cure these problems:First,the "method" regulates the regulatory style of insider trading before the regulatory style.It regulates the scope of inside information,the confidentiality obligations of insiders and insiders,the means of insider trading and the legal consequences of insider trading.Admittedly,these regulatory measures can largely prevent insider trading.However,as a reverse merger on the stock market,"huge profits," huge sums of profit drive people to take the risk.If the interests of the game from the point of view,the listed company price movements into the mergers and acquisitions review the scope of the Commission,the stock price changes or not determine the listed company's major asset restructuring(constitute a reverse merger,the same below)whether the application can be passed,and major asset restructuring applications through Whether it is directly related to the immediate interests of insider trading personnel,so that it can from the source to curb the reverse merger of insider trading.Second,the reverse merger contains "purchase assets to the purchaser and its affiliates" link,there must be related party transactions.On the one hand,in the process of asset divestment,the major shareholder as a party to the transaction tends to buy the original assets of the listed company at a low price;on the other hand,in order to ensure the non-loss of state assets and to sell the state-owned assets at a high price when the state-owned enterprises become the backdoor,Said the unfair related party transactions in the reverse merger appear to be listed companies selling at a low price and buying related assets at a high price.To this end,it is necessary to further strengthen information disclosure requirements,give play to the supervision role of minority shareholders on related party transactions,and ensure the connection between minority shareholders and listed companies The right to participate in the trading decision prevents the dilution of its shareholding interests in the connected transactions.Thirdly,there will be a great deal of premium assets injected into listed companies after they are backdoor,and significant changes have taken place in their business,personnel and assets.Historical non-compliance may be covered up in the past.The CSRC "made significant asset restructuring within three years of listing(Constituting a backdoor)information disclosure requirements related issues and answers "requires listed companies to disclose the use of funds raised over the previous listing,the implementation of commitments after listing,the listing of the normative operation of listed companies and their controlling shareholders,the actual controller and Dong Supervise the legal compliance,post-listing continuing operations and corporate governance,the request should be applied and all the reverse merger,in order to prevent listed companies from circumventing the original sin.Nowadays,there are new developments,new changes and new problems in the background of IPO registration reform and economic transformation and upgrading.The resources of the shell are no longer limited to ST-class listed companies with small market value and poor performance.There are a lot of traditional industries in the securities market Listed companies are in a dilemma of transformation and upgrading,its market value and performance is not inferior.At the same time,the reason why many non-listed companies participate in the major assets reorganization of a listed company is not limited to going public;it may take the brand,business,technology,etc.of a listed company into consideration,or there may be some sort of difference between the listed company's business and its own asset business Synergies,this time there have been industrial restructuring of the backdoor,in order to maintain the vitality of the M&A market and improve the quality of China's listed companies,industrial restructuring should be distinguished from the backdoor and traditional backdoor,to relax the industrial restructuring of the backdoor supervision,At the same time,it is necessary to further improve the legal definition of reverse merger,standardize and guide the traditional backdoor,and prevent "avoiding regulatory backdoor" market access.The Administrative Measures on Major Assets Reorganization of Listed Companies did not regulate the asset divestment in the latter part of the reverse merger.This act involved the pricing of assets of the listed company.The former actual controller who accepted the original assets and business of the listed company had a strong "low Price buy "interest driven.and most of the actual controller of listed companies in the company was backdoor,the share of a sharp decline in the probability that it may no longer constitute a listed company's affiliates,then the late asset divestment does not constitute a connected transaction,in the Under the condition of no system constraint,there will be a lot of room for the operation of "selling the original assets of the listed company in a cheap way,"thereby causing serious infringement on the minority shareholders.Therefore,there is a strong regulatory necessity for asset divestment in the latter part of the reverse merger process,Regulators should include this activity into the custody of the reverse merger.