Research On The Supervision Of Backdoor Listing.

For a listed company that is facing the risk of delisting after a poor operation,the backdoor listings is a common way to optimize the resource allocation and improve the performance of listed companies.It is also a key link of the capital market to form the fittest mechanism.It is a more convenient way for unlisted company that have a good development and have a strong financial requirement for entering that capital market but suffer from a variety of reason that cannot be entered.Backdoor listings can become a more common way of trade,must have its existence rationality,the rationality is not only reflected in the backdoor listing can meet the needs of both parties,its value lies in its more for realizing the function of capital market financing function and the allocation of resources.However,in the process of backdoor listing,the problems such as insider trading and financial fraud also brought to the attention of the national regulators,and therefore against backdoor listing has staged a series of regulatory measures.Unlike general M&A and restructuring,the legal interests protected by backdoor listing supervision are not only balanced by the interests of the parties to the transaction.There are also functions of the capital market,such as the realization of financing functions and resource allocation functions.Backdoor listing supervision not only protects the transaction security and the fairness of the transaction parties,but also has an important significance.It also plays an indispensable role in the security of the capital market and the protection of investor interests.Therefore,in order to achieve reasonable and effective supervision,the supervisory level is also constantly exploring,adjusting and improving the relevant restructuring rules including the backdoor.The essence of backdoor listing is the indirect listing of listed companies.Through the backdoor listing,the actual controller and main business of the original listed company have changed fundamentally,and the judgment basis on which the listed company originally applied for listing has been completely lost.In this case,the supervision of the backdoor listing is based on the regulatory logic of the securities market access mechanism,and the assets of the new securities market are reviewed.And as an asset restructuring transaction,backdoor listings and existence uniqueness compared with common M&A deals,because of the complexity of the trading content,compared with general of the material assets reorganization,backdoor listings more in need of special regulation.Due to the inherent weakness of China's capital market development,the backdoor listing has its own problems in addition to the above characteristics.The first is the hype of the concept of "shell resources".Due to the difficulty of listing and the lack of market mechanism and the scarcity of listed resources,the price of shell resources has been fired to billions of yuan.The second is the market take use of backdoor listing to hype share price or release false restructuring information,conduct insider trading.The pricing mechanism and fairness of the whole market have been adversely affected.In our country,the backdoor listing is more manifested as a way to avoid the listing regulation.In the process of China's development,the backdoor listing has gradually deviated from the function of promoting the optimal allocation of capital market resources and broadening the financing channels,which seriously harmed the rights and interests of minority shareholders.Therefore,how to strengthen the supervision on the backdoor listing is a very serious subject in China's regulatory authorities in recent years.The operation of backdoor listing is only more open and transparent,and it is possible to play its role and avoid its negative impact on the capital market.This depends on a sound capital market and on the other hand a good regulatory regime.The development of China's capital market is not yet mature,and there is a certain one-sidedness of the supervision system,which is mainly reflected in the supervision of the backdoor listing regulation in the framework of merger and reorganization,and the internal contradictions between the regulatory objectives of "active listed companies' merger and reorganization" and "investor protection".To "make up the regulatory loopholes" for the regulatory measures and ignored the positive role of backdoor listingsAccording to the audit standard of "First management measure",the "equivalent IPO" is only implemented from the entity,but there are differences in auditing procedures and auditing bodies comparing to IPO.The identification standard of backdoor listing is still defective,and the regulatory means tend to be "loopholes filled" and "one thing obeys one law",while the lack of certain standards will make it difficult for the corresponding measures to be effective.More fundamentally,it is difficult for the entire capital market to form a complete set of the issuance,listing and delisting of the regulatory mechanism,which as the center ofinformation disclosure.In view of this,the fourth chapter of this paper chooses the concept of backdoor listing supervision,which is expected to return to the regulatory objectives of investor protection.Based on the existing problems in China's existing regulatory system,this paper puts forward some Suggestions on perfecting the supervision system of backdoor listing in the fifth chapter.