A Study On The Legal Issues Of Backdoor Listing Identify

As an advanced form of the mergers acquisitions of listed companies,backdoor listings which has not been in China’s capital market for a long time attracted a lot of attentions because of its significant status.With the rapid development of economy,backdoor listing deals in China’s capital market is becoming more common even become a mainstream of M&A transaction type because of its characteristics(such as audit can be expected,process short)that means backdoor listings has controllable advantage on time and results compared with IPO.However,the problems such as speculation and arbitrage that have come with it have also become increasingly serious,which has had an extremely adverse impact on the development of enterprises and the allocation of capital market resources.The interference with the pricing mechanism has also been detrimental to the protection of the rights and interests of small and medium shareholders.Although the “Measures for the Management of Major Asset Restructuring of Listed Companies” revised in 2016 introduced a more comprehensive and detailed stipulation on backdoor listing,the new backdoor regulations still have insufficiencies such as failure to supervise backdoor transactions and face changes.Capital markets,lack of synergies between laws and regulations and other new issues have also emerged one after another.Therefore,it is imperative to formulate a backdoor listing specification that complies with the law of the development of the capital market.The premise of standardizing the backdoor listing transaction is to establish a more reasonable criteria for identifying backdoor listings,leaving no gray areas for supervision.At the same time,the re-regulation of regulators also faces the problem of legal impoverishment.This article takes the legal issues of backdoor listing as the research object.The paper is divided into four parts.The first part gives an overview of the backdoor listing determination.Introduced the theoretical concepts related to the listing of backdoor listings,including the meaning and classification of backdoor listing and the motives behind the backdoor listing.The second part analyzes the current backdoor listing standards is the measures for the administration of material assets reorganization of listed companies,the content of the article 13 control mainly includes the change,the acquirer and its associates,purchase, as well as the main business the meaning of the four elements,types and recognition.At the same time,the calculation standard and calculation method of backdoor listing index are also analyzed.At the end of this part,the paper analyzes the administrative licensing process of the China securities regulatory commission’s M&A committee.The third part analyzes current problems existing in backdoor listing identify,including the lack of standards itself(such as with long accumulated time,lacking of relevant supporting systems about similar backdoor listings and oversea listed Chinese firms that will relisting in A Shares)and some contradictions between backdoor listing standards and other laws.The fourth part puts forward the proposal for perfecting the backdoor listing certification law.This article puts forward proposals such as shortening the accumulative time,incorporating substantial backdoor transactions into the scope of supervision,and increasing the regulations for the return of China’s Concept Stocks.In addition,the paper also proposes to improve the exercise program of the administrative license right in the process of certification,and puts forward a series of re-regulation recommendations on the backdoor listing supervision,with a view to maintaining the healthy and stable operation of the capital market,and protecting the interests of the investors benefit.