A Study On The Path Of Transferring The Shell Resources Of RACO

With the rapid development of China's capital market,the motivation of non-listed companies to seek listing is becoming stronger,which makes the transaction of shell resources become more frequent.However,in the process of backdoor listing,the existence of problems such as imperfect securities regulatory mechanism and imperfect corporate governance mechanism makes it easier for listed companies to bypass the backdoor terms.This phenomenon has attracted the attention of CSRC.In 2014 and 2016,CSRC revised the measures for the management of major asset reorganization of listed companies,aiming to cool down the shell resources,strictly control the transaction of shell resources,and promote the rational repair of the capital market valuation system.However,for enterprises,the IPO review time is too long and the scarcity of shell resources still exists,which makes the shell of demand side and supply side change the path of transferring the shell resource to avoid triggering the backdoor terms.In this paper,the case study method is adopted to discuss the new transfer path of shell resources adopted by shell suppliers to avoid forming backdoor shell and the existing problems in the design of the transfer path of shell resources.In this paper,the transfer path of RACO shell resources is introduced in detail,and the transfer path is divided into three stages: the first stage: sell the part of shell;the second stage:sale the assets;the third stage: transfer the right of control.Secondly,it points out the particularity of shell resources in this case compared with shell resources in the previous backdoor listing cases,and then analyzes the main motivation of shell selling.Thirdly,it points out the uniqueness of RACO in shell resource transfer path design,that is,the transfer of shell resources and control rights of listed companies is not synchronous,and analyzes the problems existing in shell resource transfer of RACO.Finally,the paper analyzes the effect of RACO adopting unique path of transferring shell resources,and puts forward corresponding opinions and Suggestions on the problems existing in shell resource transfer.By analyzing the case,this paper finds that there are still some policy loopholes in the existing for the measures for the management of major asset reorganization of listed companies,which makes the shell supplier adopt different path of transferring the shellresource to bypass the backdoor terms and achieve the purpose of the original controlling shareholder selling the shell and maximizing the interests.Firstly,the controlling shareholders of listed companies sell the part of shell and retain the right of control,then it gradually reduces its stake to complete a thorough shell resource transfer,its purpose is to avoid triggering backdoor terms,and by retaining the right of control to conceal the way of original controlling shareholder conveying interests.At present,the existing laws and regulations cannot be carried out on the new trends in reverse takeover effectively,in addition to the existing laws and regulations on the void and the lack of regulation,in the final analysis is that the current system of new shares issued makes the shell resource become a scarce resource,as long as the shell resource is valuable,the shell of demand side and supply side will always find a loophole in the rules.By implementing the registration system of stock issuance,the shell resources will be no longer valuable,so as to fundamentally solve the problem of shell resources trading.At the same time,an effective securities regulatory mechanism should be established to enhance the deterrent frequency and intensity,effectively deter the interests of controlling shareholders,and promote the healthy development of China's listed companies and national economy.