2. Design reorganization plan: After selecting high-quality shell resources, design a suitable backdoor listing plan, which can provide guarantee for the smooth backdoor listing. The choice of mode is a very complicated process. The design of backdoor listing and reorganization scheme is not a fixed model, but a dynamic process, which will be adjusted according to different situations, but generally it is necessary to obtain the control of the shell company first, and then complete the backdoor through asset restructuring. When borrowing a backdoor, we usually consider the direct and indirect costs of listing, whether it can be quickly financed, how the subsequent financing ability is, and whether there are risks. , and need to consider the company situation, industry characteristics, financial situation and other key points of both parties. Therefore, the company needs to have some flexibility when designing the backdoor scheme.
3. Acquisition of control rights: The control rights of shell companies are usually acquired through share transfer, issuance of new shares or indirect acquisition. Share transfer refers to the transfer of shares held by the controlling shareholder of a listed company to the backdoor. As the consideration of the transaction, the backdoor may be paid in cash or other terms negotiated by both parties. The end of share transfer also means the transfer of control. The original assets, liabilities, business and personnel of listed companies have been stripped off, and the original types have been transformed into listed companies in the backdoor industry. Issuance of new shares means that a listed company issues shares to a specific object, purchases assets by issuing shares instead of cash, and purchases the assets and business it intends to inject from the specific object with the funds raised by its non-public offering as the payment consideration, so as to facilitate the subsequent specific object to gain control. Indirect acquisition means that the backdoor company does not directly acquire the target company, but acquires the shares of the target company in the market, thus gaining control of the listed company.
4. Major asset replacement: Major asset replacement is mostly to replace the company's high-quality monetary or non-monetary assets with the depressed assets of listed companies or the assets of main business and non-main business. To a certain extent, asset replacement can be regarded as a special way of asset reorganization. Compared with the traditional way of asset reorganization, it has the advantages of faster effect and higher efficiency. According to the scope of asset replacement, asset replacement can be divided into two forms: whole replacement and partial replacement. The asset replacement of listed companies is of great significance to the overall operation of the company. On the one hand, after the replacement, the company's product structure and assets will be greatly improved due to a large number of sluggish assets, and even some companies with poor performance or companies without share reform rely on replacement to absorb high-quality assets to bring listed companies back to life. On the other hand, after the completion of asset replacement, the original shareholders of non-tradable shares of listed companies will not only get fully tradable shares in the future, but also the price of restricted shares will rise after the share reform. The superposition of the two items will enhance the enthusiasm of major shareholders to inject assets into listed companies, form a virtuous circle of "asset replacement-stock price rise", and realize the goal of capital preservation and appreciation of listed companies in the capital market.