There are generally 8 channels and more than 30 ways for enterprise financing, namely:
1, debt financing?
2. Property rights financing
3. Internal financing of enterprises
4. Project financing
5. Trade financing
6. Specialized and cooperative financing
7. Policy financing
8. Listing financing.
Since the change of control right, the total assets purchased by listed companies from the acquirer accounted for more than 65,438+000% of the total assets at the end of the audited consolidated financial accounting report of the previous fiscal year when the control right of listed companies changed. "Any major asset restructuring that meets this requirement constitutes a backdoor listing.
Extended data:
Cai Jianchun, director of the listing department of the CSRC: After the reorganization measures are revised, the CSRC will continue to improve the "full chain" supervision mechanism and support the injection of high-quality assets into listed companies. At the same time, we will continue to strictly regulate the reorganization and listing, continue to strictly supervise the "three highs" of mergers and acquisitions, severely crack down on illegal activities such as malicious speculation, insider trading and market manipulation, curb chaos such as "flickering" restructuring and blind cross-border restructuring, and promote the quality improvement of listed companies and the stable and healthy development of the capital market.
Latest regulations on backdoor listing:
1. clarifies the principle of accumulation for the first time, but emphasizes in the official draft that it does not apply to GEM companies and financial venture capital industries, that is, the 60-month period does not apply to the reorganization of GEM listed companies, nor does it apply to the situation that the assets purchased belong to specific industries such as finance and venture capital. These two situations still need to be accumulated according to the original caliber.
2. Adhere to the bottom clause to cope with the emergence of more complex trading schemes and avoid backdoor. The circle understands that the bottom clause is of great significance, and there is no restriction on the acquisition of assets of related parties that are not real controllers, that is, so-called third-party assets, proposed by small partners in the circle when the previous draft was released, so as to avoid backdoor. In fact, a similar situation can also be achieved in the bottom clause.
3. In fact, in the past month or two, similar backdoor cases have observed that listed companies have voluntarily terminated, such as Trilateral Technology. , "Is the GEM backdoor rejected? Supervision prohibits any wall climbing (the latest case will be rejected) |? Expand M&A circle.
4. Regarding the lock-up period of new bosses and minority shareholders, the transfer of old shares will be further refined and the sale will be restricted. The official draft further confirms that the transfer of shares by the original actual controller to other specific objects needs to be restricted, that is, "the specific objects who directly or indirectly obtain shares of listed companies from these entities during the transaction shall publicly promise not to transfer their shares of listed companies within 36 months after the completion of this transaction".
5. In fact, it is the behavior that many listed companies in the industry usually observe that part of the tradable shares are transferred to unrelated third parties before backdoor listing, which is often called "transfer of old shares". This part is actually an important part of the backdoor listing scheme, and the sensitive shell fee is hidden in it.
6. Then, according to the provisions of the official draft, this part of the shares also needs to be restricted for sale. The introduction of this regulation has a great influence, which will directly affect the game negotiation of transaction consideration and the time process of shell fee payment.
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