The Backdoor Threshold Of Listed Companies Will Converge With IPO.

The securities and Futures Commission last weekend list The relevant documents of the company's major asset reorganization were publicly solicited, which required that the backdoor entities should be allowed to operate for more than 3 years, and the last two accounting years net. profit Positive and cumulative over 20 million yuan, and other conditions, and IPO threshold convergence.

　　 borrow a shell It must also conform to industrial policy.

In the decision to amend the relevant provisions of major asset restructuring and supporting financing of listed companies (Draft for Soliciting Comments), the SFC has made new provisions on the activities of shell purchase, stock issuance and asset purchase.

The paper points out that the business entities to be returned to shell must satisfy the need for more than 3 years of continuous operation, and the net profit of the latest two accounting years is positive and over 20 million yuan.

In addition, after the completion of the backdoor, the company should not compete with the actual controller or its associated enterprises, or the unfair related transactions. The backdoor listing should be in line with the national industrial policy, and the backdoor listing of the financial and venture capital industries will be separately stipulated.

The SFC held that the total assets purchased by the listed company to the acquirer accounted for more than 100% of the total assets of the listed company in the last accounting year after the date of the change of the automatic control system.

Backdoor listing is a way to use the capital market merger and reorganization system to achieve listing. It usually refers to the behavior that the acquirer obtains the control right of the listed company, or at the same time, carries out major asset reorganization to the listed company.

The SFC's stakeholders believe that the regulatory requirements for the backdoor listing will help curb market speculation and insider trading.

Matching funds for major asset purchases can be realized once.

In the supervision of private placement of assets, the SFC also made a clear request.

The SFC requires that shares be purchased from specific shareholders of the controlling shareholders, the actual controller and its affiliated parties, and the number of shares issued shall not be less than 5% of the total share capital of the listed company after the issuance. The transaction amount of the main board and small and medium-sized board to purchase assets can not be less than 100 million yuan, and the Growth Enterprise Board shall not be less than 50 million yuan.

However, at the same time, the SFC clearly stated that when a listed company issues shares to purchase assets, it can raise part of the matching funds at the same time, and its pricing methods shall be handled according to the existing regulations. Previous regulations require separate operations.

In the case of Ping An's acquisition of deep development, its acquisition plan is the two step of equity transfer and issuance of new shares, and in this opinion, similar operation is expected to be accepted once and approved once.