Regulators will be restricted if they want to amend the rules of M & An and restructure to avoid backdoor

The reporter was exclusively informed that the regulatory authorities are discussing amending the rules for mergers and acquisitions, aiming to avoid backdoor borrowing. In addition to the "choice between backdoor conditions", it will also include some restrictions to circumvent backdoor borrowing. For example, the proportion of main income may also become one of the indicators to be considered.

Original title: There is no way to avoid backdoor review. The regulatory authorities plan to change the rules to say NO!

The reporter was exclusively informed that the regulatory authorities are discussing amending the rules for mergers and acquisitions, aiming to avoid backdoor borrowing. In addition to the "choice between backdoor conditions", it will also include some restrictions to circumvent backdoor borrowing. For example, the proportion of main income may also become one of the indicators to be considered.

According to the "Reorganization Measures", two conditions must be met to constitute a backdoor listing: first, the control rights of the listed company have changed; second, the total assets purchased by the listed company from the acquirer and its affiliates account for the change in the control rights of the listed company. The proportion of the total assets at the end of the audited consolidated financial accounting report of the previous fiscal year reached more than 100%.

Therefore, many listed companies and intermediaries do everything possible to cleverly circumvent the backdoor standard, all of which are "working hard" on the above two points. According to the reporter's investigation and statistics, there are four specific operating methods: first, the control rights of the listed company have not changed; second, by increasing total assets and other methods, it is ensured that the proportion of acquired assets in the total assets is less than 100%; third, the acquisition of third-party assets, that is, the reorganization counterparty has no associated relationship with the transferee of the controlling interest or the supporting financing party; fourth, major asset reorganization is carried out first, and then the control rights are changed through reduction, equity transfer, and shareholders forming a concerted action.

At a time when the tricks of avoiding backdoor borrowing are being renovated, even the GEM, which is not allowed to backdoor borrowing, has frequently exposed cases of backdoor borrowing. For example, the "step-by-step" approach represented by Shenwu Environmental Protection, Xinda Xincai, etc.: after new shareholders enter the company, major restructuring matters are planned; or they are reorganized first without changing the controlling rights, and then assets are injected; In addition, the practice represented by Nantong Forging is that the reorganization targets are third-party assets other than the share transferee and supporting financing subscribers, and the share transferee and supporting financing parties have no related relationship with these third parties.

A senior investment banker in Beijing believes that this revision has a great impact and should not be easily introduced. After the revision, the shell ecology will undergo major changes, but in the long run, it will be conducive to the long-term healthy development of the capital market.

In fact, review of restructuring suspected of circumventing backdoor borrowing has become stricter. On June 2, after review by the M & A and Reorganization Committee of the China Securities Regulatory Commission, Jiuyou shares 'reorganization application to issue shares to purchase 100% equity of Beijing Jingshan Innovation Communication Technology Co., Ltd. was not approved. The reason given by the China Securities Regulatory Commission is: "In this transaction, the controlling shareholder Sheng Xin Yuantong violated the public commitment and did not comply with the provisions of Article 4 of the Measures for the Administration of Material Asset Reorganization of Listed Companies."

However, in the eyes of industry insiders, the signal that Jiuyou's share reorganization plan has been released is that the China Securities Regulatory Commission has become stricter in its review of circumvention of backdoor borrowing. Because when Jiuyou shares calculated the ratio of the acquisition target to the asset size of the listed company, it only calculated the assets corresponding to the majority shareholder's shareholding in the target company, rather than the total assets of the acquisition target, which is obviously suspected of avoiding backdoor borrowing.

Editor: Nancy