Three Operational Modes of Back-door Listing in China

Abstract

Backdoor listing refers to a transaction in which an acquiring company purchases a listed company and changes its main business. This paper provides a comparative analysis of the three operation modes for backdoor listing in China: reverse acquisition, agreement acquisition, and three-party cooperative acquisition. It discusses the advantages, disadvantages, transaction structure and compliance with the backdoor listing criteria defined by the China Securities Regulatory Commission (CSRC). The acquirer should consider the risks and benefits of each mode based on relevant legal provisions and regulations. Regulatory authorities, on the other hand, should use these provisions and regulations as screening tools to identify transactions that may pose serious risks to the capital market.