A change in the control of a GEM company should be regarded as the company has voluntarily given up its listing status
my country's existing laws and regulations do not allow backdoor listing (restructuring and listing) of GEM companies, but there is no prohibition on the transfer of controlling shares. The “Administrative Measures for the Reorganization of Major Assets of Listed Companies” stipulate the criteria for reorganization and listing in Article 13: To constitute a backdoor listing, the control of the listed company must be changed; in addition, the acquisition shall be made within 60 months from the date of the change of control. The scale of assets purchased by persons and their affiliates must reach 100% of the total assets. Obviously, change of control is a necessary condition for backdoor listing, but it is not a sufficient condition; and even if the control of a GEM listed company is transferred, the purchaser’s assets can still be circumvented as long as the merger scale is controlled within a certain range. Legal restrictions constitute a de facto backdoor listing. In this regard, great attention should be paid to various problems caused by such manipulation techniques. According to statistics, as of June 27, there have been 13 “shell selling” incidents on the Growth Enterprise Market. The operation method is mainly to transfer controlling rights by transferring minority shares + entrusting a large proportion of voting rights. A small portion of equity transfer + a large percentage of voting rights entrusted transactions, or a behavior to explore the regulatory boundary, the two parties in the transaction are in a favorable position to attack and retreat. For the 'shell buyerFor the “shell seller”, this action resulted in a transfer of control rights, and the news stimulated the rise in stock prices, which could benefit from it. If the supervisor did not speak out, it could continue to increase the share of equity transfer; if it is vetoed by the exchange or the Securities Regulatory Commission, the company’s controlling rights will also Still in hand. However, it is clear that the “buyer” obtained control of GEM listed companies through a small share transfer + a large percentage of voting rights, in fact, in a very unstable state of swing, because the entrusted voting rights are definitely different from their own holdings. The attached voting rights and voting rights delegation may be variable. In reality, after a listed company used the above-mentioned operating methods to replace control rights, disputes were caused by the seller's cancellation of shareholder voting rights and the transfer of this part of the equity to a third party. According to the above-mentioned trading ideas, various methods to circumvent the formation of backdoor listing can be derived. For example, the “buyer” entrusts the voting rights of the acquired stock to the original major shareholder who “sell the shell”, and the original major shareholder still holds the control of the listed company. There is no change in the control right, and naturally it will not constitute a backdoor listing. For another example, the “buyer” announced that it would waive the voting rights of the acquired stocks. Failure to obtain a controlling right would not constitute a backdoor listing. However, the voting rights and other rights of stocks are inherent rights inherent in stocks and are difficult to separate. Whether to exercise these rights or not, these rights exist objectively. Not exercising voting rights for the time being does not mean that they will never be exercised. They will still be exercised when the time comes, so as to finally realize the change of control rights and realize the gradual backdoor listing.