借壳上市vs类借壳：14个案例拆解核心差异与实操要点

Core Viewpoint - The article discusses the differences between "backdoor listing" and "quasi-backdoor listing," two common capital operation methods in the capital market, especially after the implementation of policies like the "Six Merger Rules" [1]. Summary by Sections Backdoor Listing (Restructuring Listing) - Backdoor listing refers to a non-listed company acquiring control of a listed company (shell company) through means such as acquisition or asset replacement, subsequently injecting its own business and assets into the shell company to achieve the goal of listing [2]. - Key criteria for backdoor listing include: 1. Change of control must occur within 36 months, with the listed company purchasing assets from the acquirer or its affiliates [3]. 2. The total assets purchased must exceed 100% of the listed company's audited total assets from the previous fiscal year [4]. 3. The revenue generated by the purchased assets must also exceed 100% of the listed company's audited revenue from the previous fiscal year [4]. 4. The net assets of the purchased assets must exceed 100% of the listed company's audited net assets from the previous fiscal year [4]. 5. Issued shares for asset purchases must exceed 100% of the shares on the day before the board resolution [4]. 6. Even if the above asset injection scales do not meet the 100% standard, if the transaction leads to a fundamental change in the listed company's main business, it may still be recognized as a backdoor listing [5]. Quasi-Backdoor Listing (Evasion Restructuring) - Quasi-backdoor listing is a capital operation method that avoids triggering the backdoor listing recognition standards through step-by-step transactions, dispersed targets, and financial maneuvers, achieving similar effects to backdoor listings without formally meeting the criteria [6]. - Key characteristics include: 1. No change in the actual controller [7]. 2. Assets may be acquired after 36 months [7]. 3. The main business may change through acquisitions from third parties [7]. 4. The acquisition proportion is kept below 100% [7]. - The focus is on the synergy between the acquirer and the listed company, enhancing overall competitiveness and profitability, resembling the business restructuring seen in backdoor listings but differing in form [8]. Key Differences Between Backdoor and Quasi-Backdoor Listings - Backdoor listings require meeting all specified criteria, while quasi-backdoor listings may only need to satisfy 2-3 conditions [8]. - Regulatory scrutiny is more stringent for backdoor listings, which must meet IPO standards, while quasi-backdoor listings face less stringent oversight [9]. - The operational complexity and timeframes differ, with backdoor listings typically requiring longer approval processes [9].