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].

Core Viewpoint - The article discusses the differences between reverse mergers and quasi-reverse mergers, highlighting their distinct characteristics and regulatory implications in the context of recent policies such as the "Six Merger Rules" [1]. Summary by Sections Reverse Mergers (Restructuring Listings) - Reverse mergers involve a non-listed company acquiring control of a listed company (shell company) through means such as asset swaps, thereby achieving a listing indirectly. This process serves as an alternative path for asset securitization and must meet IPO-like audit standards [2]. - Key criteria for identifying reverse mergers include: 1. Change of control must occur within 36 months, with asset purchases from the acquirer or related parties [3]. 2. The total assets purchased must exceed 100% of the listed company's total assets from the previous fiscal year [3]. 3. The purchased assets must generate over 100% of the listed company's revenue from the previous fiscal year [3]. 4. The net assets of the purchased assets must also exceed 100% of the listed company's net assets from the previous fiscal year [3]. 5. If the asset purchase leads to a fundamental change in the listed company's main business, it may also be classified as a reverse merger [3]. - Other special circumstances recognized by the China Securities Regulatory Commission (CSRC) may also lead to a reverse merger classification [4]. Quasi-Reverse Mergers (Avoidance Restructuring) - Quasi-reverse mergers are capital operations designed to circumvent the recognition standards of reverse mergers. They achieve similar outcomes to reverse mergers without formally triggering regulatory conditions through methods like staged transactions and financial engineering [6]. - The core logic involves not fully meeting the criteria of "change of control + asset scale compliance" while still achieving asset listing indirectly [6]. - Key characteristics include: 1. No change in the actual controller of the listed company [7]. 2. Asset purchases may occur after 36 months from the initial control change [7]. 3. The main business may change through acquisitions from third parties not controlled by the acquirer [7]. 4. The acquisition scale is kept below 100% to avoid triggering reverse merger conditions [7]. Key Differences Between Reverse Mergers and Quasi-Reverse Mergers - Reverse mergers require meeting all specified criteria, including a change of control, asset acquisition within 36 months, and significant asset scale [9]. - Quasi-reverse mergers typically only need to satisfy 2-3 of these conditions, making them less stringent [9]. - Regulatory recognition and operational complexity differ significantly between the two, with reverse mergers being more standardized and quasi-reverse mergers being more complex and reliant on legal and financial structuring [10].