| Summary: | 碩士 === 國立政治大學 === 法律學系 === 104 === The back-door listing rules in mainland China exist some problems including narrow definitions, unclear examine standards and imperfect protection of minority shareholders’ interests. This article analyzes back-door listing rules in the mainland China from four aspects: the causes of its rise, the development and its current situation, definition and standards and the procedure of such activities. At the same time, this article takes Hong Kong and Taiwan as comparison. Both of them have specified definition, strict standards and excellent systems protecting minority shareholders’ interests, which provide a good reference for mainland China.
This article provides some suggestions to improve the back-door listing rules in mainland China based on its special circumstances. First, detailing its definition and standards. Such advices are covered by Measures for the Administration of the Material Asset Restructurings of Listed Companies (Consultation Paper) made by the China Securities Regulatory Commission in June 2016. Second, this paper suggests to set a clear examining standard, introduce securities class actions system and increase the punishment level for illegal behaviors in order to protect minority shareholders’ interests. Third, administrative power should be limited in a reasonable range, and meanwhile education for investors is desire to establish a better capital market.
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