20 1 1 When the Administrative Measures for Major Asset Restructuring of Listed Companies were revised, it was proposed that a listed company could raise some matching funds at the same time when it issued shares to purchase assets, and the proportion of matching funds should not exceed 25% of the total transaction amount.

< Measures for the Administration of Major Asset Restructuring of Listed Companies > Opinions on the Application of Articles 13 and 43-Opinions on the Application of Securities and Futures Law No. 12 stipulates: "Some matching funds raised by listed companies while issuing shares to purchase assets are mainly used to improve the integration performance of reorganization projects."

Extended data:

Problems needing attention in supporting backdoor listing financing;

When a listed company issues shares to purchase assets, it may simultaneously raise matching funds. Through "one-stop" audit, the market efficiency of M&A of listed companies can be improved, the financing channels of M&A can be broadened, and the performance of M&A integration can be improved.

When demonstrating the matching financing scheme, we should pay attention to the following issues:

1. Raising matching funds to improve the performance of mergers and acquisitions of listed companies mainly includes: paying cash consideration for this merger transaction; Pay M&A integration fees, such as taxes and personnel placement fees for this M&A transaction; The construction and operating fund arrangement of the underlying assets under construction involved in this merger and reorganization; Supplementing the liquidity of listed companies, etc. ?

2. Under the following circumstances, matching funds shall not be raised on the grounds of supplementing liquidity: the asset-liability ratio of listed companies is obviously lower than the average level of listed companies in the same industry; The use effect of the previous raised funds obviously did not reach the planned progress or expected income publicly disclosed; The merger and reorganization plan is limited to the acquisition of minority shareholders' rights and interests of the holding subsidiaries of listed companies; The merger and reorganization plan constitutes a backdoor listing.

3. Listed companies, financial consultants and other relevant intermediaries shall fully analyze and disclose the necessity, specific use, planned progress and expected income of matching raised funds.