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. First, the parties to restructure corporate body must be qualified , which is restructuring the parties conduct effective foundation and guarantee ; Secondly , restructuring actions should not be any violation of state law , the content must be legal ; and restructuring the contents must also be determined by the parties restructuring actions implemented content is positive, clear.

④ corporate restructuring program 's legitimacy. Corporate restructuring is the enterprise 's overall liquidity and transfer of ownership process that is restructuring the parties to obtain civil rights and assume civil obligations of civil legal action, so the restructuring process must comply with the statutory procedures.

Reorganization of listed companies a large part around the " security shell protection with backdoor shell " to carry . "Paul shell protection with backdoor shell ," the essence of this case is the use of listed companies from the stock market to get low-cost, low- liability funding. In order to maintain security with the shell for the purpose of restructuring of listed companies have autonomy , but in order for the purpose of restructuring backdoor shell acts as a shell resources listed company restructuring often become the target side . Chinese enterprises financing so far is still based mainly on bank loans , corporate debt ratio is higher, with China's stock market is still in the early stages of development , the overall situation is still in short supply , a listed company on the stock market constraints and pressures still weak , so relative to debt financing , equity financing costs low, almost do not bear any responsibility, a strong preference for equity financing companies . But at the same time , due to various reasons , China's enterprises to the stock market financing has been much stronger than the general market economies restrictions, and a veteran of the state-owned enterprises more likely to get listed on the chance that some rising star , especially some new entrepreneurial high science and technology enterprises and private enterprises , direct access to equity financing is much more difficult . In this case, the " Shell" has a high value , many companies want to come through the restructuring of the " Shell" reconfigured using recombinant opportunity to snatch the "shell" of resources , maintenance of "Shell" and continue in full use the " shell" of resources .

In this purpose various asset restructuring companies in the growth stage , the product market space itself can not achieve economies of scale production , the marginal benefit of factor inputs is higher than the social average profit margin , the main revenue and profit simultaneously increased. And the benefits of mass production can bring economies of scale, such as the mass production caused by the deepening division of labor brought about by increased productivity , unit fixed cost reduction and so on. Therefore, in order to improve operating performance of these companies will choose to expand its core business .