Research On Overseas Back-door Listing Relating To Income Taxation Law

During these years, an increasing number of Chinese companies listed overseas at foreign securities markets in Hong Kong, London, New York, Singapore and etc. In virtue of listing overseas, hundreds of Chinese enterprises, including Mengniu Dairy & Food Co., Ltd., Alibaba.com Co., Ltd., Snda Network Development Co., Ltd., Homeinns Hotel Co., Ltd. and Ctrip.com Co., Ltd , successfully landed on foreign stock markets and then financing directly. Undoubtedly, during this whole process the income taxation law will have an influence on several sections like the domestic assets reorganization, cross-boarder equity transaction, after back-door listing and so forth. Overseas back-door listing is accompanied by numerous income tax problems, for instance, tax avoidance by using controlled overseas companies, cross-boarder stock conversion and the actual controllers' individual income tax problems. The existing Chinese Taxation Law does not cover all issues above in this respect, or even has no specific regulation. According to this, the thesis analyzes the process of the overseas back-door listing, especially the sections like the domestic assets reorganization, cross-boarder equity transaction, after back-door listing which greatly influenced by income taxation law, and further provides some suggestions to improve the tax law.The first part of the thesis introduces the definition, evolution and its current state of overseas back-door listing. At the same time, it briefly analyzes its reason and influence of income taxation law. The second part focuses on the assets reorganization of overseas back-door listing, embracing tax law issues relating to domestic assets reorganization and cross-boarder equity transaction. The third part analyzes the tax avoidance of actual controller using the controlled overseas companies.The innovation of this thesis lies in the analysis on overseas back-door listing in eyes of the income taxation law. Discussions before, however, used to pay attention mostly on the securities supervision and capital exit-entry supervision of overall overseas back-door listing, only few questions relating to the income taxation law.