近一个时期,企业并购、资产重组在全国范围内形成了一股势不可挡的狂潮。买壳上市作为企业并购的一种重要方式,越来越多地得到企业界和投资者的广泛关注。“买壳上市”的基本概念:就是指非上市公司通过对上市公司的控股达到间接上市目的的一种市场行为和企业行为,一般由两个步骤组成:第一步是买壳,即由非上市公司收购上市壳公司,成为其第一大股东;第二步进行资产置换,将壳公司的原有不良资产卖出,并反向收购非上市公司的全部或大部分优质资产,从而实现非上市公司资产和业务间接 In recent period, mergers and acquisitions, asset restructuring in the country formed an unstoppable frenzy. As an important way of mergers and acquisitions, buying shell market is getting more and more attention from enterprises and investors. The basic concept of “shell to buy a shell” refers to a kind of market behavior and enterprise behavior that a non-listed company achieves the purpose of indirect listing through controlling the listed company. Generally, it consists of two steps: the first step is to buy a shell, that is, Listed companies acquired listed shell companies, becoming its largest shareholder; the second step in asset replacement, the shell company’s existing non-performing assets sold and the reverse acquisition of all or most of the non-listed companies high-quality assets, in order to achieve non- Listed companies assets and business indirectly