Case Study Of 3FNM Major Asset Restructuring

Enterprises can achieve rapid expansion,adjust the existing industrial structure and enhance enterprise value through major asset restructuring.Under the policy background of gradually optimizing the market environment for mergers and reorganizations,the audit of major asset restructuring tends to be relaxed.More and more companies choose to use the major asset restructuring to improve enterprise management.Review the major asset restructuring the relaxation of the policy makes the backdoor listing has emerged.Backdoor listing in a period of time by companies as an alternative to direct listing has been wildly hyped.In view of this phenomenon,CSRC has become increasingly strict in the qualification examination of backdoor listing.In 2016,CSRC established the most strict and complete criteria for backdoor listing in history.SHANGHAI HUAYI(GROUP)COMPANY,the controlling shareholder of 3FNM,has long had the intention to transfer part of its shares.SHANGHAI HUAYI(GROUP)COMPANY and CCDC reached an agreement to conduct the transaction on the premise that3 FNM completes the major asset restructuring and changes its main business.Therefore,shortly after the release of the "most stringent criteria for backdoor listing in history" in 2016,3FNM announced that it would be a major asset restructuring.3FNM bought AVA in tripartite transaction and spun off parts of the business.Shanghai Stock Exchange suspected that3FNM’s trading scheme deliberately evaded backdoor listing,and conducted three inquiries on 3FNM.3FNM revised the transaction plan three times,which took one year and eight months to complete the major asset restructuring.This paper uses the methods of literature research,case analysis and event research to study the major asset restructuring of 3FNM.On the one hand,this paper studies the means of evading "backdoor listing identification standard" in the scheme design of reorganization.On the other hand,studies the material assets reorganization of 3FNM’s financial performance and non-financial performance.This paper consists of five parts.The first part mainly expounds the research background and significance,and lists the research ideas and methods.The second part summarizes the existing research results on asset restructuring,backdoor listing and backdoor avoidance listing,and sorts out the development of China’s legal supervision system on major assetrestructuring and backdoor listing,In addition,it also focuses on the change trend of backdoor listing and identification standards under the registration system in 2020.The third part explains the trading background of the case,the situation of each trading party and the trading process and results.The fourth part analyzes the motivations,trading patterns,means of avoiding backdoor listing identification standards and risks in the reorganization of the parties,and analyzes the impact of the reorganization on the governance structure,main business,market performance and financial performance of 3FNM.Finally,the case is summarized and Suggestions are put forward from two aspects: the supervision layer and the company layer.