| After the reform of shareholder structure in2006, the Chinese capital market has entered an era of full circulation. Then with the continuous reform and improvement of the IPO system, the boom of Chinese enterprises being listed in the A-share capital market has sustained years of rapid development under the impetus of various market players such as government, enterprises and investors. Indeed, this trend has not been impacted on by the IPO verification system and economic crisis. Until March in2013, there are2,494listed companies in A-share market and the total capital share has achieved38,632.64hundred million, which occupies the extremely large market scale. Currently, the number of companies waiting for being approved by CSRC to go public reaches more than800, and besides lots of enterprises still eager to enter the capital market by all means.Under such a favorable background of primary market, there are two ways to obtain listing chance, that is, Initial Public Offerings and Reverse Take-over. IPO, as the main approach of issuing stocks, makes high requirements in companies’ operating performance and other sides. A majority of enterprises are failed to meet IPO standards due to all kinds of reasons. In particular, nowadays China is still suffering the macroscopic environment of economic crisis and the dried up domestic and overseas IPO markets. Since the November2012, the A-share primary market welcomes the interregnum of IPO auditing that means the stagnation of issuing and verifying new stocks.On this occasion, as the other way to enter the market, RTO gains popularity from more and more enterprises and the number of RTO transaction record increases year by year. Besides, shell resources are becoming more and more valuable. However, on the other hand, due to the mass of RTO stakeholders, the complexity of its transaction and the numerous indeterminate factors, problems and risks aroused by them occur in the process of scheme design and its carrying out. These problems mainly include:the fairly high transaction cost, the fail of maximizing net-profit and properly settling key deals due to the unreasonable design of transaction scheme, and also the competition within the industry, the ability to predict and attain profit, the protect of minority shareholders and so on, and all these problems may lead to high degree of combination cost and the difficulty to be approved. In view of above reasons, CSRC take strictly measures to examine RTO, and its approving standards are gradually similar to IPO. Therefore, under such circumstances, to study how to optimize RTO scheme design and avoid risks for maximizing net-profit exerts a great influence on Chinese capital market.Through studying two levels of systems, one is from the theoretically legal principles of accounting and taxation related to RTO, and the other is from administrative laws and regulations like Measures for the management of the material assets reorganization that promulgated by CSRC, combing the current situation and risks of the market, the thesis aims to study how to avoid the above mentioned risk and optimize scheme design. Besides, the typical cases are enclosed to explain it explicitly. Firstly, the thesis reviews the domestic and overseas theory references about RTO, and induces and concludes some related references. Meanwhile, some basic concepts and theories of RTO are being clarified. Secondly, it summaries the current situation of RTO in A-share market and also points out its high risk. Then, in respect to these risks, it proposes a series of measures to solve them and some suggestions for advancing scheme design. Next, some typical cases are used to state it respectively. At last, the thesis offers some related policy recommendations on the market construction, the supervision of policies in macro-level and the function of accounting standard, tax regulations, and intermediary agencies in micro-level.Through the analysis and discussion of this thesis, the following conclusions are being reached finally:firstly, RTO, as a special way to reorganize and go public, is regulated by the deficient system. The related party especially restructuring side has to pay full attention to risks during the process of scheme design and its carrying-out. Secondly, restructuring side and designer need to study accounting, taxation, and evaluation theoretical system generally, taking advantage of related professional knowledge to reduce the cost. Thirdly, during the process of designing and carrying out scheme, restructuring side should solve the main problems of approval previously, to ensure the successful pass by CSRC, at the same time, the operating performance of the reorganized listing companies will be more normative and their profit will be more significant. The last but the most important, with the continuous revision of related regulatory measures, the gradual release of administrative licensing matters and the abundance of supporting financing measures, reorganizing sides will bring their subjective initiative into full play when designing schemes, then they will design targeted schemes based on the specialty of each case, and pay more attention on the range of regulations and approval mechanism. They make each party of the transaction obtain the maximized earnings through negotiation and arrangement of business benefits. |
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