A Case Stucdy On Back-door Listing Of Gf Securities Co., Ltd

With the continuous development of China’s capital market,corporate mergers and acquisitions cases continue to emerge.As the IPO listing review standards more stringent,long process and many gate shut down,in this case backdoor listing this way has become a lot of enterprises to achieve the best way to achieve the listing.Although China gradually will backdoor listing and IPO standards convergence,but the securities industry,cultural media industry,express delivery industry and the return of shares in the A-share market have chosen backdoor listing,as an important capital restructuring transaction in the capital market to maintain A very high degree of heat.February 2010 GF Securities successfully backdoor Yanbian highway to achieve the listing,GF Securities as the first announcement of the backdoor listing of securities companies,the backdoor process has a unique typical.In addition,the backdoor listing and trading process,from the backdoor shell resources before the selection,after the implementation of the backdoor process and the backdoor after the continuous integration of the process,for scholars to provide a lot of research topics.This paper first introduces the research background and significance of the backdoor listing,and then reviews the domestic and foreign scholars’ research on shell resources and backdoor listing,mainly from the three aspects of backdoor resource value,backdoor listing motivation and performance,cost and benefit Summary.In the second chapter,the author first explains the definition of backdoor listing and shell company,and then introduces the theoretical basis of backdoor listing,including efficiency theory,agency theory,information signal theory and market power theory,and then from the enterprise backdoor listing process control Related theory to elaborate.In the third chapter,according to the specific case of this paper,the market background of Guangbao Securities Suburbs Yanbian Highway is introduced,and the basic situation of enterprises in both sides is introduced.Analysis of GF Securities backdoor listing of the main reasons to avoid starting the listing threshold,broaden the financing channels,enrich the net capital,enhance the competitiveness of these four aspects.Backdoor specific program through the share repurchase,convertible merger,non-tradable shares and carried out,and finally backdoor listing before and after the shareholders structure and the parties to make a comparative analysis of earnings.The fourth chapter focuses on the process control of the backdoor listing of GF Securities,and analyzes it from the aspects of the shell resource selection,the implementation characteristics of the backdoor listing scheme and the continuous integration after the listing.In the aspect of shell resource selection,the shell resources with low cost,large financing space and small resistance are discussed,which can promote the realization of backdoor success.In the implementation of the program,from the maintenance of the proportion of convertible,to provide cash options,with employee equity incentive,combined with the four aspects of the split share structure reform of the program clever.After the listing of the integration,through the sale of competing assets,private placement,adjust the income structure,the construction of financial holding group and other aspects of a series of integrated measures to achieve postponement after the listing of profit targets.Finally,this paper summarizes the experience and the matters that should be paid attention to in the listing of GF Securities.Enterprise backdoor listing of shell resources should be fully investigated,select the clean shell resources.At the same time,should pay attention to the transaction process of the original shareholders,public shareholders,dissenting shareholders,employees and other aspects of the interests of all sides to promote the smooth progress of the backdoor process.In addition,the latter should continue to strengthen the integration,so as to improve the company’s operating conditions.Although the backdoor listing is a shortcut to the listing of enterprises,but still concerned about the risk of backdoor process,to strengthen the regulation of insider trading.