Research On The Way And Refinancing Of Backdoor Listing From The Perspective Of Market Timing

As the IPO audit standards are too strict,for the particularly high demand for PE enterprises,selecting the appropriate shell companies to backdoor list,it becomes a desirable way to do bigger and stronger.And the backdoor listing itself,the particularity of the transaction,but also produced a lot of backdoor listing of the problem,from the choice of shell resources,backdoor both sides to its path to the realization of the analysis,are worthy of further study and research.In the course of the listing of the backdoor,often involves the choice of timing,this paper will be based on the market timing theory of the transaction process to study the problem.In this paper,we select the case of JD Capital in the backdoor real estate,mainly from the listing of its listing and follow-up private placement and other aspects to detail in the backdoor listing process of the main problems faced: JD Capital why will choose indirect acquisition to obtain a listed company Control? And why is the choice of cash payment to obtain the core assets? Its timing is how to choose the right time to maximize the benefits of listed companies to benefit the major shareholders? This article will analyze the three problems from the perspective of market timing.In particular,from the enterprise "backdoor-injection-directed issuance" three steps to JD Capital backdoor listing of the entire process to describe;from the perspective of the market timing analysis of the financial situation of both sides of the backdoor,and then study the acquisition options;The choice of the way;from the perspective of market timing to study the long-term suspension of listed companies manipulation,and then to study the timing of its refinancing;Finally,the incident research method to study the backdoor listing of short-term performance of listed companies.Finally,this paper draws the conclusion based on the market timing theory:(1)the borrower side tends to develop in its own business or its own industry,the listed company's industry decline when the merger initiated,and the development of listed companies will directly affect the acquisition(2)the choice of payment method is not only driven by the timing of the market,but also limited by the form of the transaction,the place of the transaction and the government regulations,the contract constraints;(3)backdoor in the acquisition of listed companies holding And the core assets are often refinanced,and the borrower will consciously by manipulating the long-term suspension to lock the low issue price,so as to maximize the protection of the interests of major shareholders of the company;compared to the controlling shareholder of the related party Private placement,directly for the company's major shareholder of the private placement has a higher discount rate.The innovation of this paper is as follows:(1)This case with the previous study of the real estate industry,the coal industry is different,as the object of this study JD Capital is the first case of PE backdoor listing,so its backdoor research for the study of PE industry listed with special significance;(2)This article is based on the latest company announcement and report data,the company after the listing of refinancing behavior and post-market short-term performance analysis,so as to follow-up research,to provide Latest case data.