| With the continuous development of e-commerce and the continuous release of consumer demand,the strategic position of the express delivery industry in the national economy has become increasingly prominent,industry competition has become increasingly fierce,more and more logistics enterprises have accelerated the integration of resources and capital、market and customer,chosen to access the capital market to meet their demand for funds.After Yuan Tong and Shen Tong have chosen the backdoor listing,SF also embarked on the backdoor listing in May 2016.Backdoor listing is another important way of listing outside IPO,due to the long waiting time of IPO,many companies eager to go public will choose the special way of listing.However,the success rate of the backdoor listing has fallen sharply in the case of more stringent criteria for the review of the backdoor listing.The choice of the shell company and the backdoor model to a certain extent determines whether the company can be successfully listed in the backdoor.Therefore,it is necessary to conduct in-depth research on shell company selection and backdoor model design.SF was successfully listed in the period of strict trial of the backdoor listing of the SF,there must be some places to learn from the operation of SF shell listing.Through the following analysis,this paper makes a study on the listing of Shun Feng borrowed shells and analyzes the aspects worth learning in the process of its borrowing.This paper first reviews the domestic and foreign related research achievements on the backdoor listing,combing the motivation of the shell listing,the characteristics of the shell company,the model of the shell and the performance of the backdoor listing.Secondly,analysing the basic situation of SF,it is considered that SF,mainly driven by four factors of industry competition,financing needs,falling profits,and seizing the capital market,chose to enter the capital market by the backdoor.Then,it focuses on the analysis of SF backdoor shell company selection and backdoor design.When analyzing the selection of shell companies,starting from SF’s demand of shell company,we choose three representative shell resource analysis advantages and disadvantages,analysing the conditions of Ding Tai to explore the reasons why SF chose Ding Tai as its shell company.In terms of backdoor design,it was found that SF’s shell scheme had several relatively special designs: the backdoor model is asset replacement and issuance of swaps,rather than the common method of first buying out control rights;placing assets without much premium;taking "inquiry" as a pricing method;revising the reorganization report twice to separate financial assets.These particulars are the choices made by SF based on the status quo of the market,the situation of the shell company and its own capabilities.These relatively special designs enable SF to go through the CSRC audit smoothly in the strict trial period.Next,analyzing the performance of SF’s backdoor listing from multiple perspectives,we found that the market generally favors the backdoor listing of SF.SF has brought excess returns to shareholders,and has performed well in terms of business development and other aspects within one year of listing.It can be said that the listing provides more space for the development of SF.Finally,according to the conclusions of this study,four suggestions for the proposed backdoor company are put forward.This paper makes an in-depth study of the case of the loan shell listing of SF.The study finds that when the company chooses the shell company,it should pay attention to the management situation,the market value equity and the financial situation of the shell company.When designing the project,company should combine its own situation,comply with the direction of supervision,choose the most suitable model of the borrowed shell,and select the listed assets carefully. |