A Study Of The Listed Companies’ Similar Backdoor Listing Behavior

Nowadays,enterprises expand financing channels by listing.At present,there are mainly two forms of listing:IPO and backdoor listing.China implements the approval system management of IPO,which also makes the application process of IPO review complicated,high cost and long application time.Therefore,backdoor listing is favored by enterprises.With the increasing popularity of backdoor listing,the phenomenon of excessive speculation and arbitrage in the capital market has led to a series of vicious behaviors of speculation.Therefore,the CSRC has issued relevant regulations for rectification.With the promulgation of management measures for major assets reorganization of listed companies(revised in 2014),the audit mode of backdoor listing has changed from the original audit based on M&A to the audit based on IPO.The strict supervision mode of backdoor listing makes many enterprises turn to "similar backdoor".This paper takes Shanghai sanaifu new materials Co.,Ltd.as an example to illustrate the case of "similar backdoor",analyzes the specific plan and implementation process of sanaifu’s asset restructuring from the background and motivation of sanaifu’s asset restructuring,and analyzes the compliance of similar backdoor behavior,characteristics of similar backdoor behavior mode and similar backdoor behavior The results show that the major asset restructuring mode of "cash acquisition+cash back investment" adopted by sanaifu has double advantages;the mode of "three party transaction" makes sanaifu’s asset restructuring compliant;the mode of "cash acquisition+cash back investment"+"three party transaction" is an efficient restructuring mode.Sanaifu has improved its own business and financial situation through major asset restructuring programs.However,there are integration risks and goodwill impairment risks in cross industry M&A,and the long-term impact of M&A on the sustainable operation ability of sanaifu remains to be observed.In addition,sanaifu’s asset restructuring model has implications for the reform of state-owned enterprises in terms of payment methods,restructuring steps,and maintaining the stability of control rights,as well as for the management of similar backdoor behaviors by the regulators.