The "Tripartite Transaction" Model And Its Economic Consequences Under The New Regulatory Environment

IPO and backdoor listing are the most important financing means in China's capital market.Due to strict IPO and backdoor listing auditing standards and long auditing time,many enterprises achieve curvilinear listing by avoiding backdoor listing accreditation standards.In 2016,the revised and implemented measures for the management of major asset reorganization of listed companies further improved the identification standard for shell borrowing,blocking the previously feasible curve shell borrowing behavior from multiple paths.Under the new regulatory environment,many enterprises have opened up new paths based on the original curve backdoor schemes and designed more sophisticated schemes to avoid backdoor schemes.Through the analysis of the backdoor listing system in China,this paper concludes that after keeping the control right unchanged and introducing the third party to avoid the backdoor operation,it selects nantong forging as a representative case of major asset restructuring.On January 15,2018,after several modifications,it was rejected by the CSRC,and the case of "three-party transaction" of nantong forging & stamping that was terminated was granted an unconditional meeting.The "tripartite transaction" of nantong forging is a significant asset reorganization behavior of acquiring assets from a non-associated third party at the same time of the change of control right.As of the beginning of 2018,several shell borrowing schemes that have been successfully held include nantong forging and pressing,sanaifu,nanyang technology and so on.Among them,nanyang technology avoids backdoor transactions mainly by controlling the scale of assets,while nantong forging mainly focuses on the buyers and their affiliates,improves the existing "three-party transaction" mode,and maintains the stability of control rights by increasing the intensity of "60-month locking",and replies to the inquiry opinions of CSRC.In addition,event study method and financial index analysis method are adopted in this paper to evaluate the economic consequences after nantong forging trade.This reorganization has brought a positive performance impact for nantong forging.Finally,according to the above analysis summarizes the case enlightenment.As the gem's first to "tripartite trade" mode will be the material assets reorganization,analysis of nantong forging model and the material assets reorganization after the economic consequences,not only for similar enterprises to provide new path choice of the material assets reorganization,can also understand the regulatory audit trends and regulatory focus,you can also provide new ideas for regulatory oversight.