| Since the reform and opening up,as the development of China's capital market has slowly transitioned from the germination period to the development period,more and more excellent enterprises have begun to raise funds in the capital market.Under the existing IPO listing approval system in China,the CSRC has strict requirements for enterprises to go public through IPOs.In the context of a high IPO threshold,many companies are beginning to seek other ways to go public,and backdoor listing has gradually become an option for many companies.The existence of backdoor listing not only enriches the way companies achieve listing,but also greatly reduces the barriers to initial listing in some sense.Oriented issuance has been widely used in various mergers and acquisitions in recent years because of its low transaction cost,low system threshold and simple operation.However,the use of private placement by listed companies is considered by many scholars to be intrinsically linked to the transfer of control by the controlling shareholder of the enterprise,the enhancement of the actual operation control of the enterprise by the enterprise operator,and the acquisition of excess personal income by shareholders or operators.With the development of China's capital market,small and medium-sized shareholders tend to mature and rational when investing,which has somewhat enhanced the influence of small and medium-sized shareholders in listed companies.If the information communication between listed companies and small and medium shareholders is not properly handled,the final effect of mergers and acquisitions may be affected.From July 1,2016,China Electronics Corporation signed the “CEC CoreCast Corporation Limited Share Transfer Agreement” with and China Shipbuilding Industry Group Co.,Ltd.,and on September 13,2017,Beijing Great Wall Electronic Equipment Co.,Ltd.listed through the private placement of backdoors.After completing the listing of the company's major assets,Beijing Great Wall Electronic Equipment Co.,Ltd.successfully integrated in management,operation and finance,and also won a good market response.Beijing Great Wall Electronic Equipment Co.,Ltd.'s private placement and backdoor listing as the first successful military mergers and acquisitions case in China after the revision of the “Regulations on Major Asset Restructuring of Listed Companies” by the China Securities Regulatory Commission in 2016,it is possible to study the enterprises that will adopt the same model for listing in the future,especially It is a reference for state-owned enterprises in the system reform.This paper first expounds the research background and significance,and organizes the theoretical research on the private placement and backdoor listing in the academic circles at home and abroad,introduces the related concepts and theories of the private placement of the backdoor listing,and then combines the case of Beijing Great Wall Electronic Equipment Co.,Ltd.'s directional private backdoor listing.Gradually analyze the depth.The case introduction section briefly introduces the reorganization of the two parties,and then outlines the motivations for the listing of Beijing Great Wall Electronic Equipment Co.,Ltd.'s private placements.The main reasons are to achieve short-term listing,corporate development strategy demand,improve asset securitization rate,and seek more company benefits;The main events and their corresponding time points are introduced;then,multiple financial indicators are selected from the four dimensions of solvency,profitability,operational capability and future development capability,and the financial effects of Beijing Great Wall Electronic Equipment Co.,Ltd.'s private placement of backdoor listings are briefly analyzed.It also analyzes the stock price changes before and after the listing of private placements.Then the paper analyzes the realization path of Beijing Great Wall Electronic Equipment Co.,Ltd.'s private-issue backdoor listing.In the selection of shell companies,from the three aspects of business due diligence,financial due diligence and legal due diligence,the analysis criteria of Beijing Great Wall Electronic Equipment Co.,Ltd.in selecting high-quality shell resources were analyzed.In the selection of targeted private placement,the analysis of how Beijing Great Wall Electronic Equipment Co.,Ltd.passed Package technology development and product production,to ensure that the target of private placement(that is,the quality assets injected into the listed company)is not only an independent business and business subject,but also comparable in size to the shell company,capable of achieving long-term profitability.In the aspect of asset reorganization for directional issuance,it analyzes how Beijing Great Wall Electronic Equipment Co.,Ltd.gradually promotes the implementation of reorganization plan and successfully injects high-quality assets;in terms of integration after the private placement of backdoor listing,from management,finance,business,technology development and platform construction,etc.In this regard,it analyzes how Beijing Great Wall Electronic Equipment Co.,Ltd.stabilizes the production and operation order of listed companies through subsequent integration.Finally,through the analysis of the realization path and evaluation results of Beijing Great Wall Electronic Equipment Co.,Ltd.'s private placement and backdoor listing,the experience and concerns of Beijing Great Wall Electronic Equipment Co.,Ltd.'s private placement and backdoor listing are summarized.Choosing the right high-quality shell resources is the basis for the private placement of the shell-backed listing.Choosing the right merger and acquisition model is the guarantee for the success of the private placement-based backdoor listing.Effective integration and management is an effective means to achieve the private placement of the backdoor.At the same time,it should also pay attention to the simplification of the transaction process in the process of private placement and backdoor listing,which can save time and capital costs,and also reduce transaction risk.In the process of integration after the private placement of the backdoor listing,it is not a great success,and it is not eager to seek success.Before formulating business strategy and foreign investment,we should carefully consider and avoid risks. |
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