Research On The Risk Management Of Backdoor Listing:A Case Study Of Nine Top Group

With the development of the capital market,landing capital market to finance has become the choice of more and more corporate.Usually,there are two ways to go public.One is IPO(initial public offerings),and the other is through backdoor listing.The backdoor listing is a special kind of mergers and acquisitions,which has the advantages of simple process and fast cycle,and is the main choice for private enterprises to realize the listing objectives.In China,backdoor listing supervision system is imperfect and existing historical problems,coupled with the low level of corporate risk control and the personal desire of corporate managers,the backdoor listing process is likely to expose many risk issues.In many cases,the enterprise has a large blindness in the backdoor listing.There is no risk awareness before the backdoor listing;insufficient information collection and risk identification are not carried out.The corresponding risk control measures are not implemented,this result the risk becomes a loss,which ultimately leads to the backdoor listing failed.This paper firstly describes the backdoor listing and related concepts,introduces the risks that are common in the backdoor listing process,and adopts four basic risk control methods: risk identification,risk avoidance,risk transfer and risk retention,and Overview basic theory of backdoor listing risk control.On this basis,with the case analysis of the failure of the backdoor listing of Nine Top Group and Anzhong Group,before the backdoor listing,Nine Top Group make strategic plan to clarified the motivation of the company's backdoor listing;conducted due diligence on the shell company to understand the shell company's Basic situation;hire a professional intermediary agency to assist in the backdoor listing;and negotiate with the shell company on the specific matters of negotiation,restructuring and reorganization of assets.Although Nine Top Group has made so many preparations in response to the potential risks in the backdoor listing process,Nine Top Group has violated the commitments made in the restructuring agreement,driven by the huge benefits of listed financing,through the way of financial fraud.Increased operating income,actual operating profit and performance commitments are different,the stock price due to false disclosures of information quickly rose,but also quickly fell due to investigation by the Securities and Futures Commission.The effect of risk control is not satisfactory.It reveals that the corporate strategy is separated from the risk management strategy,the risk control system is difficult to implement effectively,the shell company has notverified the false information disclosed in the backdoor listing,and the intermediary has failed to play the role of backdoor listing risk control.The fundamental reason is that both sides of the backdoor listing have a weak sense of coping with risks.Under the family-based management model,control rights are concentrated in the hands of actual controllers,neglecting the lack of relevant personnel training and risk accountability systems,and the intermediary as the final checkpoint for risk control.Failure to maintain independence and lack of diligence led to the failure of the backdoor listing.Learn from the case and make suggestions for improving the risk control of private enterprises in China.First of all,from the internal environment of the enterprise: When enterprises face the huge interest of listed financing,they should establish a correct concept of backdoor listing,strengthen the risk awareness of the company's management,strengthen the internal supervision of the company and cultivate relevant talents,establish and improve the risk control system.Secondly,from the external environment: the shell company should supervise the relevant information disclosed by the backdoor party,and the intermediary agency should diligently perform its duties and maintain its due independence.Create a good environment for backdoor listing risk control,reduce the risk of corporate backdoor listing,and help companies to go through the market.