To Achieve The Purpose Of Backdoor Listing Through Refinancing Is To Innovate Or Evade Regulation

In China,there are two main ways for enterprises to go public: IPO and backdoor listing.Under the approval system,backdoor listing Compared with IPO is favored because of its advantages of lower time cost.With the development of the capital market,problems such as insider trading and high premium speculation in backdoor listing have emerged,which seriously affect the role of backdoor listing in optimizing the allocation of resources.In order to balance the listing conditions,the regulatory authorities stipulate that the backdoor audit standards are the same as IPO and strictly limit the backdoor accreditation standards.However,there are still some companies trying to use so-called "innovative" means to avoid regulation.The behavior of evading regulation seriously affects the stability of listed companies and capital market.The basic positioning of refinancing is to provide funds for the development of listed companies with relatively loose regulatory policies.However,as the backdoor listing is more difficult,refinancing is manipulate as a particular type of arbitrage tool.In particular,after the "refinancing new regulations" released in February 2020,which greatly relaxed the regulatory requirements,we should pay more attention to the problem.Taking steyr as an example.In 2013,Bothwin Investment Company(00076.SZ,later changed the name to Steyr)simultaneously realized the change of control and the injection of the underlying asset through refinancing,essentially achieving the purpose of backdoor listing.After 7 years,The hidden risks gradually exposed.this paper analyzes its capital operation process and special transaction arrangements,and focuses on the analysis of the regulatory loopholes measures the short-term and long-term performance respectively by using event study and finance index method.And then puts forward suggestions for improving supervision.and Study found that the so-called "innovative" approach to a blind crossborder restructuring has increased financial risks.At the same time,it also reflects the problems in the supervision of backdoor listing.The listed company finally jumped through the regulatory hoops by using the unclear regulation between refinancing and material assets reorganization.At the same time,a three-way deal helped the company avoided the being identified as reverse takeover.With a high performance commitment and the speculation,Its short-term performance improved.While the long-term performance behaved in the opposite way,the inferior-quality asset is the core reason.The existing law does not provide a clear ratio of money when a private share placement should be regarded as the purchase of assets through issuing shares.In order to plug the regulatory loopholes,it is suggested to clarify relevant indicators of the connected areas and strengthen the coordination of different regulatory authorities,and conduct supervision in accordance by substance over form principle.Further improve the criteria for backdoor listing,strengthen continuous supervision and accountability are also recommended.At the same time,we should strengthen the supervision of performance commitment and standardize the participation of M&A funds.Previous researches on backdoor listing mainly focus on its motivation or performance.The research on its supervision from a new perspective is innovative to some extent.Different from the general and abstract research on backdoor listing’s supervision,this paper can directly and concretely reflect the problems and put forward specific suggestions in the form of cases,which is relatively more applicable.