| In order to regulate the major asset reorganization of listed companies,protect the legitimate rights and interests of listed companies and investors,promote the continuous improvement of the quality of listed companies,and maintain the order of the securities market and social public interests,the China’s regulatory authorities introduced the first edition of the Measures for the Administration of Major Assets Reorganization of Listed Companies in 2008 and the latest fifth edition of the Measures for the Administration of Major Assets Reorganization of Listed Companies in 2019.In this paper,based on the relevant documents and the collation of the contents of the five editions,it is found that the regulator has continuously tightened the back-door listing system,limiting the path of listing to both IPO and back-door listing.With the continuous development of China’s economy in recent years and the emergence of new industries,many outstanding non-listed enterprises have been emerged,which want to enter the securities market to obtain financing through IPO in order to make their enterprises bigger and stronger.Due to the increased time and capital cost and complicated process of IPO,back-door listing has become a convenient shortcut for unlisted companies that have urgent financing needs but do not meet the listing requirements to enter the capital market.Likewise,for listed companies on the verge of delisting,back-door listing is a common way to optimize resource allocation and improve their business situation.With the tightening of the regulation of backdoor,most of the unlisted companies with the demand for back-door cannot meet the conditions,therefore,“backdoor-like” listing means have emerged in the capital market for the purpose of circumventing the regulation of backdoor.The paper attempts to analyze the attitude of China’s current regulatory system towards back-door listing by summarizing the five versions of China’s regulatory system for back-door listing.It adopts the method of case analysis for research.Combined with the background of back-door listing system in the year,it starts from typical cases to conduct in-depth analysis on the backdoor" listing behavior of 37 Interactive Entertainment.It first analyzes the motivation of 37 Interactive Entertainment to choose a backdoor-like listing and the motivation of selecting Shunrong as the back-door company by taking into account the SWOT analysis of 37 Interactive Entertainment and the industry background.In terms of economic consequences,the CAR value and Tobin’s Q value are calculated by the event study method to reflect the market reaction,wealth effect,financial index analysis and industry comparison to analyze the impact of the back-door listing on the financial effect of 37 Interactive Entertainment.The author draws the following three conclusions from the research and analysis: firstly,the backdoor-like listing enables the company to obtain better short-term wealth effect;secondly,37 Interactive Entertainment can better cope with the industry competition through the backdoor-like listing;thirdly,there is a problem of violent shareholding reduction by major shareholders after the backdoor-like listing of 37 Interactive Entertainment.Through the research and analysis,the author believes that the backdoor-like listing should be viewed rationally,and the case of 37 Interactive Entertainment can show the financing needs of many excellent enterprises in China and their great potential;it can also show the problem of violent shareholding reduction and asset transfer of the enterprises through the backdoor-like listing.Finally,the author proposes targeted suggestions based on relevant theories at home and abroad,combined with the problems found after the analysis of the case companies. |
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