| Mergers and acquisitions is a strategic approach to enhance the competitiveness of enterprises to achieve its expansion.The merger and acquisition of an enterprise can influence its management strategy,management status and corporate culture.Backdoor listing,as a special way of mergers and acquisitions,is chosen by many enterprises to avoid the threshold of IPO listing.Backdoor listing enables a non-listed company to obtain the controlling stake in a listed company,and then inject quality assets into the latter in the fashion of indirect listing.Backdoor listing can broaden the listed channels of China’s non-listed companies,and accelerate the listing process.It can also optimize resource allocation of our securities market so as to promote the development of the stock market.Under this background,to analyze backdoor listing from theory to practice is a subject worth studying.This paper takes Jinke Group’s backdoor listing as a case,mainly uses methods of descriptive research and case studies to analyze the financial effect of backdoor listed.The financial problems on the backdoor listing of private enterprises like Jinke Group are unfolded in five chapters.The first chapter is the introduction,discussing the significance and background of this thesis,summarizing the domestic and foreign research literature,and then constructing the research ideas and methods,so as to sort out the research framework of the thesis.The second chapter is an overview of the theory on the financial effect of listed private enterprises backdoor: firstly,"shell" is introduced,the meaning of backdoor listing is defined,and the motivation of capital market of private enterprises’ backdoor listing is summarized;secondly,the financial benefits and measures of backdoor listing are discussed,so as to provide a theoretical basis for the financial analysis in the fourth chapter;finally,Economies of Scale Theory,Competitive Advantage Theory and Synergy Theory provide the theoretical basis for Jinke’s backdoor listing.The third chapter is a case study,including the basic situation of the two backdoor parties,the motivation,the design and the implementation process.The motivation is to avoid various barriers of IPO listing,to obtain more financing and to seek faster development and free propaganda effect.The fourth chapter is a financial analysis on the effect after backdoor listing from Jinke Group’s solvency,operating capacity,and profitability.This thesis has made a comparative analysis on short-term and long-term financial performance.The results show that,backdoor listing in the short term slightly improves Jinke’s profitability,but in the long term,financial indicators tend to be stable or declining.Secondly,the influence on capital structure is unfolded from such three aspects as capital scale,financing channels,and share holding ability.Analysis finds that the company has more registered capital and more financing channels.It is going through structure optimization,and its shareholder holding ability is not affected.Thirdly,the analysis on asset quality finds that through integration the enterprise achieves business synergies and enhances its competitiveness.Also,its asset quality has been improved to a certain extent.Finally,to analyze the market reaction from the announcement date within 20 days of the stock price and earnings per share,the results show that both in short and long term,the increase in shareholder wealth has obvious short-term market reaction.The fifth chapter is the summary of experience and enlightenment.Trough the case study,the thesis summarizes the experience and lessons and makes suggestions for China’s private enterprises on backdoor listing.After exploring various literatures,the thesis combines theory and case study,discusses from the perspective of subject,uses quantitative and qualitative,empirical research and normative research methods.The analysis of the financial effect of backdoor listing has important practical significance and theoretical value.The research is expected to provide reference for potential managers.The study results show that Jinke Group’s capital structure and asset quality have been improved after the backdoor listing,but its financial performance indicators are unsatisfactory.The contribution of this thesis is to construct a framework for the overall analysis on the financial effect of backdoor listing from the perspective of trading body. |
