Study And Case Analysis On Backdoor Listing In NEEQ

As an important part of the construction of the multi-layer capital market system in our country. National Equities Exchange and Quotations (new three board) develops rapidly pushed by system bonus, government subsidies and huge investment from institutions and personal investors. List quantity, amount of non-public offering of shares, mergers and acquisitions realize explosive growth. Listed company make through the investment and financing channel, to a large extent eased the innovative medium-small-micro enterprise difficulty in financing and high cost in financing current situation. Especially notable is the new three board market come forth big quantity of mergers and acquisitions deals. With the capital operation and industrial chain integration of Listed and unlisted company, new three board market have already become the large merger and acquisition resource pool, make the resource allocation more efficient. New three board Backdoor listing as a special form of merger and acquisition bring attention of listed and unlisted companies, also the supervisor, some company form less than two years list time urgent or restricting cost high sector restriction and history flaw. So in these factors they choose to buy the shell resource. In these boundaries make the shell resource stay in a high price and relative long time.This article begins study from Backdoor restructing party perspective to start deep research of listed Backdoor restructing company. Firstly comb and summary article about Backdoor listings home and abroad. Then summary the current situation of Backdoor listing, and the reason companies choose Backdoor listing.Seperate the Backdoor listing as standard Backdoor listing and regulation arbitrary Backdoor listing. After that, discussed the risk of mentioned two type Backdoor listing come into stock market. Expounds the including solutions in different type Backdoor listing model and optimization standard Backdoor listings. Key links and introduce two cases of successful standard Backdoor listing under different pattern typical cases then analyze it.Finally give policy suggestions about Backdoor listing.Different from enterprises choosing backdoor listing in A stock market due to high cost of queuing time, by combing the backdoor listing case during the period of January 1,2015 to April 24,2016, backdoor listing in NEEQ causes are more complex, mainly through the backdoor reorganization:three new board to undertake the implementation of the delisting of the company IPO curve; shorten the time listed capital operation carried out as soon as possible through the backdoor through; backdoor of part of the shares listed on the new board through the backdoor listing of tax savings; financial standard cost; through the backdoor listing to avoid dissatisfaction with the establishment of two years or trade restrictions such as listing restrictions and so on. In the above motivation, enterprises achieve backdoor listing through direct backdoor listing, incremental backdoor listing and backdoor before listing.Because understanding about the new three board backdoor listing is not sufficient for companies and intermediaries, NEEQ regulatory philosophy is different from the A shares, improper transaction arrangements will lead to regulatory risk and high transaction costs. This paper introduces two classic backdoor listing cases case analysis:Garden green backdoor restructuring Huaxin 5 and Nanfu battery backdoor restructuring YaJin Technology. Two backdoor listing reduce the transaction costs through clever appropriate scheme design and transaction arrangements.After the analysis and research, conclusion as follows:(1) New three board backdoor listing enterprises listed company as a special channel, asset restructing and listing them for regulatory arbitrage under the backdoor listing of the risk of large standards of all stakeholders, especially under the backdoor listing of backdoor restructing party in the design and implementation of subsequent backdoor listings program should pay attention to each link risk. (2) Backdoor restructing and related financial advisers, accountants, appraisers intermediaries through the pattern choice, such as accounting, tax planning and other professional arrangement to optimize design scheme can reduce overall backdoor listing transaction costs, promote restructing the net gain of merger, acquisition and reorganization. (3) New three board system and the related audit is not perfect, regulators need to release the backdoor listing of more clear standards, avoid regulatory arbitrage, form consensus, guide the new three board backdoor listings benign development. At the same time provide a shell side more perfect the preferential tax preferential policies to encourage small and medium-sized enterprises to carry out the merger, acquisition and reorganization optimization allocation of resources.