Prejudgement,Tracking And Exploration:the Analysis Of The Failure Of The Reorganization Of The Tibet Tourism Company

In recent years,mergers and acquisitions are very active in China capital market.And the backdoor listing,as an important way to enter the capital market,has been chosen by more and more enterprises.At the same time,the CSRC has stepped up the regulatory of the backdoor listing and gradually cleared its standards.In the background of that the strict supervision of backdoor listing and the lack of the resources of equity circulation,many companies and intermediaries in capital market take advantages of the lacunae of regulatory policy,attempting to avoid backdoor listing and seek regulatory arbitrage by carefully reorganized program during material assets restructuring,then accomplish backdoor listing in the form of a material assets restructuring.This paper will deeply analyze the events of the reorganization of the Tibet Tourism Company.The object of study is the acquisition of Lacala for 11 billion by Tibet Tourism Company,using process tracking analysis.Research and judgment before study: At the beginning of the announcement of the reorganization plan,the study makes an interpretation of the original regulatory policy and makes a thorough analysis of the reorganization,finding out and judging that the reorganization plan of the Tibet Tourism Company takes advantages of the lacunae of regulatory policy by increasing the final total assets of listed companies and other series of means to restrict the reorganization within the scope of material assets restructuring,to avoid the backdoor listing standards and to seek regulatory arbitrage.Tracking and verification: The heated debate among listed companies and regulators about whether the Tibet Tourism Company reorganization plan can accomplish backdoor listing or not,the urgent amendment by Commission that the management of the reorganization to block the original policy regulatory loopholes,and the eventually declaration of the Tibet Tourism Company that terminating material assets restructuring are all verified the expected judgment of the topic.Exploration after study: The study is trying to explore the reason why companies avoid the backdoor reorganization and what harmful effects of the reorganization termination will be.Then the study will give some advice for listed companies and regulatory authorities,provide an effective method for investors and regulators to identify the avoiding of backdoor listing,and at the same time,provide a meaningful reference for the regulatory authorities to develop and improve the material assets restructuring and backdoor listing regulatory system in line with China national conditions.The specific recommendations include: listed companies should improve the understanding of the essence of the regulatory policy,prevent the risk of fuzzy policy and to ensure there is no policy barriers for injection assets when doing cross-border reorganization;regulatory authorities should reduce the ambiguity of the restructuring policy to prevent the listed companies making advantages of policy regulatory loopholes,timely open the financial industry and other specific industries' channels for backdoor listing,strengthen the regulation for third-party intermediary related to backdoor listing.