A Case Study On The Selection Of Backdoor-liked Listing Of Oceano

In recent years,some high-quality companies on the NEEQ Market innovation layer chose to be acquired by listed companies to enter the higher-level A-share market in a backdoor-liked listing.However,one of the major defects of choosing a backdoor-liked listing is that the company will change owners,and the founders will lose control right of the company.For welldeveloped high-quality companies,the action of substantial shareholders to abandon IPO and Backdoor Listing and let the company enter the listing system at the cost of losing control right is thought-provoking,which is worth capital market paying attention to.The article selects the case of Monarch Sanitary Ware's acquisition of Oceano as the research object to study the Backdoor-liked Listing of Oceano.From the perspective of the corporate development and shareholder interests,it analyzes the motivation and the impact of selling control right and choosing the Backdoor-liked Listing by Oceano's substantial shareholders.Firstly,based on the analysis of alternative listing ways,it analyzes the motivation of substantial shareholders and proclaims the impacts on Oceano and the original shareholders of Oceano,to further corroborate the deduction of the motivation.Finally,combined with the results of the case analysis,the case enlightenment is obtained from three perspectives: the decision-making on listing ways of the substantial shareholders,the protection of the interests of minority shareholders,and the improvement of the M&A policies.The study found that the substantial shareholders of Oceano who had chosen to be merged by Monarch Sanitary Ware had the motive to be listed by Monarch Sanitary Ware.Not only the size of the assets and net assets,but the revenue and profit of the company,Oceano far surpassed the Monarch Sanitary Ware before the reorganization,and the D&O Home Collection's main assets and profits after the reorganization are all from the Oceano.However,in the process,the control right of Oceano has been transferred.In this respect,the listing of Oceano by Monarch Sanitary Ware is neither a traditional backdoor listing,nor a reorganization listing in the sense of "Major Asset Reorganization",it's a kind of Backdoor-liked Listing.From the perspective of the corporate development,Monarch Sanitary Ware,as a good capital platform,has strengthened the willingness of substantial shareholders of Oceano to choose Backdoor-liked Listing in the context of high risks and low-success rates of IPOs and Backdoor Listings.In addition,from the perspective of shareholder interests,the substantial shareholders of Oceano have obtained a large amount of cash and shares of listed company which are more liquid,and the interests of minority shareholders have also been protected in the process.However,the disadvantages of losing control right of the substantial shareholders are also extremely obvious: they can no longer lead the development of Oceano and lose the huge profits from the Oceano's rapid expansion and IPO.Finally,from this case study,we can draw the enlightenment of the decision-making of the substantial shareholders' listing ways and the protection of the interests of minority shareholders as well as suggestions for improving the M&A policies.Through the research in this article,it can provide a certain reference for other enterprises to enter the A-share market and for the improvement of relevant policies,which help promote the stable and healthy development of Chinese capital market.