| With the rapid development of China,listed companies have become a common existence.Why do so many companies want to become listed companies? The core purpose of the enterprise is to pursue the interests.The capital is an essential resource for the enterprises whichwant to develop.If enterprises want to pursue interests in the long run,they must keep themselves in continuous development.They need to consider various aspects,such as overall competitiveness,sustainable development ability and profitability.So the merger of enterprises is becoming more and more important in the current market economy,which can maximize the integration of market resources.Backdoor listing as an important special way of merger of enterprises not only cancontribute enterprises to avoidthe complex process,lengthy procedures and waiting timein the normal IPO,but also let the enterprise financing from stock market.In this case,the backdoor listing has become a popular choice for mergers and acquisitions by many enterprises.This paper takes the successful listing of Greenland Group as a case.In the case,we use the combination of theoretical and classical case analysis to analyze the motivation and performance of corporate backdoor listing.This paper describes the connotation,characteristics,motivation and related theoretical basis of the backdoor listing.In the analysis part of the case,we introduce the background of two parties and the motivations of Greenland Group.Then we use financial indicators and non-financial indicators to analyze the performance after backdoor listing.This article is divided into five parts to study the problem of the listing of the Greenland Group.The first part of this paper is the introduction,the significance and background of the backdoor listing.Besides,it summarizes the domestic and foreign research literature review and forms the basic research ideas and methods.In the basis of the literature review,it summarizes the general research framework of this article.The second part is about the theoretical overview of the corporate backdoor listing.First the thesis analyzes the connotation and characteristics of the backdoor listing to make readers have a basic understanding of business backdoorlisting.Then it introduces what are the main motivations of general enterprises to adopt the backdoor listing.Moreover it introduces two kinds of performance evaluation methods which are called event study and the analysis of financial indicators as the theoretical foundation for the performance analysis of the Greenland Group.Finally,this part introduces the contract theory,synergy theory and principal-agent theory which lays a theoretical foundation for the following analysis.The third part is the introduction of the case of the Greenland Group backdoor listing.It includes the situation of the two sides before the listing,the main motivations and the review of the process of the backdoorlisting.First,it mainly introduces the basic situation of both sides before the backdoor listing;secondly,it analyzes the main motivations through backdoor listing,including avoiding waiting long time in IPO,broadening the financing channels for enterprises to solve the problem of high debt ratio of enterprises and promoting enterprise brand.Finally,it introduced the whole process of backdoor listing by Greenland Group.Introducing of strategic investors PE,restructuring ESOP,getting rid of the state-owned status are included in the preparatory work.In the process of mergers and acquisitions,the Greenland Group listed successfully through the replacement and issue shares to buy assets.The fourth part is the analysis of the evaluations of performance which can be divided into financial performance and non-financial performance of Greenland Group after backdoor listing.First of all,we analyze the financial performance from four aspects: profitability analysis,solvency analysis,operation ability analysis and development ability analysis.From above analysis,we can make a comparative analysis from the enterprise's short-term financial performance and long-term financial performance.The result shows that the company's profitability,operation ability and solvency analysis decline after backdoor listing.In 2015 when the Greenland Group backdoor listing,indicators of the company have different degrees of rebound that proved backdoor listing improve the company's performance.The next study is non-financial performance.Through the successful backdoor listing,internal governance structure has been improved.Besides,becauseJinfeng investment and Greenland Group both belong to the Shanghai real estate group,backdoor listing by Greenland land can broadenfinancing channels have been broadened to solve the real estate industry because of the high debt rate dilemma.Furthermore,backdoor listing can help Greenland Group to ease the competition and optimizethe real estate resources.The fifth part is the conclusion and enlightenment of the case.By analyzing the case of greenbelt group's successful listing,we can make conclusions and suggestions from other experiences.The key of a successful backdoor listing is choosing an appropriate time;and also managements of companies should consider the value of the companies,including choosing a suitable own shell company and preparing work carefully.At the same time,the risk control in the process of mergers and acquisitions is alsovery important to the success of mergers and acquisitions.Based on extensive reading of relevant literature and data,combined with the transaction theory and case analysis,this thesis that analyzed main motivations,financial performance and non-financial performance after backdoor listing to a certain extent may have reference significance for other enterprises.The conclusion of the study shows that the successful development and management of the enterprise by the successful backdoor listing.The main contribution of this article is to provide a referential case for other non-listed company who want to be successfully listed through backdoor listing. |