Research On The False Reorganization Of Jiuhao Group

In 2015,the M&A market became enthusiasm.In 2016,with the strengthening of supervision by the Securities Regulatory Commission,the number of M&A deals declined.However,the problem of false reorganization existing in reorganization transactions disturbed the order of the capital market and caused great damage to the interests of investors.In September 2016,the China Securities Regulatory Commission issued the "Measures for the Management of Major Asset Restructuring of Listed Companies(Revision)" aimed at curbing speculation,and it has launched a series of more stringent measures to purify the securities market.The false reorganization case of the Jiuhao Group has profound implications and involves many accounting theoretical issues,such as:false reorganization,back-door listing,connected transactions,inflated income and bank deposits and other financial frauds,the requirements for the independence of intermediaries,the information disclosure requirements of listed companies,etc.This case is very helpful for us to learn and understand these theories.At the same time,we can also find problems in the current system based on this false reorganization problem and can establish countermeasures.Therefore,in the context of the severe rectification of false reorganization by the CSRC,it is particularly important to do some research on the cases of false reorganization to analyze the characteristics and motivations of false reorganization and the influence of the various parties involved in the false reorganization.This thesis selects the case of false reorganization of Jiuhao Group and Anzhong Corporation,and analyzes it from the perspective of Jiuhao Group.Although Jiuhao Group is a non-listed company and Anzhong is a listed company,the principal part of this false reorganization is Jiuhao Group,and this reorganization is a backdoor listing.The relevant information of Jiuhao Group is more comprehensive and can be found in the information disclosure of Anzhong Corporation,so it is more appropriate to analyze it from the perspective of Jiuhao Group.This paper first uses the literature research method and event study to analyze the reasons for the reorganization business and the impact on the share price.Moreover,this transaction is a connected transaction and needs to analyze the impact of the formation of connected transactions on reorganization.Because Jiuhao Group uses financial fraud to make false reorganization,it is necessary to analyze the motives and means of financial fraud.In addition,the law firm,asset appraisal agency,independent financial advisor and accounting firm in this major reorganization business verified the assets of Jiuhao Group,but still did not find the financial fraud behavior of Jiuhao Group.It is deserved to study whether the relevant responsible party has not fulfilled due diligence obligation or "colludes" to complete the reorganization business.And finally,I use the inductive deduction method to summarize and put forward corresponding countermeasures.The first part of the introduction mainly describes the research background and research significance of this paper,literature review,research content and research methods,as well as innovation and deficiencies of this paper.The second part mainly defines the relevant concepts involved in this case,including the concepts and characteristics of false reorganization,financial fraud,back-door listing,related transactions,and introduces the theoretical basis used in this analysis.The third part reviews the process of the false reorganization of the reorganized parties in this case and introduces the reorganization plan.The fourth part analyzes the causes of reorganization and the impact on the securities market,the impact of the formation of related party transactions on this reorganization,and the causes and means of the false reorganization by the Jiuhao Group using financial fraud.The fifth part is the research conclusion and enlightenment of the thesis.This case is a typical case of false reorganization of the SFC and it deserves attention for its problems and revelations.This part has summarized the existing several conclusions and the corresponding proposal.Domestic and foreign scholars have a lot of research on false reorganization business.Many research angles are considered from the concept and characteristics of false reorganization,manifestations,reasons for existence,and governance measures,and these studies are mostly based on listed companies to do research.This paper chooses the non-listed company in the false reorganization---Jiuhao Group as the main research object,supplementing the deficiencies which the majority of existing literatures are from the perspective of the listed company to analyze and discuss.Therefore,this case has a certain degree of particularity and typicality.The study of this case has a certain preventive effect on similar cases in the future.However,there are some shortcomings in this thesis.For example,the determination of the criterion of financial indicators and the selection of the window period of the event study do not have strict requirements.Therefore,the choice of judgment basis will influence the conclusion of this paper.