China’s capital market developed relatively late,after 2007,under the guidance of the China Securities Regulatory Commission,the capital market has basically completed the reform of non-tradable shares,and since then it has entered the era of full circulation,and relevant rules such as issuance of shares,mergers and acquisitions have emerged.The new third board market brings together a group of growth,innovation,entrepreneurship of small and medium-sized enterprises,although the new third board is currently facing liquidity depletion,delisting of high-quality enterprises and other crises,but from the view of the new third board company’s annual report data in 2018,the company’s assets and business scale have expanded,the average total assets increased by 7.57% year-on-year,the average business income increased by 12.43%.For listed companies,some new third board companies with low price,potential and good performance can be the target of improving industrial layout or business performance,and the entry of listed companies also provides ready-made technology and shares existing channels and resources.The market of the new third shell company still exists,and there is still a lot of room for the development of mergers and acquisitions.How to help the company through the shell to be reborn,how to use regulatory measures to prevent speculation,how to obtain complementary advantages through mergers and acquisitions,how to effectively use the new third board platform to achieve industrial integration,is the significance of this paper.Based on the theoretical research of domestic and foreign scholars on M&A,performance and the new third board,this paper chooses three theories as the basis and puts forward three hypotheses on M&A performance.Through studying the acquisition reports issued by neeq companies in 2015 and 2016 with full samples,a total of 343 reports were made according to the principle of first disclosure,and then 127 sample companies that met the "backdoor" standard were selected and studied from a non-financial perspective and a financial perspective respectively.Firstly,by analyzing the problems of 127 companies after being backdoor,it is found that the probability of violations and lawsuits,the probability of financial reports being issued non-standard audit opinions and the probability of forced delisting of shell companies are higher than the average level of new third board companies that have not been backdoor.Furthermore,this paper selects eight indexes that represent the company’s profitability,solvency,asset capacity,cash capacity and shareholder profitability,and adopts principal component analysis to study the overall performance of the company after being backdoor,and then tests the impact of asset injection and acquisition methods on the performance of backdoor mergers and acquisitions.The conclusions are as follows: First,in general,the decline of the company’s performance in the second year after being backdoor is much larger than that in the second year after not being backdoor,and the negative impact of back-door on the financial performance of shell companies is more significant;Secondly,from the point of view of asset injection,the performance of the company injected assets in time after being backdoor is obviously better than that without injecting assets,and the shell companies with risks and problems are also unable to inject assets and business,which has become a veritable shell company;Thirdly,from the perspective of acquisition methods,the performance of the sample acquired by share issuance is better than that of the sample acquired by agreement transfer,which is related to the process and supervision of share-based payment.Finally,combining the results of problem analysis and empirical analysis,this paper puts forward some suggestions on the development of the new third board backdoor mergers and acquisitions,regulatory policy and intermediary practice. |