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As the eternal theme of the capital market, M&A is an important way to promote the development of listed companies and optimize the resources allocation. The fact proves that most of famous companies all around the world have experienced mergers and acquisitions.Among them, as a typical way of M&A, "Back Door Listing" has the advantages of low-cost, brief listing process and simple procedure, and the market value grows significantly after successful listed, therefore,“Back Door Listing”is favored by the capital market.In our county, as the market economy is improving, and enterprise’s financing awareness are enhancing, the competition of“Back Door Listing”are increasingly fierce. Nearly three years, real estate companies have become the main force of“Back Door Listing”. To correctly understand this phenomenon in the process of stock market development, we need to do deeply research. This paper is based on the analysis of phenomena and features of“Back Door Listing”, and discuss the shell companies’principal and way of selection, the costs and benefits of back door listing, and the international supervision conditions of back door listing, then summarized the essence of back door listing, and establish a theoretical foundation to the testament and case study.The main part of this paper selected 25 stocks from real estate companies of back door listing as the observed sample between June 2006 and June 2009, and studied the back door listing of real estate companies in three aspects: phenomenon analysis, empirical research, and typical case analysis. In the phenomenon analysis, this paper analyzed the overall situation in the real estate backdoor listing from the aspects of characteristics of the shell company, choices of backdoor programs, the risks and benefits of backdoor. In the empirical research, it made an empirical analysis on the financial structure and enterprise’s performance of shell companies, and discussed the change relations between performance growth and financial structure after back-listing of the shell company. In the part of typical case analysis, it analyzed the typical case of S*ST Xing fu’s reverse purchase of Hua Yuan Real Estate, by using the theoretical analysis system of "Back Door Listing". Finally, it summarized a series of problems of backdoor listing in our real estate business and gave some relevant strategy and recommendations, to provide some basis and preferences for the company and government department to make decision.
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