A公司挂牌新三板案例研究

发布时间：2018-08-07 10:05

【摘要】：2013年新三板市场扩容以来,新三板市场迅猛发展,截止2017年4月,新三板挂牌家数已经超过10000家,并且有进一步发展的趋势。而我国中小企业也抓住这一时机,积极申请新三板的挂牌,积极为企业寻找新的筹资途径。企业急于打破传统的筹资方式,进入资本市场,筹集资金。本文以A公司挂牌新三板为例,对A公司的基本情况以及挂牌后的发展前景进行分析。主要是针对A公司挂牌前的经营状况,公司的定价情况,公司的上市过程,公司的治理情况进行分析。阐述A公司在挂牌前的经营状况,主要包括A公司资产情况、盈利水平、偿债水平、营运水平等进行分析,认为A公司已经符合新三板的挂牌要求,但是其财务状况也存在一定的风险性。通过分析公司的定价情况,认为其估值合理,符合公司的实际价值,但由于估值方法的选定,以及主要参考的是公司的历史数据,也存在出现偏差的可能性。通过分析公司的治理结构,认为公司的治理机制逐步的完善,公司的治理水平已经有所提高,但仍然存在实际控制人风险。通过对新三板市场的情况分析,对A公司挂牌后的前景进行展望,认为A公司在新三板挂牌后,可以在市场上进行定向增发和股权质押,打破企业传统的融资途径,为公司的发展筹集所需资金,为公司的发展注入新鲜血液。A公司可以在二级市场进行股权转让,股权交易可能会产生溢价效应,给股东的财富带来增值,另一方面,股东可以通过让渡股权,从公司退出股份,增加了股东持股的灵活性。同时,在新三板挂牌后,就成为公众公司,有利于企业受到政府、银行、金融机构的关注,产生品牌效应。虽然在新三板挂牌由很多的好处,但也有一定的挑战。首先,公司成为公众公司后,受到同行业的的关注度显著提高,使公司在同行业竞争中处于不利地位。其次,公司的信息披露,公司挂牌后,需定期披露半年报、年报等,可能会泄露公司的商业机密,削弱公司的竞争力。最后,本文通过分析新三板市场的交易情况,发现新三板市场的股权流动性较差,A公司在新三板商场挂牌后,可能也会面临股权交易不畅等问题。总之,本文通过分析A公司的经营情况,公司治理情况,定价情况等,认为A公司虽然已经符合新三板挂牌的条件,但仍然存在许多问题,并针对A公司在挂牌新三板过程中存在的共性问题,对我中小企业提出合理的建议,对以后企业申请新三板提供借鉴经验。同时,通过对A公司挂牌后,在新三板市场面临的机遇与挑战的分析,认为我国企业在新三板市场挂牌的利大于弊,中小企业应顺势而为,打破企业传统的融资模式,利用新三板的便利条件,为企业的发展筹集资金。
[Abstract]:Since the expansion of the new third board market in 2013, the new third board market has developed rapidly. As of April 2017, the number of new three boards listed has exceeded 10000, and there is a trend of further development. The small and medium-sized enterprises of our country also seize this opportunity, actively apply for the listing of the new third board, and actively find new ways to raise funds for the enterprises. Enterprises are eager to break the traditional way of financing, enter the capital market, raise funds. Taking A Company as an example, this paper analyzes the basic situation of A Company and its development prospect after listing. It is mainly aimed at the operating condition of A company before listing, the pricing situation of the company, the listing process of the company, and the management of the company. This paper expounds the operating situation of Company A before listing, mainly including the assets, profit level, debt service level, operating level of Company A, etc., and thinks that Company A has already met the listing requirements of the new third board. But its financial condition also has certain risk. Through the analysis of the pricing situation of the company, it is considered that the valuation is reasonable and accords with the actual value of the company. However, due to the selection of the valuation method and the historical data of the company, there is also the possibility of deviation. Through the analysis of the corporate governance structure, it is considered that the corporate governance mechanism has been gradually improved, the corporate governance level has been improved, but there is still the risk of actual control. Based on the analysis of the situation of the new third board market, the prospect of A company after listing is prospected. It is considered that after the new third board is listed, A company can carry out directional additional issuance and equity pledge in the market, thus breaking the traditional financing way of the enterprise. To raise the necessary funds for the development of the company, to inject fresh blood into the development of the company. A company can transfer shares in the secondary market. Equity transactions may have a premium effect and add value to shareholders' wealth, on the other hand, Shareholders can withdraw from the company by transferring shares, increasing the flexibility of shareholders. At the same time, after the listing of the new third board, it will become a public company, which will benefit enterprises to be concerned by the government, banks and financial institutions and produce brand effects. Although listing in the new third board by a lot of benefits, but there are certain challenges. First of all, after becoming a public company, the company has been greatly concerned by the same industry, which makes the company in a disadvantageous position in the competition of the same industry. Secondly, the disclosure of company information, after the company is listed, it is necessary to regularly disclose semi-annual reports, annual reports and so on, which may reveal the company's trade secrets and weaken the competitiveness of the company. Finally, through the analysis of the transaction situation of the new third board market, it is found that the new third board market may also face some problems such as poor equity liquidity after listing in the new third board market, and so on. In short, by analyzing the operating situation, corporate governance and pricing of Company A, this paper concludes that although Company A has already met the requirements for listing on the new third Board, there are still many problems. Aiming at the common problems in the process of listing the new third board of company A, the author puts forward reasonable suggestions to our small and medium-sized enterprises, and provides reference experience for the enterprises to apply for the new third board in the future. At the same time, through the analysis of the opportunities and challenges faced by A company in the new third board market, it is concluded that the advantages of listing in the new third board market are greater than the disadvantages, and the small and medium-sized enterprises should conform to the trend and break the traditional financing mode of enterprises. Use of the new three-board facilities for the development of enterprises to raise funds.
【学位授予单位】：河北金融学院
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F832.51

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