| Recently, as the main way of listed companies’ equity financing, directional private placement has been successfully aroused the scholars’ highest attention. The original intention of directional private placement policy is to increase financing channels of listed companies and support it’s development. However, in our country, one shareholder overwhelms the others is a common phenomenon in listed companies, furthermore, as the existence of highly asymmetric information and private benefits of control, it has caused that the big shareholder occupy the benefit of minority shareholders to be very common. So far, the academic researches of major shareholders’ behavior mainly focused on connected transaction, interrelated guarantee, occupying funds and cash dividends etc, and the researches on the major shareholders’ behavior of directional private placement are far behind the development of practice. Therefore, study on major shareholders’ behavior in the process of directional private placement has significance both in practice and theory.According to the available literature, there is no unique conclusion that whether the big shareholders supports or occupies the benefit by controlling the process of listed companies’ equity placement. The argument is based on the authors’ different attitude to the effect of directional equity placement which is synergistic effect or tunneling effect. As the specific occupation, there are performance manipulate and market timing. Base on the asymmetric information theory and agent theory, analysis shows that the size and the background will impact big shareholders’ behavior, but impact what? No relevant literature available discussed on it from the perspective of empirical, and that is the very research question of the thesis. Based on the point of big shareholders occupation, this paper mainly study on the big shareholders’ manipulation and their preference, the results can help investors to better identify characteristics of big shareholders’ manipulation, and to avoid investment risk.Based on the existing researches, the thesis constructed the wealth model of shareholder’s in the process of directional private placement, conducted mathematical derivation under different limited conditions and theoretically clarified the motivation of big shareholders making use of directional private placement to occupy the benefit. After that,we collected related data of directional private placement of Chinese listed companies cross 2006to 6th,2013. By using appropriate statistics analyze, the study respectively examined the relation between characteristics of big shareholders and earnings manipulation, relation between characteristics of big shareholders and opportunity manipulation as well as preference of different companies between earnings manipulation and opportunity manipulation. Apart from this, the study discussed the above empirical results in detail and the conclusions of the study are as follows:(1)There exits negative-going earnings manipulation before directional private placement controlled by big shareholders,and this manipulation is mainly caused by the motivation of tunneling.(2)The manipulation direction before private placement which controlled by big shareholders is not varied with the change of issue object, but the big shareholders’ buying way, buying ratio, holding ratio, and constrained ratio are all influenced on the earning manipulation before private placement.(3) There exits opportunity manipulation prior to directional private placement controlled by big shareholders. Study on the concrete manner of opportunity manipulation show that there exists negative price manipulation of listed companies during pricing benchmark and their manipulation direction is not varied with change of object of private placement. Compared with the price setting day and the issue discount manipulation, the pricing benchmark manipulation is more direct and more purpose.(4)Consider the issue object and the issue timing at the same time, this paper show that it is the issue timing rather than the issue object make a good explain for the actual issue discount.(5)Different companies have different preference of earnings manipulation and opportunity manipulation prior to directional private placement. the major companies(state-owned companies) prefer earnings manipulation while the small firms(non-state companies) tend to opportunity manipulation.The possible innovations of the paper are as follows:First, based on the basic income model, and add the asymmetric information and control benefit conditions gradually, this paper deduced the motivation and manner of major shareholders’ manipulative behavior prior to directional private placement. The paper’scontribution margin of model specification lies in taking the asymmetric information, control benefit of big shareholders and scale of additional issue into consideration, which can lead to a more reliable conclusion.Second, we make study on issue timing manipulation around the three dimension of issue price, that is setting day manipulation, basic discount manipulation, and pricing benchmark manipulation, so the research perspective is very different ever. In addition, compared with the result of the study, the price manipulation during pricing benchmark is more directly and has more specific purpose. The contribution margin of the thesis is that the study empirically clarified the main manner of opportunity manipulation in directional private placement is the price manipulation during pricing benchmark compared to the previous literature.Third, literature available about big shareholders manipulation before private placement stile stain single factor’s research. Under the conditions of different stage and different company characteristic, big shareholders show different preference manipulation or not? There is no similar studies in China. This study found that different types of companies in their own way of pursuit maximum benefits before purchase prefer in different strategies and route. The contribution margin of this paper is that the paper empirically confirmed that manipulation bias of different types of companies between earnings manipulation and opportunity manipulation, which is the first study in the field of economics in China.
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