Research On The Private Placement Of YHJF And Tunneling Of Dominant Stockholder

Since May8,2006, the government issued Administrative measures for the issuance of securities listing corporation, it has become the major way for listed companies to refinance equity. However, in the new market environment, private placement, related party transactions, asset mergers and the overall listing are linked together. In this paper, we study the private placement of cases involving the overall listing. Through the private placement, listed companies to realize overall listing, it can achieve economies of scale, reduce the associated business and competition. However, conditions of private placement is relatively loose, and disclosure requirements is low, as well as the background of the structure of listed companies in our country is only one dominant shareholder, and it will result in dominant stockholder damaging the interests of minority shareholders. So in this paper, we focus on the tunneling of dominant stockholder in the process of private placement in listed companies.This paper select the case on private placement of YHJF as the research object.First, we will review some domestic and abroad comments of the internal control the indemnification and the correlation between them. We determine whether the dominant stockholder achieves tunneling through private placement depending on the analysis of the pricing mechanism of private placement, the secondary injection to quality and the performance in stock market, and thus to explore the cause and problem in the process of conveying theory origin and system.Through the case of salt lake potash, we have the main conclusion:Through back-door listing before the private placement, dominant stockholder in salt lake potash can improve its value,and use various means to influence the performance of salt lake potash, and then long suspension, waiting for the timing of the resumption of information manipulation to release price; and inject lower asset of original salt lake potash to achieve tunneling, thus it damages the interests of minority shareholders.This article get to know that regulators should improve directional issuance pricing mechanism and strengthen the regulation of distribution. In this way, it can minimize dominant shareholder’s tunneling, so that to protect the interests of minority and medium-sized investors, maintain the fair of the securities market in our country.