Research On The Tunneling In The Non-public Offering Of The Listed Companies

Adequate funding is a prerequisite for the normal operation of a business. Enterprises to develop, to grow, the demand for funds will be very large, which force the enterprise to continue to explore a variety of effective financing methods, and thus ease the pressure brought about by lack of funds. Equity financing is a by corporate shareholders to transfer part of ownership of enterprises, the introduction of new shareholders financing, funds provide Party through dividends or in the stock transfer income, enterprises to integrate into a lot of money for the expanded reproduction, earned income. Compared with bond financing, equity financing is more favored by the listing Corporation, is because it has no fixed payment of interest, lower financing costs, the risk is smaller and so on. After the reform of non tradable shares placement and public offerings compared, less due to the restrictions on the conditions of issue, issuing procedure is simpler, lower cost issue, already began to develop into China’s capital market on the mainstream equity refinancing. Private placement as a new financing mode, coordination of the interests of small shareholders and the capital market’s development in an all-round way, is of great significance, however, compared with other relatively mature financing, especially at this stage in the relevant legal and regulatory measures are not perfect, the supervision level need to be improved, the securities laws and regulations to be perfect placement is undoubtedly a "double-edged sword."Listing Corporation through the private placement, the transfer of interests to large shareholders occupy the interests of small shareholders is not uncommon. On September 10, 2009, continuous media published that Sany directional issuance of the purchase of Sany Heavy Machine, suspected of illegal misappropriation of the rights and interests of minority shareholders and information disclosure of the fraud, has attracted great attention of the market. On the other hand, Sany’s official release of assets to clarify the announcement, the purchase of the assets of the excavator reasonable price, there is no low sell high buy, there is no private placement through the transfer of benefits to large shareholders. The directional issuance is as the media questioned, to the major shareholder of the transfer of benefits, or such as Sany clarification as, excavator asset pricing is reasonable, the acquisition of legal compliance, the real situation, how is still need further analysis.The before and after the placement of the data and information collation and analysis, use case study method, chart analysis method and the combination of the study of, analysis of the private placement is reasonable, whether there is a transfer of benefits and realizing the interests of coordination. The study found that the private placement of the acquisition of three one heavy machine investment transaction value of the underlying value assessment is likely to be high, Sany’s acquisition of a serious high buy suspect. After the completion of the registration of Private Placement Shares change, Sany was much higher than the distribution of dividends before the private placement, it is possible to transfer the interests of large shareholders by directional placement. Finally, according to the results of the study, in the process of controlling the issue of transfer of benefits, respectively, in the pricing base day, after the placement of dividends, the lowest price and other related recommendations.