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

Since the reform of the shareholder structure of listed companies of China, non-publicoffering has gradually developed into the refinancing tool which is most widely used and hasraised the most capital. However, non-public offering has two sides. Nowadays, since theequity of our country’s listed company is relatively concentrated; the law of the capital marketis still needed to be perfect and the standard of supervising still needed to be improved, thenon-public offering has also become a way of tunneling for the large shareholder in manycases.The non-public offering of the industrial bank last from Mar.2012to Jan.2013hascaused wide public concern for its special large financing scale and rather low issue price.This paper has correct the data and material about this non-public offering, through applyingthe case study method, transverse comparison method and trend analysis method, thequalitative analysis method and quantitative analysis method， studying whether thisnon-public offering is reasonable, whether there exists tunneling in the process of thisnon-public offering and whether there exists coordination of interests. At the end of this paper,raise some advice about how to prevent tunneling in the non-public offering in the aspects ofprice setting base day, sharing out bonus after private placement, the lowest price ofnon-public offering.This paper comes to the following conclusions:①The industrial bank raised thisnon-public offering in a situation where the core capital adequacy ratio is continuously fallingdown and approaching the base line8%, so it is really in strong financing needs. Andcompared with other financing way, the non-public offering is the most reasonable one.②The price-to-book of this non-public offering is just0.93,that is to say the industrial bank soldits stock in a price lower than its net asset per share. However, its profitability and assetquality is in the leading status in the bank industry. So it is hardly convinced that theindustrial bank sold its stock without tunneling. Except this, through studying, the industrialbank has not set its stock price, used earnings management, and shared out high bonus, buylow sell high in order to realize the indemnification.③The industrial bank did haveimprove its core capital adequacy ratio through this non-public offering and is expected to realize synergistic effect with the strategic investor. However, the ROE and net profit growthrate in the Year2013is significantly lower compare with that of2012. This non-offering hasnot realized synergistic effect from the perspective of operating performance.