| Iin recent years,with the rapid development of China's capital markets,both the number of listed companies and size of the listed company have been gradually increasing leading to the increased refinancing needs,especially equity refinancing needs.And the private placement as a main way of equity refinancing,it has many advantages,such as low Cost for issue of shares and fast refinance.But from 2015 onwards,based on the phenomena that actual controllers are changed in the capital market eventually by private placement appear frequently,we have found the two points as follows that the listed companies want to achieve by the private placement as examining and researching the case.(1)the change of company's main business;(2)the change of company actual controllers,by the private placement,listed companies can achieve the objectives,such as,changing the actual controllers and type of business organization.The private placement of listed companies will often cause problems,such as big shareholders infringe on small and medium shareholders' interests,which makes it become of the tool of transferring interests from one to another.So this paper focuses on:how listed companies use the private placement change the actual controller?Whether or not it is legal in the process,how listed companies escape audit and investigation from the securities regulatory commission,and whether or not it has any interest involved?This paper uses the Hubei Bothwin Investment Co.,Ltd.(hereinafter referred to as the " Bothwin investment")as the research object.In 2012,the company began to have the private placement to one company.-Dongying Ying Da Steel Structure Co.,Ltd.and five institutional investors.Firstly,the paper illustrates the conceptions,such as,the private placement to the specific individual and organization,equity refinancing,and interests transferring and reviews&briefly comments on the relevant reference.Secondly,it will briefly introduce the case,and based on that,analyze the background,procedure,and raised finance of the private placement in details.Then,it will research on the motives,avoidance of relevant regulatory rules and interests involved among parties in details,besides;it will provide more evidence to the conclusion from the comparison between the changes in financial indicators and assets valuation.Lastly,it will conclude the results of this case analysis,suggestions,disadvantages and prospects.According to the analysis of Bothwin investment,the paper comes to the conclusion:the actual controller has changed to Dongying Ying Da Steel Structure Co.,Ltd.after private placement to six objects.In the special case analysis,it found that:(1)the motive of the private placement is to improve profitability,cash flow and the financial situation(2)in the analysis of the private placement,we found that listed companies have achieved the change of actual controllers by respectively avoiding the administration of assets reorganization of listed companies and the administration of the takeover of listed companies(3)it may involve interests relationship in the private placement through overestimated injected assets.Of course research result of Bothwin investment may not apply to all similar cases,but will provide some ideas for future research.Through this case study,this paper has put forward the following suggestions(1)it should perfect the management of key assets reorganization of listed companies(2)it should improve the evaluative criteria of the quality of injected assets(3)it should strengthen the education of small and medium investors,safeguard the interests of small and medium investors.Regulators should perfect the relevant regulations of key assets reorganization,introduce the professional assessment mechanism,standardize assets appraisal industries,strengthen its system rules&industrial standards of the whole assets appraisal industries,and reassess the investment projects with a high asset growth rate. |
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