A Study On The Tunneling Of Large Shareholders In Private Placement

China Securities Regulatory Commission promulgated and implemented the Measures for the Administration of Securities Issuance of Listed Companies on May 8,2006.The Administrative Measures put forward that the issuance of securities by listed companies can take the way of non-public issuance of specific objects,which means the issuance of this new type of equity refinancing method officially set foot on the stage of China's securities market.The issuance of private placement is characterized by its low cost of issuance,simple review procedure and low demand for information disclosure.The specific orientation of the listed companies can be selected by cash,and the assets can also be used to subscribe for new shares.And most of th e listed companies to subscribe for new shares often have a large shareholder,which subscribes for new shares of its assets to achieve the assets of listed companies into the capital itself,having become a double associated transactions.In China's highly centralized structure of the ownership structure,the private placement has become a major shareholder of the interests of the um brella.Compared with developed countries,China's private placement system development time is shorter,the relevant laws and regulations and the corresponding theoretical system is im perfect,and many aspects sti ll need further exploration.Based on the theory of principal-agent and information asymmetry,this paper studies the interests of listed companies in the direction of issuance,listed companies based on the research of relevant scholars at home and abroad.Firstly,it analyzes the main body,object,process and purpose of company A's private placement,and further analyzes the response of private placement stakeholders,the financial performance status of company A before and after the issuance of private placement,and the change of equity after private placement to determine the company A's private placement of the existence interests of the suspects.Then this article will assess the start from the private placement issue price,injection of asset quality and injection of assets,combined with the company's financial data in-depth analysis.Through the analysis of company A 's private placement case confirmed that the listed companies did not achieve the interests,not only in large shareholders and sm all shareholders synergies,but in the pr ivate placement through the pricing base date selection,issued bad news,long-term suspension to further reduce the issuance price.Asset structure is irrational,operating conditions in general.The main equipment obsolete,land housing property disputes exist,and overestimation of the value of assets injected to grab the interests of small shareholders.Through the analysis of company A,this paper holds that the listed companies in the process of private placement will be integrated with a variety of means,in order to achieve the benefits of transport.The current domestic capital market pricing mechanism is not perfect,and asset evaluation mechanism is also imperfect to achieve the benefits of delivery possibility.In this paper,the following suggestions are put forward: Firstly,improve the pricing system of private placement.Secondly,improve the asset evaluation system.Thirdly,monitor the quality of injected assets.Fourthly,improve the degree of i nformation disclosure.Finally,improve the interests of small and medium investors protection mechanism.