Research On The Encroachment Of Major Shareholders' Interests In The Process Of Private Issuance Of Guodian NARI

In recent years,in the process of China's state-owned enterprise mixed ownership reform,many large and medium-sized state-owned enterprises and central enterprises have adopted a listed subsidiary to purchase additional assets in order to realize the overall listing of the group.This is a new type of solution.On the one hand,private placement has expanded the financing channels for listed companies.The company can obtain sufficient funds or inject high-quality assets to improve the governance environment and business environment.On the other hand,it can enhance the control of listed companies by major shareholders(group parent companies).Optimize the capital structure and enhance the Group's ability to resist risks and sustainability.On the surface,the realization of the Group's overall listing through private placement can solve the problems of intra-group competition,reduce related party transactions,and lack of liquidity of assets.However,due to the relatively concentrated equity of listed companies in China,especially the listed companies restructured by state-owned enterprises,as well as the imperfect domestic relevant laws and the unsound supervision of the private placement plan,the private placement process involves the interests of listed companies in major shareholders and minority shareholders.During the redistribution,the major shareholder may use the absolute control of the listed company and the information asymmetry between the shareholders to manipulate the private placement process,and use the hidden process of the additional issuance to encroach on the interests of the minority shareholders.This paper analyzes the case study of the shareholder's interest encroachment in the process of purchasing additional assets of Guodian NARI,which mainly includes the following three parts.The first part,combined with the case of Guodian NARI Group's private placement and related background,summarizes the process and characteristics of the private placement of assets,and analyzes the motivation of Guodian NARI to purchase additional assets.The second part analyzes the “smoothing” behavior of the major shareholder in the process of private placement of Guodian Nanrui,confirming that in the process of additional issuance,Guodian NARI has manipulated accounting information before the announcement to achieve ultra-low discount subscription;high-priced subscription of non-performing assets of the group A series of behaviors such as large cash dividends and large reductions in cash during the period of equity lock-up prove that there are indeed violations of the interests of listed companies and minority shareholders during the private placement process.The third part,on the basis of the previous article,analyzes in depth the reasons behind the interest encroachment of Guodian NARI's private placement and the economic consequences of purchasing non-performing assets.Finally,the conclusions of the study are summarized,and relevant suggestions are put forward from the aspects of internal improvement of corporate governance and external strengthening of supervision.Within the company,we must achieve equity checks and balances,solve the "one-bigger" shareholding structure,improve the board of directors system and the independent director system,and curb the motives of self-interested behavior of major shareholders.The securities regulatory department outside the company should improve the private placement system of listed companies,strengthen securities supervision,and strengthen penalties for violations.Only in this way can we promote the reform of the large-scale state-owned enterprises and the healthy development of listed companies in China,and prevent the private placement from becoming a means of encroaching on the interests of major shareholders.