Research On Profit Transfer In The Overall Listing Of Private Placement

In 2006,the refunding method of "private placement" was officially recognized by China securities regulatory commission.Because of its advantages of low cost and simple operation,directional placement is preferred by listed companies and becomes the preferred way for listed companies to refinance their shares.In addition,directional placement can change the ownership structure of enterprises,so it is also an important way for enterprises to carry out backdoor listing and overall listing.Objects in most of the private placement of listed companies in China is linked with its controlling shareholder,the controlling shareholder equity and its operational assets into the listed companies in return for the issued shares of listed companies,so as to realize the overall listing of the subject business.However,this approach also provides a channel for large shareholders to infringe upon the interests of minority shareholders.In this paper,through theoretical analysis,found that due to the existence of asymmetric information and principal-agent problem,have a great motivation for the indemnification,big shareholders interests at the same time analyzed the means of transport and a way.Based on such theoretical analysis,case analysis is carried out to study Chinese ship and Chinese electric construction.In the case of Chinese ships,the paper analyzes several aspects of the price,related transaction,the operation performance of the whole listing and the value of the injected assets.For the case of China's electric construction,the analysis is carried out from the related transaction,the operation performance after the overall listing,the asset value assessment and the cash dividend.Through two case studies,to explore the overall listing of the purchase of the existence of the indemnification,if present,big shareholders' interests by means of conveying what,in order to provide the basis for regulatory policy of regulation and improvement.Finally,the summary of the theoretical analysis and case analysis,draw the conclusion: the Chinese ships and the major shareholder of China in turbine interest injection and the transport behavior-low secondary,inferior assets,related party transactions,inflated into cash assets value,using the cash dividends.The following Suggestions are made for the above behaviors: the relevant departments should strengthen the supervision and standardize the stock pricing system;Enterprises should strengthen the evaluation of injection asset quality;Small and medium investors should invest rationally.