The Research On The Tunneling In The Private Placement With Equity Incentive Of Listed Companies

Since 2006,after China's capital market accomplished the reform of split share structure,private placement has been quickly favored by many parties by virtue of its advantages of low issuing cost and simple auditing procedures,and it has been in favor for a short period of several decades.It has become the preferred refinancing method in the field of corporate financing.However,due to the short development time of private placement in our country,the system supervision still needs to be improved,in addition to the universal ownership structure called "a dominant" of listed companies in our country,the majority shareholders who hold the control right and the management who have the inside information often rely on the private placement to carry out the illegal interest transmission,which leads to the infringement of the interests of other investors,such as the minority shareholders,which is not conducive to the long-term development of the company.It has also damaged the order of the capital market.In order to speed up the regulation of the whole process of private placement and to effectively protect the legitimate rights and interests of the majority of investors,especially small and medium-sized investors,the Securities Regulatory Commission issued new regulations on February 2017.By strictly enforcing the time conditions,financial conditions and the choice of the pricing benchmark date required by the private placement company,it is confirmed that the previous issuance system really has a loophole that may lead to the interest transmission.This has played an extremely important role in guiding the development of private placement in China.In the practice of private placement and capital operation of listed companies,many innovative and flexible ways have been gradually derived,among which the most important one is Private Placement with Equity Incentive since 2013.The Private Placement with Equity Incentive is presented in the form of private placement,which is directly introduced into the subscription of management.In disguised form,it has the function of curve equity incentive and has the characteristics of both,but in the concrete operation,without the limited indicators such as performance appraisal such as traditional equity incentive,it creates conditions for large shareholders and management to carry out interest transmission by means of private placement.As far as Private Placement with Equity Incentive is concerned,it is the product of practice in the theoretical research,deeply studying the problem of interest transmission in the whole stage of the behavior,and probing into the concrete means and influence of the large shareholders and the management to carry out the interest transmission.It provides a useful reference for China's listed companies to optimize the design schemes of private placement with equity incentive,and then enhance the overall value.It is of great practical significance for small and medium-sized investors to protect their own legitimate rights and interests and to strengthen the normative guidance of the regulatory layer.The paper is divided into seven parts.The first part of the introduction mainly introduces the background significance of this study,the frame of thinking of this paper and the lack of innovation;The second part summarizes the related research of private placement and equity incentive,and then combines the angle of interest transmission to the research status quo of the way of private placement issues and fixed increase of Private Placement with Equity Incentive.The third part is the analysis of the relevant theoretical basis.Firstly,the core concepts of this paper are defined,then the principal-agent theory,information asymmetry theory,incentive theory and control theory as the theoretical basis.After summarizing the core ideas of the basic theory,combining with the research point of this paper,the author analyzes the theory and guides the analysis of the full text.Part 4th is an important innovation point of the paper.Under the guidance of the literature and theory mentioned above,this part carefully summarizes and combs the background and characteristics of the innovation mode of equity incentive fixed increase.In addition,it makes a comprehensive comparison with the private placement and equity incentive,thus rising to a more systematic macro level;The 5th part is the statistical analysis,from the scale,classification and pricing statistics of the market status of private placement,and then from the characteristics of the industry and the way executives subscribe and other factors to calculate the market situation of the stock incentive type of fixed increase;6th part of the case analysis,selected the first attempt on the equity incentive type of the typical case of Kangyuan pharmaceutical industry,from the announcement of the plan,it has aroused the hot discussion and focus of attention.In the specific exploration,we divide the stock incentive type of fixed increase stage,middle stage,post-stage,and sort out the behavior of interest transmission in each stage respectively,which involves the listed company,investors and each subject of management in the time period.It also covers short-term market reaction and long-term business performance impact.In the 7th part,the author draws the conclusion that there really exists the benefit transmission in the stock right incentive type fixed increase of Kangyuan Pharmaceutical Industry,and puts forward some pertinent suggestions to restrain the interest transmission.The expected contribution of this paper is that it enriches the case study of the innovative mode of equity incentive.Firstly,it provides a useful reference for the enterprise to carry out the fixed increase of equity incentive,and has the power to promote the long-term development of the enterprise itself.Second,to participate in the equity incentive fixed subscription investors,the traditional secondary market investors to reference,which enterprises can better protect their own interests,more investment value;Third,the regulatory body to this innovative model of regulation,but also can refer to the part of this study,has the power to prevent the phenomenon of transmission of benefits.Generally speaking,this paper aims at the CSRC to tighten the relevant refinancing policy at a key point,to help new regulations,financing at the same time to the management and core staff to form an effective equity incentive effect,enhance the value of listed companies,and protect the interests of investors.