Research On Benefit Transmission And Benefit Coordination In Private Placement

As one of the main ways of equity refinancing of listed companies in China,private placement has gradually evolved into the main means of capital operation of listed companies in recent years.By directional issue not only for project financing of listed companies,also through the private asset acquisitions,restructuring and displacement backdoor listings,reasonable way of the fixed on the interests of the listed companies have a positive synergies,help enterprise integration of upstream and downstream resources,improve the industrial chain of the enterprise,is advantageous to the enterprise business transformation and get new profit point.However,because the market has the characteristics of information asymmetry,the purchase is a "double-edged sword",the market of the major shareholders of listed companies may take this opportunity to equity as the link transport the interest in the assets securitization,further strengthen the control of listed companies,the profits of listed companies and resources transferred to their own hands,eventually damage the interests of minority shareholders.This paper mainly from the "two sides" of private placement,private placement in the interests of transmission and interests of synergy.On the basis of summarizing the research results at home and abroad,this paper adopts the method of combining theoretical research with case study,taking the acquisition of China resources secco by China resources shuanghe from the controlling stock northeast pharmaceutical group in 2015 as an example,and analyzes the problem of benefit transmission and benefit synergy behind the private placement.This paper mainly examines the phenomenon of profit transmission in China resources shuanghe private placement from four perspectives: the related party transaction in private placement,the rationality of price of private placement,the rationality of value evaluation of injected assets,and the profit distribution policy implemented by enterprises after private placement.For the benefit synergy phenomenon in the private placement of China resources shuanghe,this paper focuses on four aspects--the business transformation of the enterprise,the change of the business structure,the research and development investment of the enterprise,the short-term stock market performance and the long-term financial situation.This paper mainly draws three conclusions through the case study: first,the highly centralized ownership structure makes the connected transaction imply the phenomenon of interest transmission.Second,the transfer of interests to harm thelegitimate interests of minority shareholders.China resources shuanghe realized benefit transmission through discount issuance,inflated injected asset value and higher profit distribution policy,and at the same time intensified the separation of interests between major shareholders and minority shareholders,whose interests were damaged.Third,reasonable fixed increment can also bring benefit synergies.Through the acquisition of China resources secco,China resources shuanghe has realized the business transformation of the enterprise,integrated the chemical and pharmaceutical industry chain,improved the enterprise's research and development capacity,and improved the long-term financial situation of the enterprise.In the end,this paper puts forward policy Suggestions for the future development of private placement,hoping to gradually improve the process of private placement,reduce benefit transfer and better exert the synergistic effect of private placement.