The Study Of Tunneling In The Course Of Private Placement With Asset Injection

Private placement has the advantages of less restrictions on issuance,simple issuance procedures,and flexible pricing.With the advancement of a series of policies for the reform and reorganization of state-owned enterprises,the proportion of private placements by state-owned listed companies is increasing.Listed companies use directional issuance for many purposes.In addition to project financing,there are replacement and reorganization,asset mergers and acquisitions and backdoor listings through directional issuance.Healthy directional issuance can help companies integrate upstream and downstream resources and improve the enterprise industrial chain.However,due to the characteristics of the information asymmetry in the capital market,the major shareholders of listed companies may use the information superiority in the process of asset securitization to realize the encroachment of interests to obtain maximum benefits,and at the same time,they can strengthen the control of listed companies.The means of transferring inferior resources and overestimating the value of assets have lost the growth ability of listed companies and ultimately harmed the interests of minority shareholders.It has a serious impact on the healthy development of the asset market.Asset injection,as a form of directional additional issuance,is worth studying the problems,especially the means in the process of profit appropriation.On the basis of summarizing domestic and foreign research results,this article uses a case study method to take the example of Zhejiang Oriental 's acquisition of China-Korea Life Insurance,Zhejiang Gold Trust and Dadi Futures from the controlling shareholder International Trade Group in 2016 as an example to analyze the problem of interest encroachment behind the private placement..In order to better investigate the phenomenon of interest appropriation in the directional issuance of Zhejiang Dongfang,this article analyzes the reasons for the directional issuance,from the perspectives of the choice of directional issuance price and timing,the advantages and disadvantages of the injected assets and the rationality of the value assessment of the injected assets Research.The main conclusions obtained through the case analysis are as follows:Firstly,the "one share only" shareholding structure is the fundamental reason why large shareholders can encroach on the interests of small and medium shareholders through private placement.The major shareholders use the timing of theissuance and the choice of the pricing base date to lock in the lower issue price.With the lowest subscription cost,they will end up with three consecutive years of inferior assets at the end of the industry rankings,China South Korea Life Insurance and Zhejin Trust,and the poorly operating land.Futures,as the target assets of the acquisition,realize the purpose of buying low-value assets for more corporate equity.And use the most subjective income method in asset evaluation to overestimate the value of assets,so that shareholders can gain more control.The large shareholders transferred their burdens through the injection of inferior assets,which exacerbated the degree of separation of the interests of the large shareholders and the small and medium shareholders,and the interests of the latter were damaged.Second,from a long-term perspective,the economic consequences of the directional additional issuance,the integration of the group 's parent company 's assets has not brought good financial performance and operating performance,and the profitability and growth capacity have begun to decline due to the impact of inferior assets.Finally,the article puts forward possible policy suggestions for the future development of directional issuance,and gradually improves the directional issuance process,especially the selection of information disclosure and evaluation methods in asset injection,hoping to provide inspiration for reducing the shareholder's interest encroachment in the directional issuance process.