Research On The Problem Of The Benefit Transfer Of Guanfu Shares’ Private Placement

In order to meet their own profit needs,major shareholders often transfer interests during private placement,inject assets under their names into listed companies,and realize asset securitization.Since non-public issuance can issue larger-scale equity financing with less restrictions,listed companies are more willing to use non-public issuance to replace ordinary public issuance when facing financing needs.However,due to the relatively concentrated shareholding of listed companies in my country,asymmetric access to information between major shareholders and small and medium shareholders,lax supervision of asset appraisal agencies,and imperfect protection mechanisms for the interests of small and medium shareholders,large shareholders have greater opportunities to transfer interests.The means are more diverse and concealed.The transfer of benefits from the private placement will cause negative market effects,affect the company’s stock price,and also cause the company’s performance to decline and interests to be damaged.Therefore,research on the issue of private placement of benefits transmission will play a certain role in promoting the improvement of relevant laws and regulations in the securities market,promote the improvement of the protection mechanism for the interests of small and medium shareholders,urge relevant regulatory agencies to strengthen supervision,effectively protect the interests of small and medium shareholders,and maintain the stock market.healthy operation and development.The case studied in this paper is Guanfu Co.,Ltd.,an A-share listed company with a stock code of 002102.The company’s main business is medical care products and supply chain e-commerce operations.The company’s predecessor was a family business founded by Lin’s father and son.It was found that Guanfu Co.,Ltd.had the behavior of transferring interests when injecting Nengte Technology and Shanghai Sumi Information Technology through private placement,and adopted various methods to transfer benefits,which caused serious negative effects.Guanfu shares were issued a risk warning by Shenzhen Stock Exchange on October 16,2018,and Guanfu shares became ST Guanfu.The current Guanfu shares is a company whose main business income is 6.5 billion,but the asset-liability ratio is as high as 62%.This paper uses the method of literature analysis,case analysis and event research to sort out the process of Guanfu’s private placement in detail,and analyzes the specific methods of benefit transfer by combining theory with practice,and then analyzes the benefits transfer of Guanfu’s private placement.The specific causes,followed by discussing the impact of this behavior on the market,the company itself,and the small and medium shareholders,finally draws conclusions and enlightenments,and puts forward suggestions for such problems from the perspective of the company and the securities market.The full text is divided into five parts,which are the first part: Introduction.This paper mainly introduces the research background and research significance of the topic selected in this paper,and summarizes the relevant literature on the way of private placement,the causes of private placement,and the impact of private placement.The second part: theoretical basis.The research topic of this paper,the two concepts of directional additional issuance and benefit transfer,are explained,and then the specific theory used in this paper is discussed.Part III:Case overview.Introduce the establishment and development of Guanfu Co.,Ltd.,the main products and business,the shareholding structure,and then give a detailed introduction to the process of Guanfu’s private placement.Injecting assets into Nengte Technology,the second private placement into Shanghai Sumi Information Technology,and then summarizing the purpose of the private placement of Guanfu shares.The apparent purpose is to raise funds and develop diversified businesses to obtain synergies.The actual purpose It is the major shareholder consolidating control and transferring benefits.The fourth part: case study.Analyze the specific ways of benefit transfer from the private placement of Guanfu shares,what are the reasons for the transfer of interests of major shareholders,and finally analyze the relevant impact of this behavior from the perspective of market effect,company financial performance and the interests of small and medium shareholders.The fifth part: the conclusion and enlightenment of the case study.Through the analysis of this case,conclusions can be drawn: Conclusion 1.The ways of transferring the benefits of the private placement of Guanfu include: multiple private placements in a short period of time,intentional suspension of trading and selection of the pricing base date to manipulate the issue price;Negative earnings management to reduce stock prices;inject inferior assets under the name of major shareholders;third-party asset appraisal agencies choose the market income method,which greatly overestimates the value of assets;after the end of the sale restriction period,major shareholders pledge equity to reduce their holdings and cash out.Conclusion 2.The reasons for the transfer of benefits from the private placement of Guanfu shares include: the securities market has controllability in the selection of the pricing base date;the equity of Guanfu shares is relatively concentrated,and the major shareholders can transfer benefits;the interest protection mechanism for small and medium shareholders is not sound enough,Obtaining information about the private placement of Guanfu shares is not sufficient.Conclusion 3.The impact of the transfer of benefits from the private placement of Guanfu shares includes: the short-term market effect is negative,the excess cumulative return rate is reduced,and the stock price falls;the long-term financial performance of the company is reduced,and all financial indicators from 2016 to 2020 are all Showing a downward trend;encroaching on the interests of small and medium shareholders,reducing the wealth of investors.