The Equity Division has been an important factor affecting China system operation of the securities marketit not only caused by conflicts of interest between tradable shareholders and non tradable shareholders,but also damage the interests of listed companies consistent basis.April 29,2005,the China Securities Regulatory Commission issued the relevant issues on the reform of the share reform of listed companies notice to start the reform of the split share structure,officially opened the prelude to the split share structure reform.To late August 2005,the split share structure reform has been successfully completed.Since then,five ministries(Chinese Commission,the SASAC,the Ministry of finance,people’s Bank and the Ministry of Commerce Chinese)jointly issued the "guidance" on the share reform of listed companies,the shares of listed companies next reform guidance.The completion of the split share structure reform makes the interests of the large and small shareholders tend to be consistent,the interests of the major shareholders in the theory of return to the value of the company itself,but the split share structure reform to achieve this effect? In the process of the development of the split share structure reform,the private placement system has been widely recognized in the economic market.Because the operation of the system is relatively simple,the threshold is relatively low,but also to save a large amount of distribution costs.Up to now,the private placement of this form of financing has become an important way of equity financing in China’s economic market again.However,the private placement system in China’s capital market,there are a lot of benefits transfer phenomenon.In this paper,according to these problems from the concept analysis,theoretical research and case analysis of three aspects to analyze how to realize the interests of listed companies.This paper will be described from the following five chapters:The first chapter is introduction.This paper briefly describes the background and significance of this study,and the following research needs to be done.In addition,this paper describes the research methods and ideas,as well as through the concept of private placement to achieve the concept of transfer of benefits.The second chapter is literature review.This paper is related to the literature reading and sorting of the domestic and foreign private placement,by studying the domestic and foreign literature about the private placement,found that many foreign articles mostly bythe discount the way to achieve the interests of the transport problem.In foreign countries,between the shareholders to achieve transfer of benefits in many ways,but mainly by the method of high discount,in addition to the management of defense hypothesis and monitoring hypothesis,large shareholders control hypothesis,information asymmetry hypothesis,investors risk compensation hypothesis of the five different hypothesis to explain the discount.Through the summary and research of the domestic literature,we found that in our country mainly from the following three ways to study the interests of private placement.These three kinds of ways: first,the unreasonable price to the specific issue of object placement;two,the major shareholder of the company by the high prices on the private placement of new shares for subscription;three,the private placement to obtain new shares for cash.The company mainly through two means of cash:one is the subscription party in the realization of the private placement after the reduction of shares;another is in the private placement subscription,the company’s shareholders to carry out high dividends.The third chapter is about how to use the private placement of listed companies to carry out the interests of the theoretical analysis.The first is the private placement policy background,followed by the placement of the model,then the relationship between private placement pricing and transfer of benefits between the last asset acquisition pricing and interest relationship between transportation.Due to the large shareholders of listed companies Chinese for listed companies have an absolute right and the relevant departments of the private placement market due to lack of supervision experience,information disclosure system is imperfect created between large and small shareholders serious information asymmetry and agency problems.The fourth chapter is the case analysis.First of all,the paper introduces the background of the case company,and then analyzes the impact of the company’s private placement plan from four aspects:timing,information disclosure,earnings management and asset pricing.From the analysis,it is found that how the listed companies carry out the transfer of interest through private placement.The fifth chapter is the research and Enlightenment of the transfer of interests in the private placement.At present,China’s securities regulatory authorities have found that listed companies through private placement to achieve the transfer of benefits,but also to take appropriate measures.However,some of the listed companies through non-public offering of securities in the form of illegal access to personal interests of the behavior has occurred.In order to further reduce the occurrence of private placement in China market in the interests of transport phenomena,better play the role of non-public offering financing,our country should further standardize pricing system,establish the restriction mechanism,crack down by lowering the price of the issuance of stock price manipulation behavior and to further standardize the information disclosure system at the same time,earnings management system,and strengthen the management of the acquisition of assets pricing,for China’s securities market benign development inject new blood. |