Research On Interest Conveyance In Private Placement For The Purpose Of Overall Listing

The overall listing is a special phenomenon in China's capital market.In the reform of China's shareholding structure reform,the overall listing has always been respected by the government.The overall listing can help listed companies reduce related party transactions and peer competition,integrate group quality resources,and achieve optimal allocation of group resources.In 2017,according to regulations promulgated by the Zhejiang and Shandong governments to promote the reform of state-owned enterprises,the overall listing will be the main means of national enterprise reform in the next five years.The targeted private placements discussed in this paper refer specifically to private placements in the context of overall listing,which refers to the issuance of additional equity by the listed company to the parent company,and the controlled shareholder's subscription of the equity of the listed company by using the assets as consideration.Since this type of private placement is often accompanied by the injection of controlling shareholder assets,this type of transaction is essentially a large-scale "association transaction" with the controlling shareholder.In the market,there have been many discussions on the transfer of interest in the transactions between listed companies and parent companies.Is there any problem in the overall direction of issuing additional shares in order to make corporate governance more transparent and open to the public?This article first summarizes the research literature since the overall listing appeared in China,domestic scholars in China for the overall listing,mainly discussed the motivation of the overall listing,path and post-listed performance changes.Second,this article summarizes domestic and foreign scholars,research literature on private placement and interest transfer issues.It is found that China's research on private placement in the context of overall listing is limited to the discussion level,and there are few research results in terms of path and performance.At the same time,the research on the performance of listed companies after the overall listing is limited to the short-term level and lacks long-term tracking research.This paper takes Jingyuan Coal and Electricity as an example to discuss whether the interests of small and medium-sized shareholders in the private placement in the context of the overall listing are in the overall market and achieved synergy with the major shareholders in the long-term stock market.Through case study analysis,this paper finds that Jingyuan Coal Electricity Co.,Ltd.has a timing machine to issue shares,inflates the injected asset price,and after the overall listing,it transfers large-sum dividends to the interests of large shareholders.The contribution of this paper lies in researching and supplementing the deficiencies of private placement research literature in the context of overall listing.At the same time,it contributes to the long-term follow-up research literature shortage after the overall listing,and puts forward the classification criteria of directional bonus issuing in the context of overall listing.The inadequacy of this paper is that the channel for information acquisition is relatively single.There is no disclosure about the details of the injection of assets by the controlling shareholder.The analysis of the value of the injected assets has always been based on theoretical and logical reasoning methods.It is not supported by detailed direct data.