| The asset-purchase of private placement is a kind of refinancing behavior in which a listed company acquires the assets of the other party by issuing stocks to specific objects.The major shareholders of the listed company inject the related assets into the company,which can reduce the connection transaction and horizontal competition of the listed company and improve the effective integration of the industrial chain.The evaluation of the value of the injected assets is the core of this paper,due to the dual transaction involved in the asset-purchase of the private placement,such as the issuing shares and injecting the major shareholder's assets.The controlling shareholders which in a dominant position on the asset-purchase of private placement,because of the existence of agency cost effct and information asymmetry,can manipulate inject overvalued assets,thus against the interests of medium and small shareholders.The question studied in this paper is the rationality of the asset value evaluation in the private placement and whether the major shareholders through the injection of related assets to improve the overall financial status and economic added value of the listed company.This paper is mainly divided into two parts:theoretical research and case analysis of the asset-purchase of private placement.In terms of research content,first of all,it elaborates the theoretical mechanism of private placement and the method of asset evaluation.Subsequently,it reveals the current situation and the shortage of the asset-purchase of private placement in our country.Secondly,through select the China Resources Double-Crane Pharmaceutical C0.,Ltd.(600062)as an analysis object,re-evaluating the value of the assets injected by the major shareholders to judge whether the asset appraisal agency has overestimated the assets.Finally,through the analysis of the financial situation and the economic value added of the China Resources Double-Crane Pharmaceutical CO.,Ltd.to judge whether the asset injection brings financial synergies to company.Through the analysis of this case,the following conclusions can be concluded:(1)The appraisal agency has overestimated the injection of assets.The final value added rate of asset appraisal is 460.21%,less than half of the 1046.63%value added rate given by the asset appraisal agency.In the process of private placement,if the injected assets are overestimated,the major shareholders can get higher share subscription,further expanding its share proportion in the China Resources Double-Crane,squeezing the interests of minority shareholders.(2)By injecting the related assets,we can improve the financial situation and the economic value added.This asset-purchase of private placement is a medical industry resource integration under the same control,which strengthens the resource concentration of the pharmaceutical sector of China Resources Group,produces internal management synergies,optimizes the financial structure of the listed company,promotes the increase of economic added value and enhances its comprehensive strength.The significance of this article is to assess the value of assets acquired and sum up the applicable to methods of assets value assessment of the asset-purchase of private placement by studying the China Resources Double-Crane Pharmaceutical CO.,Ltd.(600062),improve the deficiencies of the theory research,and reveals the material assets reorganization of listed companies can through this way to improve its overall strength.In previous researches on the asset-purchase of private placement are mostly focus on the issue price,while ignoring the valuation of acquired asset.The innovation of this paper is to fill this theoretical blank.The highlights of this article cover many aspects:the literature is novel and covers a wide range of contents,and the data sources of case analysis are relatively comprehensive.Moreover,the asset-purchase of private placement of the China Resources Double-Crane Pharmaceutical C0.,Ltd.(600062)has a single issue object,which is only limited to asset purchase and does not involve fund raising,in order to focus on the assessment of asset value in private placement.In the case study,the company's free cash flow model is used to evaluate the value of acquired assets,which can be used as a reference for the research of asset evaluation.Finally,by comparing with the similar listed company Tong Ren Tang(600085),which did not have the asset acquisition of the private placement,we can determine whether it can be improve the financial condition of the China Resources Double-Crane Pharmaceutical C0.,Ltd.(600062)through the asset-purchase of private placement. |