Study On Asset-purchase Of Private Placement Tunneling

Private placement is a behavior that company issue stocks to limited number of investors,generally no more than 10 people to raise funds,Belonging to an equity refinancing method.The policy norms for this type of financing method began in May 2006 with the China Securities Regulatory Commission's Measures for the Administration of Securities Issuance of Listed Companies.What's more,after the share-trading reform in the Chinese market,the private placement of this type of equity financing has gradually developed.However,compared with the mature capital market,China's market for private placements has experienced a asymmetric period of policy and market development,causing some problems arisen.In the context of the structural defects in the listed company's shareholding structure in China,there is still a structural flaw,the private placement audit period is still long,and the relevant system has yet to be perfected.So this kind of market-oriented equity refinancing method has the problem of large shareholders' interest transfer.As one of the types of private placements,private placement of M&A assets involves the dual transaction of issuing stocks and acquiring assets,which will provide a broader space for manipulation of the interests of major shareholders.Such as the choice of the timing of additional issuance,the discount rate of additional issuance,the injection of false high valuation of assets,the pledge of equity and other means of encroachment by major shareholders.These problems have gradually emerged after the changes in market conditions and the gradual improvement of the rules,affecting the good order of capital market development.At present,the research on interest transfer focuses on two aspects.One of the angles is to judge whether the major shareholder is a supporter or a profit transmitter.Most of the methods used are based on the selection of the relevant data of the listed company as a whole,using the event research method and other measurement methods to conduct empirical tests to obtain the judgment of interest transfer.Another perspective is to judge the relationship between the degree of interest transfer and one or several variables,to provide relevant advice on limiting the transfer of benefits or to promote market-oriented pricing in the private placement market.This paper attempts to select the direction of M&A assets,which is more likely to breed the interests of major shareholders,and selects the case of Dongfan Precision,combined with specific data analysis,to show the way of benefit transfer.On the one hand,combined with the more concrete display of empiricalconclusions,the theory combined with the actual,expanded the research of the field of private placement of listed companies.On the other hand,the analysis of the benefits of the cause of the more comprehensive,realistic,making the recommendations more realistic and practical.The paper sorts out the relevant literature on the transfer of M&A assets and the transfer of China's private placement system,combined with the problems of China's private placement market and the consequences of large shareholder encroachment.By selecting the case of Dongfan Precision's directional issuance of M&A assets in 2017,combined with relevant data analysis,it is concluded that related parties use information superiority,low buy and sell high;major shareholder earnings management,manipulate stock price;false performance commitment and other such private placement process Benefit delivery method.The transfer of these interests ultimately harmed the interests of small and medium-sized shareholders,and caused a lot of sequelae.This case is not a case.Combined with the problem of capital market in the end of 2018,I want to see the micro-knowledge through case analysis.I will find the source of the interest transfer problem generated by the private placement in the market,summarize the problems,and propose and compare.Practical suggestions can promote the development of a fixed market to rationalization.