Research On The Factors Influencing The Discount Rate Of Private Placement Of Listed Companies

On December 28,2019,the 13th National People's Congress Standing Committee voted to pass the revised securities law.The new law clearly implements a comprehensive registration system in the Chinese capital market,setting up a special chapter to emphasize the protection of the rights and interests of small and medium investors.In recent years,in terms of refinancing,private placements have developed rapidly.According to WIND statistics,from 2009 to 2018,the total number of private placements was 84 times the total number of public offerings,33 times the total number of rights issues,and 96%of the equity financing amount.The size of the private placement financing increased year by year from 256.635 billion yuan in 2009,and reached a peak of 185.3341 billion yuan in 2016.The total amount of private placement financing accounted for 94.7%of the total financing of the three 'equity refinancing methods:private placement,public placement and rights issue.The targeted issuance has high financing efficiency and simple procedures.With its unique advantages,it has almost completely occupied the equity refinancing market and has become an important channel for financing of listed companies in China.In the process of private placement,major shareholders generally use a high discount level,that is,subscribe for new private placements at a price lower than the market price,and further increase control to profit,harming the interests of small and medium investors.This article uses the case of the private placement of A shares of listed companies in China from January 2015 to December 2018 as a sample to study the participation of large shareholders in the private placement,market conditions,profit compensation agreements,and annual average profit commitments.Impact on the discount rate.The study found that the discount rate of large shareholders participating in private placements is relatively high,and the higher the percentage of large shareholders subscribing to private placements,the higher the discount rate;the better the market conditions,the higher the discount issuance of private placements;making profit compensation commitments in private placements The discount rate is higher than the discount rate for which no profit compensation commitment is made;the higher the average annual profit commitment made in the private placement,the higher the discount rate.Combining the perspective of protecting the interests of small and medium investors,the corresponding policy recommendations are put forward:First,we should pay attention to the case of targeted issuance of large shareholders in the securities market and the case of targeted issuance of stocks when the market is better.The possible reasons are that the major shareholders use their own control of the stock price and the blind follow-up psychology of investors.When the market is better,the stock price is higher,and the major shareholders use the higher discount rate when the market is better to transfer benefits.They should require Its information disclosure is transparent;second,it should pay more attention to other pricing methods in the long run and seek more non-performance commitments as indicators to replace performance commitment compensation.Because although signing a profit compensation agreement is conducive to avoiding the problem of high valuations,performance compensation commitments are also an opportunity for the target asset shareholders to in turn require a high discount level,and at the same time,putting greater pressure on the target asset shareholders will cause them to pay too much attention to short-term Performance,while ignoring its long-term collaborative development.