Research On The "Tunneling Effect" Of The Company's Private Placement Under High-premium Mergers And Acquisitions

Private placement is a new non-public equity financing policy launched by the China Securities Regulatory Commission after the implementation of the share-trading reform in2006.Due to the conditions required for this method and the relatively loose review standards of the regulatory authorities,capital will be available after the policy is released.It is widely used in the market.Therefore,the scale of equity refinancing started in 2006through private placement has increased rapidly.In 2018 alone,the amount of private placement financing in the Chinese capital market was as high as 730 billion yuan,and private placement has become A-shares.The most important equity financing method for listed companies.However,compared with the mature capital market environment in the West,China started late in private placement and is still in the development stage,and is limited by the “dominant share” equity structure of listed companies in China,which enables major shareholders to rely on their own The influence on the enterprise(that is,the acquiring party),according to the needs of shareholders' own interests,select specific private placement targets,and use private placement financing to cover the transfer of interests between shareholders and shareholders or between shareholders and related parties,and then hollow out Enterprises form a "tunnel effect".Among these factors,the selection of the target company,the assessment of the value of the target company's assets,and the timing of the private placement transaction have all become the space that major shareholders can manipulate when they enter the tunnel.This article attempts to use the perspective of high-premium private placement of M&A assets,combined with Huawen Media's 2013 private placement of Huashang Media and its subsidiaries and the case of Chenghuai Technology,starting from the details of the M&A transaction,to reveal that the major shareholder of the company tunneled in this case.Way of mining.This thesis tries to show the chain design of the listed company's benefit transmission and the economic consequences caused by it by collecting relevant evidences such as the transaction timing,private placement model,and performance commitment clauses of listed companies and related parties.In the literature review,the paper collated the literature on goodwill,private placement and benefit transmission and benefit transmission methods,combined with the false increase in the value of the company's assets in the three mergers and acquisitions of Huawen Media in 2013 in exchange for high-value stocks,The transfer of the target company's original shareholder's performance compensation responsibilities and the signing of a biased equity lock-up period contract and other detailed analysis,thereby inferring that there is a high possibility that the shareholders of Huawen Media and related parties may purchase the relevant target company's equity in advance to improve the target company Assessing the premium,it successfully passed the private placement transaction in exchange for a higher value of Huawen Media equity.After the ban on the acquired equity was lifted,shareholders and their related parties accurately reduced their exchanged equity through information advantages,thus forming a tunnel effect.The decline in the performance of the target company after the end of the performance commitment period and the large-amount impairment of goodwill have further affected the financial profit of Huawen Media in 2018,which ultimately led to the damage to the equity of small and medium shareholders,and even hollowed out Huawen Media.The Huawen Media M&A case used in this article can at least represent one of the many causes of goodwill thunder incidents caused by the capital market from the end of 2018 to the beginning of 2019.Therefore,this article hopes to analyze the 2013 Huawen Media M&A case and provide a better understanding of capital In the market directional placement,the key links that are easily manipulated by both parties to the tunnel effect are exposed,which in turn attracts the attention of small and medium investors,corporate management and regulatory authorities.At the same time,it summarizes the related problems that exist in the high-premium private placement of mergers and acquisitions,so as to put forward more practical suggestions in order to more realistically protect the interests of small and medium shareholders,and promote the equity in the capital market under the private placement model of companies Reasonable optimization of financing.