| For a long time,as a special group in many economic organizations in China,commercial banks have been sought after by investors in the capital market with their steady operation.However,in recent years,with the further slowdown of China’s economic growth,the operation of small,medium-sized and micro enterprises has been blocked,and the loan default rate has increased.As a result,the overall non-performing loan ratio of the banking industry has risen,the profitability has declined and the liquidity has tightened.Then,the regulatory authorities issued the measures for the capital management of commercial banks(Trial),which ushered in the era of strong supervision.Commercial banks urgently need financing to supplement capital and enhance their risk prevention ability.Since the split share structure reform,private placement has gradually become one of the most popular financing tools in the capital market.With the advantages of low issuance cost,less information disclosure and simple issuance procedure,private placement can effectively and conveniently solve the problem of capital shortage of commercial banks in the short term.However,due to the imperfection of China’s capital market supervision system and the lack of relevant laws and regulations,private placement often becomes a tool for enterprises to deliver benefits to subscribers.Although the regulatory authorities have taken many measures to limit the choice of lock-in period and pricing benchmark date,the means of benefit transmission in the capital market have been emerging one after another.In this paper,the priority financing theory,principal-agent theory and information asymmetry theory are used to analyze the private placement engine and benefit transmission of commercial banks.Taking the private placement of Nanjing Bank as an example,this paper analyzes the scheme design,issuance process and benefit transmission behavior of private placement of Nanjing Bank.After research,it is found that in the private placement event of Nanjing Bank,the subscribers subscribed for 11.619 billion yuan of shares at a price premium higher than the secondary market,seemingly acting as a "knight in white".However,the Nanjing Bank has "broken the net issuance",manipulated the issuance price by earnings management,paid high dividends and increased the credit line to the subscribers,which has made its interest transmission behavior real.The essence of benefit transfer has also caused a negative impact on the capital market,and this financing has not been able to greatly improve the financial situation of Nanjing Bank.By studying the private placement event of Nanjing Bank,this paper deeply studies the motivation of private placement of commercial banks,and deeply understands the possible impact of private placement on commercial banks themselves,capital markets and the interests of minority shareholders.At the same time,it strengthens the explanatory power of the principal-agent theory to the conflict of interests between major shareholders and minority shareholders;Through the research on enterprises’ directional growth engine and benefit transmission behavior,it enriches the research theory in relevant fields and adds new cases of China’s commercial banks.At the same time,it reveals the two-sided nature of private placement,which helps to strengthen the protection of the interests of small and medium-sized investors and improve the operation and management of commercial banks. |