Study On The Transfer Of Benefits To Major Shareholders In Asset Injection-oriented Directed Share Issuance

Directed issues have been popular in Chinese company since the late 20 th century,but with the release of the Securities Law in 2006,the importance of directed issues was further elevated and it quickly became the preferred method of refinancing for listed companies with its unique advantages,thus changing the previous downturn of directed issues.However,due to the boom in targeted issuance,many major shareholders have taken advantage of this opportunity to transfer their interests.The injection of assets into targeted issuance is a common way of many types of targeted issuance,and as its financing scale has been rising in recent years,the chaos of interest transfer has been intensifying,with asset injection-type targeted issuance being particularly frequent due to its characteristics.This is due to the fact that major shareholders use their control power to set the issue price at a lower price before the issue,thus allowing investors to obtain shares of listed companies at a lower price;in addition,as the asset injection type of directed issue is available for investors to choose from,this makes those major shareholders with the idea of profit transfer more inclined to use the way of inflated valuation to achieve their own purposes.This makes it more likely that large shareholders with profit-taking in mind will use inflated valuations to achieve their objectives.As the conditions for the asset injection type of targeted issuance are more lenient and operational,this has led to greed on the part of the major shareholders,thus leading to the emergence of profit transfer,which has not only failed to allow the enterprise to develop and grow,but has also led to a sharp decline in its profitability and ultimately become a means for them to make personal gains.Based on the above background,in order to deeply study the tunneling of major shareholders’ interests in asset-injection private placement,this paper analyzes and studies the tunneling of major shareholders’ interests in asset-injection private placement from three aspects: the causes,methods and economic consequences.First of all,this paper collects the research results of domestic and foreign scholars,and analyzes the existing research conclusions to lay a theoretical foundation for the following.After that,this paper selects Tomson By-health as the target for detailed case analysis.As a leading enterprise in China’s health products industry,in 2018,By-health injected Tomson Baisheng,a subsidiary with net assets of only CNY 101 million,and completed the private placement with a premium of CNY3.5 billion,34 times.The discount rate of private placement is also as high as 60% when the private placement is injected into assets.The interest transmission in this case is timeliness and typical.Moreover,the trend of brand value chain in the development of the health products industry in recent years makes the enterprise prone to the phenomenon of inflated value in mergers and acquisitions,which is the high incidence area of interest transmission in the private placement of injected assets.After that,through the analysis of the economic consequences,the relevant conclusions of the impact of interest transmission on the short-term and long-term development of the company and the damage to the rights and interests of minority shareholders are drawn.Finally,this paper takes the causes and ways of asset injection in the private placement of Tomson By-health as the breakthrough point,and puts forward corresponding countermeasures and suggestions,hoping to provide practical methods for the listed companies in our country to prevent the profit transmission of major shareholders during the private placement of asset injection.