关键词: 定向增发, 利益输送, 溢价发行

Abstract: Private placement is an important refinancing tool for listed companies. How to improve the regulatory system of private placement to ensure the steady and orderly development of the private placement market is the key link to comprehensively deepen the reform and achieve high-quality development. Combined with the decision mechanism of the reasonable discount rate of private placement and the bilateral stochastic frontier model, this paper puts forward a method to effectively identify the “ reasonable” and “ unreasonable” discounts, and makes an empirical analysis by using the data of China’ s private placement market. The empirical results show that since the “ 10% discount principle” was implemented for the discount rate, the proportion of “ insufficient discount” in China’ s private placement is much higher than that of “ excessive discount”, and the “ excessive premium” private placement will significantly raise the stock price and realize the tunneling of interests. The regulatory idea of only emphasizing limiting the discount ratio cannot achieve the purpose of effectively restraining the tunneling of interests, but frustrate the investors from participating in private placement investment. This paper not only expands the research on the discount rate of private placement, but also provides guidance to improve the government supervision for private placement.

Key words: Private Placement, Tunneling Behavior, Premium Issuing