关键词: 定向增发, 购买资产, 双重定价, 声誉约束, 利益输送

Abstract:

Issuing additional stocks to certain buyers is a questionable way to acquire assets in China's capital market because it may involve interest transfer from large shareholders or new dominating stockholders, depending on whether the two kinds of assets are fairly priced in the trade under the unsymmetrical pricing institution in China. Relative to the distinctness and directness of higher discounted stock price in additional stock issuances, the mode of interest transfer by higher valuation in asset appraisal is more indistinct. Using 223 major asset reorganization samples with executing mergers & acquisition by way of issuing additional stocks to some certain buyers between 2006 and 2014, the paper studies more complicated interest transfer actions under combined considerations of asset appraisals increment and discounted stock price. We find that higher asset appraisal increment and discounted stock price coexist in the type of M&As. The results show that the double pricing institution probably will intensify level of interest transfer in M&As. Deep research gives us evidence that reputation constraint existing in asset appraisal firms could alleviate the problem of interest transfer in M&As. At last, we provide some constructive suggestions to regulatory authorities including China Appraisal Society and China Securities Regulatory Commission.

Key words: issuing additional stocks to certain buyers, mergers &, acquisition, double pricing institution, reputation constraint, interest transfer