基于定向增发的利益相关者风险分析
发布时间：2019-03-22 19:38
【摘要】：定向增发和配股、公开增发、可转债一起构成了上市公司股权再融资的主要手段,尤其是在06年股权分置改革以后,由于定向增发相比于另外三种再融资方式具有发行要求低、程序简单、成本少、时间短等优势,使得定向增发逐渐成为资本市场再融资的主要手段。然而随着定向增发企业的增多,增发过程中出现的各种问题也不断浮现出来,法律制度跟不上市场发展步伐的现象显得尤为明显,完善定向增发机制的问题显得愈发紧迫。 企业定向增发的流行是最近几年资本市场出现的现象,然而伴随着增发企业数量和募资规模急剧增长的是定向增发相关的研究比较滞后,造成定向增发市场乱象丛生。正是在此背景下,笔者希望站在前辈们的研究成果上对定向增发的风险做一个比较全面的分析,以改变过去在风险研究方面的片面性,使得定向增发的各利益相关者能站在不同的角度去看待增发过程中存在的风险,也希望监管部门能对当前存在的问题有所警觉,以不断完善其法律法规,从而促进资本市场的长久健康发展。 本文主要分为以下几个部分： 第一章为导论。主要阐述本论文的写作背景、目的与意义、研究思路及方法、本文的创新等。 第二章为文献综述。主要阐述国内外相关学者在定向增发风险方面的研究成果,并对其相关的研究结果进行归类总结,以便为后面的相关理论综述打下基础。 第三章为定向增发的机制及其现状分析。主要阐述定向增发的概念、作用、优势与不足,以及定向增发在当前国内资本市场运用情况等。 第四章为定向增发的风险分析,本章的主要内容是在前面理论的基础上,对定向增发的风险做出一些创新性研究及总结。主要分为大股东、中小股东、参与定向增发的投资者、管理层以及中介机构。此章也是本文理论的核心部分和创新所在。 第五章为案例分析,主要通过典型案例的选取来分析定向增发过程中各利益相关者存在的风险。前半部分主要是相关案例公司的介绍以及此次定向增发的简介。而后通过站在不同利益相关者的视角对本次定向增发的风险进行分析。本章和第四章—起构成了本论文的核心部分。 第六章为研究结论以及建议,主要是通过前面的阐述和分析来给出论文的研究成果,并针对存在的问题提出个人的建议,以对定向增发机制的完善有所帮助,同时也反思了论文创作过程中的不足。由于作者的水平有限、论文创作时间较短,所以本文在理论概述过程中可能逻辑不够清晰,叙述不够全面；在案例分析过程中可能存在文字分析较多,数据搜集和统计较少,论证不足等问题。
[Abstract]:The refinancing means of equity refinancing of listed companies are composed of directional issue and rights issue and public issuance, and convertible bonds constitute the main means of equity refinancing of listed companies, especially after the reform of the split share structure in 2006, due to the fact that the issue requirement of the directional issue is lower than that of the other three refinancing methods, The advantages of simple procedure, low cost and short time make directional issuance gradually become the main means of capital market refinancing. However, with the increase of targeted issuance enterprises, various problems appear in the process of issuance, the phenomenon that the legal system can not keep up with the development of the market appears to be particularly obvious, and the problem of perfecting the mechanism of directional issuance becomes more and more urgent. The popularity of targeted issuance is the phenomenon of capital market in recent years. However, with the rapid increase of the number of additional issuing enterprises and the scale of fund raising, the research related to the directional issuance is lagging behind, which leads to the chaos of the directional issuance market. It is against this background that the author hopes to make a more comprehensive analysis of the risk of directional issuance on the basis of the research results of the predecessors, in order to change the one-sidedness of the past in risk research. To enable the stakeholders to view the risks in the issuance process from a different perspective, and hope that the regulatory authorities will be vigilant to the existing problems in order to continuously improve their laws and regulations. So as to promote the long-term healthy development of the capital market. This paper is divided into the following parts: the first chapter is the introduction. This paper mainly describes the writing background, purpose and significance, research ideas and methods, the innovation of this paper. The second chapter is literature review. This paper mainly expounds the research achievements of domestic and foreign scholars on the risk of directional issuance, and classifies and summarizes the related research results, in order to lay a foundation for the related theoretical review in the future. The third chapter is the mechanism of directional issuance and the analysis of its present situation. This paper mainly expounds the concept, function, advantages and disadvantages of directional issuance, as well as the application of directional issuance in the current domestic capital market. The fourth chapter is the risk analysis of directional issue. The main content of this chapter is to make some innovative research and summary on the risk of directional issue on the basis of the previous theory. Mainly divided into major shareholders, small and medium-sized shareholders, investors involved in directional issuance, management and intermediary agencies. This chapter is also the core of the theory and innovation. The fifth chapter is the case analysis, mainly through the selection of typical cases to analyze the risk of stakeholders in the process of directional issuance. The first half is the introduction of related case companies and the introduction of this directional issue. Then through the perspective of different stakeholders to analyze the risk of this targeted issue. This chapter and the fourth chapter-form the core part of this paper. The sixth chapter is the research conclusions and suggestions, mainly through the previous elaboration and analysis to give the research results of the paper, and put forward personal suggestions for the existing problems, in order to help the improvement of the directional issuance mechanism, At the same time, the paper also reflects on the shortcomings in the process of writing. Because the author's level is limited and the writing time is short, the logic of this paper may not be clear enough in the process of summarizing the theory, and the narration may not be comprehensive enough. There may be some problems in the process of case analysis, such as more text analysis, less data collection and statistics, and insufficient argumentation and so on.
【学位授予单位】：西南财经大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：F832.51
本文编号：2445858
[Abstract]:The refinancing means of equity refinancing of listed companies are composed of directional issue and rights issue and public issuance, and convertible bonds constitute the main means of equity refinancing of listed companies, especially after the reform of the split share structure in 2006, due to the fact that the issue requirement of the directional issue is lower than that of the other three refinancing methods, The advantages of simple procedure, low cost and short time make directional issuance gradually become the main means of capital market refinancing. However, with the increase of targeted issuance enterprises, various problems appear in the process of issuance, the phenomenon that the legal system can not keep up with the development of the market appears to be particularly obvious, and the problem of perfecting the mechanism of directional issuance becomes more and more urgent. The popularity of targeted issuance is the phenomenon of capital market in recent years. However, with the rapid increase of the number of additional issuing enterprises and the scale of fund raising, the research related to the directional issuance is lagging behind, which leads to the chaos of the directional issuance market. It is against this background that the author hopes to make a more comprehensive analysis of the risk of directional issuance on the basis of the research results of the predecessors, in order to change the one-sidedness of the past in risk research. To enable the stakeholders to view the risks in the issuance process from a different perspective, and hope that the regulatory authorities will be vigilant to the existing problems in order to continuously improve their laws and regulations. So as to promote the long-term healthy development of the capital market. This paper is divided into the following parts: the first chapter is the introduction. This paper mainly describes the writing background, purpose and significance, research ideas and methods, the innovation of this paper. The second chapter is literature review. This paper mainly expounds the research achievements of domestic and foreign scholars on the risk of directional issuance, and classifies and summarizes the related research results, in order to lay a foundation for the related theoretical review in the future. The third chapter is the mechanism of directional issuance and the analysis of its present situation. This paper mainly expounds the concept, function, advantages and disadvantages of directional issuance, as well as the application of directional issuance in the current domestic capital market. The fourth chapter is the risk analysis of directional issue. The main content of this chapter is to make some innovative research and summary on the risk of directional issue on the basis of the previous theory. Mainly divided into major shareholders, small and medium-sized shareholders, investors involved in directional issuance, management and intermediary agencies. This chapter is also the core of the theory and innovation. The fifth chapter is the case analysis, mainly through the selection of typical cases to analyze the risk of stakeholders in the process of directional issuance. The first half is the introduction of related case companies and the introduction of this directional issue. Then through the perspective of different stakeholders to analyze the risk of this targeted issue. This chapter and the fourth chapter-form the core part of this paper. The sixth chapter is the research conclusions and suggestions, mainly through the previous elaboration and analysis to give the research results of the paper, and put forward personal suggestions for the existing problems, in order to help the improvement of the directional issuance mechanism, At the same time, the paper also reflects on the shortcomings in the process of writing. Because the author's level is limited and the writing time is short, the logic of this paper may not be clear enough in the process of summarizing the theory, and the narration may not be comprehensive enough. There may be some problems in the process of case analysis, such as more text analysis, less data collection and statistics, and insufficient argumentation and so on.
【学位授予单位】：西南财经大学
【学位级别】：硕士
【学位授予年份】：2012
【分类号】：F832.51
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