定向增发也称非公开发行,指上市公司采用非公开发行方式,向特定对象发行股票的行为。股权分置改革后,中国上市公司出现了定向增发的热潮。定向增发涉及新老股东的利益分配,上市公司“一股独大”的股权结构,使得定向增发的经济后果背离了其初衷。大股东参加高折价的定向发行为其提供了坐享廉价股权的机会,发行定价自然成为争论的焦点。 Private placement also known as non-public offering, refers to the use of non-public offering of listed companies to issue shares to specific objects. After the non-tradable shares reform, the listed companies in China appeared the trend of private placement. Private placement involving the interests of new and old shareholders, listed companies, “a single dominant” ownership structure, making the private placement of the economic consequences of departure from its original intention. The large shareholders to participate in the high discount directional distribution provides them with the opportunity to sit and enjoy cheap equity, issue pricing naturally become the focus of controversy.