笔者作为项目组成员参与了T公司非公开发行股票项目,发现T公司存在明显的股权再融资偏好,具体体现为在资产负债率显著低于行业平均水平、债权融资更有利于提升ROE、剩余前次募集资金投向尚不明确的情况下仍采用股权再融资方式筹集资金。从T公司的案例中,笔者认为,上市公司股权再融资偏好的主要成因包括:两权未分离下的内部人控制;控股股东利用溢价增发实现套利;在控制权不受影响的情况下稀释现金流权以小博大。 As a member of the project team, I participated in the non-public offering of shares of T Company and found that there is a clear preference for equity refinancing in T Company. Specifically, the asset-liability ratio is significantly lower than the industry average. Debt financing is more conducive to raising ROE. Raised funds to invest the situation is still not clear the case is still using equity refinancing ways to raise funds. From T company’s case, I believe that the main reasons for the preference of refinancing equity of listed companies include: the insider control under the undivided ownership of two rights; the controlling shareholder to realize the arbitrage through the premium premium; diluting the cash under the condition that the controlling right is not affected Flow to small big.