随着股权分置改革的实施,资本市场全流通的时代已经到来,定向增发作为借鉴境外成熟资本市场经验所引入的一种非公开发行融资方式,越来越受到上市公司的青睐。定向增发作为一种收购技术和支付方式也取得了法律法规的认可,被广泛运用于成熟资本市场中通过股权支付实现资产收购和产业整合。通过定向增发方式进行资产的收购可以说是一种股权置换资产的做法。因此,本文主要探讨了子公司通过定向增发方式收购母公司资产的动因问题,从这一视角下研究定向增发热的原因。 With the implementation of the split share structure reform, the era of full circulation of the capital market has arrived. Private placement is more and more favored by listed companies as a non-public offering financing mode introduced from overseas mature capital market experience. As a kind of acquisition technology and payment method, private placement has also been approved by laws and regulations. It is widely used in assets acquisition and industrial consolidation through equity payment in mature capital markets. The acquisition of assets by way of private placement can be said to be a practice of equity replacement of assets. Therefore, this article mainly discusses the motivation of the subsidiaries to acquire the assets of the parent company through private placement, and studies the causes of the additive fever from this perspective.