Abstract: In order to deeply analyze the mechanism of profit commitment and the regulatory effect of the new regulation, based on the signal characteristics of profit commitment, this paper constructs a signaling game model of private placement profit commitment under the new regulation of refinancing, and uses the reverse induction method to obtain Nash equilibrium path.It is found that the higher the amount of profit commitment and the more significant the effect of profit commitment on investor sentiment, the greater the probability that fixed increase enterprises will be sought to fulfill the contract; under the mixed equilibrium path, in order to reduce the probability of using profit commitment by high-quality enterprises and low-quality enterprises, the regulatory authorities should encourage enterprises to increase the subscription proportion of major shareholders or related parties of major shareholders, provide investors with higher discount rate of issuance, and at the same time, improve the audit standard of commitment amount of high-quality enterprises and strengthen the punishment for default of low-quality enterprises.Under the separation equilibrium path, the regulatory authorities should enhance the punishment for breach of contract to prevent the profit commitment from being abused by low-quality enterprises, and control the upper limit of profit commitment of high-quality enterprises to ensure the survival and development space of low-quality enterprises.

Key words: profit commitment, private placement, new regulation of refinancing, signaling game