Abstract: The “high premium” of the underlying assets has led to the decline of the performance of listed companies and the surge of events that the performance of the asset commitment is not up to the standard, especially the related transactions between the target assets of fixed value acquisition and the ultimate controller of listed companies are the most prominent.This paper analyzes the impact of the characteristics of the ultimate control right on the valuation of the underlying assets based on the sample of listed companies in which the ultimate controller and its related parties have carried out the asset injection of targeted additional issuance in 2007-2018.The results show that: the control right of the ultimate controller is in a U-shaped relationship with the value-added rate of the asset evaluation, the cash flow right is negatively correlated with the value-added rate of the asset evaluation, and the separation degree of the two rights, the complexity of the control right, the separation degree of the control right of the ultimate controller before and after the value-added rate of the asset evaluation is positively correlated with the value-added rate of the asset evaluation;the larger the proportion of the ultimate controller in the board of directors, the higher the value-added rate of the assets appraisal of the target added is if the manager is appointed or held by the ultimate controller;compared with the state-owned ultimate controller, the value-added rate of private-owned assets is higher, which reflects that the control position of the ultimate controller under the opportunistic motivation has a significant impact on the value-added assets, and the injected asset value increases the risk of performance commitment. The ultimate controller′s behavior of transferring the wealth of listed companies by means of fixed value of merger and acquisition assets is more hidden. Investors and regulators need to pay attention to the link of fixed value of merger and acquisition assets and effectively prevent the risk of performance commitment.

Key words: directional issuance, ultimate control characteristics, assets valuation