;This study collects companies which raised capital by private placement from 2003 to 2015 from TEJ. The purpose is to discuss the relationship between corporate governance of companies which raised capital by private placement and the restatement .We uses the logistic regression model to investigate the effect of the percentage of independent directors in the directorboard, the shareholding ratio of directors and supervisors, and the shareholding ratio of major shareholders on the restatement of financial statements. The empirical results find a significantly negative correlation between the shareholding ratio of directors and supervisors or shareholding ratio of major shareholders and the restatement. This result indicates that the higher the shareholding ratio of directors and supervisors is,the more relevant the interest is.Then they will be more willing to supervise the company, so as not to damage the value of company,and the probability of financial restatement will decrease. Once the fraud occurs, the stock price of the company will fall. The directors and supervisors holding a lot of stocks are not happy to see the situation.If the restatement happens,the major shareholders holding a lot of stocks will loss much money,so they will be more willing to supervise the company.The probability of financial restatement will decrease. However, this study can’t confirm that the higher the percentage of independent directors in the directorboard is, the lower probability of financial restatement is.
