It is cash dividends that firms could really pay back to their investors,however,in Chinese A-share equity market,cosmetic payout policies like-large stock dividends(LSD)have been pervasive for several years.In this paper,we adopt private offering(PO)as the setting to study LSD,and figure out:(1)firms are more likely to make LSD deliberately during the shares’ off-locking period of outside PO investors to cater for their need in share sales;(2)for those firms raising money through private placement,the subsample of firms issuing LSD are shown to have worse performance,more frequent connected-party transactions,more tunneled by other receivables,more aggressive earnings management and lower investment efficiency after PO,indicating that the governance role of outside PO investors is discounted and impeded by LSD.Our paper also provides empirical evidence for regulators’ tough attitude towards LSD in recent days and echoes the new security law’s appeal for cash dividends.