Improving the pricing mechanism of private placement is an important part of the capital market system construction. Based on the game relationship among the participants in private placements, this paper takes private placement events of Chinese GEM listed companies from 2012 to 2017 as the research object, and analyzes interest relationships, interest transfer behaviors, and influence mechanisms of venture capital and major shareholders in private placements. The results show that there is a conflict of interest between the venture capital and the major shareholders in the private placement for the major shareholders. VC can play the role of benefit balance and alleviate the interest transmission of the major shareholders by restraining the negative earnings management and market timing, which shows a lower discount rate. In the private placement for institutional investors, there is interest synergy between venture capital and major shareholders. Venture capital plays the role of benefit collusion by promoting the interest transfer of controlling shareholders by intensified positive earnings management and market timing, which also results in a lower discount rate. In addition, the stateowned background VC and the joint background VC play a more significant role in the private placements. Further research shows that before the implementation of the new policy of private placement implemented in February 2017, the role of venture capital and major shareholders in private placement was more significant. There are differences in the benefit balance and discount rate effects of venture capital and shareholders under different capital market heat and corporate organizational forms. This paper discusses the dynamically changing interest relationship between VC and major shareholders from a new perspective of the profitseeking effect of VC, and examines the impact of VC under different circumstances of policies, markets and companies, which enriches the theory of corporate governance and protection of minority shareholders’interests and expands the research boundary of private placement pricing influencing factors. This study not only provides some empirical evidence for a correct and rational view of the valueadded role of venture capital, but also provides policy implications for regulators to deepen the reform of private placement pricing mechanism and improve corporate governance performance.