State ownership and market liberalization: Evidence from China's domestic M&A market

We study how state ownership affects the post-merger performance of Chinese acquirers, and find that state owned acquirers (SOEs) experience a significantly larger long-term performance improvement following mergers compared to their non-state-owned (NSOE) counterparts. When partitioning the sample period into acquisitions made prior to and following China's split-share reform of 2005, we find that the post-merger performance improvement of SOE acquirers is largely attributed to the post reform period in which controlling shareholders converted their non-tradable shares into tradable status. Our results are consistent with the interpretation that state intervention in the form of capital market liberalization and alleviation of governance problems, combined with political connections and privileged access to financing, may have a positive effect on M&A performance that outweighs the inefficiency cost of state ownership in China.     

Does consideration matter to China’s split share structure reform?

We investigate the share market response to China’s split share structure reform and find average negative daily return around the government announcement on 29 April 2005. However, there is a turnaround at individual companies’ decision to implement the reform where we find positive and significant average daily return, contingent on the type of consideration. We attribute this change in market sentiment to the company’s announcement that the reform will involve the payment of consideration to holders of tradable A‐shares. Our results also show that holders of tradable A‐shares earn significant abnormal daily returns when companies propose to pay in cash or warrants or combine any of these payment methods with bonus shares.     

Equity ownership segregation, shareholder preferences, and dividend policy in China

We investigate how listed Chinese firms pay different types of dividend to satisfy shareholders, different dividend preferences shaped by institutional factors such as share tradability and asymmetrical taxation. We find that the cash dividend level is significantly and positively related to the proportion of non-publicly tradable shares and this relation is mainly driven by legal person shareholders' preferences for cash dividends. In contrast, the stock dividend level is significantly and positively associated with the proportion of publicly tradable shares. These findings provide an empirical rationale for the current reform on the segregation of equity ownership rights in China.     

The effect of the split share structure reform on working capital management of Chinese companies

Before the introduction of the Split Share Structure Reform (SSSR) of 2005, a dual stock system characterized Chinese-listed firms. The states owned non-tradable shares and private owners held tradable shares. The dual system generated agency problems because state owners enjoyed all the rights reserved for tradable shares but escaped the stock market risk faced by non-state shareholders. Because executives of state-owned enterprises (SOEs) received rewards based on the book value of assets rather than the market price of shares, they had no incentive to maximize the share price. The SSSR led to the conversion of non-tradable shares to tradable shares, with two major implications: (1) the interests of government and private owners are now more closely aligned and (2) government agents of SOEs are now rewarded and punished based on a firm's market performance. Thus, the expectation is that government agents turn their attention to improving a firm's market performance rather than its book value during the post-reform era. We examine the impact of the SSSR on Chinese firms' investments in working capital. Based on 511 manufacturing firms between 2003 and 2011, we find that the SSSR is associated with significant reductions in working capital investments during the post-reform period. The reduced investment in working capital is associated with improved market performance of these firms.     

The real effect of partial privatization on corporate innovation: Evidence from China's split share structure reform

We examine the real effect of partial privatization on corporate innovation. To establish causality, we explore plausibly exogenous variation in the expectation of further partial privatization generated by China's split share structure reform, which mandatorily converts non-tradable shares into freely tradable shares and opens up the gate to the further privatization of state-owned enterprises. We find that partial privatization prospects have a positive effect on corporate innovation. A better alignment of the interests of government agents with those of private shareholders and improved stock price informativeness appear to be two plausible underlying mechanisms. Our paper sheds new light on the real effects of partial privatization.     

股权分置改革的盈余质量效应

股权分置改革后,股价直接决定了股东的财富,持有大量非流通股的控股股东有动机操纵盈余以最大化自身的利益。国有股权转让的限制,导致国有控股股东盈余操纵动机弱于其他股东。本文研究了股权分置改革对国有控股公司和非国有控股公司盈余质量的不同影响。研究结果表明,股权分置改革后,非国有上市公司向上盈余管理程度显著提高,盈余持续性显著降低;而国有上市公司的盈余管理程度和盈余持续性都没有显著变化。本文检验了股权分置改革的成效,研究结论可为投资者的投资行为提供决策支持。     

Privatization and non-tradable stock reform in China: The case of Valin Steel Tube & Wire Co., Ltd.

While China had been vigorously pursuing economic reform since the late 1980s, it wasn't until the 2005–2006 time period that non-tradable stock reform took place. The case of Hunan Valin Steel provides a rich look inside about the dynamics of the non-tradable share reform in China, and demonstrates the impact of good financial design helping the company to turn aside the financial distress, while minimizing costs to benefit the stockholders. Moreover, this case provides an illustration of the challenges posed by agency problems in China, with conflicted interests between tradable shareholders (public investors) on one hand and non-tradable shareholders (governments and state-owned enterprises) on the other. Not only does the split share structure result in conflicted interests and asymmetric information between managers and owners, but it also made it difficult to establish effective corporate governance.     

Does privatization reform alleviate ownership discrimination? Evidence from the Split-share structure reform in China

This paper investigates the institutional origins of ownership discrimination in bank lending through a staggered quasi-natural experiment: China's Split-share Structure Reform. State-Owned Enterprises (SOEs) have an advantage over non-SOEs in securing external financing to protect investment opportunities from cash flow fluctuations. This financing privilege declined significantly after the reform, which mandatorily converted SOEs' non-tradable state-owned shares into tradable shares, sharply increasing the likelihood of further privatization. Consistent evidence also exists in terms of bank lending behaviors. Further, we show both direct and indirect evidence that the effects were more pronounced among SOEs under higher threats of privatization (e.g., firms with larger increases in tradable shares, smaller workforce, and in industries peripheral to national strategy). The evidence suggests that banks proactively prefer SOEs for the perceived safety of loans under implicit government guarantee; when this privilege disappeared after the reform, banks reacted by allocating credits more fairly. This paper provides new evidence on the bright side of share structure reforms in mitigating credit misallocation and enlightens policy makers to practical resolutions to the financing inefficiency in emerging capital markets.     

股权分置改革中的机构合谋与内幕交易

本文考察了股权分置改革过程中机构投资者与非流通股股东之间的合谋问题以及合谋的可能途径——内幕交易。文章的基本发现有两个:第一,在控制了影响股改对价水平的主要因素之后,机构投资者对方案的赞成比例与股改对价水平之间存在显著的负相关关系,而全体流通股股东以及大个体流通股股东对方案的赞成比例与对价水平之间呈现显著的正相关关系;第二,机构投资者对方案的赞成比例越高,公司的内幕交易程度也越高,而其他流通股股东的表决意见与内幕交易程度之间没有显著关系。这意味着机构投资者与非流通股股东利用内幕交易进行了合谋,合谋的结果使得非流通股股东得以支付一个较低的对价水平,而机构投资者则通过内幕交易获得额外收益。     

Institutional investors and earnings management associated with controlling shareholders' promises: Evidence from the split share structure reform in China

We examine the effectiveness of institutional investors in constraining aggressive earnings management induced by strong contractual incentives. To this end we focus on the consequences of earnings-related promises (covenants) negotiated between corporate controlling shareholders and minority shareholders during China’s split-share structure reform, wherein failure to achieve profit benchmarks had the potential to transfer significant wealth from controlling to minority shareholders. Our initial analysis provides evidence that profit-promised firm-years are, on average, associated with income-increasing earnings management, and that this association is stronger for: (i) firm-years in which the profit-promise was satisfied, and (ii) firm-years in which proxies for the level of unmanaged earnings suggest that earnings management was needed to satisfy the promise. However, such benchmark-beating behavior is weaker for firms with higher levels of institutional ownership. Further analysis documents that the exit threat of institutional shareholders can discipline earnings management associated with profit promises. We also show that the effect of institutional shareholders in reducing earnings management associated with profit promises is greater for domestic mutual funds and for privately controlled firms. Interestingly, our evidence suggests that institutional investors only play an effective monitoring role over earnings management when their incentives are strongly aligned with those of other minority owners. In other cases, our evidence suggests that these investors may exacerbate the level of earnings management.     

股权分置改革中的若干疑难法律问题研究

在股权分置改革中，出现了诸多原来未曾碰到过的法律问题，同时，内部职工股、法人股个人化等历史遗留问题也重新浮出水面，亟待研究和解决。本文对股权分置改革中的非流通股股份权利瑕疵问题、内部职工股问题、法人股个人化问题、机构投资者参与表决的相关问题等六个疑难法律问题进行了研究和探讨，并提出了解决上述问题的对策和建议。     

The stock market reaction to the 2005 split share structure reform in China

During 2005–2006, the Chinese government implemented the split share structure reform, aimed at eliminating non-tradable shares (NTS), i.e. the shares typically held by the State or by politically connected institutional investors that were issued at the early stage of financial market development. Our analysis, based on the time series of risk factors and on the cross-section of abnormal returns, confirms that the split share structure reform was particularly beneficial for small stocks, stocks characterized by historically poor returns, stocks issued by companies with low transparency and weak governance, and for less liquid stocks. Historically neglected stocks also witnessed an increase in the volume of trading and market prices. We conclude that the reform laid down the conditions for important future changes in ownership, liquidity and corporate governance in China.     

Stock price reactions to earnings announcements: evidence from Chinese markets

We examine the stock price reactions to changes in earnings per share (EPS) in the Chinese stock markets. We find that domestic A-share investors do not correctly anticipate the changes in earnings and fail to adjust new earnngs information quickly, but international B-share investors can predict earnings changes better than A-share investors. As a result, abnormal returns (ARs) can be obtained by trading on the earnings information, but for A shares only. An explanation is that most A-share holders are individuals with short-term investment horizon while most B-share holders are large institutions that trade on more detailed and accurate financial information not immediately available to A-share holders.     

The Real and Accrual-based Earnings Management Behaviors: Evidence from the Split Share Structure Reform in China

This paper investigates the earnings management activities in Chinese listed firms and the impact of the split share structure reform (SSSREF). We demonstrate that Chinese listed firms exhibited a long-term positive relationship between real and accrual-based earnings management activities over the 2002–2011 period. This reflects the environment of weak investor protection and lack of effective corporate governance in China. Our results also indicate that the SSSREF in China has not fundamentally improved firms' quality of financial information. This may be because ownership concentration remains high. However, it is of interest that the reform has created an incentive alignment effect exogenously. We find that firms' use of discretionary accruals was constrained, and they have consequently shifted to less detectable and under-scrutinized real earnings activities after the reform. This shift is similar to that seen with the direct regulatory changes in accounting reporting rules on firms' earnings behaviors in developed countries where the investor protection environment is strong. We suggest that firms' shifting between the accrual and real-based earnings methods is an overlooked area for investors to consider in the emerging market context, and may require the attention of regulators.     

制度变革、盈余持续性与市场定价行为研究

本文将会计制度变迁、配股政策的变革和股权分置改革作为资本市场制度变革的典型代表引入Ohlson剩余收益模型,结合盈余持续性分析了其对市场定价行为的影响。研究发现:随着我国证券市场的发展,营业利润在市场定价中发挥着主导作用,线下项目的定价作用减弱;随着配股政策和会计制度等的改革,线下项目对配股权在市场定价中的作用下降;会计制度改革和股权分置改革增强了持续性盈余的定价作用。这说明,制度变革提高了市场效率。     

金融危机对公司现金股利政策的影响研究——基于股权结构的视角

论文分析了金融危机对上市公司现金股利政策的影响。研究发现,在金融危机期间,上市公司会降低现金股利支付水平,以应对未来的不确定性。但是,相比非流通股比率低的公司,非流通股比率高的公司在金融危机期间更有可能支付更多的现金股利,以满足非流通股股东对于现金的需求。研究还发现,如果公司在金融危机期间发放现金股利,则市场反应更积极,这说明公司通过股利政策向市场传递了积极的信号。但是,非流通股比率高的公司支付现金股利的市场反应要显著小于非流通股比率低的公司,这可能是市场担心非流通股股东利用现金股利侵害中小股东利益。本文研究结论为完善上市公司的现金股利政策和保护中小投资者利益提供了现实启示。     

Controlling Shareholders’ Incentive and Corporate Tax Avoidance: A Natural Experiment in China

The split share structure reform removes a significant market friction in China's capital market by allowing previously non‐tradable shares to be freely tradable at market prices. Such a reform reduces the agency conflict between controlling shareholders and minority shareholders as the former now care more about stock prices. We find that state‐owned firms, but not non‐state‐owned firms, significantly increased their tax avoidance activities after the reform. We attribute this differential effect to the dual role of the government as state‐owned firms’ controlling shareholder as well as the tax claimant. Further, this effect is more pronounced for state‐owned firms that are more likely to be influenced by the government prior to the reform. Finally, the reform reinforces a positive association between tax avoidance and firm value. Overall, our study suggests that when controlling shareholders are more concerned about stock prices, state‐owned firms engage more in tax avoidance activities to enhance firm value.     

State ownership and firm performance: Empirical evidence from Chinese listed companies

While the relationship between state ownership and firm performance has been widely researched, the empirical evidence has provided mixed results. This study applies panel data regression techniques to 10,639 firm-year observations of non-financial Chinese listed firms during 2003–2010 to examine the relationship between state ownership and firm performance. The results show that state ownership has a U-shaped relationship with firm performance. The Split Share Structure Reform in 2005–2006 played a positive role in enhancing the relationship between state ownership and firm profitability ratios. Although state ownership decreased significantly after 2006, it remains high in strategically important industry sectors such as the oil, natural gas and mining sector and the publishing, broadcasting and media sector. The findings reveal that a higher level of state ownership is superior to a dispersed ownership structure due to the benefits of government support and political connections. The Split Share Structure Reform made previously non-tradable shares legally tradable, improving corporate governance and reducing the negative effect of non-tradable state shares.     

对价和信息不对称在股权分置改革中对投票结果的影响

本文总结分析了中国股权分置改革中投票机制的特征,并研究了对价水平、信息不对称等影响投票结果的因素。研究发现,分组投票的机制和流通股股东的理性有效制约了占多数投票权的非流通股股东,并保障了对价方案总体处于双方认为合理的水平。数据显示,流通股的投票率只有33%,而非流通股的投票率将近其三倍;双方的支持率则比较接近,且都处于较高水平。结果表明,对价水平较低的提案能引起流通股较高的投票率;同时伴随着流通股较低的支持率和较高的反对率。此外,流通股股东和非流通股股东之间信息不对称程度的改善能有效增加具有信息劣势的流通股股东投票率,并促使股东双方在对价提案的意见上取得一致,从而得到较高的支持率和较低的反对率。     

Ownership,two-tier board structure,and the informativeness of earnings – Evidence from China

This study extends previous research by empirically examining how ownership, two-tier board structure, and auditor affect the informativeness of earnings for companies listed in China. We measure the informativeness of earnings by the earnings–returns relation, discretionary accruals, and audit opinion. The results show that ownership concentration, the presence of foreign shareholders, the percentage of tradable shares, the type of dominant shareholder, the supervisory board, and independent directors affect the earnings response coefficients and discretionary accruals. We also find that the type of dominant shareholder, the size of the supervisory board, and the percentage of independent directors have an impact on the frequency of modified audit opinions. Our research has implications for China’s regulators who are striving to improve accounting information, transparency, and corporate governance.