CARE Conference Hong Kong Polytechnic University,June 9, 2014: Equity Financing for Early‐Stage Companies in China

Many of the smaller private‐sector Chinese companies in their entrepreneurial growth stage are now being funded by Chinese venture capital (VC) and private equity (PE) firms. In contrast to western VC markets, where institutional investors such as pension funds and endowments have been the main providers of capital, in China most capital for domestic funds has come from private business owners and high net worth individuals. As relatively new players in the market who are less accustomed to entrusting their capital to fund managers for a lengthy period of time, Chinese VCs and their investors have shown a shorter investment horizon and demanded a faster return of capital and profits. In an attempt to explain this behavior, Paul Gompers and Josh Lerner of Harvard Business School have offered a “grandstanding hypothesis” that focuses on the incentives of younger, less established VCs to push their portfolio companies out into the IPO market as early as they can—and thus possibly prematurely—to establish a track record and facilitate future fundraising. This explanation is supported by the under‐performance of Chinese VC‐backed IPOs that has been documented by the author's recent research. Although they continue to offer significant opportunities for global investors, China's VC and PE markets still face many challenges. The supervisory system and legal environment need further improvement, and Chinese funds need to find a way to attract more institutional investors—a goal that can and likely will be promoted through government inducements.     

GOLBALIZATION, CORPORATE FINANCE, AND THE COST OF CAPITAL

International financial markets are progressively becoming one huge, integrated, global capital market—a development that is contributing to higher stock prices in developed as well as developing economies. For companies that are large and visible enough to attract global investors, having a global shareholder base means having a lower cost of capital and hence a greater equity value for two main reasons: First, because the risks of equity are shared among more investors with different portfolio exposures and hence a different “appetite” for bearing certain risks, equity market risk premiums should fall for all companies in countries with access to global markets. Although the largest reductions in cost of capital resulting from globalization will be experienced by companies in liberalizing economies that are gaining access to the global markets for the first time, risk premiums can also be expected to fall for firms in long-integrated markets as well. Second, when firms in countries with less-developed capital markets raise capital in the public markets of countries (like the U.S.) with highly developed markets, they get more than lower-cost capital; they also import at least aspects of the corporate governance systems that prevail in those markets. For companies accustomed to less-developed markets, raising capital overseas is likely to mean that more sophisticated investors, armed with more advanced technologies, will participate in monitoring their performance and management. And, in a virtuous cycle, more effective monitoring increases investor confidence in the future performance of those companies and so improves the terms on which they raise capital. Besides reducing market risk premiums and improving corporate governance, globalization also affects the systematic risk, or “beta,” of individual companies. In global markets, the beta of a firm's equity depends on how the stock contributes to the volatility not of the home market portfolio, but of the world market portfolio. For companies with access to global capital markets whose profitability is tied more closely to the local than to the global economy, use of the traditional Capital Asset Pricing Model (CAPM) will overstate the cost of capital because risks that are not diversifiable within a national economy can be diversified by holding a global portfolio. Thus, to reflect the new reality of a globally determined cost of capital, all companies with access to global markets should consider using a global CAPM that views a company as part of the global portfolio of stocks. In making this argument, the article reviews the growing body of academic studies that provide evidence of the predictive power of the global CAPM as well as the reduction in world risk premiums.     

Accounting-based regulation in emerging markets: The case of China's seasoned-equity offerings

In China, listed companies are required to achieve a minimum return on equity (ROE) before they can apply for permission to issue additional shares through seasoned-equity offerings (SEO). We document two benefits of this accounting-based regulation in China. First, this regulation limits the increase in the supply of shares and the dilution of existing share prices. The Chinese stock market reacted positively to the announcement of this accounting-based regulation. Moreover, investors' reactions to SEO, announcements are less negative since the accounting-based regulation was introduced than before the regulation was enacted. The second benefit is that the regulation reduces adverse selection in SEO, as shown by the finding that prior to this regulation, firms below the ROE threshold underperformed the market after their SEO, much like what has been observed in other markets; while those above the threshold outperformed the market. Thus, although positive accounting theory predicts that regulations based on accounting numbers create incentives for managers to manipulate their accounting numbers, accounting-based regulations in China seem to serve some useful purposes.     

企业集团特征与成员企业价值

作为外部市场机制的一种替代形式,企业集团在发展中国家广泛存在。一方面,企业集团通过建立内部市场降低成员企业(Group-affiliated Com- panies)之间的交易成本,能够提高企业的价值;另一方面,企业集团内部控股股东与其他股东之间的代理问题相对于独立经营的公司更加严重,对其成员企业价值存在负面影响。本文以我国A股上市公司中的集团成员企业为样本,采用实证的方法研究了集团化经营方式对其成员企业价值的影响。结果表明:集团成员企业的经营效率和市场价值总体上均显著优于其所在行业的中值;同时,集团内上市公司数量的增多、集团层面的多元化经营都会显著提高成员企业的市场价值;但是,政府作为集团最终控股人或者控股股东持股比例过高时,集团产生的代理问题对成员公司价值存在显著的负面影响。     

Competitive forces and the importance of management control systems in emerging-economy firms: The moderating effect of international market orientation

Using survey and archival data from exchange-listed Chinese firms, we investigate the relationship between competitive forces (i.e., the threat of foreign entrants and buyers’ bargaining power) and the importance that the firms place on their management control systems (MCS), and whether the firms’ international market orientation moderates this relationship. We examine five MCS practices—formal procedures, strategic planning, budget targets, approval procedures, and participative budgeting—both as a package and separately. We predict and find a positive association between the threat of foreign entrants and the importance that the firms place on their MCS, but this association is larger for firms competing predominantly in the domestic market than for those competing predominantly in international markets. Further, we predict and find that the association between buyers’ bargaining power and the importance that the firms place on their MCS is larger for firms competing predominantly in international markets than for those competing in domestic markets. We probe deeper into our empirical findings using qualitative data collected from post hoc interviews with managers of Chinese firms and those of international firms operating in China. We discuss the implications of our findings and provide some directions for future research.     

The great transition

As China's economy grows and opens further, the opportunity it presents to multinationals is changing. Foreign companies are moving to country development and new strategic choices. Now, foreign firms can actually go after the Chinese domestic market, and it's worth going after. Improvements in China's infrastructure, workforce, and regulatory environment are making it possible for companies to lower their costs to reap new competitive advantages. Multifaceted and often-shifting risks accompany this shifting opportunity. The reforms required for admission into the WTO will be politically difficult for China to implement, and its progress will be slowed by the scarcity of resources for the country's shaky banking system, the inadequacy of the social safety net, environmental problems, and local governments' cash shortage. China's breathtaking 9% average annual GDP growth rests on an unsteady foundation of overcapitalized state-owned enterprises, which have oversupplied many markets, and fiercely protectionist regional government officials pursuing growth-at-almost-all-costs policies. Frequent changes in regulations, bureaucracies, and reporting relationships will continue to make planning difficult, and, as the SARS epidemic demonstrated, there is always the potential for serious disruptions. But for at least the next ten years, multinationals should be the biggest winners in China. To reap the benefits, a multinational must properly nest its effort into its overall organization, show "one face to China" at the national level but also tailor local strategies, be wary of joint ventures, and mitigate risk, in particular the theft of intellectual property. China is a major opportunity for companies that forthrightly face its complexities. It will remain largely inscrutable--and unprofitable--for the rest.     

重大资产重组核准制效果研究北大核心

2014年,证监会对《上市公司重大资产重组管理办法》进行了第二次修订,修订前上市公司所有的重大资产重组都需要得到证监会核准,而修订后现金支付的重大资产重组不再需要证监会核准。本文以此次修订作为准自然实验,选取2007—2018年中国A股上市公司作为收购方参与的重大资产重组事件为研究样本,研究原本需要核准但因政策放松不再需要核准的重大资产重组事件的绩效变化。研究发现,相较于对照组,放松核准后的重大资产重组虽然数量显著提高,但绩效有所降低并具有异质性:放松核准后重组绩效下降的情况在收购方第二类代理问题较严重和成长性较低的重组事件中更加显著,而对于成长性较高的企业,放松核准却会提高其重组绩效。进一步研究表明,放松核准后,收购方进行跨省和跨国重组的可能性增大,但这两种重组的绩效降低;放松核准还增加了重组后商誉减值的可能性。本文结论表明,放松核准可以有效地激发市场活力,但依然存在相关因素影响市场化改革。     

中国A股市场存在品质溢价吗?

本文从价值投资的核心理念出发,基于盈利性、成长性、安全性、分红能力四个维度构建复合品质指标,并通过分析品质溢价在中国A股市场中的存在性来探讨价值投资的可行性和有效性。实证结果表明:(1)中国A股市场上存在显著为正的品质溢价,且品质溢价在控制其他相关变量后依然稳健存在;(2)高品质股票具有大市值、高成长特征,且品质溢价在大市值、高盈利的分组中更加显著;(3)品质溢价在不同时期下均能稳定存在;(4)中国A股市场上的品质溢价并非源于高风险承担,相反,由正向反馈偏好、博彩偏好、套利限制引起的错误定价有助于解释品质溢价。本文结论佐证了价值投资策略在中国A股市场的可行性和有效性,为培育良好投资理念、抑制过度投机、促进中国股市合理健康发展等提供了经验证据。     

Determinants of the guarantee circles: The case of Chinese listed firms

China's external capital market has been developing rapidly since the establishment of its stock markets. However, financing from the internal capital market, especially through the guarantee system provided by other associated firms (the guarantee circle), remains significant for some Chinese firms. We analyze the importance associated with the guarantee system in China with a focus on the macro and micro determinants that affect Chinese firms' participation in the guarantee circle. Our findings suggest that both macroeconomic and microeconomic factors have significant impact on a firm's involvement in the guarantee circle. Firms in regions with higher economic growth, less developed banking system and worse legal protection are more likely to receive guarantee from firms associated with the controlling shareholders. On the other hand, firms controlled by the state are less likely to receive guarantee but more likely to provide guarantee, while firms with alternative financing sources are more likely to provide guarantee. Firms within a complex group with more pyramidal layers are more likely to get involved in the guarantee circle, either as a guarantor or a guarantee. Our findings have implications to general guarantee systems with the presence of agency and moral hazard problems.     

劳动杠杆的定价效力:来自中国A股市场的证据

本文选取中国沪深A股2002年至2018年的季度数据,从公司层面考察了劳动杠杆(由劳动力成本粘性特征导致的企业利润变化率大于产出变化率的经济现象,可理解为不考虑固定成本时经营杠杆的特殊表现形式)对股票截面收益率的定价效力。结果发现:(1)劳动杠杆对截面收益率具有显著负向影响,具体表现为高劳动杠杆公司的收益率低于低劳动杠杆公司的收益率;(2)该影响在控制了公司特征后依然显著存在;(3)该影响在不同经济周期下表现不同:在经济下行期,负向定价效力更为明显。进一步地,本文通过生产率冲击和工资冲击这两个风险来源探究了劳动杠杆的作用机制。结果表明,劳动杠杆一方面通过生产率冲击产生显著正向影响,另一方面通过工资冲击产生显著负向影响。但后者的影响程度显著强于前者,两者的相对重要性取决于上市公司的技术水平。相关结果能够为公司应对劳动力成本上升、理解劳动杠杆的定价机制及相关投资策略的制定和风险管理等提供经验支持。     

风险投资声誉和股价“传染”效应——来自中国上市公司立案公告的证据

本文以我国2007-2015年证监会立案调查事件为样本,研究当风险投资支持的上市公司涉嫌违规,同一风险投资所支持的其他上市公司(即关联公司)的股价是否会被“传染”。实证结果表明,有风投背景的上市公司在立案公告日有显著的负面市场反应(约-8%),并且这种负面反应会通过共同的风险投资链条“传染”给关联公司(约-1.2%)。我们还发现,风险投资机构的声誉越高,风险投资对涉嫌违规企业参与度越高,则立案调查事件对风险投资的声誉损害越严重,市场对关联上市公司的惩罚也越严重。     

无锡新区:跨国公司业务代表谈如何面对WTO

不久前,在无锡新区国际咨询顾问委员会召开的第三届年会上,不少委员(这些委员大都是已在无锡新区投资的跨国公司亚太区或中国区的高级行政管理人员和长期以来始终关注无锡新区发展的国外跨国公司和投资咨询机构的高级管理人员等)就中国加入WTO与无锡新区跨世纪发展等重大问题进行了广泛、深入地讨论与论证。这些意见可供有关部门参考。本刊择其部分发言摘要刊发于后,以飨读者。     

遭遇反倾销与多产品企业的出口行为——来自中国制造业的证据

近年来中国出口企业遭遇的反倾销调查越发严重,基于此,本文将反倾销纳入多产品出口企业的分析框架,采用倍差法全面考察了遭遇反倾销对中国多产品企业出口及生产率的影响,主要得到以下结论:遭遇反倾销显著减少了多产品企业的出口数量和出口产品种类,提高了多产品企业的出口价格、出口产品集中度和出口市场多元化,且该效应受到企业全球价值链上游嵌入度、下游嵌入度以及地位指数的制约;异质性分析表明,民营企业会通过集中核心优势出口核心产品、放弃边缘产品出口的方式来应对国外的反倾销诉讼,而遭遇反倾销对国有企业的影响较小。在贸易方式方面,遭遇反倾销对企业出口的消极影响会随着加工贸易比例的提高而增强。最后,通过构造企业层面的产品竞争力指数,我们发现尽管遭遇反倾销总体上不利于企业的出口增长,但也可在一定程度上促进企业出口产品组合向其更具竞争优势的核心产品转变,从而加速多产品企业内部出口产品间的优胜劣汰。     

Entering China: an unconventional approach

Conventional wisdom has it that the best way to do business in China is through an equity joint venture (EJV) with a well-connected Chinese partner. But pioneering companies are starting a trend toward a new way to enter that market: as a wholly foreign-owned enterprise, or WFOE. Increasingly, says the author, joint ventures do not offer foreign companies what they need to succeed in China. For example, many companies want to do business nationally, but the prospects for finding a Chinese partner with national scope are poor. Moreover, there are often conflicting perceptions between partners about how to operate an EJV: Chinese companies, for example, typically have a more immediate interest in profits than foreign investors do. By contrast, the author asserts, WFOEs are faster to set up and easier to manage; and they allow managers to expand operations more rapidly. That makes them the perfect solution, right? The answer is a qualified yes. First, foreign companies will still need sources of guanxi, or social and political connections. Second, managers must take steps to avoid trampling on China's cultural or economic sovereignty. Third and perhaps most important, foreign companies must be prepared to bring something of value to China-usually in the form of jobs or new technology that can help the country develop. Companies willing to make the effort, says the author, can reap the rewards of China's burgeoning marketplace.     

2000年的企业战略经营战略的新潮流及其对中国企业家的意义

<正> 企业的经营战略随着时代的变迁发生了很大的变化。 20世纪60～70年代,企业内部的业务组合管理占主流。随着多元化的发展,形成了综合性的企业集团,如何实现不同业务之间最适当的资源分配成了一个很大的课题。波士顿顾问公司的产品组合矩阵也是在这个时期开发出来的。     

THE DETERMINANTS OF SELECTIVE EXCHANGE RISK MANAGEMENT–EVIDENCE FROM GERMAN NON-FINANCIAL CORPORATIONS

Survey studies of both corporate exchange risk management and the corporate use of derivatives in general have shown considerable variation in managerial practices. Some firms do not hedge open positions at all, and some hedge their exposures completely. Most companies, however, hedge only those positions on which they expect a currency loss, while leaving open positions on which they expect a currency gain—a practice known as “selective hedging.” Finally, there is a small minority of firms that engage in outright speculation, deliberately creating risk exposures in addition to those arising from their normal business operations. Such findings are consistent with survey studies that suggest that a majority of corporate financial managers appear to believe that they are able to “beat the market”—a belief that, of course, is inconsistent with efficient markets theory. So why do some companies follow selective risk management strategies while other firms hedge open positions without recourse to exchange rate forecasts? In an attempt to answer this question, the author surveyed 74 German non‐financial companies about their exchange risk management practices. He found that highly levered firms were less likely to take bets in the currency markets, while bank‐controlled firms were more likely to use a selective risk management strategy. There was a negative relationship between profitability and the use of selective hedging—a finding that could be interpreted as suggesting that selective hedging does not generally benefit the firm's shareholders. Finally, there was a weak tendency for larger firms to be more inclined to use forecasts in their foreign exchange risk management.     

Corporate governance and operating performance of Chinese listed firms

In this paper, we investigate the impact of corporate governance on firm performance and valuation in China. Our study introduces a composite measure of corporate governance to measure the association between corporate governance and Chinese firms’ performance and valuation. Because agency theory suggests that companies with better corporate governance standards perform better, we propose that better governed Chinese firms would have greater performance and higher valuation. We find that our composite measure of corporate governance is positively and significantly associated with firm performance and valuation. These findings have implications for policy makers, researchers, managers, and investors in general and those in emerging markets in particular.     

Corporate Disclosure in Relation to Combating Corporate Bribery: A Case Study of Two Chinese Telecommunications Companies

This paper investigates the association between global community concerns about bribery activities and anti‐bribery disclosure practices by two Chinese telecommunication companies operating internationally, namely China Mobile and ZTE. Based on content analysis of annual reports and global news media articles over a period of 16 years from 1995–2010, the findings suggest that the changes in the level of disclosures by the two major Chinese telecommunications companies were closely associated with the level of international concerns over bribery practices within the Chinese telecommunications industry. This finding indicates that the companies adopt anti‐bribery disclosure practices in order to minimise the gap of trust (social capital) between companies themselves and global stakeholders. In this paper we argue that, for domestic companies in China, culturally constructed social capital, such as guanxi, creates a level of trust between managers and their stakeholders, which obviates the need for managers to disclose anti‐bribery performance information. However, for companies operating internationally, as social capital is inadequate to bridge the gap of trust between managers and global stakeholders, managers use disclosures of anti‐bribery performance information as a way to minimise such a gap.     

中国境外上市企业私有化退市问题研究

近期,出于对股价低迷、支付费用高,或长远战略调整、转换场地上市等因素的考虑,中国海外概念股开始集体主动回归,阿里巴巴、盛大、小肥羊实施私有化退市。然而,中国境外上市企业私有化退市面临着代价过高、程序繁杂、回归A股困难以及潜在诉讼等风险。因此,我国应结合本国实际,适时推出国际板,完善主板、创业板双向退市制度,推行国有上市企业私有化,引导企业理性上市融资和私有化退市,确保投资者与经营者之间合理分配报酬,实现全员共同富裕。     

Corporate Governance and Investor Reaction to Reported Earnings: An Exploratory Study of Listed Chinese Companies

This study explores the determinants of listed Chinese companies’ governance practices. It also examines how these companies’ governance practices affect domestic investors’ reaction to their earnings reports. Using publicly disclosed financial information and data directly collected from 148 domestically listed Chinese companies, the findings are consistent with investors in these companies basing their valuation decisions, at least in part, on these companies’ earnings reports. This is indicated by the significant relationship between “unexpected” earnings and cumulative abnormal returns. However, the hypothesized effects of governance practice/choice are, on the whole, not supported. There also is no systematic relation between governance choice and ownership structure. We interpret these findings to imply that in the Chinese securities market, the institutional factors and infrastructure (e.g., legal liability, information intermediation, market for managers, and takeovers) are not yet sufficiently developed to permit individual domestic investors to exert significant influence via their actions in the capital markets.