Split-share reform and earnings management: Evidence from China

This paper investigates the impact of split-share structure reform on earnings management in China. A unique institutional feature of China was the co-existence of two types of share that endowed all shareholders with equal voting and cash flow rights but different tradability. This split-share structure significantly constrained the tradability of shares that led the Chinese Securities Regulatory Commission to make it mandatory for the conversion of non-tradable shares into tradable shares from 2006 onwards. We investigate whether such a conversion has any effect on information quality through reduced earnings manipulation. We specifically examine the incentives for earnings management during the reform-transition period. A unique feature of the split-share reform has been the requirement for non-tradable share holders to compensate the tradable share holders. We argue that the rational response from the non-tradable share holders would be to pay a lower consideration to tradable share holders by portraying a favorable picture through income-increasing earnings management. We also test for the effect of an increase in tradable shares on earnings management during the reform-transition and post-reform period.     

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。     

Split Share Structure Reform,corporate governance,and the foreign share discount puzzle in China

We examine the impact of the Split Share Structure Reform on the well-known foreign share discount puzzle in China. Existing literature confirms that foreign investors are more concerned about insider expropriation because of their information disadvantage relative to domestic investors. The split share structure of the ownership of Chinese listed firms created a conflict of interests between state and private shareholders. Since, before the reform, state shareholders held restricted shares that denied them any wealth effect from share price movements, they had a limited incentive to work with private shareholders to ensure that managers maximized the stock market value of the firm. By abolishing the trading restrictions for state shareholders, this reform has increased the incentive alignment between state and private shareholders, encouraging them to monitor managers. If foreign investors’ concerns over the corporate governance implications of the split share structure at least partly contributed to their discounting of Chinese listed firms, then this discount should be reduced following the reform. Indeed, our evidence confirms this prediction, especially among Chinese listed firms with more state ownership or restricted shares. Our findings imply that this significant institutional reform of the Chinese stock market has benefitted minority investors.     

上市公司中小投资者权益保护制度绩效的实证检验

我国上市公司终极控股股东利用对上市公司的控制权,普遍通过非公平关联交易、违规信息披露、市场操纵等方式获取控制权私人收益,非法侵害中小投资者的合法权益。从上市公司股权结构等角度,通过逻辑回归分析,分别对股权分置改革时期、后股权分置时期中国上市公司中小投资者权益保护制度的绩效进行实证检验,这为制定保护中小投资者权益的政策提供了实证依据。     

The impact of state ownership on share price informativeness: The case of the Split Share Structure Reform in China

This study examines the impact of state ownership on share price informativeness using the unique setting of the Split Share Structure Reform in China. This reform abolishes the trading restriction on shares held mainly by state shareholders. In doing so, it renders state shareholders' wealth more sensitive to share price movements and decreases their conflict of interests with private shareholders. This change is expected to strengthen the corporate governance incentives of state shareholders and reduce the information asymmetry in Chinese listed firms. This prediction is confirmed through empirical evidence of increased share price informativeness among firms that are more sensitive to the impact of this reform, i.e. those with more state ownership or restricted shares. These findings imply that this reform benefits the information environment and minority shareholders in the Chinese stock market.     

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.     

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。     

股权分置改革与流动性定价问题研究

在中国经济体制改革已取得重大成效的今天,股权分置问题成为众多经济问题的根源和制约改革进一步深化的障碍,如何在维护股东利益和保持市场稳定的基础上审慎地解决股权分置问题成为了中国面临的巨大的智慧考验。我们认为,对流动性的分析与定价是中国资本市场股权分置改革的核心问题,其意义远大于其表面上的非流通股参与流通,同时也体现在促进金融创新和估值体系重建两个方面。本文不揣浅陋,着眼于流动性的理论依据,试图探讨如何利用衍生金融工具给股票流动性定价,以此来解决对价给付问题。     

后股权分置时代上市公司监管对策研究

进入后股权分置时代，资本市场利益机制、运行规则和市场环境等方面的变革将对上市公司价值取向和行为模式产生深刻影响，从而给监管工作带来许多新的挑战。本文以全流通下上市公司及相关主体的行为变化为主线，对上市公司中小股东权益保护、大股东、高管人员以及信息披露、融资、并购等方面出现的新情况、新问题进行了分析研究，并结合监管实践提出相应的对策建议。     

The effects of trading rights and ownership structures on the informativeness of accounting earnings: Evidence from China’ split share structure reform

This paper examines how the removal of trading restrictions and ownership structures affect earnings informativeness by investigating the changes in the earnings-return relation around China’s split share structure reform. I find the reform has a negative impact on the relationship between controlling shareholders’ ownership and earnings informativeness, which is consistent with the idea that the removal of trading restrictions gives controlling shareholders incentives to influence the stock price through managing earnings. I also find that earnings informativeness decreases with the reduction in controlling shareholders’ ownership. This dilution effect is more significant for firms with non-state controlling shareholders or with controlling shareholders that are not monitored by other large shareholders. The results are consistent with the notion that controlling shareholders provide less informative earnings in response to the dilution of their ownership to avoid the constraints arising from the increased monitoring by outside investors.     

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.     

Impact of the Share Structure Reform on the Role of Operating Related Party Transactions in China

Prior literature suggests that related party transactions may have a potentially detrimental effect on firm valuation because it undermines the corporate governance benefits a firm offers to minority shareholders. The share structure reform provides a unique opportunity to study to what extent the negative valuation effect of related party transactions interacts with corporate governance. Our empirical analysis confirms that related party transactions are detrimental to firm valuation. More importantly, we show that the negative effect of operating related party transactions on firm valuation declined after the share structure reform, partly due to the fact that the quality of corporate governance improved after the reform.     

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.     

股权分置改革协商机制若干重大问题探讨

本文通过对股份转让权和流通权的界别，提出流通权并非产生于股权分置改革协商机制，而是由证券交易所赋予。股权分置改革协商机制的本质是对价安排的市场化定价机制而非赋权机制。在对协商机制是解决股东之间利益平衡的分析基础上，明确其协商形式应为相关股东会议而非股东大会，但在协商涉及公司事务的股权分置改革方案时，应当通过相关股东会议和股东大会“两会合一”方式解决。     

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。     

我国金字塔型控股结构下的大股东利益侵害行为研究

我国上市公司普遍存在"大股东"现象。大股东通过金字塔型的控股结构获得超额控制权,并"挖空"上市公司的资源,损害了广大中小股东的利益。本文在考虑我国上市公司金字塔型控股结构的基础上,构建大股东利益侵害行为模型,系统探讨了影响利益侵害行为的因素,并提出了制约大股东"隧道挖空"行为的对策。     

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.     

Corporate social responsibility versus corporate shareholder responsibility: A family firm perspective

Recent literature suggests that some socially responsible corporate actions benefit shareholders while others do not. We study differences in policy toward corporate social responsibility (CSR) between family and non-family firms, using environmental performance as the proxy for CSR. We show that family firms are more responsible to shareholders than non-family firms in making environmental investments. When shareholder interests and societal interests coincide, i.e., when it comes to alleviating environmental concerns that have potential to harm society and elevate the firm's risk exposure, family firms do at least as well as non-family firms in protecting shareholder interests. However, when shareholder and societal interests diverge, i.e., when it comes to making environmental investments that might benefit society but do not benefit shareholders, family firms protect shareholder interests by undertaking a significantly lower level of such investments than non-family firms. Our findings suggest that lack of diversification by controlling families creates strong incentives for them to act in the financial interest of all shareholders, which more than overcomes any noneconomic benefits families may derive from engaging in social causes that do not benefit non-controlling shareholders.     

我国上市公司控股股东利益侵占行为研究：一个委托代理模型

我国上市公司控股股东侵占上市公司以及中小股东利益的行为屡见不鲜。其主要途径包括：虚假招股说明书、关联交易、股利政策、定向增发以及利润操纵。上市公司中小股东与控股股东间存在着委托代理关系。控股股东的利益侵占行为不仅降低了上市公司的期望收益,还降低了控股股东自身的努力程度以及所享有的收益份额。通过推进上市公司股权分散化、完善上市公司信息披露制度、推进＂以股抵债＂等金融创新,可以纠正上市公司控股股东侵占中小股东利益行为。     

THE IMPACT OF TARGETED SHARE REPURCHASES ON THE WEALTH OF NON-PARTICIPATING SHAREHOLDERS

This paper examines empirically whether management is acting in the best interests of non-participating shareholders when it engages in a targeted share repurchase. Over the full purchase-to-repurchase period, non-participating shareholders earn significantly positive abnormal returns, providing additional evidence that shareholders benefit from the initial investment that leads to the share repurchase. On the repurchase date, however, shareholders experience a significant decrease in their wealth position that cannot be attributed solely to a wealth transfer from the non-participating to the participating shareholders. Consequently, one cannot generalize about management's intentions for a targeted share repurchase.