股權私募與保薦制度：以中國為例

Chinese listed firms can raise funds through private placements after May 2006. Private placement has become an important financing alternative for firms. According to regulations, companies which apply private placements do not need to meet any profitability criteria. However, the sponsoring companies and representatives need to help companies apply private placements. Thus, the sponsor system is important to investors. Although some countries adopt the sponsor system, the system is different from that in China. Moreover, the legal system is relatively weak in China. The empirical results in other countries cannot apply to China directly. Therefore, it is important to investigate the impact of the sponsor system on private placements. The objective of this study is to investigate to what extent of private placement discount is affected by the reputation of sponsoring companies. Previous research indicates that Chinese listed companies manipulate earnings to affect the offer price before private placements. This study examines to what extent of earnings management is affected by the reputation of sponsoring companies. According to regulations, directors have responsibilities to monitor companies in private placements. Therefore, this study examines (1) how the interaction between independent directors’ expertise and reputation of the sponsoring companies, and (2) how the interaction between independent directors’ interlocking and reputation of the sponsor companies affect the extent of earnings management. The sponsoring companies should monitor the appropriateness of fund usage after private placements. Thus, this study investigates how the reputation of sponsoring companies affects the operating performance of firms after the private placement of equity. Empirical results indicate that reputation of sponsoring companies does not significantly affect the extent of discounts. The results also indicate that compared to firms hiring sponsoring companies with low reputation, the extent of earnings management for firms hiring sponsoring companies with high reputation is significantly lower. However, the interaction between independent directors’ expertise and sponsoring companies’ reputation does not affect the extent of earnings management before private placements. In addition, the interaction between independent directors’ interlocking and reputation of sponsoring companies does not affect the extent of earnings management. Finally, the reputation of sponsoring companies does not affect the operating performance of firms after the private placement of equity.