大股东操纵资产评估价格了吗?——来自股改后资产注入的经验证据

Do Controlling Shareholders Manipulate the Asset Appraisal Price?

本文以股权分置改革后843家具有资产注入行为的上市公司为样本,从资产评估结果公告的市场反应及其影响因素两个角度考察大股东是否操纵了所注入资产的评估价格。结果发现,所注入资产评估增值率越高,公告日市场反应越差。同时,对于采用成本法进行资产评估的公司,则市场反应更好。并且,投资者更加相信大股东持股比例较高、使用成本法评估的公司的资产评估结果。此外,大股东绝对控股的公司,所注入资产的评估增值率较低;当资产评估公司为"五大"时,资产的评估增值率较低。本文的结果表明,大股东在资产注入中有动机和能力操纵资产评估价格,而培育较大规模资产评估机构、提高评估公司的独立性,有助于减缓资产注入中的大股东操纵评估价格行为。

At the end of 2006, China had almost completed the split share structure reform（SSSR） ,which has been regard as the most important reform in Chinese stock market. Afterwards, large shareholders＇ non-tradable share becomes tradable, which have important influence on the behaviors of controlling shareholders. While controlling shareholders often use asset transaction expropriate the interests of minority shareholders before SSSR, asset injection becomes popular in stock market after SSSR and it is highly favored by investors. However, after SSSR, controlling shareholder may still use asset injection to expropriate minority shareholders and whether asset injection is good or bad for investors is depend on the appraisal price of injected assets. In recent years, the phenomenon that controlling shareholders tunnel the listed firms by the way of asset-injecting and manipulating asset appraisal price has been doubted and noticed in Chinese stock market, but there is still few empirical evidence on it. Using 843 asset injecting samples after SSSR, this paper study whether controlling shareholders manipulate ap- praisal price in asset transactions through investigating the market reaction and the determinants of the asset apprais- al results. Our main findings are as follows. First, the stock market reaction is better when the abnormal appreciation rate is higher and when the cost approach is used in asset appraisal, suggesting that investors react more positively to asset injection with cheaper transaction price and with more conservative appraisal method. Second, the negative re- lationship between the abnormal appreciation rate and stock reaction is insignificant in asset tractions with cost ap- proach but is significant in other tractions, suggesting that investors believe more of appraisal results of cost ap- proach. And the negative relationship between the abnormal appreciation rate and stock reaction is insignificant in firm with controlling shareholders hold more than 50 percent share after asset transactions, suggesting that investors believe more about the asset appraisal results of firms with higher shares hold by controlling shareholders. Third, in firms with controlling shareholders holding the majority of shares and in asset injecting that appraised by ＂big five＂ asset appraisal companies, the appreciation rate is lower. However, other blockholders and institutional investors have no significant influence on the appraisal price. These results further suggest that the asset appraisal price is ma- nipulated by controlling shareholder in asset injecting and other big shareholders fail to play the role of check and balance in asset transactions. After the reform, asset injection have been common behaviors of controlling shareholder and whether the trans- action price in asset injection is fair and just is crucial to investors＇ interest. Therefore,in the post-SSSR era, to the regulators ,how to prevent controlling shareholders from manipulating appraisal price of asset injection is the key point of supervising the behaviors of controlling shareholders. According to the empirical findings in this paper, we argue that we should enhance the independence of asset appraisal companies. The specific suggestions are as follows. First, we should accelerate the development of asset appraisal industry and improve market concentration of asset appraisal industry, making the reputation mechanism to play its role effectively and then improve their profes- sional independence. Second, the regulators can further increase the supervision power of the asset appraisal industry and increase the legal liability of appraisal companies, making the appraisal companies must to maintain independ- ence. We believe these suggestions is timely for the ongoing ＂asset assessment law＂. Besides, our findings also have important implications to the literature of behaviors of controlling shareholders. One important conclusion of this pa- per is that the alignment effect of controlling shareholder has become dominant after SSSR, and the behaviors of con- trolling shareholder and the relationship between ownership structure and behaviors of controlling shareholders have changed. Therefore, after SSSR, the impression on the behaviors of controlling shareholder needs updating and how to supervise controlling shareholders still waits for exploring from further study.