保荐代表人“尽责”了吗?——基于上市前盈余管理与上市后持续督导的实证分析

Do the Sponsoring Representative Fulfill Their Responsibility?An Empirical Study Based on the Dual-Sponsor System

保荐代表人在我国现有的保荐制度中起着至关重要的作用。经过近十年的实践,新股发行市场在取得丰硕成果的同时亦出现了业绩变脸及募集资金投向频繁变更等问题,这使得保荐代表人成为了各方关注的焦点,现有双重保荐制的有效性也因此受到质疑。针对这一问题,本文从保荐代表人"尽责"这一视角出发,于上市前对盈余管理的影响及上市后持续督导期间市场认同这两个层面分别进行了探讨。基于中小板和创业板的数据,我们发现:一级市场中保荐代表人能够对拟上市企业的盈余管理行为产生正面影响,二级市场投资者亦较为认可保荐代表人在持续督导期间发挥的积极作用。在此基础上,我们对"双保制"进行了解构与反思,认为各市场主体之间的利益冲突削弱了这一制度的有效性,并提出了明确各方权责、转变审核理念等政策建议。

Since the Sponsor System introduced in China IPO market in 2004, the declined performance after IPOs and financial fraud have gone up again and again. And the validity and rationality of this system is becoming more and more questioned by the people. This is the first paper discussing the effectiveness of China’s dual sponsor system through the angle of sponsoring representatives. Based on the IPO data from the SME board and the GEM, the study found that the role of the sponsoring representative has recognized by the market, and thus the microscopic transmission mechanism which the Sponsor System affects the IPO market has validity. The market itself does not distort the role of sponsoring representatives. The further study also found that our sponsor system itself is effective. However, the conflict of interests between participating subjects distorts the effectiveness of this system during operation. Finally, this paper has reflected the problems of double Sponsor System on China and put forward relevant policy recommendations.