政府补贴是否间接助推了定增“盛宴”?

Are Government Subsidies Contributed to the “Feast” of Private Placement Indirectly?

定向增发中的高折价是大股东利益输送的重要手段,以往的相关研究文献主要关注企业微观因素对其产生的影响,而忽略了宏观因素。文章基于中国宏观制度环境,通过剖析定向增发的定价机制,从政府补贴这一新视角,揭示了其作用于定向增发折价率的经济逻辑,实证结果表明,政府补贴会引起定增高折价,但二者之间的关系因定增对象、产权性质的不同而有所差异,具体而言:(1)仅大股东认购时,政府补贴与定增折价之间的正相关关系会因大股东利益输送动机而强化,并且在国有企业中更为显著。(2)仅机构投资者的认购可减弱政府补贴与定增折价之间的正相关关系。(3)在机构投资者与大股东共同参与到定向增发中时,政府补贴与定增折价之间的正相关关系会因大股东与机构投资者之间的合谋行为而得到强化,并且在国有企业中更为显著。进一步分析发现,信息透明度的提升会弱化二者之间的正相关关系,就业补贴样本中的定增折价率更高;高定增折价公司关联交易总规模远高于低定增折价公司。文章的研究不仅为理解定向增发折价发行问题提供了新视角,还发现政府补贴可以作为大股东利益输送的间接手段,这对提高资本市场的定价效率以及加强监督政府补贴资金使用情况都具有重要启示和参考作用。

High discount rates of private placement are an important way to realize tunneling for large shareholders, which is a continuous attention from theorists and practitioners. Previous research focuses on fin- ancial factors, ownership structure and other micro level factors, ignoring the impacts of macro level factors. Based on the macro environment system of China, this paper examines how government subsidies affect the discount rates of private placement from a new perspective of government subsidies, through the analysis of the pricing mechanism of private placement. The empirical results show that high-level government subsidies lead to the high fixed discounts, but the relationship between government subsidies and private placement dis- counts varies with property right nature and objects who will buy the shares. The details are as follows： first, high-level government subsidies lead to high fixed discounts, because on the one hand, government subsidies help to release good news, making the secondary market prices higher, and on the other hand, they also help to bring down SEO prices by the agency costs that it has caused, but the former effect is higher than the latter. Second, the positive correlation between government subsidies and the discount rates of private placement is more significant in state-owned enterprises. On the one hand, compared with private enterprises, state-owned enterprises can release more good news （the support hand of the governments）, amplifying the positive effect of government subsidies, and the prices of the secondary market are more easily to be overvalued; on the other hand, the agency costs of state-owned enterprises are greater（ the governments＇ grabbing hand）, and the ef- fects of agency costs caused by government subsidies are magnified, thus the reduction in the SEO prices is greater; but the former effect is higher than the latter. Third, considering there are differences among the ob- jects of the private placement, this paper pursues research from the following three major cases, namely parti- cipation of only large shareholders, participation of only institutional investors, and participation of both large shareholders and institutional investors. The empirical results are as follows： （1）the positive correlation isreinforced by the motive of the interests of large shareholders when only large shareholders participate in private placement, and it is more prominent in state-owned enterprises because of stronger motivation（the con- solidation of the controlling rights o f large shareholders） and more convenient conditions （political connec- tions, government guarantee, and sustained government subsidies）to tunneling in state-owned enterprises; （2） the positive correlation is weakened when institutional investors buy the shares; （3）the positive correlation is reinforced when both large shareholders and institutional investors participate in private placement, which is a conspiracy. It is more prominent in state-owned enterprises because of greater private benefits （richer re- sources of state-owned enterprises）to large shareholders and institutional investors, and the probability of con- spiracy that comes to light is relatively low （the internal control is relatively weaker in state-owned enter- prises）. Further analysis finds that information transparency weakens the positive correlation, and the higher employment subsidies are, the higher discount rates are;total related transactions in companies with high placement discount rates are much more than the ones in companies with low placement discount rates, thus the effect mechanism of government subsidies on discount rates of private placement is further verified. This paper not only provides a new perspective for understanding the discounts of private placement issue, but also finds that government subsidies can be served as an indirect way of tunneling, which has important practical implications and policy reference to improve the capital market efficiency and strengthen the supervision of government subsidies.