上市公司终极控制权特征对定增标的资产估值的影响

Influence of Ultimate Control Characteristics on the Assets Valuation of Fixed Value Acquisition

标的资产“高溢价”导致上市公司业绩下滑、资产承诺业绩未达标事件激增,其中尤以定增并购标的资产与上市公司终极控制人关联交易最为突出。本文以我国沪深A股2007-2018年对终极控制人及其关联方实施过定向增发资产注入的上市公司为样本,分析终极控制权特征对标的资产估值的影响。结果表明:终极控制人的控制权与定增标的资产评估增值率呈“U”型关系,现金流权与定增标的资产的资产评估增值率负相关,两权分离度、控制权复杂度、定增前后终极控制人控制权的分离程度与定增标的资产评估增值率正相关;终极控制人在董事会占据席位的比例越大,经理人由终极控制人任命或担任的,定增标的资产评估增值率更高;民营性质的相较于国有性质的终极控制人,定增标的资产评估增值率更高,反映了机会主义行为动机下终极控制人的控制权地位显著影响定增标的资产估值,虚增的注入资产价值加剧了定增并购中的业绩承诺风险。终极控制人借助定增并购资产估值转移上市公司财富行为更具隐蔽性,投资者和监管部门需关注定增并购资产估值环节,有效预防业绩承诺风险。

The“high premium”of the underlying assets has led to the decline of the performance of listed companies and the surge of events that the performance of the asset commitment is not up to the standard,especially the related transactions between the target assets of fixed value acquisition and the ultimate controller of listed companies are the most prominent.This paper analyzes the impact of the characteristics of the ultimate control right on the valuation of the underlying assets based on the sample of listed companies in which the ultimate controller and its related parties have carried out the asset injection of targeted additional issuance in 2007-2018.The results show that:the control right of the ultimate controller is in a U-shaped relationship with the value-added rate of the asset evaluation,the cash flow right is negatively correlated with the value-added rate of the asset evaluation,and the separation degree of the two rights,the complexity of the control right,the separation degree of the control right of the ultimate controller before and after the value-added rate of the asset evaluation is positively correlated with the value-added rate of the asset evaluation;the larger the proportion of the ultimate controller in the board of directors,the higher the value-added rate of the assets appraisal of the target added is if the manager is appointed or held by the ultimate controller;compared with the state-owned ultimate controller,the value-added rate of private-owned assets is higher,which reflects that the control position of the ultimate controller under the opportunistic motivation has a significant impact on the value-added assets,and the injected asset value increases the risk of performance commitment.The ultimate controller′s behavior of transferring the wealth of listed companies by means of fixed value of merger and acquisition assets is more hidden.Investors and regulators need to pay attention to the link of fixed value of merger and acquisition assets and effectively prevent the risk of performance commitment.