超越护盘:绿鞋机制的功能澄清及启示

Overcoming Stabilization:a Clarification of Green Shoe Mechanism Function and its Implication

注册制背景下,新股“破发”趋于常态化。绿鞋机制灵活调节证券发行规模以平顺股价,护航新股发行,但中国版绿鞋机制所蕴含的功能未止步于护盘。研究发现,行权状况下,新发行的股票交付于做出限售承诺的战略投资者,而非投放于二级市场;未行权状况下,承销商向战略投资者交付的股票来自于二级市场抛售股票的短线投资者;两种情况下,长线投资者持股比例均有提升。可见,除护盘外,中国版绿鞋机制还有优化持股结构的功能。针对中国版绿鞋机制正在释放的多维功能,需兴利除弊、辨证施治,包括:调整绿鞋机制披露时间,消除其对市场询价、理性报价的干扰;在推行市场化定价机制的同时应关注畸高定价,防止侵蚀公众投资者利益。

Under registration-based system,stocks are frequently traded below the offering prices.The green shoe mechanism is frequently used for the purpose of stabilizing listed companies’share prices in the capital market by flexibly adjusting the volume of outstanding shares.However,it appears that the function of Chinese version of green shoe mechanism is more than stabilization.The study found that under the exercise of rights,the newly issued shares were to be delivered to the strategic investors that made a commitment to restrict the sale instead of traded in the secondary market.In the situation that rights were not executed,the shares delivered by the underwriters to the strategic investors come from short-term investors who sell shares in the secondary market.In the above cases,the shareholding of long-term investors has increased.Besides stabilization,the Chinese version of green shoe mechanism can be treated as a trading mechanism for optimizing the shareholder structure.In consequence,during the reshaping process of China’s initial public offering regime,the varied functions of green shoe mechanism shall be treated dialectically.The measures include:adjusting the disclosure time of the green shoe mechanism,in order to eliminate its disruption to market inquiries and rational quotations;paying more attention to abnormally high pricing to prevent damage to the interests of public investors while implementing the market-oriented pricing mechanism.