中国企业上市为何舍近求远:来自IPO定价“窗口指导”的解释

Why Do Chinese Companies List Overseas?An Explanation from IPO Pricing“Window Guidance”

近年来,中国经济产业转型升级卓有成效,但一些头部企业选择境外上市,A股市场由于缺乏优质投资标的而表现不佳。本文的研究表明,2014年6月以来的IPO定价23倍市盈率隐形上限管制使高估值企业在境内上市面临高昂的抑价成本,是出现企业“舍近求远”现象的重要成因。本文基于2009年以来中国企业境内外上市数据,使用双重差分模型的分析结果显示:IPO定价管制显著提升了高估值企业境外上市的概率。拓展检验揭示:海外IPO的抑价率更低,融资的绝对和相对规模均具有显著优势;注册制增量改革扭转了高估值企业境外上市的趋势、改善了抑价现象,且在2021年9月询价新规改革后效果更为明显。政策启示是,定价管制使IPO市场成为一个负向筛选机制,不利于资本市场的健康发展;在全面注册制下,IPO定价重返市场化轨道将有效助推经济高质量发展。

In recent years,China’s economy has been undergoing a historic transformation fromaccelerated growth to high-quality development,and the industrial upgrading that has been implementedhas been really effective.However,most of the leading firms present in the new booming economy havechosen to go public overseas,and the domestic capital market has been behaving bearishly for a longperiod of time due to a lack of high-quality investment targets.In this context,this paper argues that theimplicit pricing restriction of 23 times the P/E ratio imposed on the main board IPO market since June2014 entails a high institutional cost for the IPO of high-value firms,so they instead take the decision togo public abroad.Based on theoretical model predictions,the paper uses data from 2,152 domestic andoverseas listing events from 2009 onwards to enable an empirical study in a generalized cohortdifference-in-differences(DID)model.The results of the study confirm that the IPO pricing restrictionsignificantly increases the likelihood of high-value firms going public abroad.This finding satisfies theparallel trend assumption and remains robust in alternative measurement of key variable and placebotests.Other tests also suggest that the underpricing of overseas IPOs is significantly lower,and theabsolute and relative sizes in financing turn out to be significantly larger.The gradual reform of theregistration-based system initiated in 2019 has reversed the trend of high-value firms going publicabroad and reduced underpricing,with the effect becoming more evident following the implementationof the new IPO inquiry regulation in September 2021.However,the size of domestic financing remainsa disadvantage.The conclusion of the study indicates that the pricing restriction turns the domestic IPOmarket into a negative screening mechanism and hinders the development of the capital market.Thecomprehensive registration-based reform in early 2023 brought IPO pricing back to the market track,helping the financial sector better support the real economy and promote high-quality economicdevelopment.