承销商声誉受损与公司债券发行上市审核压力——基于证券交易所审核反馈意见函的文本分析

Underwriter Reputation Damage and Corporate Bond Issuance Listing Review Pressure:Text Analysis of Stock Exchange Review Feedback Letter

证券交易所对公司债券发行上市审核过程中的问询机制,是以信息披露为核心的债券注册制改革的关键,而承销商在其中发挥的作用尚未得以深入研究。本文以2015年5月至2022年10月的公司债券发行数据为样本,实证检验了承销商声誉受损对公司债券发行上市审核压力的影响。研究结果表明,承销商声誉受损后,其客户的公司债券在发行上市环节会受到交易所更加严格的审核。机制检验发现,承销商声誉受损会导致交易所不再信任该承销商提供的债券发行信息,从而会采取更为严厉的审核问询,同时也排除了发行人本身信息披露质量较差的替代性解释。本文还发现,承销商声誉受损通过增强交易所审核压力,显著提高了债券发行价差,但发行人可以通过提供高质量的回函来缓解交易所审核问询带来的影响。本文为验证承销商声誉机制在我国债券市场的有效性提供了新的经验证据,对压实中介机构责任、提高债券市场服务实体经济的效率具有一定参考价值。

In recent years,the scale of China's bond market has continued to expand,significantly enhancing its ability to serve the real economy.However,as economic downward pressure persists,the debt risks of some enterprises have gradually emerged,making bond default risk one of the major risks faced by China's financial system,which severely restricts the effective financial services to the real economy.To ensure the healthy and orderly development of the bond market,China's regulatory authorities have carried out a series of market-oriented and legal reforms.The inquiry mechanism in the process of reviewing the issuance and listing of corporate bonds by stock exchanges is the key to the reform of the bond registration system centered on information disclosure,and the role of underwriters in this process has not been thoroughly studied.Unlike other intermediaries,underwriters play an informational intermediary role throughout the bond financing process,and their reputation is closely related to the quality of their practice,which can significantly influence the audit attitude of exchanges in the process of issuance reviewing and listing of corporate bonds.Using feedback text information generated by exchanges during the review of corporate bond issuance and listing,this paper employs penalty events from the China Securities Regulatory Commission(CSRCa)sa measure of underwriter reputation damage(URD).By sampling corporate bond issuance data from May 2015 to October 2022,the paper empirically tests the impact of URD on the review pressure of corporate bond issuance and listing.The results show that the URD leads to more rigorous review of clients'corporate bonds by the exchanges during the process of issuance and listing.At the same time,the URD has resulted in increased information content,enhanced risk disclosure,and a negative tone in review feedback letters(RFLs),and the issuers'response time was also extended.The mechanism test reveals that the URD would lead the exchanges to lose trust in the bond issuance information provided by the underwriters,resulting a more stringent audit inquiry and also exclude the alternative explanation of poor information disclosure quality by the issuers.Furthermore,the review pressure from the exchanges has a positive moderating effect on the increase in bond issue spread caused by the URD,and the higher the information quality and readability of the response letters,the greater the ability to mitigate this effect to some extent.This paper presents two significant theoretical contributions.Firstly,it enriches the existing literature on inquiry letter system.While previous studies have primarily focused on inquiry letters pertaining to firms'financial reports,mergers and acquisitions(M&A),and initial public offerings(IPO)activities,there is a paucity of literature examining the RFLs issued by exchanges during the process of corporate bond issuance and listing.Given that investors in the bond market often confront more serious information asymmetry,it becomes urgent for exchanges to fully exert their regulatory role in the bond issuance and listing and urge issuers to continuously improve the content of information disclosure.Therefore,this paper extends the relevant research on inquiry letters from the stock market to the corporate bond market.Secondly,this paper enriches the research on underwriter reputation.The existing literature primarily discusses the influence of underwriter reputation on bond pricing from the perspective of bond investors'market behavior.However,the registration system,with information disclosure as its core,aims to elevate the regulatory threshold and reinforce the responsibility of intermediaries.As a result,the reputation of underwriters will also have a significant impact on the attention of regulators.Therefore,this paper expands the research content by examining the effectiveness of underwriter reputation in the bond market.This paper makes three key policy implications.Firstly,underwriters should pay attention to maintain their reputation by establishing a quality-oriented due diligence system for issuers.They should urge issuers to enhance the quality of information disclosure and effectively function as"gatekeepers".Secondly,the CSRC should continue to strengthen the inspection and supervision of relevant intermediaries in the bond market,ensuring severe measures are taken against any illegal behaviors.Simultaneously,the exchanges should make full use of the front-line regulatory role,establish clear standards for review and inquiry,thoroughly disclose issuers'risks during the review process,and strive to reduce information asymmetry faced by external investors.Thirdly,issuers should consistently improve the information disclosure of issuance listing application documents,effectively safeguard investors'interests,and pursue sustainable development by minimizing financing costs.