首发募集资金投向变更行为研究
发布时间：2018-07-17 07:57
【摘要】：募集资金活动在证券市场行为中处于核心和基础地位。只有确保证券市场的投融资活动健康发展,才能有效分散市场风险、合理调整产业结构、优化配置市场资源。然而,在首次公开发行股票的募集资金使用过程中,国内上市公司存在一种特殊现象,即大面积、频繁地进行募集资金投向变更。这种行为究竟出于何种动机?是顺应市场环境而提升企业经营绩效的商业决策,还是股票市场扭曲状态下牟取私利的恶意变更行为?哪些因素影响了这种行为发生?变更行为最终是提升了企业价值,还是公司业绩下滑的征兆?如何保护那些顺应市场环境和提升企业绩效的变更决策,遏制那些以牟取私利,侵害中小股东利益的变更行为?围绕上述问题,全文按照“动机一行为—效果”的逻辑线索,拟分8章展开讨论：第1章,绪论。在介绍本文的研究背景、研究意义和目的之后,对文中使用的主要研究方法和数据资料做了必要说明,并采用文字表述与框图相结合的方式描述了本文的研究思路和基本框架,最后对各章内容进行了简要的介绍。第2章,文献回顾与评述。首先,对国外研究文献进行了回顾与评述,以企业投资问题为研究主线,主要包括：信息不对称、委托代理、行为公司财务理论；其次,对国内募集资金投向变更相关研究进行概述与评价,涵盖变更行为动因、效应、监管政策建议等主题以及研究方法。本文认为,不同类型的募集资金投向变更行为受不同动机驱使,比如变更为对外投资的动机可能与关联交易、大股东占用相关,而变更为主营业务投资的动机可能与投资机会、投资决策相关,此外,对于募集资金投向变更的效应,分板块、股权集中度等进行分析以及系统地从宏观、中观、微观层面提出监管政策建议,这些都值得我们进行深入地探讨。本章主旨是通过对募集资金投向变更问题的相关文献进行回顾,提出进一步的研究方向,确立本文的研究论题。第3章,募集资金投向变更理论基础。在上一章的基础上,本章对募集资金投向变更问题进行了深入的理论探讨,以新古典经济学MM理论为起点,将信息非对称理论、公司治理理论、制度因素等逐步纳入分析框架。关于制度因素的分析,我们发现“项目型融资制度”与股权融资的真实需求之间形成供需矛盾,客观上造成变更行为的群体性出现,而这种变更行为还原了企业对资金的真实需求；尽管与变更行为相关的诸多方面都被纳入监管范围,但作为监管制度体系的重要组成部分,监管实施机制运行失效,对此类行为的事后约束力不强,客观上诱发募集资金投向变更行为发生,这种约束机制的弱化体现在处罚机制失效和诉讼机制缺失。总之,本章主要目的是加深人们对募集资金投向变更问题的企业投融资环境、治理结构、中国特有的项目型股票融资制度的本质认识,了解募集资金投向变更行为发生动机,为接下来的现象描述及实证研究提供铺垫和理论依据。第4章,募集资金投向变更行为特征分析。本章首先界定募集资金投向变更的概念,分析了募集资金投向变更行为的总体情况。然后依次对募集资金投向变更的次数、频率及程度进行数量统计分析,针对变更行为划分不同阶段,分别阐述其发生背景和可能存在的内外部因素,试图将这一特殊现象置于当时的动态背景中,能够更好地了解这一行为的演交情况。通过对变更行为特征分析,我们发现,传统制造行业发生募集资金投向变更行为较为严重；那些发生变更数量较多地区与其上市公司总数占有率相对应；对募集资金投向承诺的具体项目与变更后的项目进行对比分析,发现对外投资项目比例大幅提高；就募集资金投向变更原因而言,上市公司在变更公告中申明了各种理由,归纳起来存在四种情况,其中超过60%的上市公司认为是外部市场环境变化导致的。这些变更行为的背后究竟存在怎样的复杂而深层次原因以及变更行为产生的效应如何,将在下面的章节进行阐述。第5章,募集资金投向变更行为的影响因素分析。在第3、4章理论和特征分析的基础上,提出研究假设,构造募集资金投向变更行为与内外部影响因素的回归模型。采用主成分分析方法,通过对总体样本和分组样本的回归分析,考察制度环境和公司治理因素对募集资金投向变更发生的影响。结果发现：市场内部环境、股权结构特征都能直接影响变更行为发生,而有效的地区市场化环境,能通过合理的股权结构,降低募集资金投向变更概率；上市公司所属板块市场比较而言,资产规模、管理层特征因素、地区经济增长率会显著地影响中小板上市公司发生募集资金投向变更,而主板上市公司的变更行为发生更多受到股权结构特征、市场环境的影响,资产规模、盈利水平和地区经济增长对其影响较弱；国有上市公司的市场外部环境只能间接地影响变更行为,政府对企业决策实施干预只能通过较弱的市场外部环境发挥作用,当地方政府负担加重时,可能对国有上市公司的干预程度增强,“挤出”了法律等因素对变更行为的约束,增大了投向变更的概率；而非国有上市公司,政府通过控股权对企业决策进行干预,只能依靠无效的市场内部环境起作用,也就是说当各地区资源禀赋、投资环境、市场容量等因素发展欠佳时,地方政府要想干预企业的难度减小,增大了投向变更的概率。上述影响因素对变更行为的影响能否带来公司业绩的提升,将在第6章进行检验。第6章,募集资金投向变更行为效率及其影响因素分析。本章在明确募集资金投向变更行为的效率评价标准之后,利用DEA和核密度估计模型,基于上市公司特征,考量了募集资金投向变更前后的公司绩效,并按照这一行为特征、板块市场特征、公司股权治理特征等对总体样本进行分组,目的是为了验证分组样本的绩效是否因这类变更行为而发生显著地改变,最后对发生变更行为的公司绩效与各项变更行为特性进行了多元线性回归,验证了发生变更的上市公司原定融资项目有效性普遍较差；募集资金投向变更类型、股权集中度与公司绩效之间呈现显著的负相关关系。第7章,募集资金投向恶意变更案例研究。本章以科苑集团大股东操控下的恶性募集资金投向变更事件为案例,剖析了事件发生的动因,对上市公司经营业绩的影响及中小股东受利益侵害时的维权状况等内容。这一案例启示我们：大股东操控下的募集资金投向恶意变更行为可能与其他违规行为交织、重叠,其特征呈现出复杂性和隐匿性；这种牟取私利的掠夺变更行为越不及时制止,企业损失越多,甚至面临退市危机和破产风险；由于相关法律法规的不完善,当中小股东利益被侵占时,其维权行为会频频受阻,合法利益也得不到有效保障；当治理机制存在严重性缺陷时,公司的内控制度就形同虚设,内部人合谋情况的大量存在,加上监管当局放松监管或对违规方处罚力度不够,导致公司的中小股东蒙受巨大损失,甚至会影响证券市场的正常秩序,上述现象应该引起社会各界的广泛重视。第8章,研究结论与展望。本章首先对全文所得结论进行总结,然后提出政策建议,同时指出了研究中存在的不足之处,作为未来研究进一步改进的方向。
[Abstract]:Only to ensure the healthy development of the investment and financing activities of the securities market, it is possible to effectively disperse the market risk, adjust the industrial structure and optimize the allocation of market resources. A special phenomenon, a large area, and frequent fund-raising funds for change. What motivation does this act do? Is it a commercial decision to improve business performance in compliance with the market environment, or a malicious change in the state of stock market distortions? What factors affect this behavior? Change behavior eventually is How to improve the value of the enterprise, or is the sign of the decline of the company's performance? How to protect the change decisions that conform to the market environment and improve the performance of the enterprise, and to contain the change of the interests of the small and medium shareholders to gain private benefits? The full text is discussed in 8 chapters in accordance with the logical clue of "motivation one line - effect". The first chapter, introduction. After introducing the background of the research, the significance and the purpose of the study, it is necessary to explain the main research methods and data materials used in the text, and describe the research ideas and basic framework of this paper by combining the text expression with the block diagram, and finally briefly introduce the contents of each chapter. Second chapters, the literature. Review and review. First, we review and comment on foreign research literature, take the problem of enterprise investment as the main line of research, mainly including information asymmetry, principal-agent, behavior company financial theory; secondly, summarize and evaluate the related research on the change of domestic fund raising, covering change behavior motivation, effect, regulatory policy construction. This paper argues that different types of fund raising to change behavior are driven by different motives, such as the motivation of changing to foreign investment may be related to related transactions, large shareholders' occupation, and the motivation of changing the main business investment may be related to investment opportunities and investment decisions, in addition, for raising funds to invest. The purpose of this chapter is to review the relevant literature on the issue of change in the question of raising funds and put forward further research direction and establish this article. On the basis of the last chapter, the third chapter, on the basis of the previous chapter, makes a thorough theoretical discussion on the question of the change of raised funds to the change, taking the new classical economics MM theory as the starting point, and gradually integrating the information asymmetry theory, the corporate governance theory, and the institutional factors into the analytical framework. We find that the contradiction between the "project financing system" and the real demand for equity financing has formed a contradiction between supply and demand, which objectively results in the emergence of a group of changes, which restores the real demand for funds, although the various aspects related to the change are included in the regulatory scope, but as a regulatory system. The important part of the system is that the mechanism of supervision and implementation is invalid, and the hindsight binding force of this kind of behavior is not strong, which objectively induces the raising of funds to change behavior. The weakening of this constraint mechanism is reflected in the failure of the punishment mechanism and the lack of litigation mechanism. In a word, the main purpose of this chapter is to deepen people's change in raising funds. The enterprise investment and financing environment, governance structure, the essential understanding of China's unique project based stock financing system, understanding of the motivation to raise funds to change behavior, provide paving and theoretical basis for the following phenomenon description and empirical research. In the fourth chapter, the characteristics of the change behavior are analyzed. This chapter first defines the fund raising funds. The general situation of the change is analyzed. Then, the number of changes, frequency and degree of the raised funds are counted and analyzed in order. The background and possible internal and external factors of the change are divided into different stages, and the special phenomenon is tried to put into this special phenomenon. In the dynamic context of the time, we can better understand the performance of this behavior. Through the analysis of the characteristics of the change behavior, we find that the traditional manufacturing industry has a more serious change in the raising of funds; the total number of areas with more changes in the number of changes should be relative to the total number of shares of the listed companies; the commitment to raise funds is committed. The specific items and the changed items are compared and analyzed, and the proportion of foreign investment projects has been greatly improved; in terms of the reasons for the change of fund raising, the listed companies affirm various reasons in the change bulletin and conclude that there are four kinds of circumstances, of which more than 60% of the listed companies think that the external market environment changes. In the fifth chapter, the fifth chapter is the analysis of the influencing factors of the change behavior. On the basis of the theory and characteristic analysis of chapter 3,4, the research hypothesis is put forward to construct the raise funds to change to the change. The regression model of behavior and internal and external factors was used to examine the impact of institutional environment and corporate governance factors on the change of raised funds by regression analysis of the overall and group samples by principal component analysis. The results showed that the internal environment and the ownership structure could directly affect the change behavior. The effective regional market environment can reduce the probability of investment change through the reasonable ownership structure, and the comparison of the plate market of the listed companies, the size of the assets, the characteristics of the management level, the regional economic growth rate will significantly affect the change of the fund raising of the small and medium-sized listed companies, and the main board listed companies. The change behavior is more influenced by the ownership structure, the influence of the market environment, the scale of the assets, the level of profit and the economic growth of the region, and the external environment of the state-owned listed companies can only influence the change behavior, and the government's intervention on the enterprise decision can only play a role through the weak market environment. When the burden of local government is aggravated, it may increase the degree of intervention to the state-owned listed companies, "squeezing out" the restriction of the law and other factors to the change behavior, and increasing the probability of the change, while the non state listed company, the government intervenes through the controlling right to the enterprise decision, can only rely on the ineffective internal environment of the market, that is, When the factors such as resource endowment, investment environment and market capacity are not well developed in each region, the difficulty of the local government should be reduced and the probability of change is increased. The sixth chapter will be tested if the influence of the influence factors on the change behavior will bring about the improvement of the company performance. The sixth chapter is to raise funds to change behavior effect. This chapter makes use of the DEA and nuclear density estimation model and based on the characteristics of listed companies to examine the performance of the company's performance before and after the change, and according to the characteristics of this behavior, the characteristics of the plate market, the characteristics of the corporate equity management, and so on. Samples were grouped in order to verify whether the performance of the grouped samples changed significantly because of these changes. Finally, a multiple linear regression was made to the performance of the company and the characteristics of the change behavior. There is a significant negative correlation between the change type of gold investment and the ownership concentration and the performance of the company. The seventh chapter is the case study of the malicious change. This chapter analyzes the cause of the occurrence of the event and the impact on the operating performance of the listed companies. This case suggests that the behavior of the raised funds under the control of the large shareholders may be interwoven with other irregularities, overlapped, and its characteristics are complex and concealed; the more the act of predatory change for private profits is not stopped, the more the loss of the enterprise, the more the loss of the enterprise, Even facing the risk of delisting and bankruptcy; due to the imperfect related laws and regulations, when the interests of the small and medium shareholders are occupied, their rights will be blocked and the legitimate interests can not be effectively guaranteed. When there is a serious defect in the governance mechanism, the internal control system of the company is in the same shape and the conspiracy of the internal people exists in a large number. In addition to the regulatory authorities' relaxation of supervision or the lack of punishment for the violating party, the small and medium shareholders of the company suffer huge losses and even affect the normal order of the securities market. The above phenomena should arouse the wide attention of all sectors of the society. The eighth chapter, research conclusions and prospects. This chapter first summarizes the conclusions of the full text and then puts forward the policy. Suggestions, pointing out the shortcomings in the study, as a direction for further improvement in future research.
【学位授予单位】：天津财经大学
【学位级别】：博士
【学位授予年份】：2014
【分类号】：F832.51
，
本文编号：2129694
[Abstract]:Only to ensure the healthy development of the investment and financing activities of the securities market, it is possible to effectively disperse the market risk, adjust the industrial structure and optimize the allocation of market resources. A special phenomenon, a large area, and frequent fund-raising funds for change. What motivation does this act do? Is it a commercial decision to improve business performance in compliance with the market environment, or a malicious change in the state of stock market distortions? What factors affect this behavior? Change behavior eventually is How to improve the value of the enterprise, or is the sign of the decline of the company's performance? How to protect the change decisions that conform to the market environment and improve the performance of the enterprise, and to contain the change of the interests of the small and medium shareholders to gain private benefits? The full text is discussed in 8 chapters in accordance with the logical clue of "motivation one line - effect". The first chapter, introduction. After introducing the background of the research, the significance and the purpose of the study, it is necessary to explain the main research methods and data materials used in the text, and describe the research ideas and basic framework of this paper by combining the text expression with the block diagram, and finally briefly introduce the contents of each chapter. Second chapters, the literature. Review and review. First, we review and comment on foreign research literature, take the problem of enterprise investment as the main line of research, mainly including information asymmetry, principal-agent, behavior company financial theory; secondly, summarize and evaluate the related research on the change of domestic fund raising, covering change behavior motivation, effect, regulatory policy construction. This paper argues that different types of fund raising to change behavior are driven by different motives, such as the motivation of changing to foreign investment may be related to related transactions, large shareholders' occupation, and the motivation of changing the main business investment may be related to investment opportunities and investment decisions, in addition, for raising funds to invest. The purpose of this chapter is to review the relevant literature on the issue of change in the question of raising funds and put forward further research direction and establish this article. On the basis of the last chapter, the third chapter, on the basis of the previous chapter, makes a thorough theoretical discussion on the question of the change of raised funds to the change, taking the new classical economics MM theory as the starting point, and gradually integrating the information asymmetry theory, the corporate governance theory, and the institutional factors into the analytical framework. We find that the contradiction between the "project financing system" and the real demand for equity financing has formed a contradiction between supply and demand, which objectively results in the emergence of a group of changes, which restores the real demand for funds, although the various aspects related to the change are included in the regulatory scope, but as a regulatory system. The important part of the system is that the mechanism of supervision and implementation is invalid, and the hindsight binding force of this kind of behavior is not strong, which objectively induces the raising of funds to change behavior. The weakening of this constraint mechanism is reflected in the failure of the punishment mechanism and the lack of litigation mechanism. In a word, the main purpose of this chapter is to deepen people's change in raising funds. The enterprise investment and financing environment, governance structure, the essential understanding of China's unique project based stock financing system, understanding of the motivation to raise funds to change behavior, provide paving and theoretical basis for the following phenomenon description and empirical research. In the fourth chapter, the characteristics of the change behavior are analyzed. This chapter first defines the fund raising funds. The general situation of the change is analyzed. Then, the number of changes, frequency and degree of the raised funds are counted and analyzed in order. The background and possible internal and external factors of the change are divided into different stages, and the special phenomenon is tried to put into this special phenomenon. In the dynamic context of the time, we can better understand the performance of this behavior. Through the analysis of the characteristics of the change behavior, we find that the traditional manufacturing industry has a more serious change in the raising of funds; the total number of areas with more changes in the number of changes should be relative to the total number of shares of the listed companies; the commitment to raise funds is committed. The specific items and the changed items are compared and analyzed, and the proportion of foreign investment projects has been greatly improved; in terms of the reasons for the change of fund raising, the listed companies affirm various reasons in the change bulletin and conclude that there are four kinds of circumstances, of which more than 60% of the listed companies think that the external market environment changes. In the fifth chapter, the fifth chapter is the analysis of the influencing factors of the change behavior. On the basis of the theory and characteristic analysis of chapter 3,4, the research hypothesis is put forward to construct the raise funds to change to the change. The regression model of behavior and internal and external factors was used to examine the impact of institutional environment and corporate governance factors on the change of raised funds by regression analysis of the overall and group samples by principal component analysis. The results showed that the internal environment and the ownership structure could directly affect the change behavior. The effective regional market environment can reduce the probability of investment change through the reasonable ownership structure, and the comparison of the plate market of the listed companies, the size of the assets, the characteristics of the management level, the regional economic growth rate will significantly affect the change of the fund raising of the small and medium-sized listed companies, and the main board listed companies. The change behavior is more influenced by the ownership structure, the influence of the market environment, the scale of the assets, the level of profit and the economic growth of the region, and the external environment of the state-owned listed companies can only influence the change behavior, and the government's intervention on the enterprise decision can only play a role through the weak market environment. When the burden of local government is aggravated, it may increase the degree of intervention to the state-owned listed companies, "squeezing out" the restriction of the law and other factors to the change behavior, and increasing the probability of the change, while the non state listed company, the government intervenes through the controlling right to the enterprise decision, can only rely on the ineffective internal environment of the market, that is, When the factors such as resource endowment, investment environment and market capacity are not well developed in each region, the difficulty of the local government should be reduced and the probability of change is increased. The sixth chapter will be tested if the influence of the influence factors on the change behavior will bring about the improvement of the company performance. The sixth chapter is to raise funds to change behavior effect. This chapter makes use of the DEA and nuclear density estimation model and based on the characteristics of listed companies to examine the performance of the company's performance before and after the change, and according to the characteristics of this behavior, the characteristics of the plate market, the characteristics of the corporate equity management, and so on. Samples were grouped in order to verify whether the performance of the grouped samples changed significantly because of these changes. Finally, a multiple linear regression was made to the performance of the company and the characteristics of the change behavior. There is a significant negative correlation between the change type of gold investment and the ownership concentration and the performance of the company. The seventh chapter is the case study of the malicious change. This chapter analyzes the cause of the occurrence of the event and the impact on the operating performance of the listed companies. This case suggests that the behavior of the raised funds under the control of the large shareholders may be interwoven with other irregularities, overlapped, and its characteristics are complex and concealed; the more the act of predatory change for private profits is not stopped, the more the loss of the enterprise, the more the loss of the enterprise, Even facing the risk of delisting and bankruptcy; due to the imperfect related laws and regulations, when the interests of the small and medium shareholders are occupied, their rights will be blocked and the legitimate interests can not be effectively guaranteed. When there is a serious defect in the governance mechanism, the internal control system of the company is in the same shape and the conspiracy of the internal people exists in a large number. In addition to the regulatory authorities' relaxation of supervision or the lack of punishment for the violating party, the small and medium shareholders of the company suffer huge losses and even affect the normal order of the securities market. The above phenomena should arouse the wide attention of all sectors of the society. The eighth chapter, research conclusions and prospects. This chapter first summarizes the conclusions of the full text and then puts forward the policy. Suggestions, pointing out the shortcomings in the study, as a direction for further improvement in future research.
【学位授予单位】：天津财经大学
【学位级别】：博士
【学位授予年份】：2014
【分类号】：F832.51
，
本文编号：2129694
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