绳愆纠谬：IPO现场督导制度对保荐机构的治理效应

Abstract

In the context of the deepening registration-based IPO reform, capital markets have imposed higher demands on information disclosure quality and intermediary performance. As the pivotal intermediary in the IPO process, sponsors operate across the entire issuance chain. How to incentivize them to exercise due diligence and effectively fulfill their gatekeeping role, thereby safeguarding the integrity of the IPO review process and enhancing the efficiency of resource allocation, remains an important yet underexplored question. To strengthen the oversight of sponsors, the stock exchange introduced the IPO on-site supervision system since 2019. Under this system, the stock exchange conducts on-site inspections at sponsors' offices for IPO projects that present material concerns or elevated risks. Supervisory teams examine working papers, review supporting evidence, and interview relevant practitioners to verify ambiguous or questionable information. Through these inspections, the IPO on-site supervision system aims to reinforce sponsors' gatekeeping role, enhance the reliability of issuers' disclosures, and ultimately improve the overall quality of IPO companies. Theoretically, the IPO on-site supervision system may influence sponsor behavior through two mechanisms. First, by increasing the costs of misconduct, it generates a deterrence effect that prompts sponsors to perform due diligence more prudently in subsequent IPO projects. Second, through regulatory feedback and accumulated practical experience, it induces a learning effect that motivates sponsors to optimize internal processes and strengthen professional capabilities. These mechanisms may operate either independently or in tandem, thereby enhancing sponsors' practice quality. However, due to the non-public nature of the IPO on-site supervision list, the existing literature has yet to systematically examine whether and how this regulation affects sponsors' professional conduct. To address this gap, we manually construct a dataset on IPO on-site supervision from 2019 to 2023 by combining textual analysis of review inquiry response letters, publicly available information, and interviews with sponsors. Focusing on IPO firms listed on the STAR Market and the ChiNext Market under the registration-based system, we investigate how the IPO on-site supervision system affects sponsors' practice quality in IPO projects. We document several main findings. First, IPO on-site inspections generate significant governance effects, improving sponsors' performance in subsequent IPO projects. This improvement is reflected in higher quality disclosure in initial prospectus filings, reduced intensity of first-round exchange inquiries, and enhanced quality of sponsors' responses. Second, mechanism tests indicate that both deterrence and learning channels underpin these effects. Third, analyses across different types of inquiry items show that inspections significantly reduce questions related to disclosure completeness and business compliance, while having a more limited impact on accounting and financial reporting issues. This pattern suggests that the primary effect of inspections lies in strengthening sponsors' verification and due diligence functions. Fourth, cross-sectional analyses reveal that the governance effect is more pronounced among sponsors with lower profitability. In addition, the implementation of the revised Securities Law in March 2020 substantially increased legal liabilities and violation costs for sponsors, exerting a broad impact on sponsors. Consistent with this change, the governance effect of on-site inspections is more pronounced before the implementation of the revised law. This study contributes to the literature in several ways. First, our study is the first to systematically examine the economic consequences of the IPO on-site supervision system, revealing its governance effects and extending the literature on penetrative supervision. Second, our study enriches research on the determinants of sponsors' execution quality in IPO projects through the lens of external regulation. Third, by analyzing both regulatory pressure and learning effects, our study explores how the IPO on-site supervision system shapes sponsors' behavior and provides new empirical support for their behavioral logic in capital markets. Our study also offers important practical implications by demonstrating the effectiveness of penetrative supervision in disciplining intermediaries and informing the design of regulatory frameworks governing the IPO process.