保荐代表人变更与保荐制度的有效性——基于定向增发的实证研究

Abstract

To improve the efficiency of capital allocation and utilization, China's securities issuance review system has evolved from the 'channel system' to the 'sponsor system'. The sponsor system requires sponsor institutions and sponsor representatives to jointly supervise listed companies to ensure their quality. However, the frequent changes of sponsor representatives during the continuous supervision period have reduced the effectiveness of the system. By analyzing the sponsor system, this paper finds that loopholes in China's sponsor system allow sponsor representatives to avoid penalties by changing positions when facing high-risk projects. To verify this, this paper uses listed companies conducting private placements as samples to examine the reasons for sponsor representative changes and market reactions. The results show that when the sponsored project risk is higher, the earnings management level before the private placement is higher, and the sponsor institution's level is lower, sponsor representatives are more likely to change. In addition, this paper finds that the market reacts negatively to sponsor representative changes, which is likely because the changes convey negative signals about poor project quality to the market.