Perspectives from the Split-Share Structure Reform$
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Journal of Financial Economics 113 (2014) 500–518 Contents lists available at ScienceDirect Journal of Financial Economics journal homepage: www.elsevier.com/locate/jfec China's secondary privatization: Perspectives from the Split-Share Structure Reform$ Li Liao a,n, Bibo Liu b,1, Hao Wang c,2 a Tsinghua University, PBC School of Finance, 43 Chengfu Road, Haidian District, Beijing 100083, China b Tsinghua University and CITIC Securities, Equity Capital Markets Division, CITIC Securities Tower, 48 Liangmaqiao Road, Beijing 100125, China c Tsinghua University, School of Economics and Management, 318 Weilun Building, Beijing 100084, China article info abstract Article history: The Split-Share Structure Reform granted legitimate trading rights to the state-owned Received 23 November 2012 shares of listed state-owned enterprises (SOEs), opening up the gate to China's secondary Received in revised form privatization. The expectation of privatization quickly boosted SOE output, profits, and 24 September 2013 employment, but did not change their operating efficiency and corporate governance. The Accepted 23 October 2013 improvements to SOE performance are positively correlated to government agents’ Available online 27 May 2014 privatization-led incentive of increasing state-owned share value. In terms of privatization JEL classification: methodology, the reform adopted a market mechanism that played an effective informa- G18 tion discovery role in aligning the interests of the government and public investors. G28 & 2014 Elsevier B.V. All rights reserved. G30 L33 Keywords: The Split-Share Structure Reform Privatization State-owned enterprise Financial reform Market mechanism 1. Introduction enterprises (SOEs) went public to issue minority tradable shares to institutional and individual investors. On the The split-share structure was a legacy of China's initial other hand, the Chinese government withheld control of share issue privatization (SIP), in which state-owned these listed SOEs by owning majority non-tradable shares.3 Although the split-share structure played a posi- tive role in facilitating the SIP, it jeopardized China's ☆ We thank G. William Schwert (the editor), an anonymous referee, Charles Cao, Haitao Li, Qian Sun, Honglin Wang, Chu Zhang, Hao Zhou, Dongming Zhu, Ning Zhu, and seminar participants at Tsinghua 3 For almost all SOEs that went public before 2005, state-owned University, Xiamen University, CICF 2012 and the HKIMR Conference shares—together with shares issued to non-state legal persons, natural 2013 for helpful discussions. The authors acknowledge funding support persons, and foreigners before initial public offerings (IPOs)—were from the National Natural Science Foundation of China (Grant nos. prohibited from trading in the secondary market. Only new shares issued 71232003 and 71272023). in IPOs and seasoned cash offerings and shares derived from tradable n Corresponding author. Tel.: þ86 10 62798215. shares in rights offerings and stock splits were tradable. By the end of E-mail addresses: [email protected] (L. Liao), 2004, the total number of RMB-denominated domestic shares (A-shares) [email protected] (B. Liu), [email protected] (H. Wang). outstanding was 714.9 billion. There were 454.3 billion non-tradable 1 Tel.: þ86 10 60836222. shares, 74% of which were state-owned (China Securities Regulatory 2 Tel.: þ86 10 62797482. Commission, 2008). http://dx.doi.org/10.1016/j.jfineco.2014.05.007 0304-405X/& 2014 Elsevier B.V. All rights reserved. L. Liao et al. / Journal of Financial Economics 113 (2014) 500–518 501 continued privatization efforts by restricting the tradabil- secondary market. These changes led to an expectation of ity of state-owned shares in the secondary market. in-depth privatization in the future. In preparing for priva- It caused serious corporate governance problems, encour- tization by increasing the market values of state-owned aged speculation in the stock market, and blocked mergers shares, government agents who operate and control SOEs and acquisitions.4 will be rewarded with more control power and favorable In 2005, the Split-Share Structure Reform was initiated promotion opportunities if they improve SOE performance.7 to dismantle the dual share structure by converting non- As a result, the interest of government agents became better tradable shares into tradable shares.5 The reform effec- aligned with the interest of public investors. Evidence shows tively removed the legal and technical obstacles of trans- that privatization-led improvements to post-reform SOE ferring state-owned shares to public investors, opening up performance are positively correlated to government agents’ the gate to China's secondary privatization, which, in supportive activities to SOEs. Moreover, we find that post- contrast to the initial SIP, would further liberalize state- reform state-owned share sales, which constitute a punitive owned shares in full circulation. Although it had long been mechanism to government agents, are negatively correlated predicted that the Split-Share Structure Reform would to privatization-led improvements to SOE performance. substantially change China's corporate landscape (Inoue, Compared to privatization in other countries (Megginson 2005), the privatization effect of the reform has not been and Neffer, 2001; Stiglitz, 2002) and failed early privatization studied. In contrast, China's initial SIP during the 1990s attempts in China, the Split-Share Structure Reform adopted received extensive research attention (See, e.g., Bai, Li, and a market mechanism through which government agents and Wang, 1997; Lin, Cai, and Li, 1998; Lin, 2000; Sun and Tong, public investors negotiated the terms of SOE reform plans 2003). In this paper, we fill the research gap by reviewing including consideration paid to the latter.8 The market and evaluating the Split-Share Structure Reform. We mechanism allowed government agents to communicate measure and examine the privatization effect of the with public investors their incentive of improving SOE reform as the differences between the changes in the performance after the reform in exchange for the latter's fundamental performance of SOEs and comparable non- agreement to reform. We find that privatization-led SOEs before and after the reform.6 We explore the sources improvements to post-reform SOE performance are posi- of the privatization effect, and provide policy implications tively correlated to public investors’ reform plan approval for future privatization. rates, and negatively correlated to the amount of considera- Theevidenceshowsthattheoutput,profit,andemploy- tion. The evidence suggests that market mechanism played ment of listed Chinese firms substantially increased after the an effective information discovery role in facilitating privati- reform and much more so for SOEs. Such differences were zation in the reform. It helped to align the interests of the reflected in higher SOE stock returns, consistent with government and public investors, and to ensure a smooth Megginson, Nash, and Randenborgh (1994) in that firms implementation of the reform. with better incentives to increase stock value boost output Our finding adds new support to the notion that pri- and profits. After the reform, SOEs and non-SOEs experi- vatization improves the performance of SOEs (Megginson, enced similar degrees of increase in operating efficiency, Nash, and Randenborgh, 1994; Dewenter and Malatesta, measured by accounts receivable turnover and expense-to- 2001; Boubakri, Cosset, and Guedhami, 2005; Song, revenue ratio. However, evidence on change in corporate Storesletten, and Zilibotti, 2011). Moreover, expectation governance, measured by agency activities of controlling on privatization can stimulate managerial incentives and shareholders, for SOEs and non-SOEs is mixed. It appears boost firm performance even before actual ownership that the Split-Share Structure Reform had a privatization transition takes place. The finding generates implications effect that quickly boosted SOE output and profits, but for privatization policy, which is considered a complex did not change SOE corporate governance and operating task for global economies. Outcome of privatization is efficiency. influenced by not only economic, political, legal, institu- We look into the sources of the privatization effect. After tional and firm-specific factors (Megginson, Nash, Netter, the reform, state-owned shares became market priced and and Poulsen, 2004), but also privatization methodology could be conveniently transferred to public investors in the (Perotti, 1995; Biais and Perotti, 2002).9 We demonstrate 4 Section 2.2 presents in detail the corporate governance problems 7 We use “government agents” to denote SOE executives and con- and other issues caused by the split-share structure. See also Allen, Qian, trolling shareholders. Almost all Chinese listed SOEs have state-owned and Qian (2005), Hwang, Zhang, and Zhu (2006), Deng, Gan, and He controlling shareholders, who hold majority non-tradable shares on (2008), and Liao, Liu, and Wang (2011) for additional discussions. behalf of the Chinese government. Executives of listed SOEs are 5 The Split-Share Structure Reform remains an ongoing process as of appointed and evaluated by their controlling shareholders, whose execu- November 2013. Most listed firms, however, finished the reform between tives are appointed and evaluated by the Chinese government. 2005 and 2007. There are 1,260 firms that finished the reform