Earnings Management and Tunneling through Related Party

Earnings Management and Tunneling through Related Party Transactions: Evidence from Chinese Corporate Groups*

Ming Jian a and T. J. Wong b

a Division of Accounting, Nanyang Business School, Nanyang Technological University, Tel:

+65-6790-6051, Email Address: amjian@https://www.wendangku.net/doc/207611708.html,.sg

b Department of Accounting, School of Business and Management, The Hong Kong University of Science and Technology, Clear Water Bay, Hong Kong

Tel: +852-2358-7574, Email Address: actjwong@ust.hk

This Version: February 2004

___________________________________________________________________________ Abstract

This paper attempts to provide large sample evidence of opportunistic related party transactions in China where economic institutions, legal system and corporate structures are conducive to such dealings. We found that firms belonging to a corporate group report abnormally high levels of related party sales when they have incentives to manage earnings to avoid being delisted, or prior to issuing new equity. Our stock return results also support the conjecture that the market perceives these sales transactions as opportunistic. When the firms have free cash flows, they divert resources back to the controlling shareholders through generous trade credits and other loans. Tobin’s Q and market-to-book equity results show that the market discounts these firms’ share prices, suggesting that the market views such related lending as tunneling. Keywords: Related party transactions, earnings management, tunneling, corporate governance. ___________________________________________________________________________

* This paper has benefited from discussions with seminar participants at the Chinese University of Hong Kong, the Hong Kong University of Science and Technology, Nanyang Technological University of Singapore, Shanghai University of Finance and Economics, the University of Hong Kong, and the 2003 European Finance Association Conference. We especially appreciate comments from Kevin Chen, Chul Park, Woody Wu, Kalok Chan and

Kee-Hong Bae. Errors remain our own. TJ Wong acknowledges the financial support of the Wei Lun Fellowship.

1.Introduction

There have been many examples of controlling shareholders looting their own firms during the emerging market crisis of 1997-1998. Through related dealings, cash and profits are diverted away from firms in a group either to controlling shareholders’ pockets directly or to assist troubled firms within the same group. Using a number of well-known legal cases from Europe, Johnson et al. (2000) show that firms in developed markets also use related party transactions to transfer assets and profits out of firms for the benefit of those who control them.1 This type of dealing has also been under the limelight in a number of recent US and European accounting scandals, such as transactions between Enron and its special-purpose entities.

Despite worldwide media and government attention, there is very little large sample evidence of related party transactions in academic research. This paper attempts to study the patterns of these transactions in China where such dealings are prevalent due to its corporate structures, economic institutions and legal system. More specifically, we would like to examine whether, and how, controlling shareholders use related party transactions in earnings management and tunneling, and the market response to such activities. According to the 2001 annual reports of Chinese listed firms, 90% of them are involved in different degrees of related party transactions (https://www.wendangku.net/doc/207611708.html,, 2002-03-19). Anecdotal evidence indicates that the current corporate governance system in China fails to constrain controlling shareholders from manipulating earnings and expropriating minority shareholders through related party transactions.2 Earnings manipulation has been a well-established research topic in accounting literature.3 Much of the past research, including studies on Chinese listed firms, use accounting accruals and non-recurring earnings items, or simply examine the cross-sectional distribution of earnings and returns on equity, to detect earnings manipulations (Chen et al., 2000; Chen and Yuan, 2001; Aharony et al., 2000). Few studies have investigated related party transactions as a means to earnings management. Similarly, although there is a growing body of research that discusses

1 Johnson et al. (2000) use the term “tunneling” to describe this type of related party transaction.

2 One well-known example in China is Sanjiu Medicine (0999). The controlling shareholder (Sanjiu Group) and other related parties owed 2.5 billion yuan to the listed company, which amounted to 96% of the company’s total assets (CSRC website: https://www.wendangku.net/doc/207611708.html,/CSRCSite/default.htm).

3 Watts and Zimmerman (1986) discuss the incentives underlying corporate managers’ accounting decisions, using the political, contractual, compensation and financial perspectives. There have been numerous studies on earnings management, for example, DeAngelo (1988), Jones (1991), Teoh et al., (1998a & 1998b). Healy and Wahlen (1999) offer a comprehensive review of the academic evidence on earnings management and its implications for accounting standard setters and regulators.

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extensively the possible tunneling and expropriation by large shareholders (Bae et al., 2002; Bebchuk et al., 2000; Johnson et al., 2000), most of these studies concentrate on the market valuation effects of these behaviors (Bae et al., 2002; Claessens et al., 2000; Claessens et al., 2002). This study attempts to provide direct evidence of earnings management and tunneling through related party transactions.

In this paper, we use a sample of 131 Chinese listed firms in the basic materials industries such as mining, lumber, chemicals and building materials. We find that group-controlled firms report higher levels of related party transactions than those of non-group-controlled firms. In addition, group-controlled listed companies report an abnormally high level of related party sales when they have incentives to inflate earnings in order to meet government requirements for new equity offerings or to avoid delisting. Our stock return results suggest that the market considers these related party sales more as opportunistic, rather than enhancing efficiency. When listed companies have generated substantial free cash flows, they will divert the resources to their controlling shareholders by offering them generous credits. Finally, firms with more related party lending are associated with lower Tobin’s Q and market-to-book equity, which suggests that the market views related lending more as tunneling. These results are robust to alternative measures of related party sales and related lending.

The rest of the paper proceeds as follows. The next section discusses the institutional background of related party transactions in Chinese listed companies and reviews the relevant literature. Section 3 lays out the hypotheses. Section 4 presents the empirical findings. Section 5 discusses our sensitivity analyses, and section 6 concludes the paper.

2.Institutional Background and Literature Review

2.1Formation of corporate groups

Prior to China’s economic reform, all firms were under tight state control. Firms had no autonomy, as the government directed all aspects of their operation process. Markets for materials, products and labor were non-existent. Since China’s economic reforms in the 1980s, the highly centralized structure of state enterprises was found to be inflexible and a hindrance to economic growth. This led to China’s state-owned enterprise reform, which decentralized management decision rights to its state-owned firms, while allowing the government to remain as controlling

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owner.

In addition to granting firms more autonomy, the Chinese government has encouraged the establishment of corporate groups, after witnessing the successful experience of the Japanese Keiretsus and Korean Chaebols in the 1970s and 1980s (Keister, 2000). The government has formed bureaus to assemble firms in similar industries or closely related industries, assist them to develop trades and other relations, and build their administrative structures. This government policy is underpinned by sound economic reasoning that group firms may function more efficiently than non-group firms in underdeveloped market conditions like China. Coase’s (1937) argument that a firm is established when the cost of coordination within the firm is smaller than that of price mechanism can be extended to a group context. When external markets are not well developed, the formation of groups can help to improve efficiency and communication, identify and lock in partners, establish long-term business relations, reduce the environmental uncertainty (Cook, 1977), and increase member firms’ market power.4 Thus, driven by government directions and economic forces, some large groups were developed in the 1980s and 1990s, the largest of which consisted of primarily state-owned enterprises affiliated with the central government or provincial and municipal governments.

Not all firms in China belong to groups, however. In regions where state enterprises are poorly developed and small in scale, such as those in less developed inland provinces, firms report directly to a state asset management bureau (SAMB hereafter). Other non-group-controlled firms that are burgeoning in coastal regions are private businesses established by entrepreneurs, and township-village enterprises, which are under the supervision of the township or village governments. These firms are more likely to operate independently.

2.2Initial public offerings of state enterprises

The Chinese government continued to decentralize control of state enterprises by allowing partial privatization, as they sold a minority portion of ownership to private investors. This led to the creation of China’s stock markets in the early 1990s. Up to 2001, only about 1,160 out of a total of 369,000 state-owned firms were selected for listing in the stock exchanges.5 Each listed

4 Other institutional factors may also contribute to the formation of groups. Fisman and Khanna (1988) argue that the scale and scope of groups, and the de facto property rights enforcements within a group in weak legal environments, allow them to overcome difficulties that impair production in such underdeveloped economies.

5‘Communique on the Main Results of the Second National Census of Basic Units in China’ by National Bureau of Statistics of the People’s Republic of China, issued on January 17, 2003.

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firm went through a long and competitive approval process by the central government. Needless to say, the listing status is a valuable resource to companies for raising new capital.

This new opportunity to raise capital in stock exchanges creates strong incentives for state enterprises to engage in opportunistic activities. In order to qualify for listing and increase the offering price in the initial public offering (IPO), a state enterprise usually carves out selected profitable business units for the new issue. The unprofitable units, such as hospitals and schools for the employees and their families, are either retained by the original state enterprise, which becomes the parent or holding company after listing, or by an SAMB, which serves as a holding company of various IPO firms in the municipality. Aharony et al., (2000) document that state enterprises attempt to manage earnings to boost their chances of being selected for IPO, since earnings performance is a government stated criterion for listing. As a controlling shareholder, the parent or holding company may inject valuable assets to its listed subsidiary in order to boost earnings. Also, the parent company or other group-members may absorb unprofitable units from the listed company prior to listing. In return, the holding company expects future payoffs by siphoning profits or cash back from the listed company.

2.3The role of related party transactions

Many studies argue that formation of corporate groups and related party transactions among group members can help reduce transaction costs and enhance the enforcement of property rights and contracts (Coase 1937; Fisman and Khanna 1998; Fan and Goyal 2002; Khanna and Palepu 1997; Kim 2003; Shin and Park 1999). However, controlling shareholders can take advantage of these related dealings for opportunistic purposes. The Chinese listed state enterprises are particularly susceptible to engaging in earnings management and tunneling through related party transactions due to the institutional background associated with the IPOs. We will discuss how related party transactions, on the one hand, can benefit the group as a whole including all its shareholders, and on the other hand, be used by controlling owners to expropriate outside shareholders.

2.3.1Enhancing efficiency or opportunistic earnings management

Business groups are popular not only in China but around Asia. Claessens et al. (2002), report that almost 70 percent of listed companies in their sample of nine East Asian economies, are group-affiliated. Compared with independent firms, group members are more likely to be involved in internal factor markets, which result in related party transactions. On the one hand,

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these economic transactions might be optimal for all member firms within the group. On the other hand, the internal markets set up within the complex ownership and control structure of

group-affiliated firms may lead to greater agency problems and opportunistic earnings management (Claessens and Fan, 2003). Earnings management tends to be pervasive in emerging markets like China because private benefit of control is large while outside investor protection is weak (Leuz et al. 2003).

Prior research has devoted considerable efforts in investigating the incentives and ways of earnings management. However, most of these studies have focused on earnings management through financial reporting, especially, managing accounting accruals.6 There is also evidence that real transactions, rather than merely accounting manipulation, are involved in earnings management. Dechow and Sloan (1991) use firms’ R&D spending to study earnings management, while some other studies examine how banks time the realization of gains/losses on investment securities to manipulate earnings (Moyer 1990; Scholes et al. 1990; Beatty et al. 1995; Collin et al. 1995). There are also other studies that examine the distribution of reported earnings in order to detect earnings management (Burgstahler and Dichev, 1997 & 1998; Degeorge et al., 1999; Jiang and Wei, 1998). Although quite a lot of anecdotal evidence suggests that firms do use related party transactions to manage earnings, there is very little academic research that investigates this type of earnings manipulation activities.7

2.3.2Internal markets or tunneling

When external financing is scarce and uncertain, a corporate group maximizes the welfare and economic benefits of its entire group by allocating capital among member firms. Due to

poorly-developed external financial markets, the creation of internal markets within corporate groups can enhance resource allocation in developing economies (Khanna and Palepu, 1997).

6 Jones (1991) develops a model to estimate discretionary accruals as a measure of earnings management. Several recent papers have developed estimates of the unexpected components of specific accruals, such as depreciation estimates and bad debt provisions (Teoh et al., 1998c), bank loan loss provisions (Beaver et al. 1989; Moyer 1990; Scholes et al. 1990), property-casualty insurance claim loss reserves (Petroni 1992; Beaver and McNichols 1998) and deferred tax valuation allowances (Visvanathan 1998; Miller and Skinner 1998; Ayers 1998). A number of other studies focused on the contracting effects of changes in accounting methods, estimates, or accruals at a point in time (Healy and Palepu 1990; DeAngelo et al. 1994; Holthausen and Leftwich, 1983).

7 For example, it is reported (Security Market Week, April 6, 2002) that Nankai Gede (000537), a company listed on the Shenzhen Stock Exchange, is facing operating difficulties. This firm reported enormous profits in the years before 2002 with 99.9% of its sales from related party transactions. When the new accounting rule about related party transactions was implemented on December 21, 2001, any such sales with a mark-up of more than 20% above book value could no longer be counted towards profits and flow through the income statement. This new standard will significantly undermine Nankai Gede’s accounting performance after 2001.

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There has been more recent research evidence suggesting that comparing with unaffiliated firms, group-affiliated firms have a lower probability of liquidation by banks (Kim, forthcoming), are less sensitive to firms’ cash flows in investment decisions (Shin and Park, 1999), and have better performance when transfers of products and managerial expertise within the group increase (Chang and Hong, 2000).

However, there are greater agency problems associated with using internal markets inside a corporate group. Wolfenzon (1999), Bebchuk et al., (2000), and Shleifer and Wolfenzon (2002) present theoretical illustrations of such minority shareholder expropriation. Empirical evidence to date is far from conclusive on the benefits and costs of group-affiliation (Claessens and Fan, 2003). Claessens et al. (2000) report that the separation of ownership and control is negatively associated with firm valuation of East Asian listed companies. This evidence points to the market effects of possible minority shareholder expropriation. Other prior research confirms that in environments with limited protection of minority shareholder rights, the controlling shareholders bear the agency costs in the form of share price discounts and monitoring costs (Claessens et al., 2002; Lins, 2003; Black et al., 2002; Gompers et al., 2001).

Besides linking share price discounts and agency problems of group firms, there are two recent studies that offer more direct evidence of resource diversions within corporate groups. First, Bertrand et al. (2002) find that group members in India are less sensitive to industry profitability shocks but are more influenced by other members’ profitability level within the same group, suggesting possible diversion of profits among group members. Second, using a Korean sample, Bae et al., (2002) report significantly negative stock returns for Chaebol bidders who acquired poorly performing targets within the same group and/or with concentrated equity ownership by owner-managers. The authors regard this as tunneling evidence that firms belonging to business groups make takeover decisions that are beneficial only to controlling owners of the group at the expense of minority shareholders of the bidder firms.

In summary, most prior research has focused on the wealth effects of possible tunneling without directly examining how these tunneling activities are conducted. Studying related party transactions would provide more insight into how tunneling is done in a group context.

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3.Hypothesis Development

3.1Earnings management

As discussed in section 2, firms conduct related party transactions for two reasons. One is to minimize transaction costs, especially in underdeveloped markets like China. We refer to these as normal related party transactions. The other is to use related party transactions to manage earnings. We refer to these as abnormal related party transactions. In this paper, we consider two situations where firms would have incentives to manipulate earnings through abnormal related party transactions. First, firms want to inflate earnings to avoid reporting losses. In view of stakeholders’ use of information-processing heuristics and prospect theory, firms are reluctant to report a slightly negative earnings figure. They would rather manage earnings to stay just above zero (Burgstahler and Dichev, 1997). Perhaps a stronger incentive for China’s listed companies to manage earnings is that they will be under heavy government scrutiny or even subject to delisting if they report consecutive years of losses.8

Another situation when firms have strong incentives to manipulate earnings is rights issue offering. Subsequent to initial public offering, rights issue offering is an important source of funds for listed firms. In order to control the allocation of such key resources to listed firms, the China Securities Regulatory Commission (CSRC) has set bright line rules for rights issues. From 1996 to 1998, one of the basic requirements was that companies had to have a minimum of 10% ROE for the three consecutive years prior to the offering (CSRC Notice No.17, 1996). In 1999, the rule was modified to requiring an average ROE of at least 10% as well as a minimum of 6% in each of the three years prior to the offering (CSRC Notice No.12, 1999). Many prior studies provide evidence of listed companies managing earnings to reach the 10% mark (Chen and Yuan, 2001; Jiang and Wei, 1998; Chen, 1998; Haw et al., 1998; Chen et al., 2000). Despite of the modification from a 10% to a 6% minimum, it is reasonable to assume that listed companies still use 10% as a reference point. Though the new target only requires an average of 10% over three years, an apparently stable and persistent earnings pattern at around 10% over the three years sends a more positive signal to the market and regulators. In the later analyses, we classify firms with ROE from 0% to 1.5%, or from 10% to 11.5%, together with firms that have rights issue in the following year,

8 According to Article 157 of Company Law in China, if a listed company sustains losses for three consecutive years, it will be temporarily delisted by China Securities Regulatory Commission (CSRC) and subject to ‘particular transfer’ (the stock can only be traded in the stock exchange on Fridays) and other transfer limitations. If it sustains losses for two consecutive years, it will have ‘ST’ (special treatment) prefixed to its name as a warning.

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as firms with high incentives to inflate earnings, while the rest are classified as having low incentives to manage earnings.

In this paper, we focus on related party sales as a key related party transaction item for earnings management.9 Previous studies use non-core earnings (net income minus core operating earnings) to measure earnings management and implicitly assume core operating earnings as a measure of pre-managed earnings (Chen and Yuan, 2001).10 However, Khanna and Yafeh (2000) find that group-controlled firms can manipulate profits by adjusting either the volume or price of intra-group trade. When related party transactions, especially related party sales, are involved, operating earnings can be managed. A Chinese listed company can inflate its overall sales level by selling more products to its parent company. Hence, manipulation of operating earnings and non-operating earnings are alternative ways for meeting ROE targets.11 Firms can better conceal their opportunistic behavior by manipulating related party sales since such sales figure is disclosed only in the footnote (not in the income statement). Also, the normal and abnormal levels of related party sales cannot be easily distinguished.12 Because of reasons related to processing costs and cognitive limitations (Bloomfield 2002; Hirshleifer and Teoh 2002), it may be hard for investors to separate abnormal transactions from normal ones. Non-operating earnings, on the other hand, can catch the attention of investors and regulators, because they are often one-off items reported separately in the income statement. However, whether and to what extent the market can see through earnings manipulation through related party sales is an empirical issue, which will be examined in the next hypothesis. Perhaps a greater advantage of using related party items to inflate operating earnings is that it can escape government scrutiny. In the CSRC’s regulations for rights offerings issued in 1999, infrequent items such as gains and losses from investments and sales of

9 There are other types of recurring items besides sales and purchases with related parties, such as interest revenues and expenses, service revenues and expenses, rents, and sales and purchase commissions. They have similar patterns (not presented here) to the related party sales and purchases. Related party sales play the most important role in related party recurring revenue (on average 86.17% of total related party revenues), as related party purchases do in expenses (on average 82.05% of recurring related party expenses).

10 In China, operating earnings are divided into core and non-core operating earnings. Core operating earnings refer to revenues derived from a company's main or principal business less all associated expenses.

11 We use operating earnings instead of core operating earnings in all our reported results. Our conclusions remain qualitatively the same if we use core operating earnings.

12 Research on whether markets can see through disclosure items is far from conclusive. Archival studies find that stock prices reflect footnote information (Landsman 1986; Harris and Ohlson 1987; Barth 1994; Aboody et al., 2001), suggesting that investors view disclosed information as relevant and at least minimally reliable. However, several studies have concluded that prices partially ignore note disclosures, relative to the expected impact of this information (Harris and Ohlson, 1987; Landsman and Ohlson, 1990; Sami and Schwartz, 1992), and individuals do not adjust for financial statement ratios for disclosed items (Harper et al. 1987, 1991). In summary, the research indicates that investors discount information disclosed in the footnotes relative to information recognized on the face of financial

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fixed assets are not allowed to be included in ROE calculation, which suggests that government regulators regard non-recurring items as potential earnings management items. Our formal hypothesis is as follows:

H1: Listed companies will report more abnormal related party sales when they have incentives to inflate earnings.

Next, we want to examine whether the market applies a different valuation to related party sales than to non-related party sales. In an emerging market like China, setting up internal markets within the group can benefit all the member firms. Related party sales might be an important part in a firm’s normal business and hence contribute as importantly to the firm’s performance and return as do non-related party sales. However, if related party sales are misused by controlling owners for opportunistic earnings management purposes, the credibility and persistence of these sales numbers should be lower than that of non-related party sales, which are less subject to manipulation.

If managers have access to information that is not available to outside investors, the latter could not easily see through the earnings management (Teoh et al., 1998a; Teoh et al., 1998c; Sloan, 1996; Xie, 1998; Healy and Wahlen, 1999). In terms of related party transactions, investors might attach the same or similar value to related party sales as to non-related party sales. However, if there is adequate information about these transactions available to the market, investors should, to some extent, be able to detect these earnings management behaviors (Hirst and Hopkins, 1998). As a result, in the return-earnings regression, the association between returns and related party sales should be smaller than the association between returns and non-related party sales. Our formal hypothesis is as follows:

H2: The returns associated with related party sales are smaller than those associated with non-related party sales.

3.2Tunneling

Membership in groups can create values for firms that benefit all shareholders, but it can exacerbate the conflicts of interests between controlling shareholders and minority shareholders. Formation of groups may result in misallocation of capital among member firms, with cash flows generated by profitable members being invested in unprofitable ventures, even though this may

statements.

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not be in the interest of outside shareholders (Khanna and Palepu, 2000). Loans may well be an important mechanism by which stronger group members assist weaker members (Khanna and Yafeh, 2000). However, La Porta et al. (2002) find that corporate groups often channel loans at favorable terms from banks they control to member firms. In the China context, considering the sacrifice made by the parent companies during the IPO process, most of them have strong incentives to extract cash from their listed subsidiaries after the listing.13

Based on the stable and long-term relationships developed among group members, firms should have more assurance in the collection of related party loans. As a result, listed companies might offer larger amounts of credits to affiliated firms, and in return, they should receive reciprocal treatments from them. However, if credit offering is employed as a tool for tunneling, a listed company that offers generous credits to related parties does not necessarily receive the same credit terms from them. In other words, listed companies would lend more to their controlling owners and other related parties than borrow from them. The formal hypothesis is as follows: H3: Listed companies offer more credits to, than obtain credits from, related parties.

Following Jensen’s free cash flow theory (Jensen 1986), if a listed company is considered by its parent to be a provider of financial resources, it is natural to expect that once the listed firm accumulates extra funds, the parent company may have access to at least part of them. Moreover, when the listed companies have more cash, they can better afford to provide generous credits to affiliated firms. As a result, there should be a positive relation between the amount of funds the listed company accumulates and the credits offered to its related parties. The formal hypothesis is as follows:

H4: When listed companies accumulate more funds, they will lend more to related parties.

Researchers have investigated the relationship between firm valuation and the expropriation of minority shareholders. For example, Claessens et al. (1999) demonstrate that the separation of voting rights from cash-flow rights, through the use of pyramids and cross-shareholdings, is associated with lower firm valuation. Other studies find evidence that stock performance is related to the quality of corporate governance around the world (Black et al., 2002; Gompers et al., 2001; Klapper and Love, 2001; Durnev and Kim, 2002). Direct lending to controlling owners and their

13 For example, Jinan Qingqi (600698) offered over RMB two billion yuan to its shareholder Qingqi Group and other related parties by the end of 2001. It casts more doubts about these transactions when the related parties used physical assets instead of cash to pay back the debts in several installments (China Securities 2002-1-7).

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affiliates is one way that controlling owners divert resources for their own benefits. If this related lending is opportunistic and if investors can see through it, they would discount the share prices of firms that lend out relatively more to their controlling owners and other related parties.

H5: The market valuation is lower for companies with more related party lending than those with less related party lending.

4.Empirical Tests

4.1Sample and data

The sample in this study consists of China’s listed companies in the raw materials industry, which contains a relatively large number of firms with various types of ownership structures.14 All financial and ownership data are from the Genius database produced by Shenzhen Genius Information Technology Ltd, and the market data are from the Taiwan Economic Journal (TEJ) database. Only the 137 companies in the raw materials industry that had their IPO between 1997 and 2000 are included.15 Based on the first annual report following the IPO, we identified the largest shareholders and classified firms into three general types according to their largest shareholders: government-controlled firms are firms whose largest shareholder is a SAMB, group-controlled firms are firms whose largest shareholder is a state-owned group company,16 and the remaining firms are all labeled as others. The firms in the ‘others’ category are the firms held by local factories, joint ventures, nonprofit institutions and other non-state-owned entities.

Table 1 shows the sample composition. To minimize the effects of ownership change on related party transactions and earnings, the six firms that experienced the largest shareholder change during the sample period are excluded from the original sample of 137 firms that were listed between 1997 and 2000. If the firm’s largest shareholder changes during the sample period, it may be that no long-term trading relationship is established between the listed company and the

14 The industry classification is based on the industry analysis report in the 2001CITIC (China International Trust and Investment Corporation) Securities Co., Ltd. According to this classification, listed companies in China are in 14 general categories based on their revenue and profits structures, among which ‘raw materials’ has the code 15. When we compare it with the US SIC classification, it includes two-digit SIC codes 10 (metal mining), 24 (lumber and wood products), 26 (paper and allied products), 28 (chemicals and allied products), 30 (rubber and miscellaneous products), and 52 (building materials and garden supplies).

15 The regulation for disclosure of related party transaction was not in effect until January 1, 1997 and hence corresponding data are not available prior to that date.

16 State-owned groups are usually formed out of a number of related large-scale state-owned enterprises. Because of their planned economy tradition, they tend to have more related party transactions within the group. There is a handful

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shareholder. Moreover, the restructuring charges associated with the change in large shareholders might distort the earnings figures. Thus, the final sample is composed of 131 firms with 350 firm-year observations, with 12 government-controlled firms, 83 group-controlled firms, and 36 firms in the “others” category.

[Insert Table 1 Here]

4.2Descriptive statistics

Panel A of Table 2 provides the sample summary statistics. On average, group-controlled firms are larger in size, almost twice as big as non-group-controlled firms. This difference in size results from the evolution of Chinese state-owned enterprises.17 To control for size effect that might bias our later analysis, in addition to using either total assets or total sales as common deflator, we include the natural log of total assets as an additional independent variable in the regressions.

[Insert Table 2 Here]

The mean operating ROA is 3.08% for government-controlled firms versus 6.24% for group-controlled firms (the difference is significant at 0.01 level), and 6.96% for firms in the

‘others’ category (barely significantly different from that of group-controlled firms at 0.1 level). Consistent with prior research (Xu and Wang, 1999; Firth et al., 2002; Sun and Tong, 2003; Wang 2003), it appears that government-controlled firms have lower return on assets (both operating ROA and net ROA) than the other two types of firms. However, our evidence reported in a later section supports the conjecture that group-controlled firms use related party transactions to inflate ROA. Thus, unless we control for earnings manipulation due to related party transactions, using ROA or operating ROA to measure true accounting performance across different ownership types may introduce a bias.

Panel B of Table 2 presents the major shareholders’ ownership percentage. Group-controlled firms have more concentrated ownership – the largest shareholder holds on average 61.73% of total shares outstanding in the IPO year, while that of government-controlled firms holds only 43.68%, and for firms in the ‘others’ category, 46.73%. Among the second- to fifth-largest

of firms that are controlled by non-state-owned group companies which are classified under the “other” category. 17 According to the prospectus or annual reports, state-owned groups usually evolved from large state-owned plants or firms, developed with the blessing of the central or local government, and became key players in the region. One common statement that appears in these documents is: “this company (or group) was previously ranked as one of the top-tier large national firms, a ‘pillar’ enterprise in the area.”

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shareholders, those in group-controlled firms only hold around 5% of total shares, while those in the other two categories hold around 15% of the shares.18 The largest shareholder’s high ownership concentration in group-controlled firms may increase its ability to manipulate earnings and expropriate minority shareholders, since no competing shareholder exists to challenge or monitor his/her behavior. In later analysis, we combine the government-controlled firms with firms in the ‘others’ category as ‘non-group-controlled’ firms, since they have almost equal ownership concentration, and compared with group-controlled firms, fewer opportunities to manipulate earnings through related party transactions. Although the ownership data are from the IPO year, we believe that excluding the six firms that have changed largest shareholders has eliminated most of the significant ownership changes in the sample.

4.3General pattern of related party transactions

Related party transactions include items such as sales and purchases of products and materials, borrowing and lending, interests, rents, purchase and sales commissions, and exchange of fixed assets. In this paper, we focus only on recurring transactions because they belong to the normal operations of a company and manipulation of these transactions is hard to detect.

[Insert Figure 1 Here]

As depicted in Figure 1, the listed company’s related parties include its major shareholders (for simplicity only top two shareholders are shown in the figure), its major shareholders’ affiliates and its own affiliates. All transactions with the major shareholders and their affiliates are classified as related party transactions with the major shareholders. Another important related parties are affiliated companies where the listed companies own 20% to 50% shares and thus can ‘exert significant influence’ over them but do not consolidate their financial statements.19

[Insert Table 3 Here]

Panel A to D of Table 3 report the level (measured as a percentage of total assets) and frequency (measured as a percentage of firms that incur such transactions) of the four types of most frequently recurring related party transactions. There is clear evidence that most of the

18 The difference in shareholding percentage might result from the listing process of China’s companies. To each firm, the government gives a quota that specifies the exact number of shares to be issued in the stock market. If the firm is small (as most SAMB-controlled firms are) and cannot fully utilize the quota, it will be bundled together with other entities. These entities are invited to contribute physical assets and hold significant stakes in the listed firm.

19 Chinese listed companies use the ‘incomplete equity method’ in recognizing the earnings of these affiliated firms. Related party transactions between the listed companies and their affiliated firms are not offset in the earnings

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transactions occur between the listed entity and its largest shareholder or the shareholder’s affiliates. This is more so for group-controlled than for non-group-controlled firms. For example, over 95% of group-controlled companies’ total related party sales are directed to their largest shareholders, with a mean (median) of 11.09% (2.64%) of total assets. The non-group-controlled companies with sales directed to their largest shareholders make up only a mean (median) of 5.27% (0%) of total assets, and the difference is statistically significant (t=2.94 for mean; z=5.70 for median). The government-controlled firms have the lowest level and frequency of related party sales. Their mean level of related party sales to the largest shareholder is 0.06% of total assets (RMB 0.26 million), and only 7.5% of them have such transactions. It is worth noting that government-controlled firms, in comparison with group-controlled firms, have a higher level of related party transactions with associates where the listed companies hold 20%-50% shares. The difference, however, is not statistically significant. The proportions of sales to other related parties are not significantly different between group-controlled and non-group-controlled firms. If we add up each type of transaction with all related parties, group-controlled companies dominate the other two types in both level and frequency. A similar pattern exists for related party purchases, which is shown in Panel B of Table 3.

Panel C and D of Table 3 show the amounts of total credits offered to and received from related parties, respectively, and Panel E reports the net credits offered or received. Group-controlled firms are net lenders to their related parties, with a mean (median) of 4.09% (1.50%) of total assets as reported in Panel E. They tend to offer more trade credits and other lending (in the forms of trade accounts receivable, notes receivable, other receivables and prepayments) with a mean of 5.72% of total assets (Panel C) to their related parties than they borrow from them (in the form of trade accounts payable, notes payable and other payables) with a mean of 1.63% of total assets (Panel D), despite the fact that their mean related party purchases (15.19% of the total assets in Panel B) are higher than their sales (11.47% of the total assets in Panel A) to those parties. This suggests that group-controlled firms provide loans to their related parties above and beyond the trade credits resulting from related party sales and purchases. Although the non-group-controlled firms are shown to be net lenders as well, they are more likely related to trade credits because their mean related party sales (6.18% of total assets in Panel A) are higher than the mean related party purchases (4.73% of total assets in Panel B). In our later analyses, we will adjust for the level of related party sales and purchases when measuring the abnormal levels of related party lending and

recognition. Thus, they can use related party transactions with these firms to inflate earnings.

14

borrowing.

As evident in Table 3, most related party transactions are carried out between the listed firm and its major shareholders (at least 5% shareholding in the listed company) or these shareholders’ affiliates (ranging from 86% to 98% of respective related party transactions across the four types of related party items). In all later analyses, we consider only related party transactions with the major shareholders for two reasons. First, shareholders with less than 5% shares probably have very little influence on the firms’ operation decisions. The level of related party transactions between them and the listed companies are usually very low. For instance, the average sales to related parties other than shareholders with at least 5% ownership and associates are only 0.28% of total assets, compared to 8.90% with the largest shareholders. Second, shareholders with at least 5% shares in the listed company are likely to be more influential and have greater abilities to manage earnings through related party transactions. Concentrating on the related party transactions with these entities will increase the power of our tests. Related party transactions with listed companies’ associates are also excluded because their magnitudes are generally small. Hereafter, we define related parties as shareholders with more than 5% ownership and their affiliated companies.

4.4Using related party sales to manage earnings

In this subsection, we examine whether firms reported more related party sales when they have strong incentives to manage earnings. We focus on related party sales because it is the most significant recurring related party transaction item that has a direct impact on earnings. In the diagnostic section, we also examine related party purchases. We do not consider such items in the main analysis because we cannot accurately gauge how related party purchases directly affect cost of goods sold, which in turn determines net earnings.

In examining managerial optimism using related party sales, we need to separate sales that are part of normal operations and those that are abnormal or opportunistic. Due to differences in operational and institutional factors, different firms have different normal levels of related party sales. We use the firm’s own mean related party sales (as the percentage of total sales) over the sampling period as a proxy for its normal sales level20 and use the actual level minus the normal level to proxy abnormal related party sales. A positive number indicates a higher related party

20 Annual medians of related party sales for group-controlled firms and non-group-controlled firms are used as alternative proxies for normal related party sales for firms of that specific type. The results are qualitatively the same.

15

sales level than the firm’s own average (a sign that the related party sales might be managed upward) while a negative number implies the opposite. Since we need to calculate the average percentage of related party sales for each firm, we only include firms with at least two years of observations in the analysis.

Table 4 presents a two-by-two analysis (DeFond and Park, 1997) of abnormal related party sales (sales of products, materials, and utilities) according to earnings management incentives and the level of non-operating earnings. The columns partition the sample by the incentives to manage earnings, as defined in section 3. Firms with ROE between 0 and 1.5% or between 10% and 11.5%, and firms with rights issue in the next year are classified as firms with high incentives to manage earnings. The rest are classified as firms with low incentives to manage earnings. The rows partition the sample by the level of non-operating ROE, an earnings management alternative used in the literature.21 With high incentives to manage earnings, a firm may use more related party sales to push up earnings if the option of using non-operating earnings is less readily available. We predict that firms with high manipulating incentives and low non-operating ROE, which are firms falling in cell (iii) of the table, are most likely to inflate their related party sales (i.e. have higher abnormal related party sales). For the full sample (Panel A), the higher the non-operating ROE level, the lower the level of abnormal related party sales, suggesting that there is a substitution effect between the two earnings management methods (t =1.97, Wilcoxon z =2.4086). Similarly, higher incentives to manage earnings are associated with higher levels of abnormal related party sales, but the difference is not statistically significant. The pattern is more obvious if we take a closer look at each cell of the table. Consistent with H1, firms with higher incentives to manage earnings and lower non-operating ROE (cell (iii)) have significantly positive abnormal related party sales (t =1.986, p =0.05), while no other cells report positive abnormal related party sales.

[Insert Table 4 Here]

Panel B and C of Table 4 report results using group-controlled firms sample and

non-group-controlled firms sample, respectively. Evidence in Panel B suggests that

group-controlled firms treat recurring related party sales and non-operating earnings management as two alternative means of earnings management, when there are strong incentives to manage earnings upward. For example, when a group-controlled firm’s earnings management incentives

21 Compared to related party sales, it is probably easier to detect earnings management using non-operating earnings items. However, prior research has documented that Chinese firms did use this method to manipulate ROE (Chen and Yuan, 2001).

16

are high and its non-operating ROE is relatively low, the firm’s abnormal related party sales level is statistically significantly positive (t=2.5031, p=0.02). We do not find a similar pattern among non-group-controlled firms.

One concern in our two-by-two analysis of abnormal related party sales is that we happened to pick up the observations with high operating earnings in cell (iii), causing a spurious relationship between earnings management incentives and abnormal related party sales. The pattern in Table 4 might simply result from a positive mechanical relation between operating ROE and related party sales.22 As a diagnostic analysis (Appendix I), we conduct a two-by-two analysis on operating ROE (adjusted by annual sample median). There is a negative correlation between the operating ROE and non-operating ROE; but the firms with higher incentives to manage earnings do not have significantly higher operating ROE. This suggests that the abnormal related party sales results in Table 4 are unlikely to be driven by its spurious correlation with operating ROE.

In summary, our evidence consistently supports H1 that when Chinese listed firms have strong incentives to manage earnings and when the alternative earnings opportunity (non-operating earnings) is less readily available, they are more likely to use abnormal related party sales to inflate earnings.

4.5 Market valuation of related party sales and non-related party sales

Next, we examine whether the market applies the same valuation to related party sales as to non-related party sales. Prior research has investigated the relations between annual stock returns and different components of accounting earnings for assessing the persistence and value relevance of these components. For example, Subramanyam (1996) demonstrates how the stock market prices non-discretionary accruals, discretionary accruals and operating cash flows. In a similar manner, we decompose the net income into four parts. The first three components constitute operating earnings: sales to non-related parties (Non_RP sales), sales to related parties (RP sales), and cost of goods sold (COGS). The last component is net income minus operating earnings (NIMOE). Obviously, these four components sum to net income (NI), that is:

NI= Non-RP sales + RP sales – COGS + NIMOE

The main focus is to see if there is any significant difference in the pricing of related party

22 Univariate tests show that there is a positive correlation between related party sales (as a percentage of total sales) and operating ROE: the Pearson correlation of these two variables is 0.0968 (p =0.0864, marginally significant),

17

18

sales and non-related party sales.23 The regression model is as follows:

it it it it it

it it it it ts FixedEffec Lev SIZE BM NIMOE COGS RPsales NonRPsales CAR εβββββββα++×+×+×+×+×+×+×+=)(7654321 (1)

where, for firm i

CAR it = cumulative net-of-market twelve-month stock return at year t (April in year t to March in year t+1);

RPsales it = sales revenue from related parties at year t divided by market value of equity 24

at the beginning of

year t;

NonRPsales it = sales revenue from non-related parties at year t divided by market value of equity at the

beginning of year t;

COGS it = cost of goods sold at year t divided by market value of equity at the beginning of year t;

NIMOE it = net income minus operating earnings at year t divided by market value of equity at the beginning of

year t;

BM it = book value of equity at the end of year t divided by market value of equity at the end of March in year

t+1;

Size it = natural logarithm of book value of total assets at the end of year t;

Lev it = total liability divided by total assets at the end of year t;

Fixed Effects = dummy variables controlling for fixed effects of calendar years; εit = error term at year t.

Fama and French (1992) suggest that size and book-to-market equity (BM) provide a simple

and powerful characterization of the cross-section of average stock returns. Collins and Kothari

(1989) suggest that growth opportunities are likely to be positively associated with future earnings levels and earnings persistence. The higher the book-to-market ratio, the lower the expected

earnings growth and earnings persistence. In addition, the book to market ratio may also reflect

firm risks, which will weaken the earnings-return association. High growth firms are usually more risky, which might result in a high book-to-market ratio and a low earnings-return association.

Hence, book-to-market ratio and natural log of total assets, a proxy for size, are included in the

model as control variables. We also incorporate leverage ratio (Lev), which proxies for default risk which indicates on average, related party sales generate higher than average returns. 23 Here earning levels instead of earning changes are used in the return-earnings regression. This is consistent with

Ohlson and Shroff (1992), which shows that the earnings levels variable could have higher explanatory power for

returns, even though earnings follow a random walk. 24 The market value of equity here is calculated as the total number of shares multiplies the price per share in the stock

(Dhaliwal et al., 1991), in the regression.

We run a GMM regression in order to control for possible heteroscedasticity. The results are reported in Table 5. In the pooled regression with 240 firm-year observations (column one), the coefficients on both related party sales and non-related party sales are positive (β1=3.903,

β2=3.550) and statistically significant (p1=0.003, p2=0.007), suggesting that related party sales, as well as non-related party sales, are value relevant in determining stock returns. One possible explanation is that while related party transactions are generally opportunistic, some are conducted to increase firm efficiency. Transactions that increase firm efficiency are credible and recognized by investors, and hence their relation with stock returns is positive and statistically significant. An alternative interpretation is that even though most related party sales are manipulated, the investors are not sophisticated enough to fully discount this manipulation. However, consistent with the prediction of H2, the magnitude of the coefficient of related party sales is significantly smaller than that of non-related party sales (F=8.150, p=0.004), which indicates that investors tend to have higher discounts on related party sales than non-related party sales.

[Insert Table 5 Here]

The correlation analysis indicates that cost of goods sold (COGS) is highly correlated with other independent variables, and could cause multicollinearity problems.25 Thus, COGS is dropped from the regression model and the result is reported in column two of Table 5. The difference in coefficients on related party sales and non-related party sales remains statistically significant (F=11.910, p=0.001), and the magnitude of the coefficient of non-related party sales is more than double that of related party sales. The increase in economic significance for the difference in coefficients implies that firms may also manipulate cost of goods sold through related party purchases. In the diagnostic section, we present regression results using related and non-related party purchases instead of cost of goods sold.

To investigate whether the markets price related party sales of group-controlled firms differently from those of non-group-controlled firms, a group dummy is added to the regression

market.

25 Tolerance (TOL) = 0.00250. This measures the strength of inter-relationships among the explanatory variables in the model. It is 1-R2 for the R2 that results from the regression of explanatory variable on the other explanatory variables in the model. If all variables are orthogonal to each other, tolerance should be 1. If a variable is closely related to other variables, the tolerance goes to 0.

19

石油行业英文缩写汇总

3DLO 3D long offset seismic survey三维长偏移距野外资料采集 3DHR-HR 3D High resolution –high ???seismic survey 三维高分辨－高密野外资料采集。AAC = adjusted AC; ABI inclination at the drill bit AC acoustic 声波时差 ACN =adjusted CN; ADN Azimuthal neotron density AIT* Array Induction Imager Tool A&S admistration&service AHC Ascendant Hierarchical Clustering ARC Induction Resistivity GR annulus pressure ingrated tool ARI Azimuth resistivity imager方位电阻率成像测井仪 APD Elevation of Depth Reference (LMF) above Permanent Datum APWD apparatus whle drilling ASI Array seismic imager阵列地震成像仪 A VG: Average A VO Amplitude Versus Offset(Amplitude variation with offset calibration)振幅-炮检距 关系 AZI: Azimuth (deg) BBC Buy Back Contract BGG: Background Gas (%) BGP 物探局 BHFP bottomhole flowing pressure BHS :Borehole Status BHT :Bottom Hole Temperature BHTA 声波幅度 BHTT 声波返回时间 BLWH Blue White BML below mud line BOP Blow out preventer BOP stack 防喷器组 BS Bit Size BSW basic?? saturation water(综合含水) CAL borehole diameter 井径 CAST 声波扫描成像测井仪 CBI Central Bank of Iran CBIL 井周声波成像 CBL Cement Bond Log CC correlation coefficient CCAL common core analysis常规岩心分析 CCL Casing Collar Locator CCM Contractors Committee Meeting CDF cumulative density function CDF Calibrated Downhole Force

生产制造英文缩写

EVT(Engineering Verification Test)工程验证测试阶段 DVT(Design Verification Test)设计验证测试阶段 DMT（Design Maturity Test）成熟度验证 MVT（Mass-Production Verification Test）量产验证测试 PVT(Production/Process Verification Test)生产/制程验证测试阶段MP(Mass Production)量产 工程师类: PE: Product Engineer 产品工程师 Process Engineer 制程工程师 ME: Mechanical Engineer 机构工程师 IE：Industrial Engineer 工业工程师 QE: Quality Engineer 品质工程师 SQESupplier Quality Engineer供货商质量工程师 QC quality control 品质管理人员 FQC final quality control 终点质量管理人员 IPQC in process quality control 制程中的质量管理人员 OQC output quality control 最终出货质量管理人员

IQC incoming quality control 进料质量管理人员TQC total quality control 全面质量管理 POC passage quality control 段检人员 QA quality assurance 质量保证人员 OQA output quality assurance 出货质量保证人员 QE quality engineering 品质工程人员 TE Test Engineer 测试工程师 AE Automatic Engineer 自动化工程师 研发类: R&D Research & Design 设计开发部 ID (Industry Design)工业设计 MD (Mechanical Design)结构设计 HW(Hardware) 硬件设计 SW(Software)软件设计 PDM Product Data Management 产品数据管理 PLM product lifecycle management 产品生命周期管理电子设计:

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