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本研究探討私募對企業經營績效之影響，分別檢驗五種類型應募人之私募，其企業經營績效是否因私募而獲得顯著改善。本文採用配對t檢定，檢驗當應募人分別為策略投資人、內部人、積極投資人、消極投資人及單一投資人時，公司之經營績效於私募前後一年是否有顯著差異，並以營運現金流量報酬率、資產報酬率、股東權益報酬率及公司價值作為績效指標進行迴歸分析，探討不同類型應募人之私募，對經營績效之影響有何不同。 實證結果發現，私募會因應募人之不同，而對經營績效產生不同的影響。當應募人為策略投資人、內部人、積極投資人或單一投資人時，公司私募後一年的經營績效比私募前一年的績效好，表示當應募人為該四類投資人時，四項經營績效衡量指標皆顯示，私募會正面影響公司之經營績效；而當應募人為消極投資人時，私募對公司營運現金流量會造成負面的影響。 / This study classifies private placement investors into five types including strategic investors, insiders, active investors, passive investors, and single investors to investigate whether firm performance has been improved after issuing private placement. I use two-sample paired t-test to examine whether the performance is different between pre-placement and post-placement under each type of private placement investors, and use regression approach to analyze the impact of private placement investors on firm performance measured by operating cash flow returns, returns on assets, returns on equity, and Tobin’s Q. The evidence shows that the impact on performance varies with private placement investors. Firms have better performance after issuing private placement when the private placement investors are strategic investors, insiders, active investors, and single investors. On the contrary, when the private placement investors are passive investors, firms have poorer operating cash flow returns.

Since its debut in 2002 in Taiwan, private placement has become more and more popular for the corporate to collect capital in the market. However, because of its divergent characteristics and loose regulations, it has also aroused a great number of controversies so far. This study concentrates on the companies collecting capital by private placement from 2002 to 2007 and examines if obvious discount or premium on placement price existed in these cases. In addition, the study also examines the correlation between the degree of placement discount (premium) and firm characteristics. Finally, it will also be discussed if placement discount (premium) causes positive or negative effect on cumulative abnormal return of the firms. The empirical results show that on average a premium exists in placement price in Taiwan. As for firms¡¦ characteristics, financial crisis, free cash flow, and times of placement have a positive correlation with the discount (premium) degree. Two out of three intangible variables also show a positive correlation with the discount (premium). degree. Finally, the degree of discount (premium) is not significantly correlated with long-term cumulative abnormal return of private placed firms.

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There are more and more enterprises using private placement after private placement is permitted in Taiwan in 2002. It shows that private placement is becoming one choice for public companies to raise capital. The study examines the announce effect of private placement, the one year stock price performance after private placement, variables related to stock price performance after private placement, and earning management in private placement. The results of the study as follows¡G 1.Public enterprises¡¦ private placement did not have a significant announcement effect; it maybe because that most public enterprises with private placement were small enterprises, when they announced private placement did not catch investors attentions. 2.Insiders know more information than general investors, and most private placement rose from insiders. It maybe shows that insiders think enterprises would get better after private placement. So insiders got major portion of private placement maybe the reason of the significant positive of one year stock price performance after private placement. 3.In regression analysis, firm size and stock price performance present significant negative relationship, the ratio of insiders and institutions has significant positive relationship with stock price performance. 4.The study did not find enterprises through earning management lure investors to attend private placement.

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abstract: Private placement is an important financing tool for listed companies in China, and the lock-up arrangement is its supporting system. The Efficient Market Hypothesis suggests that, if investor expectations are unbiased, there will be no abnormal fluctuations in the stock prices of listed companies before and after the unlocking day. However, around the time of the unlocking of private placement shares, the stock prices generally show a V-shaped pattern. Through the empirical analysis of the Chinese A-share stocks from May 8th,2006 to December 31st, 2016, I found that from the 40th day before the unlocking day to the 90th day after, the stock price showed an evident first-downward-then upward trend. The lowest price appeared near the unlocking day. Meanwhile, the greater stocks fall before the unlocking day, the greater prices rise after that. The characteristics of the distinctive difference between the stock prices before and after the unlocking day can provide investment opportunities. By reviewing research on investor behavior, this paper suggests that the V-shaped pattern can be explained by the influence of investors’ psychological factors on their trading behavior. The general performance of the stocks before the unlocking day is negative due to the increasing uncertainty perceived by investors. After the unlocking day, the uncertainty gradually disappears and the stock rebounds. In addition, I found that stock returns during the lock-up period, shareholder background, and the length of lock-up period also had significant impacts on the V-shaped price trend. / Dissertation/Thesis / Doctoral Dissertation Business Administration 2018

Since 2000, the Chinese securities market has introduced private placement refinancing programs from foreign markets. Private placement has gradually emerged as an important refinancing method for domestic listed companies in China. However, any emerging financing means has some drawbacks. In the case of the newly introduced private placements, its manifestation in the Chinese market is the significant fluctuations of stock prices before and after the expiration dates of the lockup periods for stocks issued through private placement and announcements of private placement plans (disclosure plans, receiving approval from the China Securities Regulatory Commission, etc.) and even significant declines, resulting in most investors suffering unexpected losses. Scholars abroad have conducted several systematic and extensive studies on private placement. However, owing to the short history of private placement practice in China and its unique features, research on this subject is limited. With its gradual maturity, the private placement practice has gradually emerged as important means of financing consideration for listed companies in China. Therefore, in-depth research on the effects of private placements becomes essential.From 2013 to 2016, the domestic private placement market was wisely popular. By the end of 2016, the number of private placement projects, the amount of investment, and number of unlocked stocks had reached the peak. The release of large amounts of money significantly impacted the market. Investors observed the impact of the unlocked stocks on excess returns. Moreover, the company’s announcement before and after the lock-in period expiration has a psychological effect on investors, thus affecting their investment behaviors. Therefore, this empirical study focuses on the two types of impacts: excess returns and announcement effects. This study selected the data of unlocking through private placement of A shares in 2013–2016 as the sample and adopted statistical methods to analyze changes in excess return over the Shanghai and Shenzhen 300 Index of 10 days before and after the lock-in period expiration date of private placements. It is found that the negative impact of unlocking on the stock price is mainly reflected before unlocking, especially in the 5 trading days before unlocking. The negative impact is not significant after unlocking. Then, by grouping comparison, it is shown that for stocks with different market capitalizations, company ownership structures, and percentages of unlocked stocks over total shares outstanding, there are significant differences in the cumulative excess returns before and after the lock-in period expiration dates. For further verification, this study applies multiple regressions on the influencing factors of the cumulative excess return of stocks before, during, and after unlocking, indicating that the level of market capitalization of the stock, company ownership structure, and the percentage of unlocked stock indeed exert a negative impact. Therefore, it is confirmed that investors can formulate the best trading strategy before and after unlocking, based on factors such as market capitalization, company ownership structure, and percentages of unlocked stock. Finally, a case study of Huangshan Tourism is carried out to further support the conclusion of the empirical analysis. / Business Administration/Finance

本研究以民國91年至97年私募增資之上市(櫃)公司為研究對象，探討私募折價幅度與自我利益及公司治理之關連。 研究結果發現，私募期間過長或私募比例越高，則折價幅度越大，此外當應募人為公司內部人，且私募期間過長，其折價幅度越嚴重。顯示若私募期間過於冗長，則有心人士從中操控股價，套利的空間及能力越大，特別是公司內部人基於資訊的優勢，圖利自我的能力會較其他類型之應募人強。若再輔以大量的私募股份，即可從其他股東竊取大量的資產，對小股東傷害甚深。 有關公司治理方面，董(監)持股比例越高，則折價幅度越大；設有獨立外部董(監)事之公司，其折價幅度較小；而控制股東擔任董(監)事席次的比例與折價幅度則呈反向關係。顯示相較之下，外部獨立董(監)事是較佳的公司治理機制，能夠有效保障小股東之權益。 / This study examines the effects of self-dealing and corporate governance on price discount in private placement. Three main findings are as follows. The volume of private equity offering and the offering duration are both positively associated with price discount. When private equity is offered to insiders with long duration, it creates a compound effect, thus making price even lower. However, the existence of independent directors or supervisors is negatively associated with price discount. The evidence shows that regulations on corporate governance could lessen self-dealing and board with independent directors or supervisors provides a better corporate governance mechanism on pricing in private placement to protect shareholders’ interest.