ABSTRACT

　　Earnings management is a common phenomenon in the capital market. Accordingto domestic and overseas studies, firms' strong incentive to manipulate earnings arisefrom avoiding reporting annual losses, and from stock market pressure to meet analystexpectations, etc.

　　With the development of law and regulation system, and the rising regulatorypressure, firms have switched from accrual-based to real earnings management methods.

　　Compared with accrual-based earnings management, real activities manipulationaccomplished by normal operational practices is relatively less risky, although this twokinds of methods do not violate accounting standards.

　　In the structure of corporate governance, CFO serves as a strategy managergradually. The accounting system is totally controlled by them, and the company'sstrategic decisions and executions are affected by them. In light of upper echelonstheory, the background of different CFOs have an impact on company's strategicdecisions. Firms appoint to the position of CFO personnel who has the workingexperience of auditor. The CFO's specialized knowledge of the accounting systems andpolicies can enhance his or her ability to ensure proper accounting treatment. To inspireconfidence from the board of directors, a new CFO needs to show significant progressin his or her early appointments. In this circumstance, earnings management canbecome a way to manipulate earnings. And given real activities manipulation has thefeatures such as concealing, less risky, the CFO's prior experience as auditors may havesome impact on the choice between real activities manipulation and accrual-basedearnings management.

　　To analyze the influence of CFO's working experience as auditor in the choicebetween accrual-based earnings management and real activities earnings management,firms from 2002 to 2011 with CFO turnover are selected as sample. I did multipleregression from both horizontal and vertical dimensions. In horizontal analysis,compared with the firms that new CFO has no auditor background, firms that new CFOhas auditor background have a high level of real activities earnings management. Invertical analysis, the firms that new CFOs has auditor background have a high level ofreal activities earnings management, while the level of earnings management does notchange in the firms that new CFO has no auditor background.

　　In addition, I did multiple regression from the actual controller perspective and theregulatory environment perspective. From the point of actual controller, I find that CFOwith auditor background have no influence on the choice of earnings managementmethod in the state-owned firms. On the other hand, in non-state firms, compared withthe firms that new CFO has no auditor background, firms that new CFO has auditorbackground have a high level of real activities earnings management. From the point ofregulatory environment, I find that CFOs with auditor background have no influence inthe period before the enforcement of new accounting standards. But after theenforcement of new accounting standards, compared with the firms that new CFO hasno auditor background, firms that new CFO has auditor background have a high level ofreal activities earnings management.

　　Therefore, the conclusion of my dissertation is as follows:compared with the firmsthat new CFO has no auditor background, firms that new CFO has auditor backgroundhave a high level of real activities manipulation. The conclusion will be more obvious innon-state firms and in the period after the enforcement of new accounting standards.

　　ABSTRACT

　　Zhejiang Province as an important part of the country has contributed a great dealof strength for the country's economic construction. The listed companies on behalf oflocal business groups play an important role in addressing employment and increasingtax revenue. Senior managers are important human resources in a company, and theyhave a pivotal role in the company's development of strategic decision-making. Itneeds to be explored for the effect of the various background characteristics ofexecutives of listed companies on the company performance level, and to study it maybe the reality of senior executives selection and appointment for reference value.

　　Therefore, the paper focuses on the relationship between the background features ofexecutives of Zhejiang listed companies and enterprise performance.

　　In this paper, the research is based on the upper echelons theory, social capitaltheory and agency theory, combined with a large number of relevant documents,defining the nature of property rights, the concept of executive backgroundcharacteristics and enterprise performance. The listed companies in Zhejiang provinceare divided into different parts according to the nature of property rights, which arecalled state-owned enterprises and private enterprises. The executive backgroundcharacteristics are defined as the proportion of female executives, the age ofexecutives , the education of executives, the proportion of executive share holdings,and the separation case of the job between stake president and general manager. Thebackground features of state-owned and private enterprises executives are analyzed.

　　and financial condition for nearly three years are analyzed too. In order to better reflectthe level of performance objectively and reasonably, we build a comprehensiveenterprise performance evaluation expressions using the factor analysis. Throughdescriptive statistical analysis, correlation analysis and multiple linear regressionanalysis, we have examined the relationship between the background characteristics ofexecutives of listed state-owned enterprises and private enterprises in ZhejiangProvince and enterprise performance .

　　Empirical research on the full sample by state-owned and private enterprises, wefound both consistent results: the proportion of female executives and corporateperformance is significantly negatively correlated, the age of executives, the educationof executives and the separation case of jobs between the stake president and generalmanager and enterprise performance are significantly positively correlated, theproportion of executive shareholdings and corporate performance is related but notsignificant. Although the empirical results of the whole sample are same, but thebackground characteristics of executives and corporate performance may have adifferent relationship between different performance levels of companies. Continuingto study, according to the performance level of good order, the state-owned enterprisesand private enterprises are evenly divided into three groups: better performance,general performance and poor performance. Each group are regressed analysis. Theresults show: the different level of performance between the same nature of propertyrights under the groups, the regression results were different for each group, and withthe full sample regression results are also different ; and the same level of performancebetween the different nature of property rights under the groups, the regression resultsare different too. Because each performance level of the company has its owncharacteristics, maybe it is not appropriate for other companies to choice the samepolicy with the better performed company when selecting and appointing seniorexecutives. Finally, according to the regression results in each group, considering eachcompany's own performance level, according to the characteristics of each type ofstate-owned enterprises and private enterprises, we propose specificrecommendations and point out the limitations of this paper.

　　ABSTRACT

　　With the non-tradable shares reform and perfection of China's stock issuingsystem, private equity placements have become the main way of re-financing of the listcompany. Private equity placements have become the preferred choice for the listcompany considering re-financing with strong operability, high value-added benefits,convenient procedure, low entry cost, less expenditure.? From the perspective ofenterprise itself, can be realized by attracting strategic investors to purchase listedcompany as a whole;? can also by adjusting ownership structure to improve theeffectiveness of corporate governance;?can also by realizing financing and debt in theshort term to improve the companies in financial distress.?Along with the improvementof our capital market reform, protecting the interests of the investors have also been onthe schedule, becoming an important goal of regulatory.? Admittedly, China's capitalmarket is not mature enough. In order to further optimize the structure of investors,government supporting the development of institutional investors in China, alsoattracting foreign investors to enter the Chinese market gradually.? Therefore, thegovernment issued a series of supporting policies, encouraging investors to participatein the financing of the enterprise financing decision and the internal controlmanagement, to standardize related decision-making behavior of controllingshareholders and corporate executives.? Benefiting from these policies and measuresissued timely, characteristics of investors increasingly have significant influence on thedecision-making behavior of enterprise.?In recent years, domestic media revealed partof equity financing of listed companies encumbered, in addition to investment projectitself lack of sustained profitability, the deviation of judgment by management oncharacteristics of investors.?In the design for equity financing of listed companies, haveto think about the likely impact of investors features. On this basis, study on privateequity placements and characteristics of investors have a profound practicalsignificance.? Since<Measures for the management of securities issuance of listedcompanies> promulgated by China Securities Regulatory Commission （CSRC），academic study on private equity placements has become the focus of the companyequity financing research. Making a rational judgment on the relationship of privateequity placements and characteristics of investors has been a new research direction,which attracts more and more attention of scholars. On the basis of study the literatureof private equity placements, we found that the domestic research focused mainly onthe announcement effect of private equity placement,?motivation analysis of enterpriseand analysis on the phenomenon that the actual control of the shareholders see privateequity placement just as tunneling. According to this, on the base of empirical evidenceof listed companies, analyze and summarize the relationship of objects of privateequity placement and corporate performance. Thus a comprehensive understanding canbe got that non-public issuance having impact on company's long-term performance.

　　Gaining knowledge and experience from practice can also enrich and perfect thetheoretical basis of private equity placement, in addition to, have a positive guidingrole to financing activity in our country capital market.

　　Based on the asymmetric information hypothesis, the principal-agent theory,supervision effect hypothesis, defensive hypothesis as the theoretical basis forempirical research, excessive concentration of equity will give rise to actual controlshareholders manipulating the possibility of corporate governance, so as to damage thesmall and medium-sized shareholders profit.? Core trade association shareholders arelimitedly rational. Related party transaction is a tool for tunneling. In order to achievethe personal interests and introduce passive investors, management prevents enteringactive investors. Compared with above three types investors, outside investor dependsmore on public information, can be more objective for the company to makepredictions. Therefore, objects of private equity placement inevitably contact withcorporate performance, and offering to different investors will bring different influenceto corporate performance.

　　This paper selected A-share listed companies which approved by CSRC andsuccessfully issued from 2011 to 2013 as empirical sample. From the perspective ofinvestors heterogeneous beliefs, combined with non-public announcement of listedcompanies, objects of private equity placement can be divided into four categories: （1）Only the shareholder participation in corporate governance（CGS）；（2） Relatedtransaction shareholder（RTS）；（3）Director, supervisors and senior management（DSM）；（4） External investors （OUT）。Above four types are explained variable. Thispaper from debt paying ability, profit ability, operating ability, growth ability and cashflow ability this five aspects, selected representative financial indicators to build ascore model about corporate performance, and the score is calculated to measure thecompany's performance, as explained variable. In addition to, scale of company,financial leverage, operating leverage and return on stocks can be regard as controlvariables in order to test the purchase object with the company's operating performanceof multiple regression analysis. Through the method of regression analysis to verify thehypothesis is put forward, so as to demonstrate the directional issuance object existsbetween the inevitable contacts with corporate performance. Through regressionanalysis, we can draw the conclusion: consider participating in corporate governancewithout related transactions of shareholders, the management of the core businessscope of shareholders, directors, supervisors and senior management has adverse effecton the corporate performance. However, for the outside investors unrelated directionalissuance has a beneficial effect on corporate performance.

　　Paper based on the background of private rights, to information asymmetryhypothesis and supervising the hypothesis and defense hypothesis as the theoreticalbasis, which leads to the orientation object of rights and corporate performancecorrelation research, and to improve the public issuance of equity financing methods,reduce large shareholders and minority shareholders proxy conflict, provides a way toimprove company performance.