C. Private Equity Cheat Sheet --Chinese version 080822

前言学弟学妹们,当你们看到这篇复习资料的时候, 学长已经在文档上传的当天上午参加了国际金融的考试, 本复习资料主要针对对象为成都信息工程学院(CUIT)英语系大三学生, 且立足教材也基于托马斯·A ·普格尔(Thomas A. Pugel)先生所著国际金融英文版·第15版, 其他版本或者相似教材也可作为参考, 本资料的整理除了参考维基百科,百度百科以及MBA 智库百科,当然最重要的是我们老师的课件. 为了帮助同学们顺利通过考试, 当然是拿到高分, 希望此资料能够帮助你们节省时间, 达到高效复习的效果.外国语学院2011级,陈爵歌(Louis) 2014年1月6日晚于宿舍 Chapter 2Transnationality Index (跨国化指数)(TNI ) is a means of ranking multinational corporations that is employed by economists and politicians. (反映跨国公司海外经营活动的经济强度，是衡量海外业务在公司整体业务中地位的重要指标) Foreign assets to total assets(外国资产占总资产比)Foreign sales to total sales(海外销售占总销售)Foreign employees to total employees(外籍雇员占总雇员)跨国化指数的构成联合国跨国公司与投资司使用的跨国化指数由三个指标构成：国外资产对公司总资产的百分比；国外销售对公司总销售的百分比；国外雇员人数对公司雇员总人数的百分比关于TNI 的计算公式:International Economic Integration( 国际经济一体化)International economic integration refers to the extent and strength of real -sector and financial -sector linkages among national economies.(国际经济一体化是指两个或两个以上的国家在现有生产力发展水平和国际分工的基础上，由政府间通过协商缔结条约，让渡一定的国家主权，建立两国或多国的经济联盟，从而使经济达到某种程度的结合以提高其在国际经济中的地位)Real Sector(实际经济部门): The sector of the economy engaged in the production and sale of goods and services(指物质的、精神的产品和服务的生产、流通等经济活动。

Exercises twelveI. Answer following questions1.What does stock mean?A type of security that signifies ownership in a corporation representsa claim on part of the corporation's assets and earnings.2. What does dividend mean?The dividend is a distribution of a portion of a company's earnings, decided by the board of directors, to a class of its shareholders. The dividend is most often quoted in terms of the dollar amount each share receives (dividends per share). It can also be quoted in terms of a percent of the current market price, referred to as dividend yield.3. What Does Equity Mean?A stock or any other security represents an ownership interest. On a company's balance sheet, the amount of the funds contributed by the owners (the stockholders) plus the retained earnings (or losses), also referred to as "shareholders' equity". In the context of margin trading, the value of securities in a margin account minus what has been borrowed from the brokerage. In the context of real estate, the difference between the current market value of the property and the amount the owner still owes on the mortgage. It is the amount that the owner would receive after selling a property and paying off the mortgage. In terms of investment strategies, equity (stocks) is one of the principal asset classes. The other two are fixed-income (bonds) and cash/cash-equivalents. These are used in asset allocation planning to structure a desired risk and return profile for an investor's portfolio.4. Why does a company issue stock?The reason is that at some point every company needs to raise money. To do this, companies can either borrow it from somebody or raise it by selling part of the company, which is known as issuing stock.5.How to make money for investors if the firm no divident pay? Without dividends, investors just can make money on a stock only through its appreciation in the open market.6.Where can stocks be traded?Most stocks are traded on exchanges, which are places where buyers and sellers meet and decide on a price.7. What kinds of risk do stock-investors want to face?There is no obligation for firms to pay out dividends and any stock may go bankrupt, in which case your investment is worth nothing.8. What is the purpose of a stock market?The purpose of a stock market is to facilitate the exchange of securities between buyers and sellers, reducing the risks of investing.Ⅱ Fill in the each blank with an appropriate word or expression:1. Stock is a share in the ownership of a company. Stock represents a claimon the company's assets and earnings.2. The management of the company is supposed to increase the value of the firm for shareholders. If this doesn't happen, the shareholders can vote to have the management removed, at least in theory.3. Common stock yields higher returns than almost every other investment. This higher return comes at a cost since common stocks entail the most risk.4. Why do stock prices change? The best answer is that nobody really knows for sure. Some believe that it isn't possible to predict how stock prices will change, while others think that by drawing charts and looking at past price movements, you can determine when to buy and sell.5. A bull market is when everything in the economy is great, people are finding jobs, gross domestic product (GDP) is growing, and stocks are rising.6. Understanding supply and demand is easy. What is difficult to comprehend is what makes people like a particular stock and dislike another stock.Ⅲ Translate the following sentences and passage into English:1.新股的发行价总是超过面值的，记录在公司帐上的这个差叫附加实缴资本，也叫资本公积。

全球储蓄过剩（GSG）HERA 住房及经济复苏法案The Foreign Correspondents’ Club of Japan 日本外国特派员协会Departments of Health and Human Services (HHS)美国卫生及公共服务部Social Security Administration (SSA)美国社会保障局ADBI Asian Development Bank InstituteAIDS acquired immunodeficiency syndromeASEAN Association of South-East Asian NationsASEAN+3 ASEAN + China, Japan and the Republic of KoreaBIMSTEC Bay of Bengal Initiative for Multi-Sectoral Technical and Economic Cooperation CIS Commonwealth of Independent StatesCMI Chiang Mai InitiativeDAC Development Assistance Committee of the OECDEAS East Asia SummitESCAP Economic and Social Commission for Asia and the PacificFAO Food and Agriculture OrganizationFDI foreign direct investmentFTA free trade agreementGDP gross domestic productHIV human immunodeficiency virusID identityILO International Labour OrganizationIMF International Monetary FundLAC Latin America and the CaribbeanLDCs least developed countriesLLDCs landlocked developing countriesMDB multilateral development bankMDGs Millennium Development GoalsNGO non-governmental organizationODA official development assistanceOECD Organisation for Economic Cooperation and DevelopmentPPP purchasing power paritySAARC South Asian Association for Regional CooperationSIDS Small island developing statesSPC Secretariat of the Pacific CommunityTB TuberculosisUNDP United Nations Development ProgrammeUNESCO United Nations Educational, Scientific and Cultural OrganizationUNFPA United Nations Population FundUNICEF United Nations Children’s FundUNIFEM United Nations Development Fund for WomenVAT value added taxWDI World Development IndicatorsWFP World Food ProgrammeWHO World Health OrganizationWTO World Trade Organization美国铝业(AA)美国银行(BAC)全球五大风电企业之一的西班牙歌美飒（Gamesa）世界银行行长佐利克(Robert Zoellick)海峡两岸经济合作框架协议（ＥＣＦＡ）乔治-索罗斯(George Soros)欧洲人权法院(European Court of Human Rights)法国兴业银行(Societe Generale SA)(GLE)东京三菱日联银行(Bank of Tokyo-Mitsubishi UFJ Ltd)信用违约掉期(CDS)中海油总公司(CNOOC)渣打银行集团首席经济学家、全球研究部主管李籁思（Gerard Lyons）个人消费者金融保护局(Bureau of Consumer Financial Protection)United States Congress Senate Committee on Banking, Housing, and Urban Affairs美国参议院银行、住房和城市事务委员会FSMA2000=英国《金融服务及市场法令》Financial Service and Market Act 2000 CFD=Contract For Differece 差价合约FSA=英国金融服务管理局抵押贷款保险公司（mortgage insurer）新世纪金融公司（New Century Financial Corporation）寿险公司（life insurance companies）次级抵押贷款支持证券（RMBS）金融担保保险公司（financial guarantee insurance companies）国际财务报告标准（IFRSs）美国通用会计准则（US GAAP）公允价值（fair value）私募股权投资基金(private equity)经合组织保险和私人养老金委员会（IPPC）爱尔兰联合银行 Allied Irish Banks爱尔兰银行 Bank of Ireland PLC奥地利第一储蓄银行 Austria’s Erste Group Bank德国邮政银行 Deutsche Postbank AGWorld investment prosepects survey wips （联合国贸发会《世界投资前景调查》）IPA investment promotion agency 投资促进机构TNC Transnational company 跨国公司Promising investor-countries 最有投资价值的投资，这里的promising是有希望的、有前途、大有可为的意思Pay-as-you-go 现收现付Mobile capital流动资本Advers scenario 负面假设（场景、情形）Health care 公共卫生服务Medicaid：医疗补助（medic+aid）Medicare：医疗保险（medic+care）Social security contributions 社会保险缴款Social security tax 社会保险税Primary spending 基础支出（扣住利息支付的财政支出）Primary Fiscal Gap 基本财政缺口Public finance 公共财政（要比翻译成公共金融好）PIT personal Income Tax 个人所得税CIT Corporation Income Tax 企业所得税VAT Value Added Tas 增值税Commonwealth 联邦Commonwealth-state Relations 联邦-州关系General government spending 一般政府支出ARRA—American Recovery and Reinvestment Act(2009年美国复苏与再投资法案) 澳洲壳牌能源控股有公司(Shell Energy Holdings Australia)日本国土交通大臣前原诚司韩国文化体育观光部长官柳日本财政大臣野田佳彦(Yoshihiko Noda)纽约梅隆银行(Bank of New York Mellon)congressional budget office 美国国会办公室中国预托凭证(CDR)非银行金融机构（NBFCS）资产重组公司（ARCs）邓白氏（Dun & Bradstreet）咨询公司美国证券交易委员会(SEC)IPO(首次公开募股)摩根士丹利(MS)、摩根大通(JPM)、美国银行(BAC)和花旗集团(C)巴克莱银行(BCS)、瑞士信贷集团(CS)、德意志银行(DB)、高盛集团(GS)、加拿大皇家银行(RY)、和瑞士银行(UBS)纽约证券交易所(NYSE)美国商品期货交易委员会(CFTC)主席加里·詹斯勒(Gary Gensler)摩根士丹利(MS)、摩根大通(JPM)“多德-弗兰克法案”(Dodd-Frank Act)德国央行行长阿克塞尔-韦伯(Axel Weber)NBER（Naitonal Bureau of Economy Research）美国国家经济研究局全美独立企业联合会(National Federation of Independent Business——NFIB)本·伯南克(Ben S. Bernanke)、副主席威廉·达德利(William C. Dudley)、詹姆斯·布拉德(James Bullard)、伊丽莎白·杜克(Elizabeth A. Duke)、唐纳德·科恩(Donald L. Kohn)、桑德拉·皮亚纳托(Sandra Pianalto)、埃里克·罗森格林(Eric S. Rosengren)、丹尼尔·塔鲁洛(Daniel K. Tarullo)和凯文·瓦尔许(Kevin M. Warsh)；托马斯·霍利格(Thomas M. Hoenig)“格林斯潘对策”（―Greenspan put‖，有时也称之为“伯南克对策”，―Bernanke put‖）世贸组织《政府采购协定》(GPA )地方政府实体(Sub-Central Government Entities)(直译是下级中央政府实体，也有称次中央政府实体)，财政报告 call report房价波动 housing price volatility定价机制 pricing mechanism上市银行 listed bank票据产业 bill industrycash bond market 现券市场日均成交量 average daily turnover融资融券 securities borrowing and lendingAgricultural biomass industry 农村生物质能产业ASEAN Association of Southeast Asian Nation 东南亚国家联盟，简称“东盟”CDM Clean Development Mechannism 清洁发展机制CHP combined heat and power 热气联产CIAD-Center for integrated Agricultural Development 综合农业发展中心CIDA- Canadian International Development Agency 加拿大国际开发署CSPCB-Crop Straw Pricing Consultation Board 秸秆定价磋商GEF- Global Environment Facility 全球环境基金会GHG- Greenhouse Gas 全球环境基金会GTZ-German Agency for Technical Cooperation 德国技术合作公司Kfw—德国复兴开发银行LPG-Liquefied petroleum gas 液化石油气LPOG-Leading Group Office of Poverty Alleviation and Devepment国务院扶贫开发领导小组SIDA-Swedish International Development Cooperation Agency 瑞士国际开发合作署USAID-United States Agency for International Development 美国国际开发援助署EIRR=economical internal rate of return 经济内部回报率（收益率）FIRR=financial internal rate of return 财务内部回报率（收益率）O&M=operation and maintenance 运行与维护TSP= total suspended particles 总悬浮颗粒TCE= ton of coal equivalent 吨煤当量“现收现支(pay-as-you-go)”原则日本首相菅直人(Naoto Kan)“利差交易”(Carry Trade)西班牙首相何塞·刘易斯·罗德里格斯·萨帕特罗(Jose Luis Rodriguez Zapatero) 麦格理证券(Macquarie Securities)德国邮政银行(Postbank)葡萄牙商业银行(BCP)法国巴黎银行(BNP Paribas)瑞典北欧斯安银行(SEB)瑞典诺迪亚银行(NORDEA)奥地利厄斯特银行(Erste Bank)法律英语：Regulation 条例、规章Rule 规则Clause 泛指条款Section 节，也译作条Article 条 Articles 条例Provision 多指规定Stipulation 约定（而非法律规定）Part 编Chapter 章Section 节Article 条Paragraph 款Subparagraph 项Item 目中国海洋石油有限公司(CNOOC Ltd., CEO, 简称：中国海洋石油)欧洲央行(ECB)执委会成员汤普古格罗(Gertrude Tumpel-Gugerell)太平洋投资管理公司(PIMCO)比尔·格罗斯(Bill Gross)大卫·卢森博格(David Rosenberg)查德·克拉里达(Richard Clarida)所谓“就业不足率”(Under-employment Rate)，是指包括更希望获得全职岗位的兼职人员以及希望工作但却放弃寻找的人员在内的失业率。

VC/PE术语（work in process）一般性术语Private securities —securities that are not registered with the Securities and Exchange Commission and do not trade on any exchanges. The price per share i s negotiated between the buyer and the seller (the "issuer").Private equity—equity investments in nonpublic companies.Alternative asset class— a class of investments that includes private equity, real estate, and oil and gas, but excludes publicly traded securities. Pensio n plans, college endowments, and other relatively large institutional investors typ ically allocate a certain percentage of their investments to alternative assets w ith an objective to diversify their portfolios.Private placement memorandum (PPM)— a document explaining the details of an in vestment to potential investors. For example, a private equity fund will issue a PPM when it is raising capital from institutional investors. Also, a startu p may issue a PPM when it needs growth capital. Also known as "Offering Memora ndum."Venture capital— a segment of the private equity industry which focuses on in vesting in new companies with high growth rates.VC作价相关术语Post-money valuation—the valuation of a company including the capital provide d by the current round of financing. For example, a venture capitalist may inve st $5 million in a company valued at $2 million "pre-money" (before the investm ent was made). As a result, the startup will have a post-money valuation of $7 million.Pre-money valuation—the valuation of a company prior to the current round o f financing. For example, a venture capitalist may invest $5 million in a compa ny valued at $2 million pre-money. As a result, the startup will have a "post-money" valuation of $7 million.Comparable — a publicly traded company with similar characteristics to a privat e company that is being valued. For example, a telecommunications equipment manuf acturer whose market value is 2 times revenues can be used to estimate the value of a similar and relatively new company with a new product in the same ind ustry.Price earnings ratio (PE ratio)—the ratio of a public company's price per s hare and its net income after taxes on a per share basis.Liquidity discount — a decrease in the value of a private company compared to the value of a similar but publicly traded company. Since an investor in a private company cannot readily sell his or her investment, the shares in t he private company must be valued less than a comparable public company.Capital Asset Pricing Model (CAPM) — a method of estimating the cost of equit y capital of a company. The cost of equity capital is equal to the return of a risk-free investment plus a premium that reflects the risk of the company'' ''''''s equity.Beta — a measure of volatility of a public stock relative to an index or a composite of all stocks in a market or geographical region. A beta of mor e than one indicates the stock has higher volatility than the index (or composi te) and a beta of one indicates volatility equivalent to the index (or composit e). For example, the price of a stock with a beta of 1.5 will change by 1. 5% if the index value changes by 1%. Typically, the S&P500 index is used in c alculating the beta of a stock.Internal rate of return (IRR)—the interest rate at which a certain amount o f capital today would have to be invested in order to grow to a specific valu e at a specific time in the future.Venture capital method— a valuation method whereby an estimate of the future value of a company is discounted by a certain interest rate and adjusted fo r future anticipated dilution in order to determine the current value. Usually, discount rates for the venture capital method are considerably higher than pu blic stock return rates, representing the fact that venture capitalists must achi eve significant returns on investment in order to compensate for the risks they take in funding unproven companies.投资结构及Term Sheet中涉及的相关术语Term sheet— a document confirming the intent of an investor to participate i n a round of financing for a company. By signing this document, the subject co mpany agrees to begin the legal and due diligence process prior to the closing of the transaction. Also known as "Letter of Intent".Common stock— a type of security representing ownership rights in a company. Usually, company founders, management and employees own common stock while inv estors own preferred stock. In the event of a liquidation of the company, the claims of secured and unsecured creditors, bondholders and preferred stockholder s take precedence over common stockholders.Stock option— a right to purchase or sell a share of stock at a specific p rice within a specific period of time. Stock purchase options are commonly used as long term incentive compensation for employees and management of fast growt h companies.Preferred Stocks— a type of stock that has certain rights that common stock does not have. These special rights may include dividends, participation, liqui dity preference, anti-dilution protection and veto provisions, among others. Privat e equity investors usually purchase preferred stock when they make investments i n companies.Convertible preferred stock— a type of stock that gives an owner the right t o convert to common shares of stock. Usually, preferred stock has certain right s that common stock doesn"t have, such as decision-making management control, a promised return on investment (dividend), or senior priority in receiving p roceeds from a sale or liquidation of the company. Typically, convertible preferr ed stock automatically converts to common stock if the company makes an initial public offering (IPO). Convertible preferred is the most common tool for priva te equity funds to invest in companies.Participating preferred stock— a unit of ownership composed of preferred stoc k and common stock. The preferred stock entitles the owner to receive a predete rmined sum of cash (usually the original investment plus accrued dividends) if t he company is sold or has an IPO. The common stock represents additional contin ued ownership in the company. Participating preferred stock has been characterize d as "having your cake and eating it too."Redemption rights—the right of an investor to force the startup company to buy back the shares issued as a result of the investment. In effect, the in vestor has the right to take back his/her investment and may even negotiate a right to receive an additional sum in excess of the original investment.Registration rights—the rights of an investor in a startup regarding the reg istration of a portion of the startup"s shares for sale to the public. Piggybac k rights give the shareholders the right to have their shares included in a re gistration. Demand rights give the shareholders the option to force management t o register the company"s shares for a public offering. Often times registration rights are hotly negotiated among venture capitalists in multiple rounds of fi nancing.Pay to play— a clause in a financing agreement whereby any investor that doe s not participate in a future round agrees to suffer significant dilution compar ed to other investors. The most onerous version of "pay to play" is automatic conversion to common shares, which in essence ends any preferential rights of an investor, such as the right to influence key management decisions.Piggyback rights—rights of an investor to have his or her shares included i n a registration of a startup"s shares in preparation for an IPO.Demand rights— a type of registration right. Demand rights give an investor t he right to force a startup to register its shares with the SEC and prepare f or a public sale of stock (IPO).Right of first refusal— a contractual right to participate in a transaction. For example, a venture capitalist may participate in a first round of invest ment in a startup and request a right of first refusal in any following round s of investment.Preemptive rights—the rights of shareholders to maintain their percentage owne rship of a company by buying shares sold by the company in the future financin g rounds.Warrant— a security which gives the holder the right to purchase shares in a company at a pre-determined price. A warrant is a long term option, usuall y valid for several years or indefinitely. Typically, warrants are issued concurr ently with preferred stocks or bonds in order to increase the appeal of the st ocks or bonds to potential investors.Vesting— a schedule by which employees gain ownership over time of a previous ly agreed upon amount of retirement funding or stock options.Qualified IPO:— a public offering of securities valued at or above a total a mount specified in a financing agreement. This amount is usually specified to b e sufficiently large to guarantee that the IPO shares will trade in a major ex change (NASDAQ or New York Stock Exchange). Usually upon a qualified IPO preferr ed stock is forced to convert to common stock.基金及有限合伙制相关术语Accredited investor— a person or legal entity, such as a company or trust fu nd, that meets certain net worth and income qualifications and is considered to be sufficiently sophisticated to make investment decisions in complex situation s. Regulation D of the Securities Act of 1933 exempts accredited investors from protection under the Securities Act. Typical qualifications for a person are: $1 million net worth and annual income exceeding $200,000 individually or $300,000 with a spouse. Directors and executive officers are considered to be accre dited investors.Institutional investor—professional entities that invest capital on behalf of companies or individuals. Examples are: pension plans, insurance companies and university endowments.Limited partnership — a legal entity composed of a general partner and various limited partners. The general partner manages the investments and is liable fo r the actions of the partnership while the limited partners are generally protec ted from legal actions and any losses beyond their original investment. The gene ral partner receives a management fee and a percentage of profits (see Carried interest), while the limited partners receive income, capital gains and tax be nefits.Limited partner (LP) —an investor in a limited partnership. The general partne r is liable for the actions of the partnership while the limited partners are generally protected from legal actions and any losses beyond their original in vestment. The limited partner receives income, capital gains and tax benefits.Commitment—an obligation, typically the maximum amount that a limited partner agrees to invest in a fund.Takedown — a schedule of the transfer of capital in phases in order to comple te a commitment of funds. Typically, a takedown is used by a general partner o f a private equity fund to plan the transfer of capital from the limited partn ers.Capital call—when a private equity fund manager (usually a "general partner " in a partnership) requests that an investor in the fund (a "limited partner ") provide additional capital. Usually a limited partner will agree to a maximu m investment amount and the general partner will make a series of capital call s over time to the limited partner as opportunities arise to finance startups a nd buyouts.Management fee — a fee charged to the limited partners in a fund by the gene ral partner. Management fees in a private equity fund typically range from 0.7 5% to 3% of capital under management, depending on the type and size of fund.Carried interest — a share in the profits of a private equity fund. Typicall y, a fund must return the capital given to it by limited partners plus any pr eferential rate of return before the general partner can share in the profits o f the fund. The general partner will then receive a 20% carried interest, altho ugh some successful firms receive 25%-30%. Also known as "carry" or "promote."Distribution —the transfer of cash or securities to a limited partner resulting from the sale, liquidation or IPO of one or more portfolio companies in which a general partner chose to invest.In-kind distribution — a distribution to limited partners of a private equity f und that is in the form of publicly traded shares rather than cash.Preferred return — a minimum return per annum that must be generated for limit ed partners of a private equity fund before the general partner can begin recei ving a percentage of profits from investments.Catch-up — a clause in the agreement between the general partner and the limit ed partners of a private equity fund. Once the limited partners have received a certain portion of their expected return, the general partner can then rece ive a majority of profits until the previously agreed upon profit split is reac hed.Clawback — a clause in the agreement between the general partner and the limit ed partners of a private equity fund. The clawback gives limited partners the r ight to reclaim a portion of disbursements to a general partner for profitable investments based on significant losses from later investments in a portfolio.Fund-of-funds— a fund created to invest in private equity funds. Typically, in dividual investors and relatively small institutional investors participate in a f und-of-funds to minimize their portfolio management efforts.Gatekeepers—intermediaries which endowments, pension funds and other institution al investors use as advisors regarding private equity investments.VC退出相关术语Initial public offering (IPO)—the first offering of stock by a company to t he public. New public offerings must be registered with the Securities and Excha nge Commission. An IPO is one of the methods that a startup that has achieved significant success can use to raise additional capital for further growth.Qualified IPO — a public offering of securities valued at or above a total am ount specified in a financing agreement. This amount is usually specified to be sufficiently large to guarantee that the IPO shares will trade in a major ex change (NASDAQ or New York Stock Exchange). Usually upon a qualified IPO preferr ed stock is forced to convert to common stock.Prospectus— a formal document that gives sufficient detail about a business op portunity for a prospective investor to make a decision. A prospectus must discl ose any material risks and be filed with the Securities and Exchange Commission.。

外文翻译--试论在中国通过资产减值转回的盈余管理的激励机制本科毕业论文设计外文翻译外文题目 Discussion of Regulatory Incentivesfor Earnings Management through AssetImpairment Reversals in China外文出处 Journal of Accounting Auditing Finance外文作者 Edward J Riedl原文Discussion of Regulatory Incentives for Earnings Management through Asset Impairment Reversals in ChinaShimin Chen Yuetang Wang and Ziye Zhao 2009 examine motivations for managers of Chinese-listed firms to report asset impairment reversals The study documents that the report of such reversals reflects incentives to avoid delisting from Chinese stock exchanges and those stronger monitoring mechanisms attenuate this opportunistic reporting The study exploits a unique feature of financial reporting within China which allows large sample investigation of impairment reversals I discuss the studys strengths note some limitations on the analyses and inferences and suggestrecommendations for future research1 IntroductionShimin Chen Yuetang Wang and Ziye Zhao hereafter CWZ examine motivations for managers of Chinese-listed firms to report asset impairment reversals The primary results suggest that the reporting of such reversals reflects incentives to avoid delisting from Chinese stock exchange Additional analyses reveal that stronger monitoring mechanisms attenuate this opportunistic reporting The study exploits a unique feature of financial reporting within China which allows large sample investigation of impairment reversals Below I discuss the manuscripts strengths note some limitations on the analyses and inferences and suggest recommendations for future research2 Strengths21 Unique Accrual and SettingA broad prior literature examines special items typically defined to encompass nonrecurring or transitory income statement reporting items The most common examples include asset impairments restructuring charges and gains or losses on sales of assets with papers focusing on the economic determinants and reporting incentives for managers to report special items as well as the latters associations with market measures eg Bartov [1993] Elliott and Hanna [1996] Francis Hanna and Vincent [1996] Burgstahler Jiambalvo and Shevlin [2002] Riedl [2004] CWZ adds to thisliterature by examining an uncommon accrual the reversal of asset impairments Firms ability to report this type of accrual is fairly unique to the Chinese setting Such reversals are generally prohibited under US Generally Accepted Accounting Principles GAAP are allowed in certain circumstances but infrequently reported under the relevant international accounting standards and have been allowed under certain domestic accounting standards eg revaluations within Australia though typically reported directly to equity and thus without any associated effect on net income As a result prior research has examined only limited circumstances of reversals of prior accruals focusing on reversals of restructuring charges Moehrle [2002] and asset revaluations eg Easton Eddey and Harris [1993] Furthermore the fact that the CWZ study is set in China reflects the general manufacturing base and thus high level of reported tangible assets of the broad economy thus affordinga substantial number of observations and power to conduct the analyses22 Clearly Defined Regulatory IncentivesCWZ exploits the explicit and well-defined regulatory incentives that listed Chinese firms face to avoid reporting losses Specifically the study highlights that firms reporting two successive years of accounting losses receive a particular designation on the ticker symbol that denotes the risk of delisting reporting three successive years of losses leads to delisting While prior research provides some evidence consistent with USfirms being less likely to report impairments to avoid delisting eg Beatty and Weber [2006] the thresholds are specific to particular stock exchanges and less clearly defined Furthermore because the United States generally prohibits firms from reversing impairments the link between the observed reporting choice and regulatory incentive must be inferred from the absence of a reported impairment In some contrast the current setting allows a strong coupling between a clearly defined regulatory incentive delisting due to a string of reported losses and an observed income-increasing accrual with substantial discretion the impairment reversal23 Key Constructs Subject to Lower Measurement ErrorPrior research examining special items typically employs extensive hand-collection of data from earnings announcements annual reports footnotes and other source doucuments1 Furthermore the presentation of special items is not well defined in the accounting standards leading to large variation in the level of detail and disclosure eg disclosure by larger versus smaller firms Thus prior studies of special items bear the burden of potentially noisy measurement in the experimental construct In the setting of CWZ Chinese GAAP requires tabular presentation of any impairment reversals As a result this affords an unusual opportunity to reduce measurement error arising from hand-collection and coding of data2 Compustat began providing decomposed categories of special items egwrite-offs restructuring charges as of 2002 previously special items were available electronically only in aggregate form Thus hand-collection of data primarily affects studies with sample periods preceding 2002 The measurement error alluded to in this paragraph is the coding of the data by the researcher This is distinct from any measurement error arising by the reporting firm management due to error in the estimation of the observed economic event as well as potential bias in the reporting of the amount3 Limitations31 Regulators Assumed to be Nave UsersThe results of CWZ suggest that firms are more likely to undertake impairment reversals when there are incentives to avoid delisting What is unclear is the role of Chinese regulators in evaluating reported numbers to assess delisting requirements Specifically do regulators review reported amounts or simply accept reported numbers as given Do they have the facility to detect likely manipulation Do they impose penalties for clear violations of the delisting requirements Overall to what degree to assume that regulators are nave users of accounting information accepting figures as reported This seems particularly at odds with the relative high transparency of the impairment reversals under investigation eg owing to the required tabular reporting format as well as many of the reversals relating to relatively easy to value short-termassets see Section 33 This suggests that regulators can easily ascertain instances in which this accrual moves firms from violation to nonviolation owing to a clearly defined threshold negative earnings see Section 22 Thus we are left wondering what the real evaluative capacity is for regulators in this setting and whether this accrual is an effective mechanism that allows managers to avoid this contracting cost It is possible however that managers of the sample firms simply perceive that regulators with some probability will neither detect nor pursue adjustments to these accruals regardless of regulators actual detection or enforcement capabilities If managers were behaving in this manner this would likely manifest in firms reporting impairment reversals to avoid delisting as observed in the current study but also in some subset of firms having the reversals subsequently disallowed by regulators and potentially delisted as a result I discuss this possibility in Section 432 What Are the Explicit Costs to DelistingWhile delisting would intuitively seem to be a costly outcome for a given firm the current study is less clear on identifying and exploiting what the specific costs may be First it is unclear that substantial hurdles exist for firms shares to be relisted Related prior literature has not established in this setting that firms previously delisted face substantial incremental costs eg higher costs of capital upon reentryinto the capital markets Second the manuscript would benefit from insights into the economic reasons managers of these firms wish to avoid delisting Such reasons could vary across firms and could provide an additional venue for examination For example do certain firms require additional capital whether to fund growth or maintain operations and thus avoid delisting to allow subsequent stock issuances Do the owners of certain firms attempt to cash out their holdings and thus avoid delisting to allow subsequent disposal of shares Are there expectations of litigation costs arising from shareholder lawsuits due to delisting Further evidence on these reasons would provide more explicit links on the motivations to report this accrual to avoid delisting33 Reconciling the Reversals to the Nature of the AssetsCWZ provides detail on the distribution of assets for which impairment reversals are reported see Table 2 It is interesting that a substantial portion of the sample reversals are for assets typically defined as short-term assets3 This raises two issues First assuming that the impairments were reported in the previous fiscal cycle potentially the prior year and because such assets should by definition be converted into cash during the ensuing year it appears odd that impairments for these particular assets could be reversed with values added back to the balance sheet as unrealized reversals in the current year That is how do these assets remain categorized as short-term assets Second and more importantthese types of assets are far more likely to have observable market values owing to their shorter term and likely more liquid nature If managers were employing noneconomic accruals such as impairment reversals to avoid delisting it seems that the use of impairment reversals for these types of asset would be highly suspect and easily verifiable by regulatory authorities Thus to the extent the results derive from the subsample of observations relating to short-term assets further understanding this process would help to assess the nature of the reported reversals in this sample as well as regulators capacity to oversee figures reported to them3 Per Table 2 of the 1157 firm-years reporting unrealized impairment reversals 469 are for bad-debt provision 326 are for short-term investments and 420 are for inventory note these are not additive are firms may report reversals across multiple categories in a given year4 Future ResearchCWZ raise a number of additional issues that can likely be exploited in this setting The first concerns the role of the regulator as part of the institutional framework This could be an interesting setting in which to investigate learning effects that may occur coincident with movement to a different set of accounting standards including whether the regulators become more adept at examining and challenging reported accruals such as these impairment reversals over time Related evidence could include the extent to which firms are penalized for improperreversals or required to undue reported reversals that are determined to lack economic content This would tie in well with CWZs results those certain monitoring mechanismsparticularly independent directors auditors and cross-listingappear to reduce opportunistic reporting This could provide insights into the broad shift in financial reporting regimes worldwide as countries move to adopt International Financial Reporting Standards potentially with a limited institutional framework to enforce such standards eg Ball [1995 2005]CWZ also provide evidence of the context in which managers are likely to report these impairment reversals As discussed above a useful avenue of future research would explicitly identify reasons that managers view delisting as a costly event This could include examining the explicit costs to delisting such as by focusing on the subset of delisted firms This could also include the specific benefits achieved by avoiding delisting such as subsequent stock issuance or sales of shares by executives This would provide more conclusive evidence on the suggestive results in the current manuscriptFinally future research could attempt to assess external users perceptions of the costs and benefits to this manipulation In particular if Chinese-listed firms reporting impairment reversals avoid a costly delisting event equity investors may view this positively as the firms avoidance of a costly contracting outcome Research could examine howcreditors view these types of reversals including for debt covenants5 ConclusionOverall CWZ examine an interesting setting linking a unique accrual to a well-defined regulatory incentive The fact that managers appear likely to report impairment reversals to avoid delisting adds to our understanding of the incentives leading to earnings management as well as the specific mechanisms by which managers use financial reporting to avoid costly contracting outcomes Future research can provide further insights into this areaREFERENCESBall R 1995 Making Accounting More International How and How Far Will It Go Journal of Applied Corporate Finance 8 19–29Ball R 2008 What is the Actual Economic Role of Financial Reporting Accounting Horizons 22 427–432Bartov E 1993 The Timing of Asset Sales and Earnings Manipulation The Accounting Review 68 840–855Beatty A and J Weber 2006 Accounting Discretion in Fair Value Estimates An Examination of SFAS 142 Goodwill Impairments Journal of Accounting Research 44 257–288Burgstahler D J Jiambalvo and T Shevlin 2002 Do Stock Prices Fully Reflect the Implications of Special Items for Future Earnings Journal of Accounting Research 40 585–612Chen S Y Wang and Z Zhao 2009 Evidence of Asset Impairment Reversals from China Economic Reality or Earnings Management Journal of Accounting Auditing and Finance forthcomingEaston P D P H Eddey and T S Harris 1993 An Investigation of Revaluations of Tangible Long-lived Assets Journal of Accounting Research 31 3 1–38Elliot J A and J D Hanna 1996 Repeated Accounting Write-Offs and the Information Content of Earnings Journal of Accounting Research 34 Supplement 135–155Francis J D Hanna and L Vincent 1996 Causes and Effects of Discretionary Asset Write-offsJournal of Accounting Research 34 3 117–134Moehrle S R 2002 Do Firms Use Restructuring Charge Reversals to Meet Earnings TargetsThe Accounting Review 77 2 397–413Riedl E 2004 An Examination of Long-Lived Asset Impairments The Accounting Review 79 3 823–852Riedl E and S Srinivasan 2008 Signaling Firm Performance Through Financial Statement Presentation An Analysis Using Special Items Working Paper Harvard Business SchoolFrom Journal of Accounting Auditing Finance2009 24 621-626译文试论通过资产减值转回盈余管理王岳塘赵子夜2009中国上市公司资产减值的动机研究文件这种的报告避免中国证券交易所退市以及这项研究利用了中国的财务报告独特功能允许减值拨回的大样本调查我将讨论研究的优势分析和的局限性并提出未来研究的建议简介王岳塘赵子夜以下简称CWZ中国上市公司资产减值的动机初步结果表明这种的报告反映避免中国证券交易所摘牌更多的分析显示这项研究利用了中国的财务报告独特功能允许减值拨回的大样本调查下面我将讨论研究的优势分析和的局限性并提出未来研究的建议2．优势21独特的累积和设置特殊项目通常定义为包括一次性或短暂的利润表申报项目最常见的例子包括资产减损重组费用及收益或出售资产损失经济因素和项目以及与市场措施如[1993]埃利奥特和汉纳[1996] 弗朗西斯汉纳文森特[1996]布格斯塔勒加木巴尔福和谢林夫[2002]里德尔[2004]Z通过研究一种不常见的权责发生制对这方面资料进行了补充资产减值转回[2002]和资产重估例如伊斯顿埃迪和哈里斯 [1993]高层次的报告有形资产CWZ利用了和明确的监管激励机制阈值耦合23主要构造下标准普尔公司会计数据库2002年开始提供分解类特殊如注销重组费用以前只在特殊项目汇总形式提供电子化因此手工数据收集与样本主要影响的02年前期间的研究提到的测量误差在本段是由研究者的数据编码方式这是从任何测量报告由于公司管理中所观察到的经济活动估计错误以及在申报的金额可能产生的误差明显的3．限制31调节假设为缺乏经验的用户对CWZ避免摘牌企业更容易进行减值目前还不清楚什么是中国监管机构在具体来说阈值负盈余见22节这是可能的但是样本公司的认为监管有一些概率无论监管机构的实际检测或执法能力在目前的研究这将有可能在报告可能因此而被本人在第4节讨论这个可能性32什么是的显性成本和利用有什么具体的首先不论是基金增长或维持操作33调和转回的资产性质CWZ提供了关于其减值的见表2资产分配明细有趣的是一个样本转的很大一部分用于通常作为短期3这就产生了界定资产的两个问题首先由于其短期和可能更多的性质这些类型的资产更可能有可观的市场价值如果管理人员非经济预提费用如减值似乎对这些类型的资产减值转回的使用将是非常可疑容易被监管部门核查因此只要能从子样本观测有关短期资产结果将有助于以及监管机构监督的能力向他们报告的数字如表2所示在1157司提交报告的未实现减值469坏帐326为短期投资和420是存货注意这些都不是一些厂商可能会在一年中多个类别4 未来研究CWZ提出了在此设置利用其他一些问题在有限的体制框架潜在地例如CWZ还提供上下文中的管理人员可能称这些减值拨回的证据如上所述对未来的研究有用的途径是查明原因明确管理人员审查显性成本最后对未来的研究将试图成本效益评估并操纵的外部用户的看法特别是如果中国上市公司报告减值避免了事件股市投资者可以积极地看待作为公司的可以研究如何查看这些债权人的类型包括债务契约5 结论总体而言CWZ研究一个有趣的设置到一个独特的权责明确的监管事实上管理者有可能减值报告以避免退市我们的理解是导致盈余管理的激励以及其中管理人员使用以避免成果的具体机制的财务报告未来的研究可以提供这方面进一步的见解参考文献R怎么会计国际化公司财务杂志19-29R什么是财务报表的实际经济中的作用427-432E对资产销售额和利润操纵会计审查时间68 840-855[4] 贝蒂·A和J·韦伯会计自由裁量权的公允价值估计对SFAS第142商誉减值大学会计研究所257-288DJ·吉姆巴尔福和T·谢夫林不同股票价格完全反映未来盈利的特别项目的影响会计研究杂志585-612王岳塘赵子夜通过资产减值转回盈余管理大学会计审计金融P·DP·H·埃迪和T·S·哈里斯一种有形长期资产重估的调查研究大学会计研究所 3131-38J·A和J·D·汉纳重复会计注销和盈余的信息含量会计研究月刊增刊135-155JD·汉纳和L·文森特全权委托资产注销的原因及影响大学会计研究所343117-134S·R企业利用重组费用回收益目标相适应会计评论2002772397-413E长期资产减值的考察情况会计评论2004793823–852E和S·斯里尼瓦桑通过财务报表的编制企业绩效信号使用特殊项目一个分析工作文件哈佛商学院来自会计审计与财务200924 621-6261。

常用金融英语词汇Accounts payable 应付帐款?Accounts receivable 应收帐款?Accrued interest 应计利息?Accredited Investors 合资格投资者；受信投资人?指符合美国证券交易委员(SEC)条例，可参与一般美国非公开(私募)发行的部份机构和高净值个人投资者?Accredit value 自然增长值?ACE 美国商品交易所?ADB 亚洲开发银行?ADR 美国存股证；美国预托收据；美国存托凭证?[股市] 指由负责保管所存托外国股票的存托银行所发行一种表明持有人拥有多少外国股票(即存托股份)的收据。

ADR一般以美元计价和进行交易，及被视为美国证券。

对很多美国投资者而言，买卖ADR比买卖ADR所代表的股票更加方便、更流动、成本较低和容易。

?大部份预托收据为ADR；但也可以指全球预托收(GDR) ，欧洲预托收据(EDR) 或国际预托收据(IDR) 。

从法律和行政立场而言，所有预托收据具有同样的意义。

? ADS 美国存托股份?Affiliated company 关联公司；联营公司?After-market 后市?[股市] 指某只新发行股票在定价和配置后的交易市场。

市场参与者关注的是紧随的后市情况，即头几个交易日。

有人把后市定义为股价稳定期，即发行结束后的30天。

也有人认为后市应指稳定期过后的交易市况。

然而，较为普遍的是把这段时期视为二级市场?AGM 周年大会?Agreement 协议；协定?All-or-none order 整批委托?Allocation 分配；配置?Allotment 配股?Alpha (Market Alpha) 阿尔法；预期市场可得收益水平?Alternative investment 另类投资?American Commodities Exchange 美国商品交易所?American Depository Receipt 美国存股证；美国预托收据；美国存托凭证(简称“ADR ”参见ADR栏目)?American Depository Share 美国存托股份?Amercian Stock Exchange 美国证券交易所?American style option 美式期权?Amex 美国证券交易所?Amortization 摊销?Amsterdam Stock Exchange 阿姆斯特丹证券交易所?Annual General Meeting 周年大会?Antitrust 反垄断?APEC 亚太区经济合作组织(亚太经合组织)? Arbitrage 套利；套汇；套戥?Arbitration 仲裁?Arm's length transaction 公平交易?Articles of Association 公司章程；组织细则?At-the-money option 平价期权；等价期权? ASEAN 东南亚国家联盟(东盟)?Asian bank syndication market 亚洲银团市场? Asian dollar bonds 亚洲美元债券?Asset Allocation 资产配置?Asset Management 资产管理?Asset swap 资产掉期?Assignment method 转让方法；指定分配方法? ASX 澳大利亚证券交易所?Auckland Stock Exchange 奥克兰证券交易所? Auction market 竞价市场?Authorized capital 法定股本；核准资本? Authorized fund 认可基金?Authorized representative 授权代表? Australian Options Market 澳大利亚期权交易所? Australian Stock Exchange 澳大利亚证券交易所? Back-door listing 借壳上市?Back-end load 撤离费；后收费用?Back office 后勤办公室?Back to back FX agreement 背靠背外汇协议? Balance of trade 贸易平衡?Balance sheet 资产负债表?Balloon maturity 期末放气式偿还?Balloon payment 最末期大笔还清?Bank, Banker, Banking 银行；银行家；银行业? Bank for International Settlements 国际结算银行? Bankruptcy 破产?Base day 基准日?Base rate 基准利率?Basis point 基点；点子?Basis swap 基准掉期?Bear market 熊市；股市行情看淡?Bearer 持票人?Bearer stock 不记名股票?Behind-the-scene 未开拓市场?Below par 低于平值?Benchmark 比较基准?Beneficiary 受益人?Beta (Market beta) 贝他(系数)；市场风险指数?Best practice 最佳做法?Bills department 押汇部?BIS 国际结算银行?Blackout period 封锁期?Block trade 大额交易；大宗买卖?Blue chips 蓝筹股?Board of directors 董事会?Bona fide buyer 真诚买家?Bond market 债券市场，债市?Bonds 债券，债票?Bonus issue 派送红股?Bonus share 红股?Book value 帐面值?Bookbuilding 建立投资者购股意愿档案?[股市] 包销商用以定价一笔发行的方法。