A Study on Earnings Management Behavior During the Follow-on Offering Period of Publicly Offered REITs

Main Article Content

Menglin Wu

Keywords

publicly offered REITs, follow-on offering, real earnings management, earnings expectation management, distributable amount

Abstract

As a special form of equity refinancing, follow-on offerings of domestic publicly offered REITs have an institutional background distinct from that of ordinary listed companies, thereby giving rise to unique earnings management risks. Based on agency theory, managerial overoptimism theory and earnings management theory, this study compares differences in institutional conditions and practices of earnings management between U.S. and Asian REITs, and identifies two earnings management pathways during the follow-on offering stage of domestic publicly offered REITs: real-activity earnings management through adjustments to the distributable amount of existing assets, and broad-sense earnings expectation management characterized by optimistic bias in valuation forecasts for assets to be acquired. This study conducts an exploratory case study based on publicly disclosed documents and finds that to date Chinese regulators have not imposed any penalties for illegal earnings management occurring in the follow-on offering stage. Nevertheless, some projects exhibit indicative signs, such as abnormal cash flow fluctuations during the window period and overly optimistic valuation assumptions. To address hidden risks of window dressing during the follow-on offering process, countermeasures can be refined from three perspectives: strengthening constraints on valuation forecasts, optimizing REIT fund manager incentive mechanisms, and enhancing investors’ risk identification capabilities.

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References

  • [1]Jensen, M. C., & Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency costs and ownership structure. Journal of Financial Economics, 3 (4), 305–360. https://doi.org/10.1016/0304-405X(76)90026-X
  • [2]Roychowdhury, S. (2006). Earnings management through real activities manipulation. Journal of Accounting and Economics, 42 (3), 335–370. https://doi.org/10.1016/j.jacceco.2006.01.002
  • [3]Edelstein, R. H., Liu, P., & Tsang, D. (2009). Real earnings management and dividend payout signals: A study for U.S. Real Estate Investment Trusts. National University of Singapore.
  • [4]Zhu, Y., Ong, S. E., & Yeo, W. Y. (2010). Do REITs manipulate their financial results around seasoned equity offerings? Evidence from US equity REITs. The Journal of Real Estate Finance and Economics, 40 (4), 412–445. https://doi.org/10.1007/s11146-009-9192-0
  • [5]Deng, X., & Ong, S. E. (2014, January 3–5). Real earnings management, liquidity and REITs SEO dynamics. AREUEA-ASSA Annual Meeting, Philadelphia, PA, 3-5 January 2014.
  • [6]United States Congress. (2024). Internal Revenue Code, 26 U.S.C. § 856(c)(4). U.S. Government Publishing Office.
  • [7]Dechow, P. M., Sloan, R. G., & Sweeney, A. P. (1995). Detecting earnings management. The Accounting Review, 70(2), 193–225.
  • [8]Thai, S. B., & Lai, M. M. (2019). An examination of prevalence of earnings management in Asia REITs. International Journal of Business and Management, 14 (5), 75–83. https://doi.org/10.5539/ijbm.v14n5p75
  • [9]Shanghai Stock Exchange. (2025). Application guidelines for the rules of the Shanghai Stock Exchange on publicly offered real estate investment trusts (REITs) No. 3: Additional offerings and acquisition of new real estate (For trial Implementation) (SSE Issuance [2025]No.141). https://www.sse.com.cn/lawandrules/sselawsrules2025/reits/c/c_20251231_10803751.shtml
  • [10]Shenzhen Stock Exchange. (2025). Business guidelines of the Shenzhen Stock Exchange for publicly offered real estate investment trust (REIT) business No. 3: Additional offerings and acquisition of new real estate (For trial Implementation) (SZSE Issuance [2025]No. 1522). https://investor.szse.cn/lawrules/rule/reits/t20251231_618232.html
  • [11]Asset Management Association of China. (2021). Operational guidelines for publicly offered infrastructure securities investment funds (For trial Implementation) (AMAC Document [2021]No. 20). https://www.amac.org.cn/fwdt/wyb/jgdjhcpbeian/zczqhcpba/xgzc/202408/P020240828583271452012.pdf
  • [12]Ping An Securities Research Institute. (2022, August 12). What are the possible adjustment items in publicly Offered REITs financial statements? [Research report]. https://finance.sina.com.cn/stock/stockzmt/2022-08-12/doc-imizirav7815826.shtml
  • [13]Heaton, J. B. (2002). Managerial optimism and corporate finance. Financial Management, 31 (2), 33–45. https://doi.org/10.2307/3666221
  • [14]Shenzhen Stock Exchange. (2026). Review inquiry letter on the application documents for the product change and additional offering listing of Bosera China Merchants Shekou Industrial Park Closed-End Infrastructure Securities Investment Fund and the listing of Bosera China Merchants Shekou Industrial Park Real Estate Phase 3 Asset-Backed Special Plan (Review Letter [Fund]No. [2026]015). https://reportdocs.static.sse.org.cn/UpFiles/reitsinfodisc/REITS_678A7892873943C1A73337C3245DA2E0.pdf
  • [15]Shanghai Stock Exchange. (2024). Feedback comments on the acceptance and review of the application for the product change and additional offering listing of AVIC Jingneng Photovoltaic Closed-End Infrastructure Securities Investment Fund and the listing and transfer of Asset-Backed Securities under AVIC-Jingneng Hydropower No. 1 Infrastructure Asset-Backed Special Plan. https://static.sse.com.cn/bond/bridge2/disclosure/announcement/c/202504/043246_20250415_P4SD.pdf