Abstract: Under the new situation, state-owned enterprises have become an important topic to improve modern corporate governance and market-oriented operation by introducing non-state-owned capital. Therefore, this paper takes state-owned listed companies from 2013 to 2021 as research samples to empirically test the impact and mechanism of non-state-owned shareholders’ over-appointment of directors on MD&A information content. The study finds that the over-appointment of directors by non-state-owned shareholders can significantly improve the information content of MD&A. The heterogeneity test found that when the level of corporate governance was low and the degree of competition in the product market was high, the role of non-state-owned shareholders in over-appointing directors was more obvious. The mechanism study finds that the over-appointment of directors by non-state-owned shareholders mainly improves the information content of MD&A through the channels of providing incremental information and exerting supervision effect. The economic consequence test shows that the improvement of information content significantly improves the efficiency of capital allocation and the confidence of external investors. The conclusions of this study provide new perspectives and empirical evidence for effectively promoting the reform of mixed ownership and giving full play to the participation of non-state-owned capital in governance.

Key words: non-state-owned shareholders, over-appointment of directors, MD&A information content