Abstract: Select the empirical data of A-share state-owned listed companies from 2013 to 2020, and uses non-state-owned directors to vote non-yes to represent their governance enthusiasm to study the relationship between non-state-owned directors' governance enthusiasm and the goodwill bubble of state-owned enterprise mergers and acquisitions. The study found that the improvement of non-state-owned directors' enthusiasm for governance can not only significantly reduce excess goodwill, but also significantly reduce the provision ratio of goodwill impairment and the probability of goodwill impairment. Governance effectively curbed the goodwill bubble of state-owned enterprise mergers and acquisitions. Further research on the influence path of non-state-owned directors' governance enthusiasm to exert the inhibitory effect found that non-state-owned directors' governance enthusiasm can significantly inhibit the goodwill bubble of state-owned enterprise mergers and acquisitions by reducing agency costs and alleviating information asymmetry. The research conclusions provide useful inspiration for continuing to promote mixed ownership reform, giving full play to the positive role of non-state-owned directors in "voting by hand", and improving the effect of state-owned enterprise mergers and acquisitions.

Key words: non-state-owned directors, governance enthusiasm, voting behavior, state-owned enterprises, goodwill bubble of mergers and acquisitions