기술특례상장기업의 공모가 과대평가에 관한 연구: ㈜파두와 ㈜넥스틴의 사례를 중심으로

The Korea Exchange (KRX) has operated the Technology Special Listing System (TSLS) since 2005, which allows firms with strong technological growth potential to be listed on the KOSDAQ market even if they fall short of traditional financial thresholds. In recent years, the TSLS has become a primary route for innovative firms to access capital markets. However, growing concerns remain, particularly regarding investor protection. A key issue lies in the structural information asymmetry inherent to these firms, often resulting in inflated IPO valuations and offering prices. This study was conducted in response to these concerns. Its aim is to examine the IPO pricing process of TSLS firms, identify key distortions, and propose institutional reforms that can contribute to a more transparent and reasonable pricing framework. The main procedures and findings of this study are as follows. First, this study compares the IPO pricing procedures of TSLS firms (2017–2022) with those of general listings. Through this analysis, we identified several notable patterns. Specifically, most TSLS firms adopt a three-year forecast horizon, projecting rapid post-IPO profit growth despite lacking profitability at the time of listing. However, a substantial portion of these firms significantly underperform relative to their initial estimates disclosed in registration statements. In addition, this optimistic bias in earnings projections extends to the selection of the price-to-earnings ratio (PER) comparables. While general listing firms tend to apply PERs aligned with industry averages, TSLS firms frequently adopt significantly higher PERs, often using unsuitable, high-performing companies as peers, which artificially inflates the firm’s valuation. Overall, the above evidence points to a systematic tendency toward overvaluation of TSLS IPOs, largely driven by optimistic forecasting and biased peer selection. Second, a comparative case study of two representative firms—Fadu and Nextin—further illustrates the issue. Fadu, a high-profile TSLS listing, operates in the competitive semiconductor components industry. Despite the uncertainty of contract fulfillment, Fadu projected highly optimistic three-year earnings based on a best-case scenario. It also selected elite global firms as peers, resulting in an excessively high PER and inflated offering price. In contrast, Nextin followed a more cautious approach. It limited its earnings forecast to the listing year and based it on actual or highly probable contracts. Its peer group consisted of firms with similar business models and financial profiles, leading to a more reasonable offering price. This comparison confirms that overvaluation in TSLS IPOs is closely tied to overly optimistic projections and the selection of incomparable peer groups. In light of these findings, while the TSLS remains a vital mechanism for fostering innovation and expanding access to capital, there is an increasing need for more robust policy responses to address persistent valuation distortions. This study respectfully proposes the following measures: First, the valuation methodology for TSLS IPOs should be improved. Underwriters should be permitted to use proprietary valuation models that reflect technological capacity and market conditions. To ensure credibility, these models must be subject to review by financial authorities or accredited third-party evaluators. When the relative valuation method is used, forecasts should be grounded in conservative and realistic assumptions. Additionally, to curb inflated PERs, firms could be required to adopt the lower value between the peer group average and the industry average PER. Second, the use of pre-listing platforms such as K-OTC and KONEX should be expanded to provide a more accurate foundation for IPO valuation. Many TSLS firms lack financial history and rely heavily on forward-looking statements. By participating in transitional markets, firms can demonstrate their technological capability and financial performance, allowing more reliable market-based valuations to form prior to listing. Third, the objectivity and transparency of the technology evaluation process must be strengthened. Evaluation agencies should possess a high level of technical expertise, and when results are disclosed, firms should be required to include detailed explanations of assessment criteria and valuation methodology. This would enable investors to better understand the basis of each listing. Finally, firms that exhibit repeated and substantial deviations between projected and actual earnings after listing should be subject to stricter regulatory scrutiny. Likewise, underwriters involved in repeated cases of overvaluation should face enhanced penalties to deter such practices and help rebuild trust in the TSLS mechanism.