ABSTRACT
On October 17, 2008, China Securities Regulatory Commission announced "
Shareholders of listed companies to issue exchangeable bonds pilot requirements ". In
other countries, the application of exchangeable bonds is already quite mature, and has
been widely used for general financing, reduction of equity arbitrage, asset liquidity
management and M & A restructuring. As of the end of December 2009, in China's
interior, only one company announced the release motion and no one company has
successfully issued exchangeable bonds. However, Split share structure reform
generated by selling shares traded limited problem is getting serious. This thesis argues
that in our current financial environment, the development of exchangeable bonds is
very necessary.
Based on the above, it attempts to conduct a preliminary study on exchangeable
bonds from the perspective of the issuer. To achieve it, it defines the concepts of
exchangeable bonds and development status in a first step, to present the significance,
necessity and feasibility of it. Second, it employs the relevant laws and regulations,
foreign empirical data and financial strategic theory to investigate appropriate issuers,
target stock companies and issue timing in the Mainland of China. On this basis, Third,
according to regulations, the existing cases, as well as the terms of the contract of
convertible bonds, this thesis utilizes corporate finance theory to design the main terms
of the contract of an exchangeable bond.
The development of exchangeable bonds in the Mainland of China should follow
three stages: the first stage (the pilot initially), in line with laws and regulations and has
a certain amount of high-quality listed companies (blue-chip companies) should be the
first batch of pilot companies. Such as long-term stable growth, the large, traditional
industries and the financial sector listed companies. The second stage, with good
performance and high credit of key state-owned enterprise groups as the main
exchangeable bonds. The third stage, other high-quality non-listed companies can issue
exchangeable bonds for financing.
Key Word:Exchangeable Debt/Bonds,Issuer,Target stock company,
The terms of issue