| The listed company stock right structure of our country is very complicated. The share of listed company is divided into circulating stock and non-negotiable stock. Circulating stocks take A-share as the core. Non-negotiable include state-owned share and corporate share. For ages, rigid share holding structure is the character of Chinese listed companies. High concentration and illiquidity of state-owned share right and small proportion of tradable public shares, the absence of effective share-holder of state-owned shares bring severe corporate governance problems. Though high concentration and illiquidity of state-owned share right has the important function of avoiding state-owned assets losing, it has been the system root of sticking points of Chinese stock market, preventing the development of capital market, and becoming the bottleneck restraining the development of the economy of the share and security market day by day. To improve the administration structure of the listed company, you must optimize the structure of company's stock right first, and the only way of optimizing the structure of stock right of listed company is the reduction of state-owned shares. Reduce prudent group while being strategic to carry on to state-owned stock, set up pluralistic, appropriate, concentrate fluidized mechanism already been the task of top priority .Since the thought proposed, the measures carrying on by government are opposed by market investors who worry about that the steps will hurt their interests. Evidence show that, whether design a well-functioned method is the critical step of lessening course. This paper plans to draw lessons from a kind of innovative financial instrument in the Japanese financial market -- exchangeable bond. By the introduction of the issue situation of the bond and experience in Japan and the analysis of the characters of exchangeable bond and questions met in the lessening course, this paper puts forward the applying of exchangeable bond is a good method solving lessening of state-owned share holding. With the discussion of circumstance, characters of Chinese stock market, this paper also indicates the problems need resolved quickly in law, market condition of exchangeable bond.The full text consists of prefaces and three chapters.The part of the preface combines the actual conditions of our country, analyze the characteristic of the structure of stock right of our country. Through data we prove that stock right structure at present deepens to the restriction of reforming state-owned enterprise obviously and have influenced the normal development of China's securities market seriously. The reduction of state-owned shares is the only way of optimizing the structure of stock right and required inherently, the market needs introducing new financial instruments and solving this difficult problem badly.The first chapter introduces systematically the definition and characteristic of exchangeable bond, explains the similarities and differences between exchangeable bond and convertible bond, and gives an example to make readers understand the mode of repayment and income situation. With the background of development and characteristic of Japanese exchangeable bond market, readers can understand that exchangeable bond is necessary.Chapter two reviews the development of the tools of reduction of state-owned shares of our country, carries on comparative analysis to such several kinds of state-owned share reduction ways as buy-back of the share , the placing , warrants , convertible bond, state-owned share investment funds ,etc., states its advantage in reduction of state-owned shares and each existing problems. The method of reduction of state-owned shares can be varied, but no matter which way it takes, it could promote the transition of the operation of listed company so long as it can make the stock right of the listed company optimized and the adjustment of the stock right structure properly,. However, it's a pity that investors on the market have made the passive response accord...
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