Exchangeable Bonds By The Legal System To Study

is issued by Chinese Securities Regulatory Commission and into effect on Oct. 17th 2008. This symbolizes that the offering institution of Exchangeable bonds by shareholders of listed companies has been established in China. The term "exchangeable bonds" means corporate bonds issued in accordance with the law by a shareholder of a listed company which bonds may, within a specified period of time and on the agreed terms, be exchanged for the listed company's shares held by the shareholder. As a kind of corporate bonds, Exchangeable bonds have basic legal characters as the same with general corporate bonds. Meanwhile, Exchangeable bonds have a special character compounded with creditor's rights, option and equity.This article analyzes the jurisprudence theory on the legal status of corporate bonds and bondholders firstly, and then states development history of corporate bonds and discuss the civil law basis of the corporate bonds is actually a kind of legal relations on creditor and debtor. This article also states clearly the special legal character of Exchangeable bonds is that the rights and obligations embedded in the Exchangeable bonds is actually a kind of optional debts and the rights of creditor can be transferred to a kind of ownership. Consequently, the special character of the bondholders is that the bondholder is either the creditor of the issuer company, or the potential shareholder of other listed company whose share is held by the issuer company and exchanged to the bondholder.This article analyzes three basic rights which shall be entitled to the bondholders of Exchangeable bonds, namely the right of obligatory claim on the capital and interest based on the Exchangeable bonds, the right of exchanging the bonds to the share of other listed company and the right to know. This article discusses the necessity of protecting the rights of Exchangeable bondholders above and gives some helpful suggestions on establishing a protection system of our country for the rights and interests of Exchangeable bondholders.It's about twenty years that China has regulated the corporate bond market since the issuance of .This article analyzes thoroughly the status in quo for protecting the rights and interests of Exchangeable bondholders in our country and the author thinks that the way of protecting the rights and interests of bondholders can be divided as indirect and direct protecting ways. The indirect way can be implemented by regulating the offering action of the issuer of bonds and the direct way can be implemented according to the Chapter four of .This article emphasizes the view that we shall intensify protecting the right to know of the Exchangeable bondholders. Considering the special character of Exchangeable bonds compounded with creditor's rights, option and equity and learning from foreign countries, the Exchangeable bondholders shall be admitted to check some documentation about the product and business information and entitled a status as "quasi shareholders" to protect their rights to know sufficiently.