Research On The Problems And Countermeasures Of Controlling Shareholders' Application Of Private Equity Exchangeable Bonds To Reduce Their Holdings

In 2008,the China securities regulatory commission(hereinafter referred to as the CSRC)proposed a popular foreign financial instrument--exchangeable corporate bonds(hereinafter referred to as "exchangeable bonds"),which can be exchanged for bonds of other companies.Since the official issuance of Fuxing private equity exchangeable bonds in 2013,the bond market has developed rapidly in the direction of exchangeable bonds,and its advantages of equity adjustment,low-cost financing and reduction of shares have made it more and more widely used in the stock exchange market.However,since the introduction of exchangeable bonds has not been a long time,the focus of domestic research is still on the purpose of issuing exchangeable bonds,the design of the main terms of exchangeable bonds and the valuation of exchangeable bonds.In this article,through two cases of Goertek issue private exchangeable bonds in 2014 and 2017,exchangeable bonds and convertible bonds holdings of arbitrage model,at the same time analysis,group issued during using the holdings of the controlling shareholder control to achieve at the same time,for small and medium-sized shareholders,damage the interests of the listed subsidiary.It can be used for reference to standardize the saleable bond issuing market and protect the rights and interests of minority shareholders.In this paper,based on the principal-agent theory,asymmetric information theory and optimal sequence financing theory,using case analysis,comparative research analyzes song group private exchangeable bonds issue by design,realization of cash holdings of the problems and the cause of the problem at the same time,research positions for song group,listed subsidiary,the consequences of small and medium shareholders,to perfect private exchangeable bond issue market,to protect the interests of the bondholders and small and medium-sized shareholders feasible Suggestions are put forward.This paper finds that as a new financial instrument,exchangeable bonds are a new financing channel for shareholders of listed companies,which is conducive to the realization of low-cost financing and the improvement of debt structure.However,the convenience of private placement of exchangeable bonds and flexible terms enable the controlling shareholders to use their control right to achieve their own purposes,while the minority shareholders are at a disadvantage in the transaction,unable to jointly dealwith various emergencies.The improper operation of the controlling shareholder also encroaches on the interests of the listed company and has a more obvious impact on the volatility of the underlying company's stock price.In order to make more healthy use of exchangeable bonds to reduce their holdings,the regulatory authorities should also combine exchangeable bonds with other instruments for supervision,improve the provision setting of private exchangeable bonds,improve the regulation of information disclosure of private exchangeable bonds,and protect the interests of bondholders and minority shareholders.To some extent,the conclusion of this paper can help enterprises better apply the new financial instrument of exchangeable bonds,promote the better service of financial instruments represented by exchangeable bonds and the securities market,and promote the healthy and fair development of China's securities market.