Research On Maintaining Control Rights Of Listed Companies Based On Convertible Bond Financing

With the improvement of market financing threshold,financing channels for many enterprises are becoming increasingly scarce.Convertible bonds have been favored in recent years,and their average issuance scale and proportion in refinancing are increasing.At present,more than 200 companies have issued convertible bonds for financing.Since this year,the convertible bond market has expanded significantly.According to statistics,as of October 29,the issuance scale in the year was 220.3 billion yuan,up 326% from the same period last year.Convertible bonds are an important way to effectively reduce the debts of enterprises and an important way for enterprises to carry out direct financing,which is consistent with the national policy objectives of deleveraging and cost reduction,and thus is strongly supported.Convertible corporate bonds are a combination of basic financial instruments and derivative financial instruments.On the basis of bonds,a derivative financial instrument,options,is added.Therefore,convertible corporate bonds have three characteristics at the same time: debt,equity and options.They can properly make up for or even avoid the defects of single-performance financial instruments.They can play a role in reducing financing costs,improving corporate structure and alleviating equity dilution effect,and have gradually become the choice for more and more enterprises to refinance.The average issuing scale of convertible bond market is gradually increasing,and the proportion of convertible bond financing in refinancing is also increasing.Although convertible bonds have outstanding financing advantages,they still have risks and deficiencies in the process of operation.Listed companies will face risks such as issuance risks,financial risks and control rights transfer risks in the process of convertible bonds financing.Specific clauses are designed to favor equity financing,equity dilution seriously damages the interests of shareholders,and large-scale financing brings greater financing risks,which will bring control rights transfer risks.If the preventive and response measures taken by the enterprise are not appropriate,it may even face the danger of bankruptcy and change of control.Based on the "equity dilution" convertible bond financing theory and the related financing theory of convertible bond issuance risk,combined with the fact that there is control right transfer risk in the current convertible bond market,this paper first analyzes the possible problems in the convertible bond issuance process,and lists relevant cases.These companies neglect risks in the convertible bond issuance process and lead to their failure,and analyzes the causes of risks in the enterprise convertible bond issuance process and the risk response process.Then,through the analysis of the reasons why NS Convertible Bonds can complete rapid and effective financing,and in contrast to the two failure cases of Valin Pipeline and Gome,it is concluded that the reasonable use of the preemptive right in the terms of convertible bonds can realize rapid financing while maintaining the stability of shareholders' control rights.On the premise that major shareholders lose absolute control,the conclusion that the convertible bond financing risks faced by enterprises will increase is expected to provide a case basis for the necessity of preferential placement clauses for convertible bonds,and to provide reference for enterprises in terms of clause design and convertible bond operation on how to prevent control transfer risks in convertible bond financing.