Research On Large Shareholder Arbitrage Based On Private Placement And Exchangeable Bond Portfolio

After the shareholding reform,major shareholders of listed companies have also become investors in the stock market.In addition to sharing the profits of listed companies,selling shares in the secondary market to obtain capital gains has become their new pursuit.As a result,major shareholders can first participate in the listed company’s directional issuance of low-priced subscription shares,and then issue exchangeable bonds at a high price to reduce holdings to form a new risk-controllable arbitrage model.Therefore,this article explores the motivation and implementation strategy of Xinjiang Zhongtai Group,a major shareholder of Zhongtai Chemical,for successfully using the combination of "directional additional issuance and exchangeable debt" for financial arbitrage,and studies and analyzes the economic consequences of this behavior at various levels..Theoretically,it supplements and enriches the case studies in the relevant fields of arbitrage behavior of large shareholder portfolios of listed companies.In practice,it analyzes the reasons for the success of large shareholder arbitrage,which helps other investors to identify the arbitrage motives of large shareholder and offer advice to regulators.Improve relevant regulatory systems to maintain fairness and transparency in the capital market.The main research methods used in this paper include literature research method,event research method and norm research method.Regarding the literature research method,it mainly refines and integrates the literature data in three aspects: directional increase of issuance,exchangeable debt,and reduction of the majority shareholder as a theoretical basis.In terms of the event research method,the first day of the swap period is used as the event day to study the impact of exchangeable debt swaps on market performance in the short term.In terms of standardizing research methods,it summarizes the reasons for the success of this arbitrage and gives constructive opinions on the conclusions obtained.The structure of this article can be explained from five aspects.The first part is an introduction.First,it mainly explains the research background and significance of this article.Secondly,it comprehensively expounds the domestic and foreign research results in the areas of directional additional issuance,exchangeable bonds and major shareholder reduction,and finally determines the research ideas and methods of this article.,And pointed out the possible innovations and deficiencies in this article.The second part is an overview of related theories,introducing the concepts,elements and characteristics of directional issuance and exchangeable bonds,as well as the main modes and effects of financial arbitrage behavior,summarizing the theoretical basis related to the arbitrage behavior of large shareholders,and analyzing the following cases Lay the theoretical foundation.The third part is the background and strategy of the arbitrage behavior.It summarizes the entire arbitrage process,analyzes the arbitrage strategy of the major shareholder Zhongtai Group,and then finds out the reasons for its arbitrage success.The fourth part studies the economic consequences of the large shareholder’s portfolio arbitrage behavior.First,it can be seen from theproportion of shares before and after the arbitrage behavior that the large shareholder has not lost its controlling power,and the combined arbitrage has grabbed considerable arbitrage gains for the large shareholder,but At the same time,it also damages the interests of small and medium shareholders.Then from the perspective of financial performance,it is pointed out that the directional additional issuance will improve the financial performance of listed companies in the short term,which is conducive to driving the stock price upward.Finally,from the perspective of market performance,it can be exchanged.The excess return rate of debt when the debt is about to enter the swap period fluctuates greatly,and after entering the swap period,the impact on the company’s stock price is small.The fifth part is the conclusion and enlightenment of the case.This article believes that the control of the major shareholders over the listed company,the low-priced shares provided by the private placement and the flexibility of the exchangeable bonds are important reasons for the success of the arbitrage,but the arbitrage behavior also caused other small and medium-sized The interests of shareholders are damaged.Therefore,China’s regulatory authorities are called on to strengthen the supervision of the portfolio of directional additional issuance and exchangeable bonds,and to improve their information disclosure system.Listed companies themselves also need to optimize their corporate governance structure and investors should strengthen investment literacy and take multiple measures to avoid arbitrage by large shareholders Behavior has a huge negative impact on the capital market.