| With the development of the securities market,the major shareholders’ means of arbitrage are more diverse,hidden and complex,such as constructing a portfolio of financial instruments to carry out portfolio arbitrage.The stock exchange target of exchangeable bonds is the stock stock held by the issuer,which has special advantages in reducing holdings,so it has gradually become an important tool for major shareholders to reduce holdings.With the continuous development of China’s exchangeable bond market,this financial instrument began to be used by major shareholders to carry out arbitrage with other capital instrument portfolios,such as the portfolio arbitrage model of "exchangeable bond+private placement".This arbitrage model has two key links:on the one hand,as the target of private placement,the major shareholders subscribe for the listed company’s stocks at a lower price;On the other hand,major shareholders issue exchangeable bonds and set a high exchange price.Finally,major shareholders reduce their holdings through bond investors’ exercise and exchange of shares.The difference between the issue price and exchange price of private placement provides arbitrage space for major shareholders,thus realizing risk-free arbitrage.This paper takes Zhaoxin Energy Co.,Ltd.As the case study object,and makes an in-depth analysis of the arbitrage behavior of Zhaoxin Energy Co.,Ltd.’s major shareholders using the combination of "exchangeable bonds+private placement".In the whole process of arbitrage,Zhaoxin Energy Co.,Ltd.’s major shareholders influence the decision-making of listed companies by virtue of their control rights and information advantages,and promote the realization of arbitrage by means of choosing the issuing time,designing terms and manipulating stock prices.Besides major shareholders,other stakeholders,such as listed companies,minority shareholders and bond investors,are all affected by the arbitrage of major shareholders to varying degrees.Starting from the above problems,this paper analyzes the operation process,means and consequences of the portfolio arbitrage of "exchangeable bonds+ private placement",and puts forward targeted countermeasures and suggestions based on the research conclusions.This paper hopes that by studying the portfolio arbitrage behavior of Zhaoxin Energy Co.,Ltd.’s major shareholders,it can provide reference for other listed companies,eliminate the arbitrage opportunities of major shareholders and restrain the arbitrage behavior of major shareholders,protect the interests of other stakeholders,and promote the healthy development of private placement market and exchangeable bond market.The main research methods adopted in this paper include literature study,event study and case study.The literature research mainly reviews the literature on the three aspects of private placement,exchangeable bonds and the arbitrage of the two combinations by major shareholders.In the analysis of the effect of arbitrage,this paper uses the event study method to select the key event window to carry out the performance study of secondary market.This paper consists of six parts:The first part is the introduction chapter.The second part is the theoretical basis and literature review.The third part mainly analyzes the premise,mechanism,operation mode and consequences of portfolio arbitrage of exchangeable bonds and private add-issuance.The fourth part is the background of the case.The fifth part analyzes in detail the process,means and reasons of portfolio arbitrage of Zhaoxin Energy Co.,Ltd.’s major shareholders’ exchangeable bonds and private placement,and studies the consequences of portfolio arbitrage of major shareholders.The sixth part is divided into conclusion and revelation.The research conclusions of this paper are as follows:First,the major shareholders of Zhaoxin Energy Co.,Ltd.stock made successful arbitrage by using exchangeable bonds and private placement and obtained huge returns;Second,Zhaoxin Energy Co.,Ltd.’s major shareholders adopt a variety of arbitrage means to promote the completion of portfolio arbitrage;Third,the control rights of Zhaoxin Energy Co.,Ltd.’s major shareholders and loopholes in the policy system are the main reasons for the success of portfolio arbitrage.Fourth,Zhaoxin Energy Co.,Ltd.’s successful portfolio arbitrage has damaged the interests of other stakeholders. |
