金融学院知识库

摘  要

  自2018年证监会宣布定向发行可转债可以作为上市公司并购重组的支付工具以来，使用该支付工具进行并购就受到了各界的关注。由于定向可转债具有权益证券和债券双重属性，可以缓解并购方现金支付的即时压力和股权支付的股权稀释风险。因此许多上市公司开始起草发行定向可转债支付交易对价和募集配套资金实施方案，但与此同时也伴随着到期未转股风险、偿付风险等问题。目前国内关于并购重组中发行定向可转债作为支付手段的研究较少，基本都是从其可行性进行分析，少有结合案例分析其风险防范问题的研究。因此，本文认为企业发行定向可转债作为并购的支付手段有进一步研究的必要性。

  本文选取新劲刚并购宽谱科技作为研究对象。首先,在并购的大背景下,基于政策推动、以及融资成本低的动因,新劲刚在并购中选择发行定向可转债作为支付手段和募集配套资金。其次,通过对并购过程，以及并购交易条款的了解分析，分析了新劲刚并购活动中发行定向可转债的风险来源。研究了新劲刚融资并购中对定向可转债风险防范存在的问题以及存在问题的原因,比如，未安排信用评级，估值不准确，提前回售、到期未转股以及业绩承诺不达标险。最后提出如下建议:完善信用评级机制，科学估值合理定价，灵活运用不同的支付方式，完善相关的法律法规。

关键词：融资并购 定向可转债 风险防范

Abstract

   Since the CSRC announced in 2018 that the targeted issuance of convertible bonds can be used as a payment tool for mergers and acquisitions of listed companies, the use of this payment instrument for mergers and acquisitions has received attention from all walks of life. Since the directional convertible bonds have the dual attributes of equity securities and bonds, which can alleviate the immediate pressure of cash payments of the acquirer and the risk of equity dilution of equity payments, many listed companies have begun to draft implementation plans for issuing directional convertible bonds to pay transaction consideration and raise supporting funds, but at the same time, they are also accompanied by problems such as the risk of unconverted shares due and the risk of repayment. At present, there is less research in China on the issuance of directional convertible bonds as a means of payment in mergers and acquisitions, basically from the perspective of their feasibility analysis, and rarely combined with case studies to analyze their risk prevention issues. Therefore, this paper believes that it is necessary for enterprises to issue directional convertible bonds as a means of payment for mergers and acquisitions.

    First of all, in the context of mergers and acquisitions, based on policy promotion and low financing costs, Xinjingang chose to issue directional convertible bonds for mergers and acquisitions. Secondly, through the understanding and analysis of the M&A process and the terms of the M&A transaction, the risk sources of Xinjinggang's financing mergers and acquisitions were analyzed. The problems and reasons for the risk prevention of New Jingang Financing M&A are studied, such as the failure to arrange credit ratings, inaccurate valuations, early resale, non-conversion of shares at maturity, and substandard performance commitment insurance. Finally, the following suggestions are put forward: improve the credit rating mechanism, scientific valuation and reasonable pricing, flexible use of different payment methods, and improve relevant laws and regulations.

Keywords：Financing mergers and acquisitions; directional convertible bonds;risk prevention