金融学院知识库

Abstract

In recent years, on the basis of promoting high-quality development, China is taking new steps to build a new development pattern. In this process, the M & A market has also experienced rapid development. M & A activities are of great significance and value to the capital market. It has added important help for enterprises to optimize resource allocation and achieve rapid development. At this stage, with the encouragement, support and guidance of supervision, directional convertible bonds are gradually used by listed companies as a payment tool in M & A to buy assets and raise supporting funds. In December 2020, Rongda photosensitive acquired 100% equity of Gaoshi electric research, which used directional convertible bond payment in asset acquisition. It is a typical case of China's capital market and has strong innovative significance.

This paper uses the case analysis method to compare and analyze the advantages and disadvantages of various payment methods, excavate the uniqueness of directional convertible bonds, sort out the M & A process of Rongda photosensitive using directional convertible bonds to Gaoshi electric research, investigate the motivation of using directional convertible bonds to pay transaction consideration, and analyze the specific clause design of "Rongda fixed transfer". In order to better evaluate the economic consequences of M & A of listed companies issuing directional convertible bonds, this paper discusses the market effect, financial effect and governance effect brought by the application of directional convertible bonds from the perspectives of corporate performance and corporate governance. The event study method is used to analyze the impact of issuing directional convertible bonds and M & A on the company's stock price, that is, market effect; Evaluate the long-term economic consequences of listed companies through the financial index method, that is, financial effects; Whether the change of corporate governance brings about the effect of corporate governance. At the same time, identify the risks in each stage before, during and after M & A, and put forward suggestions for both parties and regulators. The study found that the issuance of targeted convertible bond M & A has a significant impact on the stock price fluctuation of listed companies. Most of the company's financial indicators are good, showing positive economic consequences, which helps to enhance the endogenous driving force of the company's development. The application of directional convertible bonds optimizes the corporate governance structure, helps to alleviate the risk of information asymmetry, avoid excessive dilution of equity, and balance and coordinate the relationship between stakeholders. Directional convertible bond payment can control the risk of M & A and improve the efficiency of M & A market.

By summarizing the successful experience of Rongda photosensitive