定向可转债或成科技企业并购“标配工具”

Core Viewpoint - The "targeted convertible bonds" are becoming a focal point in the capital market as the activity in the merger and acquisition (M&A) market significantly increases, with a notable rise in their use as a payment tool for major M&A projects since 2025 [1][2]. Group 1: Market Activity and Trends - Since the introduction of the "Targeted Convertible Bond Restructuring Rules" by the CSRC two years ago, there has been a systematic regulation of the issuance conditions, pricing mechanisms, and lock-up arrangements for targeted convertible bonds [2]. - As of October 2025, there have been 144 newly announced major M&A projects in China, representing a year-on-year increase of 51.58%, with private enterprises particularly active, increasing from 59 projects last year to 106, a growth of 79.66% [2]. - The semiconductor industry has emerged as the primary sector for the issuance of targeted convertible bonds, with 5 out of 6 newly issued bonds related to this industry, covering areas such as analog chip design and power semiconductors [2][3]. Group 2: Features and Advantages of Targeted Convertible Bonds - Targeted convertible bonds offer a unique combination of debt security and equity appreciation potential, providing flexibility in transaction terms that can balance the valuation expectations of both parties involved in M&A [3]. - The new regulations have optimized the terms of targeted convertible bonds, focusing on protecting the rights of existing shareholders, including provisions like covering performance commitment periods and prohibiting downward adjustments of conversion prices [4]. - The interest rate for targeted convertible bonds has significantly decreased to 0.01%, providing a substantial advantage to issuers [4]. Group 3: Case Study and Future Outlook - The case of SIRUI, a simulated chip design company, illustrates the use of "differentiated pricing + targeted convertible bonds" to address varying valuation demands, allowing the management team to accept a lower valuation while sharing future benefits through conversion [5][6]. - As the capital market continues to reform and the marketization of M&A increases, targeted convertible bonds are expected to become a standard tool in sectors such as semiconductors, pharmaceuticals, and high-end manufacturing [6]. - The unique attributes of targeted convertible bonds, particularly in technology-driven M&A, can effectively mitigate transaction risks and enhance integration success rates [6].