作者：赵晓燕，中国进出口银行资金营运部承销管理处高级经理 通过对发行人和投资者的问卷与访谈调研，本文发现当前业务开展中存在以下特征：一是发行人认知与 意愿不足，多数发行人对现金要约收购的规则和操作流程了解不深，实际开展意愿偏低，尤其产业类企 业参与度不高；二是投资人参与积极性受价格影响大，投资人普遍要求要约价格高于市价，溢价水平成 为决定参与意愿的关键因素；三是现有信息披露体系尚不能完全满足投资人对信用风险判断的需求，影 响其决策效率；四是发行人与投资人在计划收购比例、定价机制等方面存在认知差异。 四、政策建议 为推动现金要约收购业务健康发展，本文提出以下建议。一是加强业务宣传与培训，通过典型案例总 结、线上线下培训等方式，提升市场主体对业务的理解与操作能力；二是发挥专业机构作用，强化中介 机构在交易管理、信息披露、投资者沟通等方面的职能，保障交易公平性与透明度；三是强化事前沟通 机制，建议发行人在发起要约前与投资者充分沟通，合理设定收购比例与价格，提升方案可执行性；四 是加大违规行为处罚力度，对恶意操纵市场、侵害投资者利益的行为，应纳入黑名单并实施严厉处罚， 维护市场秩序；五是提升信息披露质量，完善定期与临 ...

1. Report Industry Investment Rating - No relevant content provided 2. Core View of the Report - The "Decision of the People's Bank of China on Amending and Repealing Certain Rules (Draft for Comment)" may lead to the transformation of bond repurchase in the inter - bank market from pledged repurchase to outright repurchase in the future, with outright repurchase potentially becoming the core of China's bond repurchase. Although there are currently few outright repurchase transactions, it has supporting facilities, experience, and is conducive to international integration [1][11]. - In the short term, the impact on the bond market may be neutral. Unfreezing pledged bonds can increase asset supply, enhance liquidity, and provide a short - selling channel for investors, but risk prevention is also necessary [3][18]. 3. Summary by Relevant Catalog 3.1 Understanding "Canceling the Freeze on Pledged Bonds for Bond Repurchase" - On July 18, 2025, the central bank proposed canceling the freeze on pledged bonds for bond repurchase, which is a modification of Article 31 of the "Administrative Measures for Bond Registration, Custody, and Settlement in the Inter - bank Bond Market" [8]. - As of the end of June 2025, the balance of pledged repurchase in the inter - bank bond market was 24.30 trillion yuan, while the balance of outright repurchase was 203.4 billion yuan, less than 1% of the pledged repurchase balance. Pledged repurchase only has a financing function, and the ownership of pledged bonds does not transfer, reducing their liquidity and being unfavorable to the rights and interests of the fund lender in case of default or rapid interest rate increases. Outright repurchase has both financing and short - selling functions, and the fund lender has greater operational flexibility [8][11]. 3.2 Outright Repurchase Has Supporting Facilities and Experience - In terms of facilities, the term of outright repurchase has been extended to 365 days, the accounting treatment has been clarified, and the function of quoting and trading multiple bonds in a single outright repurchase has been launched [2][12]. - In terms of experience, the central bank launched an open - market outright reverse repurchase operation tool in October 2024, and by June 2025, the balance reached 4.60 trillion yuan, replacing part of the MLF [2][12]. - Switching to outright repurchase is conducive to international integration. The main forms of international bond market repurchase are classic repurchase and buy/sell - back transactions, where bond ownership transfers. China's offshore repurchase business has started to revitalize pledged bonds [2][16]. 3.3 Future Outlook - In the short term, the impact on the bond market may be neutral. Although the central bank's statement has raised market expectations for bond trading, currently, the net sale of national bonds does not match the central bank's policy tone [3][18]. - Canceling the freeze on pledged bonds can increase asset supply, enhance liquidity, relieve institutional liability - side pressure, and provide a short - selling channel for investors, but it is necessary to prevent a sharp increase in the leverage ratio of the bond market [3][18]. - If the switch from pledged repurchase to outright repurchase occurs, the scale of pledged bonds involved is estimated to be 14.76 trillion yuan based on the central bank's balance sheet and 8.22 trillion yuan based on the monthly trading volume of pledged repurchase in June 2025, assuming a 90% pledge ratio [3][19].

Report Summary 1. Report Industry Investment Rating No industry investment rating information is provided in the content. 2. Core Viewpoints - The central bank's move to cancel the freeze on pledged bonds is mainly to enhance market liquidity, and domestic bond repurchase may shift from pledge - style to buy - sell - back style similar to the central bank's. The change from frozen pledged bonds to transferable and tradable ones can significantly boost bond liquidity, especially considering that the average daily trading volume of pledged repurchase in China in 2025 is 5 - 6 trillion yuan [6]. - Canceling the freeze on pledged bonds can facilitate the central bank's treasury bond trading operations and promote the high - level opening - up of the bond market [7]. - The pattern of the current bond yield increase may shift from the previous "central bank tightens funds → bond yield increases" to "stock market rises → bond yield increases". If the economy does not decline significantly in the second half of the year, funds in the bond market may gradually flow out [10]. 3. Summary by Relevant Catalogs Event Background - On July 18, 2025, the People's Bank of China issued a notice on soliciting public opinions on the "Decision of the People's Bank of China on Amending Some Regulations (Draft for Comment)", which includes the provision of "canceling the regulation on freezing the pledged bonds for bond repurchase" [4]. - On July 8, 2025, Jiang Huifen, Deputy Director of the Financial Market Department of the People's Bank of China, stated at the Bond Connect Anniversary Forum 2025 that it supports the Hong Kong CMU to cancel the freeze on repurchase pledged bonds and further revitalize the pledged bonds, referring to the international common practice of bond repurchase [5]. International Practice of Bond Repurchase - International bond repurchase is centered around buy - sell - back. Through legal mechanisms and market tools, non - frozen management of pledged bonds is achieved, with the core features of ownership transfer and maximum liquidity [5]. Purposes of Canceling Pledged Bond Freeze - **Enhancing liquidity**: After the central bank's modification, the shift from pledge - style repurchase to buy - sell - back means that pledged bonds change from a frozen state to a temporarily transferable and tradable state, which can greatly enhance bond liquidity [6]. - **Facilitating treasury bond trading**: Canceling the freeze on pledged bonds can increase the number of available bonds in the market and expand the scope of the central bank's bond - buying and selling operations [7]. - **Promoting opening - up**: It is in line with international practices, which helps promote the high - level opening - up of the bond market [7]. Misunderstandings of Canceling Pledged Bond Freeze - **Misunderstanding 1**: It is a wrong view that the reverse repurchase party can re - pledge or replace the pledged bonds. According to relevant regulations, during the repurchase period, both parties cannot use the pledged bonds. Allowing re - pledging may turn bond repurchase into credit repurchase and increase financial risks. Canceling the freeze actually increases the rights of the reverse repurchase party [8]. - **Misunderstanding 2**: There is no causal relationship between canceling the freeze on pledged bonds and the central bank's imminent treasury bond trading. Since large banks have been continuously buying bonds since May 12, 2025, the central bank's restart of bond - buying is not restricted by the issue of pledged bonds. Canceling the freeze is mainly to enhance the liquidity of existing bonds in the long - and medium - term [9]. Stock - Bond Switch under Economic Expectation Revision - The current pattern of bond yield increase may shift, and if the economy does not decline significantly in the second half of the year, funds in the bond market may gradually flow out. The rhythm may be similar to that in 2009 and 2020, with the stock market rising first, followed by a lagging increase in bond yields and finally an increase in the capital interest rate [10].

Group 1 - The People's Bank of China (PBOC) has drafted a proposal to amend certain regulations, which is now open for public consultation [1] - The proposal clarifies the legal status of the Shanghai Clearing House as a bond registration, custody, and settlement institution [1] - The proposal aims to facilitate open market operations involving government bonds and promote a high level of openness in the bond market by removing the requirement to freeze collateral for bond repurchase agreements [1] - The proposal also includes modifications to the regulations regarding the disclosure of financial bond information based on current practices [1]

Core Viewpoint - Japan's Finance Minister, Kato Katsunobu, will continue to monitor the developments regarding the United States' "retaliatory tax" proposal [1] Group 1 - The Japanese government is currently unable to implement bond buybacks [1] - The government will carefully consider the possibility of bond buybacks in the future [1]

Group 1 - The Japanese Ministry of Finance officials have received requests to reduce the issuance of 20-year government bonds [1] - Traders at the meeting generally agreed with the Ministry's bond plan [1] - Some participants requested the repurchase of ultra-long bonds, while others expressed concerns that repurchases could harm market autonomy [1] Group 2 - There are currently no plans to repurchase bonds, and such repurchases cannot be implemented immediately [1] - The revised bond plan is expected to contribute to market stability [1]

Core Viewpoint - The Japanese Ministry of Finance officials have indicated that they do not rule out the possibility of repurchasing some existing Japanese government bonds [1] Group 1 - The consideration of repurchasing government bonds suggests a potential shift in monetary policy or a response to market conditions [1]

Core Viewpoint - The Japanese government is making significant adjustments to its bond issuance plan in response to market turmoil, reducing the issuance of long-term bonds while increasing short-term bonds to address supply-demand imbalances in the bond market [1][3]. Group 1: Bond Issuance Adjustments - The Japanese government plans to cut the issuance of 20-year, 30-year, and 40-year bonds by 1 trillion yen (approximately 6.9 billion USD) each in upcoming auctions until March 2026, resulting in a total reduction of about 10% from the original plan [1]. - The total planned sales of Japanese government bonds (JGB) for the fiscal year ending next March will decrease by 500 billion yen (approximately 3.44 billion USD) to 171.8 trillion yen [2]. Group 2: Increased Short-term Bond Issuance - To compensate for the reduction in long-term bonds, the Ministry of Finance will increase the issuance of short-term bonds, including a 1 trillion yen increase in the issuance of 2-year bonds, bringing the total to 27 trillion yen [1]. - The issuance of 1-year bonds will also increase by 6 billion yen to 39 trillion yen, and 6-month bonds will see a similar increase to 3 trillion yen [1]. Group 3: Market Response and Context - The adjustments are a direct response to the recent volatility in the Japanese bond market, where long-term yields surged to record highs and auction demand weakened [3]. - The Bank of Japan's decision to slow down the reduction of bond purchases starting next fiscal year provides a supportive backdrop for the Ministry of Finance's adjustments [3]. - The strategy of increasing short-term bond issuance, while addressing immediate market concerns, may lead to more frequent debt rollovers, making the fiscal situation more susceptible to market fluctuations [3].

Core Viewpoint - The Japanese Ministry of Finance stated that speculation regarding bond repurchases in July is unrealistic [1] Group 1 - The Ministry's comments indicate a firm stance against the current market speculation surrounding bond repurchases [1]

Core Viewpoint - The Japanese Ministry of Finance stated that speculation regarding the bond repurchase in July is unrealistic [1] Group 1 - The Ministry's comments aim to clarify misconceptions surrounding the bond market activities [1] - The statement reflects the government's stance on maintaining stability in the financial markets [1]