concept
The main classification of corporate bonds
The main features of corporate bonds include:
Characteristics of corporate bonds
Definition of the concept of corporate bonds
Analysis on the Development of Related Bond Varieties
concept
Corporate bonds refer to securities issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time.
Corporate bonds are the manifestations of corporate bonds. Based on the issuance of corporate bonds, a legal relationship of creditor's rights and debts is formed between bondholders and issuers with the content of repaying principal and interest.
Therefore, corporate bonds are debt certificates issued by companies to bondholders.
[Edit this paragraph] The main classification of corporate bonds
(1) can be divided into:
(1) Registered bonds, that is, the name of the holder is registered on the front of the bond, and the principal and interest are collected with the seal. When transferring, it must be endorsed and registered in the bond issuing company.
(2) Bearer bonds, that is, the name of the holder is not required to be stated on the face of the bonds, and the principal and interest repayment and circulation transfer are only subject to the bonds without registration.
(2) According to whether the holder participates in the company's profit distribution, it can be divided into
(1) Participating corporate bonds refer to corporate bonds that can not only obtain interest income as agreed in advance, but also participate in the company's profit distribution to a certain extent.
(2) Non-participating corporate bonds refer to corporate bonds whose holders can only get interest at the pre-agreed interest rate.
(3) According to whether it can be redeemed in advance, it can be divided into:
(1) Corporate bonds can be redeemed in advance, that is, the issuer buys back all or part of the bonds issued by it before the bonds expire.
(2) Corporate bonds cannot be redeemed in advance, that is, corporate bonds that can only repay the principal and interest at one time.
(4) According to the purpose of issuing bonds, it can be divided into:
① Ordinary corporate bonds, that is, corporate bonds characterized by fixed interest rate and fixed term.
This is the main form of corporate bonds, which aims to provide funds for the company to expand its production scale, Mi Yuan.
(2) Reorganization of corporate bonds, bonds issued to pay off corporate debts, also known as old bonds with new ones.
(3) Interest-bearing corporate bonds, also known as adjusted corporate bonds, refer to new bonds with lower interest rates issued by companies facing debt credit crisis with the consent of creditors in exchange for previously issued bonds with higher interest rates.
(4) Deferred corporate bonds refer to corporate bonds that the company can extend the repayment period with the consent of creditors when the issued bonds repay the principal and interest at maturity and the new debts cannot repay the old debts.
(5) According to whether the issuer gives the holder the option, it can be divided into:
(1) Corporate bonds with options refer to some corporate bonds issued by issuers, which give the holders certain options, such as convertible corporate bonds (with options to convert into common stocks), corporate bonds with warrants and repayable corporate bonds (with options for the holders to sell the bonds back to the issuer before the maturity of the bonds).
(2) Corporate bonds without options, that is, corporate bonds in which the issuer has not given the above options to the holders.
[Edit this paragraph] The main features of corporate bonds include:
1, which is risky. The repayment source of corporate bonds is the company's operating profit, but there is great uncertainty in the future operation of any company, so corporate bondholders bear the risk of losing interest or even principal.
2. The principle that the rate of return is higher and the risk is proportional to the income requires that the corporate bonds with higher risk should provide higher investment income for bondholders.
3. For some bonds, the issuer and the holder can give each other certain options.
[Edit this paragraph] The characteristics of corporate bonds
1, corporate bonds are necessary securities;
2. Corporate bonds are monetary securities and financing securities;
3. Corporate bonds are securities that can be transferred, mortgaged and circulated;
4. Corporate bonds are government securities.
[Edit this paragraph] Definition of the concept of corporate bonds
The concept of corporate bonds in textbooks is basically defined as follows: "Corporate bonds are securities issued by companies in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time".
At the same time, it further shows the creditor-debtor relationship between bond issuing companies and bond investors. The bondholder of a company is the creditor of the company, not the owner of the company, which is the biggest difference from the stock holder. Bondholders have the right to receive interest from the company according to the agreed conditions and recover the principal at maturity. Earning interest takes precedence over shareholders' dividends, and also takes precedence over shareholders' recovery of principal when the company goes bankrupt and liquidates.
However, bondholders cannot participate in the operation, management and other activities of the company.
The definition and explanation of "corporate bonds" mentioned above is undoubtedly correct.
However, if we really want to understand the concept of corporate bonds in theory, we must also make the following analysis:
1. Corporate bonds are "securities"
First of all, as a kind of "securities", corporate bonds are not ordinary commodities or commodities, but legal documents that can prove economic rights and interests.
"Securities" is the general name of all kinds of creditor's rights and property ownership certificates that can obtain certain income, and it is a certificate used to prove that the holder of securities owns and obtains the corresponding rights and interests.
Secondly, corporate bonds are "securities", which reflect and represent a certain economic value and have a wide range of social acceptance, and can generally be transferred and circulated as financial instruments.
Therefore, in this sense, "marketable securities" is a kind of ownership certificate, which must generally indicate the face value to prove that the holder has the right to obtain certain income on schedule and can be freely transferred and traded. It has no value in itself, but it represents a certain property right.
The holder can directly obtain a certain amount of goods, currency, interest, dividends and other income.
Because this kind of securities can be traded and circulated in the securities market, it objectively has a transaction price.
2. Corporate bonds are issued by companies.
Issuers and debtors of corporate bonds are "companies", not enterprises in other organizational forms.
The company here is not an ordinary enterprise, but a "corporatized" enterprise.
An enterprise that issues corporate bonds must be a legal person enterprise, that is, a "company".
Under normal circumstances, other types of enterprises, such as sole proprietorship, partnership and cooperative enterprises, do not have the property right basis for issuing corporate bonds and cannot issue corporate bonds.
State-owned enterprises are wholly-owned enterprises, and theoretically they cannot issue corporate bonds. However, according to China's relevant laws and regulations, China's state-owned enterprises have their special property rights characteristics different from other countries, and they can also issue bonds-corporate bonds (non-statutory corporate bonds).
Moreover, not all companies can issue corporate bonds.
Theoretically, companies that issue corporate bonds must bear limited liabilities, such as "limited liability companies" and "joint stock limited companies". Other types of companies, such as unlimited liability companies and joint stock limited companies, cannot issue corporate bonds.
3. Corporate bonds must be realized through "issuance".
Corporate bonds can only be realized through the issuer's "issuance" to investors.
The issuance of corporate bonds is a credit transaction process in which issuers obtain funds by selling their own credit certificates-corporate bonds, and corporate bond investors purchase issuers' credit certificates by paying the funds.
Legally speaking, issuance is an "offer behavior".
With the issuance of corporate bonds, issuers generally make an offer by issuing the articles of association or the prospectus for issuing bonds. Investors who recognize and accept the terms of the offer and are willing to pay the necessary funds can become corporate bond investors. At the same time, all investors who buy corporate bonds are equal to accepting the offer, must fulfill their obligations and have the right to obtain the rights and interests in the offer.
In the process of issuing corporate bonds, according to the basic characteristics of "offer", it is necessary to clarify the issuer, issuer, purpose of raised funds and all elements of corporate bonds, including the issuer, issuance scale, term, interest rate, interest payment method, guarantor and other options. Therefore, issuing corporate bonds as an "offer" behavior is a "sell-buy" of corporate bonds.
Generally speaking, issuance includes public offering and private placement.
Public offering is a public offering for investors who are not specific to society. The examination and approval of securities issuance in this way is strict, and the publicity system is adopted. Private placement is aimed at a specific minority of investors, and its audit conditions are relatively loose, and the publicity system is not adopted.
4. Corporate bonds need to "repay the principal and interest".
Corporate bonds are corporate bonds because of their main characteristics: repayment of principal and interest, which is a fundamental difference from other securities.
First of all, corporate bonds reflect the creditor-debtor relationship between its issuers and investors. Therefore, corporate bonds should be repaid at maturity, not "investment" or "gift", but a "loan" relationship.
Secondly, corporate bonds should not only repay the principal at maturity, but also pay a certain amount of "interest" in addition to the principal, which is the "return" for investors to give up their own funds for a period of time.
It is "investment income" for investors and "capital cost" for issuers.
There are two ways to determine interest: fixed interest and floating interest. There are two ways to pay interest: one-time payment at maturity and interval payment (such as once a year and once every six months).
5. Corporate bonds have a "certain term".
Corporate bonds reflect the relationship between creditor's rights and debts, which is a kind of lending behavior, and it needs to be determined how long it will take to repay.
First of all, according to the general theory of finance, corporate bonds, as capital market tools and long-term financing channels, must have a maturity of more than one year. Secondly, this term includes the duration of corporate bonds and the interest payment period of corporate bonds. Third, although the terminology is certain, it is also changing.
For example, at the time of issuance, the terms of early redemption and delayed payment can be agreed in the prospectus, and these terms are predetermined changes on the basis of "a certain period of time".
In addition, in developed capital market countries, indefinite corporate bonds have been issued, but this kind of bonds is a very special kind and basically does not exist at present.
6. The term of corporate bonds and the conditions for repayment of principal and interest shall be "agreed in advance".
When the issuer of corporate bonds sells credit certificates-corporate bonds to investors, it gets the funds belonging to investors, and when investors pay the funds, it gets the commitments of corporate bonds and issuers, including term commitments and interest commitments.
It's a promise, one is to do it well in advance, and the other is to clarify the content of the promise.
At the same time, as an offer, it must be "pre-agreed" in the offer documents, including issues that must be selected and optional, such as issuance scale, term, interest rate and repayment method.
7. The issuance of corporate bonds shall be conducted in accordance with legal procedures.
Issuing corporate bonds is an important event for companies and regulatory authorities that issue corporate bonds.
For issuers, issuing corporate bonds is a major social financing behavior to sell credit to social investors and increase liabilities. The company law of almost all countries stipulates that the issuance of corporate bonds must be approved by the company's decision-making bodies, such as the board of directors and the general meeting of shareholders, and the management and management of the company shall not decide to issue corporate bonds without authorization.
For * * * regulators, issuing corporate bonds involves great social credit, which has a great impact on stabilizing social and economic order and safeguarding investors' rights and interests. Therefore, the company law of almost all countries stipulates that the issuance of corporate bonds must be approved or recognized by the relevant regulatory authorities of * * *, or registered with the regulatory authorities of * * *, otherwise it is illegal.
Therefore, "according to legal procedures" mainly contains two meanings: (1) it needs to be approved by the company's decision-making level, such as the board of directors and shareholders' meeting, and (2) it needs to be approved by the * * * regulatory authorities.
* * * In the process of approving the issuance of corporate bonds, the regulatory authorities have also imposed strict requirements on credit rating, financial audit, legal certification and information disclosure through relevant laws and regulations.
[Edit this paragraph] Analysis on the development of related bond varieties
The above analysis is aimed at the theoretical concept of corporate bonds.
However, we should realize that there is a certain gap between the concept of corporate bonds in reality and the concept of corporate bonds in theory: first, the concept of corporate bonds in reality must be based on theoretical corporate bonds, and its system design, system arrangement and operation mode must be consistent with the basic principles and core ideas of theoretical corporate bonds; Second, the concept of corporate bonds in a purely theoretical sense is meaningless, and it needs to be designed and arranged according to the legal basis of different countries and times.
For example, in China, there are corporate bonds, corporate bonds and financial bonds in terms of legal and regulatory arrangements.
However, the design of these different types of bonds must be based on theoretical corporate bonds and consistent with theoretical corporate bonds.
Therefore, we should strictly distinguish the concept of corporate bonds in the theoretical sense from the concept of corporate bonds in the practical sense, rather than simply applying the concept of corporate bonds in the theoretical sense to the actual institutional arrangements. We must make institutional arrangements in line with the actual situation according to the economic and social systems and legal frameworks of different countries.
Therefore, when arranging theoretical corporate bonds in the real system, the names of bonds need not be limited to "corporate bonds", but can have other names, such as corporate bonds and financial bonds in China, financial bonds in Japan, municipal bonds in the United States, subordinated bonds and asset-backed bonds. Although these bonds are not "corporate bonds" in name, their theoretical basis is still corporate bond theory, which is an institutional arrangement under different economic systems and legal frameworks. It has both theoretical basis and legal basis, and it is a change or extension of corporate bonds in theoretical sense under different economic systems and legal environments, aiming at different problems.
1. Corporate bonds
Corporate bonds were born in China, which is a unique bond form in China.
According to China's1Regulations on the Administration of Corporate Bonds promulgated and implemented in the State Council in August, 1993, "Corporate bonds refer to securities issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time".
From the definition of corporate bonds itself, compared with the definition of corporate bonds, except that the issuer has the difference between enterprises and companies, everything else is the same.
At present, there are two views on the concept of corporate bonds in China: (1) corporate bonds are also called corporate bonds, which are no different from corporate bonds; (2) Corporate bonds are not established in theory, which is an irregular concept.
The author believes that the above two views have their reasonable side, but they are inaccurate and incomplete.
Firstly, analyze the legal basis of corporate bonds in China.
Article 2 of China's "Regulations on the Administration of Corporate Bonds" stipulates that "these Regulations shall apply to bonds issued by enterprises with legal personality in People's Republic of China (PRC)" and "no unit or individual may issue corporate bonds except the enterprises specified in the preceding paragraph".
Article 159 of China's Company Law stipulates that "a limited liability company established by a joint stock limited company, a wholly state-owned company and two or more state-owned enterprises or two or more other state-owned investors may issue corporate bonds in accordance with this Law in order to raise funds for production and operation".
It can be seen that from the perspective of laws and regulations, the concept of corporate bonds is much broader than that of corporate bonds. Just as enterprises cover companies, corporate bonds also cover corporate bonds.
Judging from the issuance conditions, there are five basic conditions for issuing corporate bonds stipulated in the Regulations on the Administration of Corporate Bonds: (1) The enterprise scale meets the requirements stipulated by the state; (2) The enterprise's financial accounting system meets the requirements stipulated by the state; (3) Having solvency; (4) The enterprise has good economic benefits and made profits for three consecutive years before issuing corporate bonds; (5) The use of the raised funds conforms to the national industrial policy.
Obviously, the conditions stipulated in the Regulations on the Administration of Corporate Bonds are very general.
The Company Law stipulates that there are six basic conditions for issuing corporate bonds: (1) the net assets of a joint stock limited company are not less than RMB 30 million, and the net assets of a limited liability company are not less than RMB 60 million; (2) the total accumulated bond balance is not more than 40% of the net assets; (3) the average distributable profit in the last three years is enough to pay the interest of corporate bonds for one year; and (4) the raised funds should be used for investment.
(six) other conditions stipulated by the State Council.
Comparing the issuance conditions of corporate bonds and corporate bonds, it is not difficult to see that the basic conditions for issuing corporate bonds are further requirements for reflecting the characteristics of corporate bonds on the basis of the basic conditions for issuing corporate bonds.
For example, in terms of asset scale (including net asset balance), corporate bonds are more specific than corporate bonds, and in terms of profitability, corporate bonds put forward further requirements than corporate bonds: the use of raised funds is basically the same, and in terms of interest rate control, corporate bonds are implemented in accordance with Article 18 of the Regulations on the Administration of Corporate Bonds, "The interest rate of corporate bonds shall not be higher than 40% of the interest rate of bank residents' savings deposits in the same period".
In terms of corporate bonds and corporate bond issuance management, the scope of the Regulations on the Administration of Corporate Bonds is the bonds issued by all corporate legal persons (including corporate legal persons, of course) registered in China. The issuance of corporate bonds must first obey the basic premise and meet the basic requirements of the Regulations on the Administration of Corporate Bonds, and then further standardize the requirements of corporate bonds according to the Company Law.
In other words, enterprises that are not regulated by the Company Law issue corporate bonds in accordance with the Regulations on the Administration of Corporate Bonds; A joint stock limited company and a limited liability company established by two or more state-owned investors that meet the requirements of the Company Law shall issue corporate bonds in accordance with the provisions of the Company Law, which is also corporate bonds and meets the relevant requirements of the Regulations on the Administration of Corporate Bonds.
Secondly, it analyzes the theoretical basis of the existence of corporate bonds in China.
The reason why corporate bonds can exist as a financial tool and can be designed as a financing system and financing tool lies in the fact that companies issuing corporate bonds have a property right foundation for existence and development: (1) separation of property ownership and management rights; (2) Implementing a limited liability system; (3) Clear property rights.
Generally speaking, other types of enterprises other than companies do not meet these three property rights requirements at the same time. For example, there is no substantial separation between the ownership and management rights of enterprises, including single investment enterprises (established by a natural person) and partnership enterprises (funded by more than two people according to the agreement), which are not limited liability systems and have unclear property rights.
Therefore, non-corporate enterprises generally cannot issue bonds to the public.
The problem is state-owned enterprises.
Many countries have state-owned enterprises. State-owned enterprises refer to enterprises whose capital is wholly or partially owned by the state and directly or indirectly controlled by the state.
For state-owned enterprises whose capital is only partially owned by the state, such enterprises generally appear in the form of joint stock limited companies or limited liability companies, that is, the state or * * * holds different shares with other shareholders.
Under normal circumstances, this kind of state-owned enterprises (companies) meet the three property rights foundations for the existence and development of corporate bonds, and there is a theoretical basis for issuing corporate bonds.
For state-owned enterprises whose capital is owned by the state, in countries with complete market economy, state-owned enterprises do not have the property right basis for issuing corporate bonds: (1) separation of ownership and management rights, (2) limited liability system, and (3) clear property rights.
Therefore, in theory, state-owned enterprises are generally not allowed to issue corporate bonds.
Even if bonds are issued, the state or * * * will bear unlimited joint liability, which belongs to the nature of * * * bonds to some extent.
However, with the deepening of China's economic reform and opening up, the property rights of state-owned enterprises in China have distinct characteristics: First, the company law stipulates that wholly state-owned limited liability companies can be established and corporate bonds can be issued.
Ii. 1992 the regulations on the transformation of operating mechanism of industrial enterprises owned by the whole people promulgated and implemented in the State Council on July 23 stipulates that "the goal of transforming the economic mechanism of enterprises is to make enterprises adapt to market requirements, become independent, self-financing, self-development and self-restraint commodity production and business units according to law, and become enterprise legal persons who independently enjoy civil rights and bear civil liabilities.
1The Regulations on the Supervision and Administration of State-owned Enterprises' Property promulgated and implemented on July 24th, 994 also stipulates that state-owned enterprises should "establish a clear property right relationship", "separate the ownership and management rights of enterprise property", "enterprises independently control their legal person property and bear civil liabilities independently" and "the state's property liability for enterprises is limited to the capital invested in the enterprise".
An enterprise shall bear civil liability independently with all its legal person property ".
In this way, even state-owned enterprises that are not wholly state-owned companies have the property rights foundation for issuing corporate bonds.
Therefore, under the legal framework of our country, there is a theoretical basis for such non-corporate state-owned enterprises to issue bonds. Of course, they can only issue corporate bonds in accordance with relevant laws and regulations.
Third, according to China's company law, not all companies that have the property right foundation to issue corporate bonds can issue corporate bonds. For example, in addition to "a joint-stock company, a wholly state-owned company and a limited liability company established by two or more state-owned enterprises or other two or more state-owned investors", a limited liability company with no or only one state-owned enterprise or state-owned investor among the promoters cannot issue corporate bonds in law, but it can issue corporate bonds in theory. In such a complicated situation.
To sum up, we can understand corporate bonds as follows: (1) Corporate bonds are an institutional arrangement under the special legal framework and specific system in China, especially the bonds issued by state-owned enterprises in China, which are not general in theory and practice.
(2) According to China's relevant laws and regulations, corporate bonds are closely related: corporate bonds, including corporate bonds, are a special form of corporate bonds. Corporate bonds first follow the relevant laws and regulations of corporate bonds and must be further standardized.
(3) Corporate bonds and corporate bond theories are consistent in theory, and corporate bonds follow the same basic laws.
(4) Corporate bonds are the historical product of China's economic system reform and development. With the gradual improvement of China's market economy system and modern enterprise system, and the gradual standardization of state-owned enterprises in accordance with the modern company system, the connotation of corporate bonds will change.