Analysis:

Securities derivatives are composed of three parts: corporate financial products, institutional products and private banking. Among them, the institutional payment investment direction magnifies the investment results with structured products. Private banking avoids taxing the wealth (inheritance) of the rich. From the perspective of corporate finance, structured derivatives should consider two aspects: first, accounting, common stock and preferred stock are simple respectively, but once they are mixed, they become complicated. For CFO, he not only pays attention to the stock value, but also pays attention to the accounting results of financial statements. Reasonable tax avoidance should also consider whether the asset level is reduced. The second aspect: securities law: that is, the operability of complex transactions.

The first example is about derivative products to achieve corporate financing and issue forward stocks, that is, issuing stocks to be issued in the future today. For underwriters, risks are not reflected in the balance sheet. Companies can transfer risks to banks through contracts, and banks can turn risks into profits in the capital market, which is a new risk management model. Why is this happening? Related to legal innovation. According to the securities law, securities issued in the open market must be registered with the US Securities and Exchange Commission, which can be exempted under rare exceptions. The background is that the stock price may rise or fall within three months, and banks can borrow stocks to short and realize risk management. The problem is that the stock has nothing to do with the company. There are two situations in which forward stocks can be implemented. First, they need to realize the benefits under the uncertainty of supervision. For example, since 2003, the CSRC has stopped interfering with new actors. Also, at the end of the merger, there can be an alternative plan for forward stocks. In the merger of Company A and Company B, both the contract can be exercised to obtain money and the contract can be exempted.

The second example is about mixed bonds. This is produced after Moody's rating company changed its asset valuation method. The company's assets include common stock and ordinary bonds. From a tax point of view, bonds can make taxes more favorable, and from a credit rating point of view, stocks are more helpful. For lost absorption, bonds are better than stocks, but they can't own companies like stocks. Therefore, Guideline is a mixed bond with both equity income and tax income. Convertible bonds reached their peak in 2003. In the United States, the conversion fee of convertible bonds is limited to about 20% to 30%, which slows down the profit and makes it impossible to convert shares in five years. This is because the United States emphasizes the control of companies and requires a stable capital structure that is not easily diluted. American tax laws have many restrictions on stocks and convertible bonds. In China, the conversion cost of convertible bonds is 0. 1%, such as 100 yuan for stocks and10/yuan for convertible bonds, which has a high conversion probability and has arbitrage space from an economic point of view. The price of convertible bonds falls, and the price of options rises, making it easy to underwrite. China option price is high, convertible bonds are reset); Once a year; Guaranteed coupon Due to the national conditions of China and the existence of non-tradable shares, the restriction on capital structure, that is, the dilution of shareholding, is not strict.