Private Placement System Research

According to the difference of objects and ways of issue, securities issue are divided into public and non-public ,which are two important components of the securities market, to meet the different needs of issuers. As China's rapid economic and financial development, public offerings have been far from meeting market demand, non-public offering represented by private equity funds living in the gaps of the system, wandering in the gray Zone between illegal fund-raising and public offering, influencing and restraining the development of the non-public market seriously. Although the new revision of the securities law and the company law in private placement have given non-public offering legal status and opened the system space in China , "Non-public offerings of stock listed company rules, "regulated listed company clearly, But for non-listed companies and private equity funds, there is a long way to go. For example, the range of non-public offering of securities, non-public offering of the audit record, non-public offering and limit the number of objects, non-public release of information disclosure and resale of private placement should be clearly defined. Only specific explicit laws can guide the market effectively, can promote non-public market healthy orderly, and only mutual growth of public offering and non-public offering can meet various different market financing needs.This article attempts to describe non-public types of securities, securities range defining, difference among non-public offering, public offering, and illegal fund-raising as well as the superiority of non-public offering in efficiency, cost, fair and order, combining with the development of the non-public development in our country to analyses practical Chinese private regulatory problems. Further argues that it is very urgent to establish and improve non-public offering. Finally this article reviewed the development of private equity of United States, Japan, Taiwan retrospectively, drawing on overseas market experience of non-public distribution system, perfecting our country's non-public system related system suggestions from China's defects. Mainly reflected in the expansion of the types of securities, securities regulatory institutions, the standard of qualified investors and limited number of non-public offering, resale system and information disclosure system comments.