Construction Of China's Private Equity Transfer Of The Legal System

The legal framework of private offering is established by the Securities Law of China. However, there are fatal loopholes and deletions in the legal system of transferring private offering securities which is the most important part of private offering. As a result, in the name of transferring private offering securities, a great deal of disguised public offerings has succeeded avoiding the supervision of securities regulatory authorities. It not only harms the investors'interests, but also goes against the legal system of private offering, which has a bad impact on public offering as well as disturbs the order of securities market. Based on the analysis of the situation and deflections of the legal system of transferring private offering securities in China, this thesis elaborates the rules of transferring private offering securities in USA, i.e. Rule 144 and Rule 144A, the legal liability for illegally transferring private offering securities in the US Securities Act of 1933, as well as the reference value of the legal systems of transferring private offering securities in USA, and then taking into account the legal systems in developed countries like in USA,the suggestions of establishing the legal system for transferring private offering securities have been made. On the one hand, the Securities Law needs to offer ways of transferring private offering securities legally in order to achieve the system value of private offering and protect the interests of issuers as well as investors. On the other hand, the Securities Law needs to impose punishment on illegally transferring private offering securities and prevent the illegal public offering in the name of transferring private offering securities so as to lead investors to abide by law when transferring the private offering securities.The thesis is divided into three parts, that is, Introduction, Main body, and Conclusion. There are four chapters in Main body:In the first chapter, the author analyzes the concepts of private offering and transferring of private offering securities. Then the author reveals the relations between issuing and transferring of securities, pointing out that under a certain condition, the transferring of private offering securities may turn into public offering, brings out the concept of secondary distribution. And then the author points out that there are fatal loopholes and deletions in the legal system of transferring private offering securitiesIn the second chapter, the author analyzes the status quo and deflections in the legal system of transferring private offering securities. Firstly, the author elaborates the status quo of the legal system for the transferring private offering equity securities, pointing out the main deflection lies in the chaos and disorder of transferring private offering equity securities, which is not regulated by laws, as rules of regulatory authorities are only aimed to prevent the illegal transferring of private offering equity securities without arrangement for transferring private offering securities legally. Then, the author elaborates the status quo of legal system for transferring private offering bond securities in China, pointing out the main deflection lies in different legislations drawn up by different regulators, which artificially dissever transferring system of private offering bond securities and make it separated from transferring system of private offering equity securities.In the third chapter, firstly, the author elaborates basic principles of transferring private offering securities set by laws and rules in the USA. Then the author elaborates two main ways of transferring private offering securities legally provided by Rule 144 and Rule 144A released by SEC in the USA as well as the liability of illegal transferring of private offering securities set by the US Securities Act of 1933, on the basis of which the experiences of the transferring system for private securities in USA is brought out. The experiences that should be drawn are the balance of limiting transferring private offering securities and enhancing liquidity of private offering securities, the legal system of qualified investors, the demands for the information disclosure of transferring private offering securities, the punishment for the illegal transferring of private offering securities.In the fourth chapter, the suggestions for establishing legal system for transferring private offering securities in China have been proposed on the basis of drawing on the advanced experiences of developed countries. Firstly, the author suggests that establishing the legal system of transferring private offering securities should be based on the establishment of the legal system of public corporation, secondary distribution and qualified investor in the Securities Law. Then the author advises to establish two systems of transferring private offering securities publicly and privately. Finally, the author puts forward proposal to impose punishment on transferring private offering securities illegally.