Improve The Vision Of China's Securities Closed Distribution System

"Securities Law" established a non-public system of the issue of China's securities, but for various reasons, there are many problems on this system which is imperfect and not meet the needs of the securities market development. This paper researched on China's stock non-public system and the United States Private Securities placement system, and gave an idea on improve our country's issuing securities system.Chapter one, Analysis of our country's non-public placement security system. This chapter starts from the concept of securities issue. It is reversed from the listed scope of the "Securities Law" to conclude that non-public offering should have three elements, issue to the target groups; securities can not be issued to more than 200 persons totally; No Advertising, open and disguised to induce in public manner. Throughthe "Securities Law" expressly non-public issue specific actions-toissue shares to issue the requested analysis of the non-public listed companies, combined with the securities regulatory authorities and the State Department to explain the policy documents, to clarify the above-mentioned elements of content. Furthermore, to clarify the elements of the application of the current system of non-public placement of three specific issues, these three specific behavior analysis were got from the transfer of information disclosure, auditing point of view for the record on the issue, at last to conduct a brief appraisal on non-public placement system, and to improve the initial public placement of non-system to build a different public placement in order to have the ability to self-protection issue for investors object from the securities regulatory authorities review the system of issuing securities, and to learn from U.S. private placement securities issued system is an effective way.Chapter Two, reference from the United States Private placement Securities. In this chapter describes the specific issue of U.S. private placement system, clearly targeted in specific manner, and accept a particular standard way to issue. In this chapter the author pointed that the core of the United States Private placement Securities is to issue legal norms and lie in the nature of the exemption from registration. What's more, through the introduction and analysis of Section 4(2) in Securities Law(1933),Regulation D(1982),Rule 144(1972) and Rule 144A(1990). Summed up the characteristics and the superiority of issue of the private placement system: the balance and coordination: The balance of financing to facilitate and protect investors, the balance between efficiency and fairness, balance and market supervision, coordination with the issue of circulation.Chapter Three, Improve and adjust our country's concept of the system of issuing securities. First of all, in this chapter, the author stressed that the most important thing to learn foreign law is to understand the essence of the idea of legislation, lack of legislative guidance to the idea of mechanical transplantation of foreign law must imitate others unsuccessfully, such a law is useless. the concept of U.S. private placement securities issued by legislative system is balance and coordination: The balance of financing to facilitate and protect investors, the balance between efficiency and fairness, balance and market supervision, coordination and circulation issue, this is the goal and direction to improve and adjust the non-public placement system,. then the author bring forward the idea to adjust to improve our non-public placement system in stages following by the current situation of the development of China's securities market. Recently, through the improvement of administrative rules and regulations, the introduction of the stock of non-public placement safe haven,allowrence of the transfer of non-public placement of stock. In the medium-term ,through amendments to the "Securities Law", to further improve the administrative rules and regulations, the public placement to amend the definition of standards, the development of non-listed Public disclosure of corporate information approach, building a national unity under the supervision of the Securities and Exchange over-the-counter market; long-term, to amend the "Securities Law", expanding the application of the "Securities Law" in reference securities, the reform of the auditing securities system.