Theory Of Establishment And Improvement Of The Private Securities Transfer System In Our Country

Amended in2005, the Securities Law of China clearly defines what the “publicoffering” is in Article10; it is actually built a basic legal framework for theestablishment of the private offering. Since there are lots of private offering and transferactivities in reality, so before our private offering legal system established, constructingand perfecting the private offering securities transfer system become particularlytroublesome. Because of the lack of restriction on alienation of the private offering, caneasily lead the publishers avoid of public audit, threat the normal order of the securitiesmarket and transaction security, harm the interests of investors. This paper usescomparative research, historical research and empirical research methods, mainlydiscusses how to establish and perfect our country’s private offering securities transfersystem. The article first defines the basic concepts related to the private securitiestransfer system, reveals the goal of the regulation of private offering securities transfersystem. Then reviewed the Securities Act of1933and the United States of America SECpromulgated rules144and144A in private resale of securities regulation, summarizesthe United States Securities Law on private resale of securities regulation ideas, thedevelopment course and the valuable experience. Then the author puts forward weought to draw lessons from American experience, classified the private offering transferof securities as public transfers and private transfer two types, according to the twokinds of transfer characteristics determine the different regulatory focus, making itsregulation very targeted but can give attention to the private market liquidityrequirements. Thus, the author analyzed regulatory system of the status quo of China’slaws and regulations from the investors’ qualifications and the number of restrictions,the provisions of the private offering securities transfer places, the informationdisclosure requirements, restrictions on the holding period, the transfer restrictions onthe number five aspects, summed up the shortcomings of our country in these areas.Finally, based on looking for the gap with the United States, draw lessons fromAmerican experience, the article puts forward to build and perfect our private offeringsecurities transfer system, we should be regulated according to the differentcharacteristics of private offering securities public transfer and private transfer, andproposed a superficial suggestions. The thesis is divided into introduction, main body, and conclusion three parts. Thereare four parts in main body:The first part is an overview of the private offering securities transfer system. Itmainly consists of two parts: the first part introduces the basic concepts of privateoffering securities transfer system, and to lay the foundation for later discussed,including: define the scope of "securities", discriminate the concepts of securitiesissuance and transfer of securities, define the concept of private offering. Then revealsthe private offering securities transfer system regulation goal, namely: to seek thebalance between protecting the interests of investors and enhancing private offeringsecurities’ liquidity.The second part is the introduction of the U.S. private offering securities resale legalregulation and experience. Mainly consists of two parts: First, the introduction of theUnited States "the Securities Act of1933” legal regulation on the resale of privateplacement securities, including Article5, section4(2) and Regulation D, Section4(1).These early provisions have not wholly satisfactory, from the idea of regulation, theyare all from the perspective of control "for sale". Followed by the SEC the resale ofprivate offering securities law regulation, Rule144and Rule144A. The two SECexemption rules can be said to constitute the United States of America private securitiesresale system. Rule144exemption rules for public resale of private offering securities,Rule144A exemption rules for private resale. Both them are successful practice for theprinciples:"to seek balance between the protection of the interests of investors andenhance the private equity liquidity”. Finally is to carding regulation experience of theUnited States of America private offering securities resale. First the author is dividedAmerican private offering securities resale into private resale and public resale, thenanalyzing each of the two types’ regulation focuses and summarizing the experience. Inthe private resale, the author sort out the experience of "qualified investors" system,PORTAL system and private placement and transfer of information disclosure system;in the public resale, the author summarizes the regulation method of the holding periodrestrictions and the transfer of quantitative restrictions.The third part is the analysis of the status quo of China’s private offering securitiestransfer system. Collected the "Company Law", the "Securities Act", as well as therelevant provisions scattered in the administrative regulations formulated by the administrative supervision departments of the CSRC, CBRC, CIRC and the People’sBank.Analyzed regulatory system of the status quo of China’s laws and regulations fromthe investor qualification and restrict the number of private offering securities transfer,space provision, the information disclosure requirements, the holding period restrictionson transfers, the limit to the number five aspects, then summed up the inadequacies ofthese five aspects.The fourth part is to put forward the proposal to build and improve the privateoffering securities transfer system in China. Through the analysis of the United States ofAmerica regulation ideas, draw lessons from American experience, put forwardcompose to build and perfect our private offering securities transfer system, should berespectively regulated according to the different characteristics of public and privatetransfer. From private transfer of private offering securities perspective, mainlydiscusses three big problems: the perfection of our" specific objects"/" qualifiedinvestors" system, construction of private securities private transfer market, theestablishment of China’s private equity issuance and transfer of information disclosuresystem; From public transfer perspective, the main objective should be improve theregulation method of the holding period restrictions and the transfer of quantitativerestrictions.