China's Legal System Of Securities Private Study

The securities of Non-Public Offering, as a method to reduce transaction costs and improve efficiency of information, and effectively eliminate the information asymmetry, provides an attractive direct financing way for the issuer in the capital market. Besides, under the objectives of investor protection and facilitating the financing, the Legal system of Non-Public Offering reflects the efficiency of the law and the fair value. This mode could be originated to a early stage in our country, although it is not always showed in a uniform way and even it has many different names like Private Offering, Direction-Specific Placement, non-public Direction-Specific Offering and so on. For example, Shenzhen Municipal People’s Government has published the "Interim Measures for the Administration of Shares issuance and Exchange in Shenzhen" in May15th,1991. This regulation clearly divided securities issuance into three different ways, which are public offering, private placement and internal circulation. However, as the public offering is preferred by the authority, especially in a way of shares public offering and listing, Non-Public Offering faded out the vision of legal regulation. Until Article10of the Securities Law of the People’s Republic of China,2005, which clearly raise the non-public offering of securities, Non-Public Offering’s Legal foundation is reset.Until the Article10of the2005Securities Law of the People’s Republic of China clearly raises the concept of "Non-Public Offering" of securities, the legal basis for China’s Non-Public Offering Legal system is really laid closed distribution system. After nearly six years of development, the basic framework of China’s Non-Public Offering Legal system has taken shape. The issuance of "Interim Measures for the Administration of Bonds of Securities Companies","Measures for the Administration of Securities Issuance of listed companies" and its implementation details,"Measures for the Administration of Subordinated Bonds Issuance of commercial Bank" and "Rules for non-public specific direction issuance of debt financing instruments by non-financial enterprises in inter-bank bond market" and other relevant regulations Also greatly enriched China’s Non-Public Offering Legal system.In this paper, through theoretical studies, historical research, law analysis and draw on extra-territorial legal system, it can be found that the current non-public legal system is still a chaotic and unclear system, which needs to solve the incoherence of multiple regulatory laws and authorities. In this regard, here suggests that:(1) further improve the Article10of "Securities Law" into a more complete and clearer way, and around it Non-Public Offering legal system could be set up;(2) rationalize the Non-Public Offering regulations by the establishment of the Article10of "Securities Law" as the core and other regulations’complement each other;(3) strengthen the coordination and communication of the regulatory authorities and make the ideas and models of regulation to non-public offering in to a uniform way.