A Study Of Legal Issues On Chinese Exemption System Of Non-public Offering Securities

The Non-public Offering securities system is an important part in Chinesesecurities issuance system. The core of the Non-public Offering securities is registeror approval exemption, which is the most important system in the system ofNon-public Offering securities. Compared with Public Offering securities, theNon-public Offering securities can finance effectively with a lower price, which is thebiggest advantage. The premise and foundation of the Non-public Offering theory isthat the investors have professional self-defensive ability, professional knowledge oninvestment and can understand completely the investment risk, which can help issuersreduce the financing price and finance effectively. It is not an accidental phenomenonthat the exemption system found in all the links in Non-public Offering securities, it isdetermined by the Non-public Offering securities’ essence, which gives the issuerssufficient freedom to resolve the difficulty to finance in their development. Sobuilding the exemption system in Non-public Offering securities must be based on theessence of Non-public Offering securities.The concept of Exemption of Non-public Offering securities still not brought inChina, but it has already been embodied in the laws and regulations. However, as animportant system in Non-public Offering securities system, our present exemptionsystem still can’t satisfy the needs of effective system supplies obviously.In this paper, through legal analysis, theoretical studies, historical comparison,and comparative law research, it can be found that there are still some problems in the current non-public offering legal system, for example, the legal system is still achaotic and unclear, the securities’scope is not wide enough, the bounds are obscure,the system position is not clear, lacks of the definition standard on issue object, andlacks of laws and regulations on information disclosure, which need to solveimmediately. In this regard, here suggests that：(1) build a coordinating and unifyingsecurities law system based on the Securities Law;(2) further expand the securities’scope adjusted by the Securities Law to satisfy the needs of financial market;(3)definite the boundary between the Non-Public Offering and Public Offering to build areasonable exemption mode;(4) build the Safe Harbor Rule systematic in ourexemption system;(5) build the mechanism of information disclosure in theexemption system of Non-Public Offering.