Research On Orientate Offering Legal System Of Non-listed Public Corporations

Non-listed Public Corporations is the main part of building multi-lever capital market inChina. Now the middle and small-sized companies are facing a financing challenge whileinvestment channel of non-government capital is obstructed, so this double-pressuredsituation provides a precious opportunity to non-listed public corporations. Development andfulfillment of financing rule for non-listed public corporations are becoming anxious. OnJanuary2013, Supervision and Management Regulation of Non-listed Public Corporations ispublished, it clearly written orientate offering rule, it takes great effect on fast-financingacceleration and investor protection as an important way of non-listed public corporations’direct financing. But this rule still has disadvantage to be fulfilled. In the process ofsupporting non-listed public corporations’ fast financing, we should also take consideration ofinvestor protection. As long as balancing these two values can we make reasonable rules.Specifically, the problems of non-listed public corporations orientate offering regulation aremainly involved of purchasers, issue method, information disclosure and resale limitation. Onpurchaser, both investor qualification and investor number limitation are restriction tofinancing scale, which is depart from supporting middle and small-sized operations financing.On issue method, the12-month restriction will probably increase threshold of issueexemption. Issue exemption should take integrity as premise, specific amount as standardinstead of net assets, so that it can help reduce regulatory difficulty and avoid vulnerability.On information disclosure, current fuzzy standard does not help to get informationacquirement, and also cause disclosure burden in process. Resale limitation is subsequentprotection to investors, it should be fulfilled to obtain double-win between investor benefitand capital mobility.This paper following posing problems——anglicizing problems——solving problemsroute is listed below:Chapter one, general analysis of non-listed public corporations’ orientate offering legalsystem. Firstly, start from legal definition of non-listed public corporations, and thenintroduce how to become non-listed public corporations, so that systematically knowing howit comes and how does it classified, afterwards analysis the public-closeness feature ofnon-listed public corporations. Secondly, introduce definition of orientate offering by comparing with non-public offering and private offering, and then followed an introduction ofnon-listed public corporations’ value orientation, which is fast-financing acceleration andinvestor protection.Chapter two, history, present status of development and problems of non-listed publiccorporations’ orientate offering legal system. It puts some current problems which concludedfrom the analysis of history and current regulations of non-listed public corporations’orientate offering legal system. The problems are narrowness of qualified investors, incorrectof petty issue exemption rule, fuzziness of information disclosure standard and absence ofresale limitation.In the third chapter, researches of foreign non-listed public corporations’ orientateoffering legal system. We can reference specific foreign orientate offering experience to helpsolve existing problems on qualification regulation, specific objects, information disclosureand resale limitation in China. This paper mainly researched the US which has the mostmature stock market, Britain which is similar to China’s non-listed public corporations andTaiwan which also is experienced from foreign countries but localized well.Chapter four, proposals to improve orientate offering legal system. First of all, perfectthe construction idea of orientate offering rule, and put forward to improve the coordination oflegal system. On securities offering supervision legal system, choosing the registration systemto replace the authoritative system generally, Secondly, perfect concrete system designs. Itincludes classification, qualification and quantity of investors, designs of petty issueexemption rule, suggestion for information disclosure, and standard of resale limitation.The fifth chapter, conclusion. Summarize the main ideas and problems of this paper, andintroduce research content in the future.