The Redefinition Of The Public Offering Of Securities In The Securities Law

The Securities Law is being revised for a second time.Considering from the second version of revised draft being submitted in April 2017,the draft is conservative toward amendment.Redefinition of the concept of Public Offering of Securities,which has been heatedly debated in the academic circle,has barely been touched.In fact,as the core concept of securities law in various countries,Public Offering of Securities refers to the product categories and the boundary of supervision over the security market.It also bears great significance in offering legal investment and financing tools and improving the top-level design and the order construction of security market with leading future regulatory reform,which are the revision targets of the Securities Law this time.The essay consists of the introduction,the main body and the conclusion,and the main body includes four parts as follows:The first part is the explanation of the necessity of redefining Public Offering of Securities.The security market in China is being stuck in a dilemma in which great demands for investing and financing have barely been satisfied,which leads to problems such as securities products in the market across the legal scope,isolation between different markets,vicious competition and frequent illegal financing.The concept Public Offering of Securities actually plays a key role in offering enough financing tools,constructing orders for operation in the security market,guiding positive competition and stepping up protection that the Securities Law has brought to market entities.Therefore,the concept is required to be resolved to solve all those problems.The second part analyzes the practicability of the redefinition of Public Offering of Securities from both legislation and institution respects.By comparing the regulations in the Securities Law with that in other legislations,it can be found that the extension of Securities in Securities Law is obviously narrower while the definition of Public offering is quite similar.Therefore,there is no barrier or conflict in terms of the legislation system of redefinition of the Public Offering of Securities.With analysis of the grooming of the regulatory regimes of different major securities,including supervision departments,issuance auditing systems,trading markets,investor access systems and so on,a conclusion can be derived that all of these securities are in similar regimes.So,the redefinition of Public Offering of Securities can link up the existing regimes and achieve gradual reform.The third part is about the redefinition of the term,Securities.Considering from the perspective of the doctrinal analysis and the revision targets above,Securities in Securities Law of China should be in the nature of investment,publicity and standardization.In terms of the pattern of definition,while drawing on the experience of other countries and regions,the term Securities is suggested to be defined by the double-listing of category plus variety and an abstract definition has been given based on the nature of securities as investment products.In addition to the authority of regulatory bodies for securities to identify new varieties,the concept of Securities being expanded could basically cover the securities market in China as a whole.The last part is about the redefinition of the term Public Offering.Currently,the securities offering system in China requires for a demarcation between Public Offering and Non-public Offering.In terms of the standard for demarcation,laws in countries and regions take the objects and the number of specified objects as well as prohibition of Public Solicitation as the demarcation standard.In the respect of specified objects,the categorization for level of investors in China should be further improved to set up a rating system which is more flexible and more delicate for investors.As for the specified number and the Public Solicitation,which actually do not affect investors' capability of self-protection,regulations for specified number and regulations prohibiting Public Solicitation could be abandoned.At the same time,in order to prevent disguised public offering from happening,regulations for limitation on resale of private securities should be improved.