Research On The Regulation To The Resale Of Privately-offered Securities

Under the background of the rapid development of market economy for30years since reform and opening up, public offerings and exchange-listed havealready been developed rapidly. By contrast, private equity securities are betweenfacts and regulatory for a long time. Despite lack of legislative and regulatory,private equity securities have already got a long-term development, which hasexperienced from "directed subscription" to "quasi stock non-public subscription" inrecent years. Compared with America which was the birthplace of private securities,China’s legislation for private equity securities is so detailed, but private equitysecurities resale system is not complete. Private equity securities play a importantrole of solving the difficulty of financing under financial repression period,meanwhile, liquidity is the inevitable demands of investors, however, appropriaterestriction is very necessary, lack of regulation may makes private equity securitiesin the name of private means, which becomes the public offering in fact, that woulddamage the interests of quantity of investors. Therefore, we must keep balancebetween private securities circulation and limited, which makes private equitysecurities both financing facility and protect the interests of investors.Based on the basic theory of private equity securities, analysis of the conceptof private securities and resell the types of private equity securities. Because Chinahas not established private equity securities resale restriction mechanism, the author briefly analyzes the general rules of securities trading, which constitute the basis ofanalyzing the private securities resale restrictions in this paper. In addition, theauthor summarizes the evolution and experience of private securities resalerestriction system of the USA, and on the basis of above analysis, the author makespropose of the path of perfecting our country’s private equity securities resalerestriction mechanism.This article has three parts includes introduction, text and epilogue, there arefour chapters in the text.First chapter for the private securities resale is overview, which analysis ofthe definition of private securities and resale, and connecting with the practice ofdifferent kinds of private equity securities are summarized in the private securitiesclassification, finally analyzes the necessity of private securities resale andrestrictions.Because there is no perfect in our country private securities resalerestriction rules, the author briefly analyzes the general rules of securities trading,including the rules of the market, the main body, trading rules and disclosure fromfour aspects, the following analysis is based on the above style.The second chapter is a private equity securities resale experience isintroduced in the United States. This chapter first analyzes the U.S. private securitiesresale restriction system evolution, on this basis, respectively from the market, themain body, the resale rules, information disclosure and so on four aspects analyzesthe American system of experienceThe third chapter is the review of Chinese private equity securities resalerestrictions. This chapter from the above four opposite combed the referring tovarious kinds of laws and regulations in our country at present about the limit ofprivate securities resale. Through the analysis of this chapter shows that China’scurrent legislation for private equity securities resale limit whichever is missing.The forth chapter is the perfect path of private securities resale restriction. Theauthor first puts forward, to perfect our country private securities resale restrictionrules first need to establish the philosophy of the balance of investor protection andprivate equity securities circulation, especially need to consider to protect the interests of investors; Second, the over-the-counter securities market in our countryis needed, which can consider SanBan as the main body, establish a unifiedregulation of private equity securities resale market, at the same time, the market canbe divided into general resale market and special resale market, general resalemarket tend to protect the interests of the investors, and special resale market aims atprotection the market efficiency. In addition, the rules of the general privatesecurities resale market including subjectivity rules, holding period limit, resale limit,however, the information disclosure should be more strict, but special market shouldbe appropriate deregulation. Finally, we should leave room for financial innovation,which can raise special provisions in time, the author also suggest that, it shouldremove the non-voluntary private securities reselling out of the limit mechanism.