What Is Rule 144A?

Non-public offerings are only aimed at a specific minority of people, and no public solicitation is adopted. Therefore, they are also known as "private placements", "directed placements", etc .; public offerings are broad subscriptions to unspecified issuers. Invitation.

Private offering

According to the experience of the United States and other developed countries, non-public offerings have many special values compared to public offerings. With the increasing maturity of China's stock issuance system, non-public offerings will certainly receive more and more attention. From the perspective of comparative law, with reference to US law, the development of Chinese non-public offerings,

Resale of non-publicly issued securities ^[29]

For a long time, non-public offering of shares has not been fully developed in China, but this does not mean that it has no future in China. On the contrary, the author believes that the non-public issuance of stocks will definitely develop greatly in the near future. The reasons are as follows:

1. With the maturity of China's securities market and the deepening of market-oriented reforms, the investment philosophy of more and more securities investors will shift from short-term speculation to long-term investment, with increasing investment knowledge and experience, and ability to withstand investment risks. Increasingly, these have provided a favorable market environment for the expansion of non-public offerings.

2. With the rapid growth of China's securities market, market transactions are becoming increasingly frequent and complex, while securities supervision is subject to many constraints, including human and material resources, and is under tremendous pressure. Therefore, it is necessary to effectively allocate the resources and strength of securities supervision to improve the efficiency of securities supervision. Enlarging the scope of non-public issuance of stocks and granting them exemption from issuance review will help improve the efficiency of securities supervision.

3. Driven by the Super-conventional Development of Institutional Investors policy of the China Securities Regulatory Commission, the number of institutional investors is increasing and their strength is increasing. And mature, self-disciplined and stable institutional investors are the main basis for the existence and development of the non-public issuance system.

4. With the advent of the "new economy" era, the scale of venture capital has grown rapidly. From the perspective of the existing venture investment model, it is a common model to issue shares to venture capital companies or individuals through non-public means. However, China's related laws and regulations are basically blank. The improvement of the non-public issuance system will greatly promote the development of high-tech startups.

5. In order to further improve the corporate governance structure, more and more listed companies have adopted a "stock option" system to stimulate the enthusiasm of company managers. However, where the stocks as the object of exercising "stock options" come from has always been one of the problems that plagues listed companies.