What is the difference and connection between private offering and private placement?

Non-public offering - can be inquired, can be priced, and the inquiry accounts for the majority. Inquiry is to a certain range of potential investors to send an invitation to subscribe, the above-mentioned investors who received the invitation within the specified time by fax ** (including** and the number of people to be subscribed), ** time deadline, by the issuer and the brokerage according to the results of the inquiry to determine the issuance**, the winning bidder** investor. Private placement - directly specified**.

The logic is very clear: the investors who pay the money have already been found, of course, it must be determined directly (the investor is a major shareholder and increases his holdings in the listed company**) or in the process of negotiation with the investor (the investor intends to acquire or increase his holdings in the listed company) Then some people will ask, why is the non-public offering not directly priced? Yes, regulations allow for direct pricing.

But if the price is directly priced, the company feels that it is cheap; ** If it is high, no one will buy it or the circulation will be insufficient. Then just inquire about it, anyway, the reserve price has been determined, and the inquiry may be able to sell a good **. Moreover, even if the issuer and the brokerage want to set the price directly, don't they still have to go to the market and ask privately about the stock price and expectations of this listed company?

The inquiry is just to standardize and standardize the process of "asking a circle" in accordance with laws and regulations. <>

Private placement and non-public offering are already the same concept. Private placement refers to the non-public issuance of shares by listed companies to a small number of qualified specific investors, which requires that the issuance object shall not exceed 10 people, the issue price shall not be less than 90% of the market price of the 20 transactions before the announcement, and the issuance of shares shall not be transferred within 12 months (within 36 months after subscription to become a controlling shareholder or have actual control). In 2006, the China Securities Regulatory Commission (CSRC) promulgated the Measures for the Administration of Refinancing, which stipulates that the non-public offering shall not exceed 10 people, the issue price shall not be lower than 90% of the market price, the shares shall not be transferred within 12 months (36 months for major shareholders), and the use of the funds raised shall comply with the national industrial policy, and the listed company and its executives shall not have any violations.

Internal trading, benefit transfer, has nothing to do with shareholders.

**Negotiate with the target of additional issuance. The additional issuance must be lower than the current price, otherwise no one is willing to buy the additional part with **.

Public issuance is the issuance of new shares to the public. The counterpart is a private placement. Compared with public offerings, private placement and public issuance are incremental issuance of new shares, which have a dilutive effect on the rights and interests of other shareholders.

1. The public issuance is an additional issuance to investors, and shareholders have priority. A private placement is a non-public issuance, and there is a lock-up period for institutional issuance.

2. If the fundraising object of the public additional issuance is public, the non-public additional fundraising object is specific; That is to say, the objects of its offering are mainly institutional investors and other professional investors who have advantages in capital, technology, talents, etc., and they have strong self-protection capabilities and can make independent judgments and investment decisions.

3. The offering method of non-public additional issuance is restrictive. That is, it is generally not possible to openly solicit unspecified general investors, thus limiting the extent and scope of the impact on the public interest even if there is a violation. The subscription procedure is generally the same as that of listing on the secondary market.

However, there are certain restrictions on the number of subscriptions, subscriptions**, and the number of subscriptions.

Generally speaking, there are certain favorable factors, but it should also be analyzed in combination with the company's fundamentals.

Positive: The stock price is issued at a low level, as long as it is not in a bear market, it will generally be speculated, so it may trigger the stock price in the short term**; The additional funds obtained from the issuance may be ** if the project is invested in a project that can bring huge profits; Private placement to strategic investors generally has some strategic significance, so it is good.

Bearish: The stock price has run to a high level for additional issuance, and the funds may be borrowed to ship; Funds obtained from private placement financing, investment in the project, if the project may not be able to see prospects, the stock price may be **; If the private placement price is too low, the additional offering price may be closer to the secondary market price, and the purchase of ** will lose money in the short term; After the additional issuance, the stock price will generally enter the restricted period, but if the restricted period is lifted, many specific investors will begin to realize, and the short-term secondary market will be under pressure, the stock price may be **, which is also negative for **.

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This problem is more complicated, and there are ups and downs after the additional issuance: analysis from two aspects. First.

Whether the shareholders of the additional issuance are optimistic about the listed company, if this is a very good company, and the additional issuance and fundraising project can bring very good profits and improve the company's fundamentals, then the stock price will definitely rise. Second. If the additional issuance of ** is 5 yuan, the current stock price is 10 yuan, then the desire of additional shareholders to cash out will be strong.

One thing to remind is that if the additional shares cannot be listed at the beginning, they can only be listed and circulated after one year.

Such additional issuance is generally used for specific projects or purposes, the increase may be the company's non-tradable shares or preferred shares, the number of tradable shares remains unchanged, the stock price will not change, the additional part is limited to the sale period, after the restriction period to be converted into tradable shares will have corresponding provisions

Of course, affected by factors such as the time and reason of the additional issuance, the stock price has changed, for example, the stock price of a raised fund for scientific research may be used, and the additional issuance of ST may be used to repay debts, and the stock price may be used, not necessarily

Generally, if the price of private placement is low, will it cause the stock price to fall after the opening, so isn't it very unfair to the old shareholders? **The number does not increase, but **but**.

The differences between "private placement" and "non-public offering" are as follows:

1. The concept is different.

Private placement is a type of additional issuance. Issuance of investment products such as bonds or** to a limited number of sophisticated institutional (or individual) investors. It is also sometimes referred to as a "private placement" or "private placement".

The issuance** is determined by the auction of investors participating in the additional issuance. The issuance procedure is more flexible than that of a public placement. It is generally believed that this financing method is more suitable for enterprises with small financing scale and high degree of information asymmetry.

The non-public offering is only for a specific small number of people to be offered, and does not take public solicitation, so it is also called "private placement", "private placement" and so on; A public offering is a broad offer to an unspecified issuer. According to the different issuance objects, the issuance method can be divided into private placement and public offering.

2. The issuance object is different.

Private placement - a specific operation method of non-public offering (again), that is, the investor has been determined, so it is called "private placement". (Investors are generally major shareholders, companies that intend to acquire listed companies, etc.).

Non-public offering - corresponding to the public offering (public offering is issued to the public, the prospectus can be found in anyone can check the designated disclosure**, **, newspapers, etc.), non-public is to a certain range of potential investors to issue an invitation to subscribe.

3. The pricing method is different.

Private placement - directly specified**. The logic is clear: the investors who pay the money have already been found, and of course they must be determined directly (the investor is a major shareholder and increases his holdings in the listed company**) or in the process of negotiation with the investor (the investor intends to acquire or increase his holdings in the listed company).

Non-public offering - can be inquired, can be priced, and the inquiry accounts for the majority. Inquiry is to a certain range of potential investors to issue an invitation to subscribe, the above-mentioned investors who received the invitation to invest in Kuanzhou within the specified time by fax ** (including** and the number of people to be subscribed), ** after the deadline, by the issuer and the brokerage according to the results of the inquiry to determine the issuance**, the winning bidder** investor.

The differences between "private placement" and "non-public offering" are as follows:

1. Different concepts.

A private placement is a type of additional issuance. Issuance of bonds or ** to a limited number of high-level institutional (or individual) investors. It is also sometimes referred to as "directed bidding" or "private bidding".

The issuance** is determined by the bidding of investors participating in the additional issuance. The issuance process is more flexible than a public offering. Generally speaking, this financing method is more suitable for small scale and high degree of information asymmetry.

Non-public offering is only to a specific small number of people, and does not take the form of public offering, so it is also called "non-public offering", "directional offering", etc.; A public offering is a broad invitation to subscribe to non-specific issuers. According to the different issuance objects, the issuance method can be divided into private placement and public offering.

2. Different release objects.

Private placement – a special mode of operation of private placement (again), that is, investors have the right to decide, so it is called private placement. (Investors are generally major shareholders, companies interested in acquiring listed companies, etc.).

Non-public offering - as opposed to public offering (public offering is open to the public and anyone can access the specified disclosures, such as the Disclosure Rules). A private placement is an offering method that invites potential investors to participate within a certain range of subscription intentions.

3. Different pricing methods.

Targeted extra-direct allocation. The logic is clear: the investor who contributed the capital already knows that the company's ** must of course be determined directly (the investor is a major shareholder and holds more shares of the listed company), or in the process of negotiation with the investor (the investor intends to buy or participate in the increase of shares in the listed company).

Private Issuance - Inquiry, Pricing, Inquiry are the majority. An RFQ is an invitation to a range of potential investors. Investors who received the invitation** within the specified time (including** and the number of subscriptions).

After the deadline, the issuer and the company determine the issuer and the winning bidder based on the results of the inquiry.

**Private placement.

After the stock price will cause a lot of money-making opportunities to be missed.

A private placement is a new offering of a listed company that is offered to a small number of specific investors at a discount. It's just these**,** in the secondary market.

City is difficult to buy.

A private placement is a form in which a company announces the issuance of new shares, which are purchased by ordinary investors. The cost of capital in this form.

The highest, proving that the company seems to have no choice and that its majority shareholders do not support the company's financing, and therefore are often interpreted as a negative signal, especially in value investing.

Medium side. However, since the scope of buyers is not limited, the issuance of additional shares will seriously dilute the proportion of dividends, which is a betrayal of the listed company to investors. For companies that do not issue private placements, the stock price changes in the market outlook are generally ugly.

Public offering generally refers to the initial public offering, that is, there is an obvious forward-looking indicator of the subsequent stock price trend, that is, the purchase of ** at the winning rate, because at the time of the initial issuance, there is a certain limit on the amount of **. Therefore, the higher the winning rate, the fewer buyers, which means that investors are not optimistic about the market prospects, and this kind of ** tends to collapse soon after the issuance. On the other hand, if the winning rate is very low, it proves that investors are eager to buy and are optimistic about the market outlook.

There will be a short-term chasing process after this kind of ** listing, and the follow-up trend is generally volatile.

Generally speaking, there are certain favorable factors, but it should also be combined with the company's fundamentals.

Practical analysis. On the positive side: the stock price is issued at a low level, as long as it is not in the bear market, it will generally be speculated, so it may trigger the stock price in the short termThe funds obtained from the additional issuance may be ** if the project can bring huge profits.

Bad. Aspect: The stock price has run to a high level of additional issuance, and the funds may be borrowed to ship; Funds obtained from private placement financing, investment in the project, if the project may not be able to see prospects, the stock price may be **; If the private placement price is too low, the additional offering price may be close to the secondary market price, and the purchase of ** will lose money in the short term; After the additional issuance, the stock price will generally enter the restricted period.

Non-public holder issuance** refers to the act of issuing shares to specific objects in a non-public manner. The non-public issuance of new shares by a listed company shall meet the conditions stipulated by the ***** regulatory authority approved by the public and report to the ***** regulatory authority for approval.

Non-public issuance can not be listed and traded in the society's trading institutions, and can only be transferred within the company to a limited extent, with small fluctuations and low risks, which is suitable for the psychological status quo of the public.

If this is not the case, but a large number of public listings are launched in the society at once, then, shareholders are not psychologically prepared and have low awareness, and it is easy to have abnormal behaviors, which will affect social stability.