What is a private offering? What s the difference? Are there any restrictions?

The so-called non-public offering refers to the act of issuing ** to a specific institution or natural person, and the public offering is the act of public offering to all **market participants**.

1. What is a non-public offering**

Non-public issuance refers to the act of issuing shares to a specific object 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 offerings cannot be listed and traded in social trading institutions, and can only be transferred within the company to a limited extent, with less volatility and less risk.

2. Conditions for non-public offerings**

(1) The specific object of the non-public offering** shall comply with the following provisions:

1) The specific object meets the conditions stipulated in the resolution of the general meeting of shareholders;

2) No more than 35 people will be issued. If the issuance object is an overseas strategic investor, it shall be subject to the prior approval of the relevant departments.

(2) The non-public issuance of a listed company shall comply with the following provisions:

1) The issuance** shall not be less than 80% of the average price of the company in the 20 trading days before the pricing reference date;

2) The shares issued this time shall not be transferred within 12 months from the date of the end of the issuance; The shares subscribed by the controlling shareholder, the actual controller and the enterprises under their control shall not be transferred within 36 months;

3) The use of raised funds is in accordance with the provisions of Article 10 of the Administrative Measures for the Issuance of Listed Companies;

4) If the issuance will lead to a change in the control of the listed company, it shall also comply with other regulations of the China Securities Regulatory Commission.

(3) If a listed company has any of the following circumstances, it shall not be issued to the public**:

1) There are false records, misleading statements or material omissions in the application documents for this issuance;

2) The rights and interests of the listed company have been seriously damaged by the controlling shareholder or actual controller and have not been eliminated;

3) The listed company and its subsidiaries provide external guarantees in violation of regulations and have not been released;

4) The current directors and senior managers have been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months, or have been publicly reprimanded by the ** exchange in the past 12 months;

5) The listed company or its current directors and senior managers are being investigated by the judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations;

6) The audit report of the financial statements of the last 1 year and the first period has been issued by the certified public accountant with a qualified opinion, negative opinion or unable to express an opinion. Except for those with reservations, negative opinions or inability to indicate that the material impact of the matters involved in the opinion has been eliminated or that the issuance involves a major restructuring;

7) Other circumstances that seriously harm the legitimate rights and interests of investors and the public interest.

Non-public issuance refers to the non-public issuance of new shares by shares to specific objects in a non-public manner, which should meet the conditions stipulated by the regulatory authority and report to the regulatory authority for approval of the non-public offering.

Small risk, small suitable for the public's psychological status quo, if not so, but a large number of public listings at once, then, shareholders in the psychological preparation is insufficient, not high awareness of the situation, it is easy to appear abnormal behavior.

Extended Information: The Role of Private Offerings**.

First, to improve the public's investment awareness, people's financial awareness, investment awareness is not high, the concept of the concept of repayment of capital without a certain risk of greater understanding of the lack of understanding, some even will be confused with the implementation of non-public offering, investors can see the effect of the market, feel conducive to the expansion of the market and popularization.

Second, the enrichment of the enterprise's own capital, the enterprise has too little capital, the technological transformation is difficult to achieve the aging of equipment, the implementation of backward technology can not be changed, which greatly restricts the self-development of enterprises, the development of development, the development of development and development skills.

Enriching the freedom of enterprises, professional freedom and saving financial funds, in the large-scale public offering, there is a certain degree of difficulty, there is a plan to develop non-public, is undoubtedly a favorable choice.

Third, increase the sense of ownership of the construction, internal employee participation is almost suitable for all kinds of companies, and the profit dividends of employee participation in the later stage are linked to the company's benefits, risk sharing, benefit sharing and participation in the company's management through shareholder representatives.

The company management company cares about the company's production and development, breathes with the company, shares the same fate, improves the productivity of workers, and also makes the company's management an economic means, which helps to improve the company's cohesion and mobilize the enthusiasm of employees.

What is the impact of a private offering** on the share price?

First of all, a non-public offering**, like a public offering, is for the purpose of raising funds. However, listed companies are not issued to the public**, but to specific targets (enterprise employees, strategic investors, etc.). It can not only raise funds for the development of the enterprise, but also determine the investment direction of the funds.

Is the non-public offering good?

Strictly speaking, the non-public offering can play a role in helping the rise and fall, if it is good, the stock price will rise better, and if it is bad, the stock price will fall more fiercely, because this news attracts the attention of the market, in fact, it has no impact on the circulation.

Because the issuance of ** is not in the market circulation, but where to use the additional funds obtained, if it is used to repay bank loans, it is negative, if it is used to expand investment and operation, it is good (but the short-term impact is not large), the most fundamental is the impact of **.

What is a private offering**?

Non-public issuance refers to the non-public issuance of new shares by listed companies in a non-public manner to specific objects, which should meet the conditions stipulated by the regulatory authority and be reported to the regulatory authority for approval.

Non-public offerings, can not be bought and sold on the trading institutions, can only be transferred within the company to a limited extent, fluctuations, small risks, small suitable for the psychological status quo of the public, if not, but a large number of public listings at once, then, shareholders in the psychological preparation is insufficient, not high awareness of the situation, it is easy to appear abnormal behavior.

Listed companies non-public issuance of new shares should meet the conditions stipulated by the regulatory authority, and reported to the securities regulatory authorities for approval, listed companies use a non-public way to issue to specific objects, improve the public's investment intentions, people's financial awareness, investment awareness is not enough, the concept of repayment of capital is undoubtedly risky lack of understanding, some even confuse the concept of bonds, the implementation of non-public offerings, investors can see the investment effect, It is conducive to the expansion of market knowledge publicity and popularization to cultivate public investment, and awareness of the development of the market has been laid.

The role of private offerings**

First, to improve the public's investment awareness, people's financial awareness, investment awareness is not high, the concept of the concept of repayment of capital without a certain risk of greater understanding of the lack of understanding, some even will be confused with the implementation of non-public offering, investors can see the effect of the market, feel conducive to the expansion of the market and popularization.

Second, enrich the company's own capital, the enterprise has too little capital, the technological transformation is difficult to achieve equipment aging, the implementation of backward technology can not be changed, greatly restricting the self-development of enterprises, development and development, development and development of development skills, enrich the freedom of enterprises, professional freedom and save financial funds, in the large-scale public offering, there is a certain degree of difficulty, there is a plan to develop non-public, is undoubtedly a favorable choice.

Third, increase the sense of ownership of the construction, internal employee participation is almost suitable for all kinds of companies, and the profit dividends of the later stage of employee equity participation are linked to the company's benefits, risk sharing, benefit sharing and participation in the company's management through shareholder representatives, the company management company cares about the company's production and development, breathes with the company, shares the fate, improves the productivity of workers, and also makes the company management more of an economic means, which helps to improve the cohesion of the company and mobilize the enthusiasm of employees.

The so-called non-public issuance** refers to the behavior of a listed company to issue ** to a specific target in a non-public manner. Under normal circumstances, the non-public issuance of new shares by listed companies is required to meet the conditions stipulated by the ***** regulatory authority for approval, and report to the ***** regulatory authority for approval. Non-public offerings cannot be directly listed and traded in ** trading institutions, and can only be transferred within the company to a limited extent.

Non-public offerings** have the characteristics of specificity of the fundraising object and restrictive offering method. It is still more advantageous for listed companies to issue non-public offerings to investors with special characteristics, which will help reduce the pressure on the market brought by the financing of listed companies, and at the same time, it will also help attract funds from over-the-counter institutions.

Non-public issuance refers to the act of issuing shares to a specific object in a non-public manner.

Non-public offerings cannot be listed and traded on trading institutions, and can only be sold to specific objects, and can only be transferred to specific objects to a limited extent.

A non-public offering** is an offering that is not offered to investors, but to specific investors. The non-public issuance of new shares by listed companies shall meet the conditions stipulated by the supervision and management agency and report to the supervision and management agency for approval.

According to the new regulations on non-public offerings, the specific objects of non-public offerings** shall meet the following requirements:

1) The specific object meets the conditions stipulated in the resolution of the general meeting of shareholders;

2) No more than 35 issuers; If the issuance target is an overseas strategic investor, it shall be subject to the prior approval of the relevant regulatory authorities;

3) The issuance ** shall not be less than 80% of the average price of the company in the 20 trading days before the pricing benchmark date;

4) The shares issued this time shall not be transferred within 6 months from the date of the end of the issuance; The shares subscribed by the controlling shareholder, the actual controller and the enterprises under their control shall not be transferred within 18 months.

Of course, if a company with a non-public additional issuance** has misrepresentations and other behaviors, it cannot issue additional shares. The private offering is neutral news, and investors should not read too much into it.

Extended Information: Is a Non-Public Offering** a Positive or a Negative?

On the surface, the non-public offering is a good thing, because there is no need to suck blood from the secondary market, and the listed company has also achieved the purpose of raising funds quickly. However, investors need to pay attention to the fact that if the non-public offering is much lower than the market price, then this ** will have a strong profit impulse after entering the secondary market, and the counter-action will suppress the stock price of Gonghe Songji.

For example, if it is used to acquire minerals such as gold mines and rare earth minerals, or to develop the latest technology on the market, new technologies for anti-cancer drugs, and new vaccines, it is good for the company. If it is used to replenish capital, repay bank loans, and acquire some companies that market participants are generally not optimistic about, it is bad for **.

Non-public issuance refers to the company's issuance of shares for internal employee participation, and also includes some companies equivalent to "equity joint ventures" issued to shareholders. Compared with the joint-stock company's public offering in the society, it can be listed and traded, and its characteristics are: there are strict restrictions on the scope of shareholders, no public offering in the society, can not be listed and traded in the first trading institution, and the liquidity is poor.

PPN is a non-public directional issuance, which refers to a non-financial enterprise with legal personality to issue debt financing instruments to specific institutional investors in the interbank market, and at the same time circulate and transfer within the scope of specific institutional investors. Debt financing instruments issued in banks through non-public directional issuance are called Xinyu non-public directional debt financing instruments.

Extended information: 1. Formally, a public offering is to recruit non-specific investors after registration. The conditions of its offering are usually standardized so that non-specific investors can participate in the subscription.

A private placement is the issuance of financial products to specific investors, and the negotiation between the issuer and the investor is basically completed before registration.

2. The biggest difference between private placement and public offering is that private placement further strengthens the independent consultation mechanism between issuers and investors, embodies the principles of marketization and freedom of contract, and is a higher level of market opening and market constraints.

3. In terms of the design of the negotiation mechanism, the issuer and the investor of the directional issuance have negotiated and finalized the Directional Issuance Agreement. The terms of interest rate, term, information disclosure method, refinancing and other terms in the agreement are more flexible and personalized, which is conducive to the issuer and investors to meet the personalized needs.

4. In terms of market pricing, the issuance**, issuance interest rate and related interest rate of non-public directional instruments follow the self-discipline rules and are determined in accordance with market methods. There is a certain liquidity premium compared to publicly issued debt financing instruments.

5. In terms of restraint mechanism, non-public offerings can give full play to the contractual awareness of independent negotiation of market entities, reduce ex-ante control, no longer require credit rating, and hand over some of the micro responsibilities of risk prevention to investors to make their own decisions.

6. In terms of market development momentum, the non-public issuance of directional financing tools does not make detailed provisions on the product structure, encourages market members to innovate independently, and forms a sustainable market innovation momentum by guiding market entities to innovate spontaneously.

With the expansion of China's bond market, how to further improve the market function has become a key issue for relevant functional departments. According to the experience of the development of the bond market in the United States, the improvement of market functions will mainly come from the optimization of the structure of market investors, and the hierarchical and orderly investor structure can not only improve the efficiency of market operation, but also accommodate diversified debt financing instruments.

Non-public development tools play an important role in deepening market functions and improving market structure. The issuance of non-public directional financing instruments can attract risk-oriented investors such as private equity to enter the market, activate the trading enthusiasm of non-financial institution investors, attract a large number of institutional investors to enter the non-public directional issuance market, further promote the continuous optimization of the structure of market investors, gradually change the status quo of the relatively concentrated team of institutional investors in the interbank market, and promote the improvement of market operation efficiency while cultivating a multi-level investor team.

Obviously, under the sound monetary policy environment, the non-public directional issuance market and the public offering market will constitute the two components of China's bond market, which will complement each other and develop in a coordinated manner, promote the continued expansion of the proportion of direct financing in China, and further promote the optimization of China's financing structure.