Private placement is a private investment fund, which refers to an investment fund that is raised from qualified investors by non-public offering and invested in stocks, equity, bonds, futures, options, fund shares and other investment targets (such as works of art, wine, etc.). ) stipulated in the investment contract, referred to as private equity fund. The establishment of a joint stock limited company can be initiated or raised. A promoter refers to a company established by the promoters who subscribe for all the shares that should be issued by the company. The establishment by offer means that the promoters subscribe for part of the shares to be issued by the company. So far, the expressions of the old and new company laws are completely consistent, except the following sentence: Article 74 of the old company law stipulates: "The rest of the company shall be established by public offering." Article 78 of the new "Company Law" stipulates: "The remaining shares are raised from the public or specific objects to set up a company". "Offering to a specific target" is a private offering, which is different from the public offering and public offering of "offering to the public". Private placement is strictly restricted in China, because it can easily become "illegal fund-raising". The difference between the two is: whether to raise funds for the general public, whether the ownership of funds has been transferred, and more than 50 people raise funds and transfer them to personal accounts, which is classified as illegal fund-raising.

According to the investment targets, China's private placement mainly includes: private securities investment funds, which are also called Sunshine Private Placement (investing in stocks, such as Chunxin, Wudang Assets, Sino-Singapore Private Equity Alliance, Xingshi and other asset management companies), private real estate investment funds (such as Xinghao Investment) and private equity investment funds (that is, investing in the equity of unlisted companies, PE for IPO purposes, such as CDH, Hony, KKR, etc.).

There is no essential difference between sunshine private placement and general private placement. The actual managers are all private equity fund companies. For investors, the investment forms and requirements are basically the same. Sunshine private placement is aimed at the shortcomings of general private placement. At the time of the rise of private placement, capital grew wildly, and the funds raised by private placement companies were invested in the secondary market. Due to imperfect supervision, there is a lot of gray operation space, and the interests of investors cannot be guaranteed.

Private equity funds use the trust desk to raise funds, use the supervision of the trust desk to invest in private equity securities, and introduce operations similar to bank custody and regular public disclosure of net worth to make private equity products more transparent, instead of being completely in a black box state as before. Generally, private equity funds do not disclose their net worth publicly, but only disclose their net worth to investors of the fund, and it is difficult for others to obtain the information of the fund's net worth in public channels. Regarding the net fund value, I have learned what is the net fund value before.

Excluding the characteristics of trust issuance as a * * platform does not count. Sunshine private placement is a private placement that will publicly disclose its net worth. With the gradual improvement of private equity supervision, general private equity funds have done a relatively perfect job in net worth disclosure and asset custody. In terms of security, as long as it is a formal private placement, the difference will not be too big.

In other respects, general private placement is similar to sunshine private placement, such as investment products and entry barriers.

1, investment products

Both can invest in securities products between exchanges and banks, including stocks, bonds and funds, and may also include warrants.

2. Number and amount of project participants

The actual manager of Sunshine Private Equity is a private equity management company. Generally, the minimum subscription amount is 6,543,800 yuan, with no more than 50 people. There is no limit to the number of institutional subscribers, and the establishment requirement is generally 30 million yuan. The actual manager of the "one-to-many" business of the special account is the investment and research team of the fund company's public offering special account. The subscription threshold is not less than 6.5438 million yuan, the number of people is not more than 200, and the establishment requirement is more than 50 million yuan.

3. Information disclosure

Some private placements publish operating reports quarterly, monthly or more frequently. Generally, redemption is open every month, and some are open every week; "One-to-many" requires that the net value be announced to investors once a month, and the time and method of reporting relevant information to investors are stipulated in the asset management contract, so as to ensure that investors can fully understand the operation of the asset management plan and open the redemption application at most once a year.

4. Investment restrictions

Sunshine Private Equity Single Asset Management Plan holds shares of listed companies, and its market value shall generally not exceed 20% of the planned net asset value; All assets entrusted by specific customers managed by the same asset manager (including single-customer and multi-customer specific asset management business) shall not be invested in securities issued by a company, and shall not exceed 20% (different trust companies will vary).

The special account "one-to-many" portfolio investment single asset management plan holds shares of listed companies, and its market value shall not exceed10% of the planned net asset value; All assets entrusted by specific customers managed by the same asset manager (including single-customer and multi-customer specific asset management business) shall not be invested in securities issued by a company, and shall not exceed 10% of the securities.

After understanding what private placement is and its composition, let's look at the difference between private placement and public offering.

1. Ways to raise funds

Public offering is to raise funds through public offering; Private placement is to raise funds through non-public offering. The law strictly stipulates that private placement cannot publicize and raise funds. For example, we often see posters of promotional products all over the street, which is illegal.

2. Funding objectives and thresholds

Public offering is open to the general public, with no limit on the number of people and no investment threshold. Private placement, the target of raising is a small number of qualified investors, with proof of 3 million financial assets or more than 500,000 income in the last three years. Each fund has the largest number of people, and the personal investment threshold is above 6,543,800+0,000.

3. Product scale

Public offering, the product scale is generally several hundred million, or even tens of billions, and the scale is relatively large. Private placement is much smaller than public offering, usually tens of millions or billions, but the operation is more flexible.

4. Information disclosure

Public offering, investment objectives, investment portfolio, net product value, etc. Require strict disclosure. Private placement, there is no clear requirement above, only investors who buy products are properly disclosed, and the confidentiality is relatively strong.

5. Investment restrictions

Public offering has strict restrictions on investment varieties, investment proportion and matching between investment and fund types; Dacheng, Jiashi, Huaxia and other fund companies in Public Offering of Fund are all securities investment funds, and they can only invest in stocks or bonds, but not in unlisted company equity, real estate or venture enterprises, while private equity funds can. Private placement is relatively flexible in investment, which can be short positions or Man Cang, and can participate in the investment of various financial products such as stocks, stock index futures and commodity futures.

6, the pursuit of goals

Public offering, mainly rely on the collection of "management fees" to maintain operation, drought and flood protection. If the scale is large enough, it will be difficult for fund managers to make money, which is not entirely in the interests of investors. In private placement, fund managers mainly rely on "performance commission" to survive and advance and retreat with investors. Only when investors have eaten can managers have porridge to drink.

Seeing this, you should know the difference between private placement and public offering. If you want to know more about investment, please pay attention to Xuexu.com!