Legal analysis: Private placement is strictly restricted in China, because it is easy to become "illegal fund-raising". The difference between them lies in whether to raise funds for the general public and whether the ownership of funds has been transferred. If more than 50 people are raised and transferred to personal accounts, it is considered as illegal fund-raising, which is a very serious economic crime and can be sentenced to death.

Legal basis: Article 87 of the Securities Investment Fund Law of People's Republic of China (PRC) raises qualified investors, and the total number of qualified investors shall not exceed 200. The QFII mentioned in the preceding paragraph refers to the units and individuals that have reached the specified asset scale or income level, have the corresponding risk identification ability and risk-taking ability, and their fund share subscription amount is not less than the specified limit. Specific standards for qualified investors shall be formulated by the the State Council Securities Regulatory Authority.