when issuing securities, governments, financial institutions, industrial and commercial enterprises, etc. can choose different investors as the issuing targets, so securities issuance can be divided into two forms: public offering and private placement.

Private placement refers to a small number of Accredited Investor (usually less than 35) as opposed to public offering. Investors should sign an investment statement, and the purpose of purchase is to invest, not to sell again.

firstly, the investment of "private placement" basically has no liquidity;

second, it is called "private placement", that is, it is not allowed to openly recruit investors, sell shares in the open market, and sell shares on the INTERNET.

thirdly, the private investors can be Angel Investor or VC; It can be an individual or an Institutional Investor. But whoever it is, it must be Accredited Investor.

Accredited

Investor is translated into "big investor" in Taiwan Province, and it is also translated into "qualified investor", "authorized investor" or "trusted investor". According to the D clause of the US Securities and Exchange Commission (SEC), in order to become an Accredited Investor, an investor must have at least 1 million US dollars in net assets and at least 2, US dollars in annual income.

If you want to raise funds by private placement, you should pay attention to this provision in the United States. Outside the United States, such as private placement in China, there is no explicit provision.

the carriers of private placement include stocks, bonds, convertible bonds and other forms. Stocks can be preferred stocks, common stocks, and so on. You can design the DEAL very complicated if you want. But don't be too complicated, it will scare away investors.