| The Chinese Securities Law adopts the dichotomy of public issuing of corporate bonds and non-public issuing of corporate bonds, according to which securities law applied first in the case of public issuing, while company law applied directly in the case of non-public issuing. However, such dichotomy is not comprehensive enough and can’t be adapted to the complex and changeable bond market, and can easily result in the deviation of regulation from the its purpose. To protect the interest of public investors and regulate companies’ acts of debt finance, rules of registration immunity can be introduced on the basis of the dichotomy, but they should not be seen as a type of non-public issuing or an opposite to public issuing. By developing the causes of immunity, some debt finances that ostensibly take the form of non-public issuing should be treated as public issuing. Similarly, some issuing of bonds that ostensibly take the form of public issuing should be treated as registration immunity. Moreover, rules of restraint on resale should be introduced to reduce the possibility of disguised public issuing and enhance the adaptability of the rules of non-public issuing. The Chinese Securities Law should also confirm the regulatory functions of self-regulatory organizations such as the National Association of Financial Market Institutional Investors and the Securities Association of China in the context of regulating the non-public issuing of corporate bonds. |
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