Legal analysis: (1) Issuing securities to unspecified objects. This is one of the characteristics of public offering, which points to the public issuing unspecified securities. No matter how many people are issued, as long as they are not aimed at the public, they are all public offerings. (2) Issuing securities to a specific target with a total of more than 200 persons. "Specific objects" mainly include the internal personnel of the issuer, such as shareholders, company employees and their relatives and friends, as well as companies, institutions and personnel associated with the issuer; The other is institutional investors, such as fund management companies and insurance companies. Generally speaking, the number of people who participate in issuing securities to a specific object is relatively small, and the object has certain contact with the issuer and knows more about the issuer. Therefore, issuing securities to specific objects is one of the characteristics of non-public offering. However, if the number of specific targets is too large, it will lose the characteristics of the small number of private offerings, which is essentially a disguised public offering. Therefore, the definition of public offering should also consider the number of people. To this end, the "Securities Law" stipulates that the number of specific objects exceeds 200, which is a public offering. The number of people is defined as "cumulative" in order to prevent the issuer from evading the examination and approval and supervision of the securities regulatory authority in the State Council or the department authorized by the State Council by issuing securities to a specific object with no more than 200 people for many times. According to this article, no matter how many times securities are issued to a specific object, the total number of people shall not exceed 200. Otherwise, it is a public offering, and it must be approved by the securities regulatory agency of the State Council or the department authorized by the State Council. (3) Other issuance acts as stipulated by laws and administrative regulations. This is a general rule, that is, in addition to the definition of public offering in the first two items, other laws and administrative regulations stipulate public offering.
Legal basis: Securities Law of People's Republic of China (PRC).
Article 12 The initial public offering of new shares issued by a company shall meet the following conditions:
(1) Having a sound organizational structure;
(2) It has the ability of continuous operation;
(3) The financial and accounting reports of the last three years have been issued with unqualified audit reports;
(4) The issuer and its controlling shareholder or actual controller have not committed any criminal acts of corruption, bribery, embezzlement, misappropriation of property or disturbing the order of the socialist market economy in the last three years;
(5) Other conditions as stipulated by the the State Council Securities Regulatory Authority approved by the State Council.
When a listed company issues new shares, it shall meet the requirements stipulated by the securities regulatory authority of the State Council approved by the State Council, and the specific management measures shall be stipulated by the securities regulatory authority of the State Council.
The public offering of depositary receipts shall meet the conditions for the initial public offering of new shares and other conditions stipulated by the the State Council Securities Regulatory Authority.
Article 96 Stock exchanges and other national securities trading places approved by the State Council provide places and facilities for centralized securities trading, organize and supervise securities trading, implement self-discipline management, register according to law, and obtain legal person status.
The establishment, alteration and dissolution of stock exchanges and other national stock exchange places approved by the State Council shall be decided by the State Council.
The organizational structure and management measures of other national securities trading places approved by the State Council shall be formulated by the State Council.
Article 168 the State Council Securities Regulatory Authority shall supervise and manage the securities market according to law, maintain its openness, fairness and impartiality, guard against systemic risks, safeguard the legitimate rights and interests of investors and promote the healthy development of the securities market.