美国144规则对我国存量股转让监管的借鉴意义

Rule 144 in the U.S. and China’s Stocked Shares Issuing Regulation

1972年,美国证监会颁布了144规则,对存量股转让进行规制。144规则将老股定性为"限制性证券",以区别于自由流通股票,强调可以通过注册程序将"限制性证券"转换为自由流通股票。在此基础上,144规则采用"关联方"概念,区分控股股东和非控股股东,为两类股东都提供了注册以外的公开售股渠道,但针对不同股东规定了宽严程度不同的售股条件。144规则体现出来的强化监管权威、疏堵结合和区别对待的政策,对于我国存量股转让规制的顶层设计有重要借鉴意义。

Rule 144 issued by the SEC in 1972 provides a regulatory framework for the public sales of stocked shares by shareholders. This rule uses the term ＂restricted securities＂ to define stocked shares acquired by shareholders through non-public offerings, and allows shareholders to sell the ＂restricted securities＂ to public shareholders as long as such securities are registered with the SEC. This rule further divides holders of ＂restricted securities＂ into affiliates and non-affiliates, and provides different conditions and channels for the public sales of ＂restricted securities＂ by affiliates and non-affiliates. In designing a regulatory framework for the sales by shareholders of shares acquired prior to IPOs, China may take Rule 144 as reference that emphasizes the regulatory authority, the combination of regulating and waiving sales-related activities and the different treatments of different shareholders.