有关中美证券法的翻译！！汉翻英！！第二部分

Question

以下是第二部分！！谢谢啦！！
三、成为公众公司及终止公众公司责任的标准不同
根据美国《证券法》与《证券交易法》规定，股份有限公司在两种情形下成为公众公司(GoingPublic):(1)向不特定对象公开发行股票；(2)股东人数超过500人及公司总资产超过1000万美元。公司出现以上两种情形时需要向SEC注册，并开始履行公众公司的信息披露义务。公司要暂停和终止履行信息披露义务必须满足以下两个条件之一:(1)持有公司已发行股票的股东人数少于300人；(2)持有公司已发行股票的股东人数少于500人，且在过去三个财政年度内公司的总资产每年均低于一千万美元。此外，即使公司达到以上条件，如其股票还在证券交易所或NASDAQ市场上市交易，信息披露义务也不能免除。
我国的股份有限公司成为公众公司的途径也有两条:(1)向不特定对象公开发行股票；(2)股东人数超过200人。以下两种情形有可能使股份有限公司未向不特定对象公开发行股票即成为公众公司:(1)向特定对象发行股票导致股份有限公司股东人数超过200人；(2)因转让、继承、赠与、司法裁决等导致股份有限公司股东人数超过200人。关于公众公司的信息披露责任及其暂停和终止，我国目前尚未做出有关规定。
与美国相比，我国成为公众公司的"门槛"要低得多，因此，股份有限公司成为公众公司并须履行强制性公开信息披露义务的可能性更大。由于《证券法》将公众公司纳入中国证监会监管范围，因此可以预计，今后中国证监会监管的公司数量将达数万家。
四、证券私募制度不同
美国建立了非常完善的调整证券私募发行、私募证券转让的制度规范。不仅非公众公司可以利用私募发行筹集资金，公众公司与上市公司也可以进行证券私募。在美国，发行人在发行证券时只要满足(1)以非公开的直接洽商方式，(2)仅向少数特定对象发行，就有可能寻求以下注册豁免:(1)私募发行注册豁免、(2)D条例发行注册豁免(含规则504豁免、规则505豁免、规则506豁免)、(3)向合格投资者发行注册豁免、(4)加利福尼亚州有限量发行注册豁免。
我国新《公司法》、《证券法》虽然没有直接引入证券"私募"的表述，但其中关于"股份公司可以向特定对象募集设立"、"公开发行的定义"、"上市公司非公开发行新股"等规定，事实上已经勾勒出我国证券私募制度的基本框架。按《证券法》第十条规定，"向累计超过二百人的特定对象发行证券"属于证券公开发行，因此，我国的证券非公开发行仅限于股东人数在200人以下的非上市公司向特定对象以非公开方式发行证券，且发行后股东人数不超过200人的证券发行行为。除此之外的证券发行都属于公开发行。股东人数在200人以上的股份公司的任何发行行为均属于公开发行，无论其是针对特定对象还是不特定对象，也不论其是采取公开方式还是非公开方式。
按立法意图，我国新《证券法》第十三条第二款关于"上市公司非公开发行新股，应当符合经国务院批准的国务院证券监督管理机构规定的条件，并报国务院证券监督管理机构核准"的规定，应理解为上市公司向特定对象发行新股，与美国的上市公司证券私募有相似之处，其条件和程序与向不特定对象公开发行完全不同。

Answer 1

还是我呵呵！
3. to become a public company and termination of a public company responsibilities different criteria based on "Securities Law" and "Securities Exchange Act", Corporation in the two cases, it becomes a public company (GoingPublic) : (1) is not targeted to offer shares to the public; (2) the number of shareholders of more than 500 companies and the total assets of over 10 million U.S. dollars. These two companies need to circumstances SEC registration, and began to perform public company information disclosure obligations. Company to suspend and terminate its information disclosure obligations must meet the following two conditions : (a) Holders of the company's issued shares of shareholders to fewer than 300 people; (2) The holder of a company's issued shares of shareholders to fewer than 500, during the last three financial years the annual total assets were lower than 10 million U.S. dollars. In addition, even if the companies reach these conditions, if the stock is still stock exchange or the NASDAQ market traded Information disclosure obligations not exempt. China's Corp. to become a public company has two ways : (a) is not targeted to offer shares to the public; (2) the number of shareholders exceeded 200. The following two situations could not Corp. is not targeted to offer shares to the public to become a public company : (1) to specific targets Corp. to issue stock to shareholders over 200 people; (2) transfer, inheritance, gifts, as a result of judicial decisions Corp. shareholders over 200 people. On public companies to disclose information and the responsibility to suspend or terminate the country, has not yet made the requirement. Compared with the United States, China has become a public company the "threshold" will be much lower, so Company become public companies and are required to fulfill the mandatory public disclosure obligations to the possibility of more. As the "Securities Act" will be public companies into the China Securities Regulatory Commission supervision, it can be expected that China Securities Regulatory Commission, the future of the companies will reach tens of thousands of homes in volume. 4, the private placement of securities system from the United States established a very good adjustment private placement of securities issued by private placement securities transfer system standards. Not only non-public companies can use private placement issue to raise funds and public companies and listed companies will be able to conduct private placement of securities. In the United States, the issuer of the securities issued at the meeting as long as (1) non-open direct negotiations, (2) only to a small number of targeted distribution, it may seek exemption from registration under : (a) Private Placement Exemption, (2) D. Ordinance issued registration exemptions (including exemption from the rules 504, 505 exemption rules, rules 506 exemption) (3) issued to qualified investors registered exemption, (4) California issued a limited exemption from registration. China's new "Company Law" and "Securities Act" Although there is no direct introduction of securities "Private Placement" expression But on the "joint-stock companies to set up specific targets to raise", "published by the definition of" "Non-public listed companies to issue new shares", in fact portrayal of our private placement of securities of the basic framework of the system. By the "Securities Act" Article 10 stipulates that "accumulated more than 200 people targeted in securities issued an" open issue securities, therefore, China's non-public offerings of securities is limited to the number of shareholders to less than 200 in the non-listed companies to target specific non-public side - issued securities, issued after the shareholders and not more than 200 persons in the issuance of securities acts. In addition to the issuance of securities are public. 200 in the number of shareholders over the company's shares issued any act which published. whether they are targeted at specific groups targeted or not, regardless of their form of a public or private. By legislative intent, my new "Securities Act" Section 2, Article 13 of "non-publicly listed companies to issue new shares, It should be consistent with the State Council's approval of the State Council securities regulatory agencies, in fact, reported to the State Council securities regulatory agencies approved "requirement should be interpreted as a listed company to issue new shares to specific targets. with the United States private placement of securities of listed companies are similar its conditions and procedures and is not targeted to be issued to the public entirely different.
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Answer 2

Third, becomes the public company and the termination public companyresponsibility standard different: "Negotiable securities Law" and "Negotiable securities TransactionLaw" stipulated according to US that, the limited liability companybecomes the public company under two kind of situations (GoingPublic):(1) to unspecific object public release stock; (2) the shareholderpopulation surpasses 500 person and the company total propertysurpasses 10 million US dollars. The company has when above two kindof situations needs to the SEC registration, and starts to fulfill thepublic company the information to disclose the duty. The company mustsuspend and terminate fulfills the information to disclose the dutymust satisfy one of following two conditions: (1) has the companyoutstanding share the shareholder population to be short to 300people; (2) has the company outstanding share the shareholderpopulation to be short to 500 people, also company's total propertyeach yearly average was lower than 10 million US dollars in the pastthree fiscal years. In addition above, even if the company achievesthe condition, if the stock also goes on the market the transaction inthe stock market or the NASDAQ market, the information disclosed theduty cannot avoid. The our country limited liability company becomes the public companythe way also to have two: (1) to unspecific object public releasestock; (2) the shareholder population surpasses 200 people. Followingtwo kind of situations have the possibility to cause the limitedliability company namely not to become the public company to theunspecific object public release stock: (1) causes the limitedliability company shareholder population to the specific objectoutstanding share to surpass 200 people; (2) because transfers,inherits, grants, the judicial ruling and so on causes the limitedliability company shareholder population to surpass 200 people. Aboutthe public company's information disclosed the responsibility and itsthe suspension and the termination, our country at present not yetmakes the related stipulation. Compares with US, our country becomes the public company "Threshold " Must lower a lot, therefore, the limited liabilitycompany becomes the public company and must fulfill the compulsorypublic information to disclose the voluntary the possibility isbigger. Because "Negotiable securities Law" brings into line with thepublic company the Chinese negotiable securities surveillancecommittee supervising and managing scope, therefore may estimate, thenext Chinese negotiable securities surveillance committee supervisingand managing company quantity will reach tens of thousands of. Fourth, the negotiable securities private solicit the system to bedifferent US established the extremely perfect adjustment negotiablesecurities private to solicit the release privately, solicits thenegotiable securities transfer the system standard. Not only the non-public company may use privately solicits the release collection fund,the public company with goes on the market the company also to beallowed privately to carry on the negotiable securities to solicit. InUS, publisher when release negotiable securities so long as satisfies(1) to non- to be public directly discusses and makes arrangements theway below, (2) only to the minority specific object release, has thepossibility to seek registers the exemption: (1) private solicits therelease registration exemption, (2) the D rule release registrationexemption (contains rule 504 exemption, rule 505 exemption, rule 506exemption), (3) distributes the registration exemption to thequalified investor, (4) the California state limited quantity releaseregistration exemption. Our country is new "Company Law", "Negotiable securities Law" althoughdoes not have direct introduction negotiable securities " Privatesolicits " Indicating, but about " The joint-stock companymay collect to the specific object sets up " " Publicrelease definition " " Goes on the market company non-public release new stock " The stipulation, already outlined ourcountry negotiable securities privately to solicit the system in factthe bare bone. According to "Negotiable securities Law" tenthstipulation, " Surpasses 200 person of specific objects releasesnegotiable securities " to the accumulation; Belongs to thenegotiable securities public release, therefore, the our countrynegotiable securities non- public release only is restricted in theshareholder population must to go on the market in 200 person of belowthe company to the specific object by the non- public way releasenegotiable securities, after also the release the shareholderpopulation does not surpass 200 person of negotiable securitiesreleases behavior. The in addition negotiable securities release allbelongs to the public release. The shareholder population belongs tothe public release in 200 person of above joint-stock company's anyrelease behavior, regardless of it is aims at the specific object orthe unspecific object, also no matter it is adopts the public way alsois the non- public way. According to the legislation intention, our country is new "Negotiablesecurities Law" 13th second section about " Goes on the marketthe company non- public release new stock, must conform to the StateCouncil negotiable securities surveillance management structurestipulation condition which authorizes by the State Council, andreports the State Council negotiable securities surveillancemanagement structure to approve " The stipulation, shouldunderstand for goes on the market the company to distribute the newstock to the specific object, goes on the market the companynegotiable securities privately with US to solicit has similarlyplace, its condition and the procedure and are completely different tothe unspecific object public release.