China's capital market information disclosure norms take public offering as the main body,and there is a lack of systematic regulations on private offering,so it is necessary to build a two-tier norm system of public offering and private offering for information disclosure.Two theoretical tools,an incentive mechanism and a risk mitigation mechanism,which are proposed by contract economics to solve information asymmetry,can be used to establish and perfect the two-tier norm system for information disclosure.At the legislative level,incentive norms should help issuers choose suitable fund-raising methods according to cost-benefit considerations,and risk mitigation norms should be differentiated around share circulation and investor qualifications.At the regulatory level,based on incentive norms,public offering implements registration system supervision with information disclosure as the core,while private offering adopts exemption system supervision with efficiency as the priority.Based on the risk mitigation norms,the supervision of public offering is committed to clarifying the boundaries of responsibility of relevant subjects,and the supervision of private offering is focused on clarifying the scope of private offering with limited use of public persuasion rules.At the judicial level,since the false statement in the public offering is mainly represented by tort liability,the false statement in the private offering is mostly represented by breach of contract liability,we should strictly distinguish the basis of the claim right of the actor of false statements to bear civil liability under the two-tier norm.
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