Abstract: Equity public offering in china is typified by merit-based review,by comparison U.S securities public offering is disclosure-based regulation as illustrated by cases and bibliography as well as interview with insiders. This article shows disclosure-based regulation is not applicable to China given country specific situation. Furthermore HongKong paradigm featured by market-driven review process and procedure is more applicable for reference to mainland reforms. Key words: registration system, public offering review, merit-based regulation, disclosure-based regulation