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Law popularization: laws and regulations related to insider trading

  • Categories:Propaganda
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  • Time of issue:2012-10-10 23:30
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(Summary description)If a unit commits the crime mentioned in the preceding paragraph, the unit shall be fined, and the person in charge and other directly responsible persons shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.

Law popularization: laws and regulations related to insider trading

(Summary description)If a unit commits the crime mentioned in the preceding paragraph, the unit shall be fined, and the person in charge and other directly responsible persons shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.

  • Categories:Propaganda
  • Author:
  • Origin:
  • Time of issue:2012-10-10 23:30
  • Views:
Information

Stay away from insider trading, invest honestly and rationally!

—— Legal promotion: Laws and regulations related to insider trading

 

1. Article 180 of the Criminal Law (February 28, 2009)

Article 180 Persons who know the inside information of securities and futures transactions or those who illegally obtain inside information of securities and futures transactions, in matters involving the issuance of securities, securities, futures transactions or other information that have a significant impact on the prices of securities and futures transactions Whoever buys or sells the securities, or engages in futures transactions related to the inside information, or leaks the information, or expressly or hints that others are engaged in the above-mentioned trading activities before the disclosure, if the circumstances are serious, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention , A fine of one to five times the illegal gains shall be imposed concurrently or separately; if the circumstances are particularly serious, he shall be sentenced to fixed-term imprisonment of not less than five years but not more than ten years, and a fine of one to five times the illegal gains. ①

If a unit commits the crime mentioned in the preceding paragraph, the unit shall be fined, and the person in charge and other directly responsible persons shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.

The scope of inside information and insiders shall be determined in accordance with laws and administrative regulations. ②

Practitioners of stock exchanges, futures exchanges, securities companies, futures brokerage companies, fund management companies, commercial banks, insurance companies and other financial institutions, as well as staff of relevant regulatory authorities or industry associations, use other than inside information that is facilitated by their positions For other undisclosed information, in violation of regulations, engaging in securities and futures trading activities related to the information, or expressly or implying that others are engaged in related trading activities, if the circumstances are serious, penalties shall be imposed in accordance with the provisions of the first paragraph. ③

Note① Modified according to the "Amendment to the Criminal Law of the People's Republic of China (7)" on February 28, 2009. The original provision of the first paragraph reads: "Persons who know the inside information of securities and futures transactions or those who illegally obtain inside information of securities and futures transactions, when involved in the issuance of securities, securities, futures trading or other transactions that have a significant impact on the prices of securities and futures Before the information is made public, buying or selling the securities, or engaging in futures trading related to the inside information, or divulging the information, if the circumstances are serious, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and shall be sentenced to or separately from illegal gains A fine of not less than one time but not more than five times; if the circumstances are particularly serious, they shall be sentenced to fixed-term imprisonment of not less than five years but not more than ten years, and a fine of not less than one time but not more than five times the illegal gains."

Note② Amended according to the "Amendment to the Criminal Law of the People's Republic of China" on December 25, 1999. The original provision reads: "Persons who know the inside information of securities trading shall follow or illegally obtain the inside information of securities trading. Before the issuance or trading of securities or other information that has a significant impact on the price of securities, they buy or sell If the circumstances are serious, if the circumstances are serious, they shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and a fine of not less than one time but not more than five times the illegal income; if the circumstances are particularly serious, they shall be sentenced to not less than five years but not more than ten years. Imprisonment and a fine of not less than one time and not more than five times the illegal gains." If a unit commits the crime mentioned in the preceding paragraph, the unit shall be fined, and the person in charge and other persons directly responsible shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.

The scope of inside information is determined in accordance with laws and administrative regulations.

The scope of insiders shall be determined in accordance with laws and administrative regulations.

Note③ Increased in accordance with the "People's Republic of China Amendment (7)" on February 28, 2009.

2. Related Articles of the Securities Law of the People's Republic of China (October 27, 2005)

Article 67: When a major event that may have a significant impact on the stock trading price of a listed company occurs, and investors have not yet learned of the major event, the listed company shall immediately report the situation of the major event to the securities regulatory authority of the State Council and the stock exchange. Send an interim report and make an announcement stating the cause of the incident, the current state and the possible legal consequences.

The following circumstances are the major events mentioned in the preceding paragraph:

(1) Major changes in the company's business policies and business scope;

(2) The company's major investment behavior and major property purchase decisions;

(3) The signing of important contracts by the company may have an important impact on the company's assets, liabilities, equity and operating results;

(4) The company has incurred major debts and failed to repay major debts due to default;

(5) The company has suffered major losses or major losses;

(6) Significant changes in the external conditions of the company's production and operation;

(7) The company's directors, more than one-third of the supervisors or managers have changed;

(8) A shareholder or actual controller who holds more than 5% of the company’s shares has a major change in his or her holding of shares or control of the company;

(9) The company's decision on capital reduction, merger, division, dissolution and bankruptcy;

(10) In a major lawsuit involving the company, the resolutions of the general meeting of shareholders and the board of directors have been revoked or declared invalid according to law;

(11) The company’s suspected crimes were filed and investigated by the judicial authorities, and the company’s directors, supervisors, and senior managers were suspected of crimes and the judicial authorities took compulsory measures;

(12) Other matters specified by the securities regulatory authority of the State Council.

Article 73 It is prohibited for insiders of securities trading insider information and those who illegally obtain insider information to use inside information to engage in securities trading activities.

Article 74 Insiders of securities trading inside information include:

(1) Directors, supervisors and senior management of the issuer;

(2) Shareholders and their directors, supervisors, and senior managers holding more than 5% of the company’s shares, the actual controller of the company and its directors, supervisors, and senior managers;

(3) Companies controlled by the issuer and their directors, supervisors, and senior managers;

(4) Persons who can obtain inside information about the company due to their position in the company;

(5) The staff of the securities regulatory agency and other personnel who manage the issuance and trading of securities due to their statutory duties;

(6) Relevant personnel of sponsors, underwriting securities companies, stock exchanges, securities registration and settlement institutions, and securities service institutions;

(7) Other persons specified by the securities regulatory agency of the State Council.

Article 75 In securities trading activities, information that involves the company’s operations, finances, or has a significant impact on the market price of the company’s securities, which has not yet been made public, is inside information.

The following information is inside information:

(1) Major events listed in the second paragraph of Article 67 of this Law;

(2) The company's plan to distribute dividends or increase capital;

(3) Major changes in the company's equity structure;

(4) Major changes to the company's debt guarantee;

(5) The mortgage, sale or retirement of the company's main business assets exceeds 30% of the assets at a time;

(6) The acts of the company's directors, supervisors, and senior management may be liable for major damages in accordance with the law;

(7) Relevant plans for the acquisition of listed companies;

(8) Other important information recognized by the State Council’s securities regulatory agency that has a significant impact on securities transaction prices.

Article 76 Insiders of securities trading inside information and those who illegally obtain inside information shall not buy or sell the company’s securities, or divulge the information, or advise others to buy or sell the securities before the inside information is disclosed.

Natural persons, legal persons, or other organizations that hold or jointly hold more than 5% of the company’s shares through agreements or other arrangements with others to purchase shares of listed companies, where otherwise provided for in this Law, shall apply.

If insider trading causes losses to investors, the perpetrator shall be liable for compensation according to law.

Article 202: Those who know the inside information of securities trading or illegally obtain inside information shall buy or sell securities or disclose the information before the issuance or trading of securities or other information that has a significant impact on the price of securities is disclosed. , Or advise others to buy or sell the securities, shall be ordered to deal with the illegally held securities in accordance with the law, the illegal income shall be confiscated, and a fine of one to five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 30,000 yuan, a penalty of 30,000 yuan A fine of not less than RMB 600,000. Where an entity engages in insider trading, it shall also give a warning to the directly responsible person in charge and other directly responsible persons, and impose a fine of 30,000 yuan up to 300,000 yuan.

The staff of the securities regulatory agency shall be punished severely if they conduct insider trading.

Article 232 In case of violation of the provisions of this law, one shall bear civil compensation liability and pay fines and penalties, and if the property is insufficient to pay at the same time, the civil compensation liability shall first be assumed.

Article 234 All fines and confiscated illegal gains collected in accordance with this law shall be turned over to the state treasury.

3. Relevant provisions of the "Administrative Regulations on Futures Trading" (March 6, 2007)

Article 3 Engaging in futures trading activities shall follow the principles of openness, fairness, justice, and honesty. Illegal activities such as fraud, insider trading and manipulation of futures trading prices are prohibited.

Article 73: Insiders of inside information on futures trading or persons who illegally obtain inside information on futures trading use inside information to engage in futures trading or disclose inside information to others before the information that has a significant impact on the price of futures trading is disclosed. If others use inside information to conduct futures transactions, the illegal income shall be confiscated and a fine of 1 to 5 times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 100,000 yuan, a fine of 100,000 yuan but less than 500,000 yuan shall be imposed . If an entity engages in insider trading, it shall also issue a warning to the directly responsible person in charge and other responsible persons, and impose a fine of 30,000 yuan up to 300,000 yuan.

Staff members of the State Council’s futures regulatory agency, futures exchanges, and futures margin security depository and monitoring agencies who conduct insider trading shall be severely punished.

4. Relevant provisions of the "Notice of the Supreme People's Procuratorate and the Ministry of Public Security on Printing and Distributing the Supplementary Provisions of the Supreme People's Procuratorate and the Ministry of Public Security on Prosecution Standards for Economic Crimes" (March 5, 2008)

(3) Insider Trading and Disclosure of Inside Information Case (Criminal Law Article 180)

Persons and units who know the inside information of securities and futures transactions, or those who illegally obtain inside information of securities and futures transactions, have not yet made public the issuance of securities, securities, futures transactions, or other information that has a significant impact on the prices of securities and futures transactions. Before buying or selling the securities, or engaging in futures transactions related to the inside information, or divulging the information, it shall be prosecuted if one of the following circumstances is suspected:

1. Buying or selling securities, or leaking inside information to enable others to buy or sell securities, and the cumulative turnover is more than 500,000 yuan;

2. Buying or selling futures contracts, or leaking inside information to make others buy or sell futures contracts, and the amount of margin occupied is more than 300,000 yuan;

3. The cumulative amount of profits or avoided losses exceeds 150,000 yuan;

4. Repeated insider trading and leaked inside information;

5. There are other serious circumstances.

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