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Jiangsu Shentong: "12.4" Legal Propaganda
Release time:
2013-12-11
Interpretation of 1. specific regulations
Interim Provisions of the (I) China Securities Regulatory Commission on Strengthening the Supervision of Abnormal Stock Transactions Related to the Major Asset Restructuring of Listed Companies (Announcement No. 33 [2012] of the China Securities Regulatory Commission, December 17, 2012)
The "Regulations" link the supervision of abnormal stock transactions with the administrative license for major asset restructuring. In fact, it closely links the insider information management of the parties, interested parties and related entities of major asset restructuring with major asset restructuring. The relevant parties can only do a good job in the confidentiality of inside information, otherwise it will directly affect the smooth progress of mergers and acquisitions.
Article 2 of the Regulations specifies that, in addition to listed companies,The counterparty and its controlling shareholder and actual controller.It is also necessary to do a good job in the management of inside information and the registration of insiders of inside information. If the above-mentioned subjects are verified to have insider trading, it will cause an unavoidable substantive obstacle to the reorganization.
Article 4 of the Regulations clarifies that listed companies shall disclose information in stages, I .e., listed companies shall disclose information in stages, I .e., the parties to a major asset restructuring transactionWhen a substantial intention is initially reached or when no substantial intention is reached but it is expected that the information will be difficult to keep confidentialTo apply to the exchange for stock suspension in a timely manner, to disclose information in stages in a true, accurate, complete, timely and fair manner, and to fully reveal risks.
Articles 5 to 7 of the Regulations establish that"The change is verified, the case is suspended, the exclusion is resumed, and the violation is terminated."The system. After the suspension of trading of a listed company into a major asset restructuring procedure, the exchange immediately initiated the verification procedure for abnormal stock trading and reported it to the CSRC in a timely manner. At the same time, the conclusion of the existence of abnormal trading will be informed to the listed company, and the listed company will decide whether to continue to promote the reorganization, if the listed company decides to continue to promote the reorganization, it should also make a risk warning of abnormal stock trading.
after the sfc has verified the information on abnormal stock trading,The listed company shall suspend the restructuring process if it considers that it is suspected of insider trading and decides to open a case for inspection.and timely disclosure and risk alerts. After the suspension of the major asset reorganization process, the relevant parties can be classified and dealt with according to the status and role of the subject suspected of insider trading in the major asset reorganization and the difference between legal and natural persons,IfBelonging to the "Regulations" can be achieved through the withdrawal or withdrawal of reorganization transactions."Eliminate impact"Yes, listed companies canRecoveryThe reorganization process.IfThe listed company and its controlling shareholder, actual controller, and counterparty accounting for more than 20% of the total transaction amount of the restructuring were traded by the CSRC for insider trading.administrative penaltyor by the judiciaryInvestigate legal responsibility according to lawThe listed company shallTerminationThe reorganization process; if it enters the administrative licensing stage, the CSRC shall terminate the audit.
Interpretation of the Supreme People's Court and the Supreme People's Procuratorate of (II) on Several Issues Concerning the Specific Application of Law in Criminal Cases of Insider Trading and Disclosure of Inside Information (Law Interpretation [2012] No. 6, June 1, 2012)
The judicial interpretation clarifies the main aspects of insider information insiders, persons who illegally obtain insider information, the determination of obvious abnormalities in related trading behavior, the determination of the sensitive period of insider information, insider trading, and the conviction and sentencing standards for leaking insider information. Need to pay attention to the following points:
1. Article 2 of the judicial interpretation stipulates that persons with knowledge of inside informationClose relatives or other persons closely related to the insider information, during the sensitive period of insider information, engage in or express or imply that others engage in, or disclose insider information to cause others to engage in securities and futures trading related to that insider information,If the relevant trading behavior is obviously abnormal and there is no justifiable reason or legitimate information source, it will be identified as a person who illegally obtains inside information, and if the circumstances are serious, he shall be investigated for criminal responsibility.
2. Article 5 of the judicial interpretation stipulates that the initial time for the motion, planning, decision-making or execution of major events in insider information is the time when insider information is formed. Listed companies and related entities should do a good job in the registration of insiders and insider information management from this time.
2. relevant legal provisions
(I) securities law
Article 5 (Provisions in Principle), Article 73 (Prohibition of Insider Trading), Article 74 (Scope of Insider), Article 75 (Insider Information), Article 76 (Specific Provisions), Article 202 (Penalties).
http://www.law-lib.com/law/law_view.asp?id=102905
(II) Criminal Law (Revised in 2011)
Article 180[Crime of insider trading and divulging inside information]Persons who have knowledge of insider information on securities or futures trading or who illegally obtain insider information on securities or futures trading, before the issuance of securities, securities or futures trading or other information that has a significant impact on the trading prices of securities or futures is made public,Buy or sell the securities, or engage in futures trading related to the insider information, or disclose the information, or express or imply that others engage in the above trading activities,If the circumstances are serious, they shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and shall also, or shall only, be sentenced to a fine of not less than one time but not more than five times the illegal proceeds; if the circumstances are especially serious, they shall be sentenced to fixed-term imprisonment of not less than five years and not more than one time but not more than five times the illegal proceeds.
http://www.szxingshi.com/95w9.html
(III) Circular of the General Office of the State Council on Forwarding the Opinions of the China Securities Regulatory Commission and Other Departments on Cracking down on, Preventing and Controlling Insider Trading in the Capital Market in accordance with the Law (No. 55 [2010] of the State Council)
The Notice requires that:
First, we should step up efforts to formulate a confidentiality system involving insider information of listed companies, including measures for the management of state functioners' access to insider information, clarify the scope of insider information, circulation procedures, confidentiality measures and accountability requirements, and designate institutions and personnel responsible for the management of insider information.
The second is to establish a registration system for insiders as soon as possible, requiring insiders to register in accordance with regulations, and implement the confidentiality responsibilities and obligations of relevant personnel.
The third is to improve the information disclosure and suspension and resumption of trading of listed companies and other related systems, and urge listed companies and other information disclosure obligors to disclose information in a true, accurate, complete and timely manner in strict accordance with laws and regulations.
The fourth is to improve the assessment and evaluation system, incorporate the prevention and control of insider trading into the enterprise performance assessment and evaluation system, and clarify the principles, contents, standards, procedures and methods of assessment.
http://www.gov.cn/zwgk/2010-11/18/content_1748349.htm
Provisions of the (IV) of Public Information on the Establishment of a Registration Management System for Insiders of Inside Information by Listed Companies (CSRC Announcement No. 30 [2012])
The "Regulations" are an important supporting system for the implementation of Document No. 55 of the State Council, and are specific norms for the management of insider information of listed companies. The "Regulations" require listed companies to establish a registration management system for insiders of inside information, fill in the files of insiders of inside information as required, and do a good job in the confidentiality management of inside information. Where a listed company conducts major events such as acquisitions, major asset reorganizations, securities issuance, mergers, divisions, share repurchases, etc., in addition to establishing insider files, it shall also prepare major event process memorandums in accordance with the requirements, and shall be in the above major event information After public disclosure in accordance with the law, the memorandum of the process of major events and the files of insiders of inside information shall be submitted to the exchange in a timely manner.
http://www.csrc.gov.cn/pub/zjhpublic/G00306201/201110/t20111026_201068.htm
Interim Provisions of the (V) China Securities Regulatory Commission on Strengthening the Supervision of Abnormal Stock Transactions Related to the Major Asset Restructuring of Listed Companies (Announcement No. 33 [2012] of the China Securities Regulatory Commission)
http://www.csrc.gov.cn/pub/newsite/flb/flfg/bmgf/ssgs/bgcz/201310/t20131016_236320.htm
(VI) of the Shenzhen Stock Exchange on Strengthening the Supervision of Abnormal Stock Transactions Related to the Major Asset Restructuring of Listed Companies
http://www.szse.cn/main/disclosure/bsgg/39748761.shtml
Interpretation of the Supreme People's Court and the Supreme People's Procuratorate of (VII) on Several Issues Concerning the Specific Application of Law in Criminal Cases of Insider Trading and Disclosure of Inside Information (Interpretation [2012] No. 6 of the Law)
http://www.court.gov.cn/spyw/xssp/201209/t20120928_178548.htm
(VIII) Understanding and Application of the Interpretation of Several Issues Concerning the Specific Application of Law in Criminal Cases of Insider Trading and Disclosure of Inside Information
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