Laws and regulations - on the Prohibition of Insider Trading
Insider Trading
1. "People's Republic of China Securities Law"
Article 73 prohibits insider securities trading inside information illegally obtained insider information and who use insider information in securities trading activities.
Article 74 of the insider securities trading inside information include:
(A) the issuer's directors, supervisors and senior management personnel;
Shareholders and directors, supervisors and senior management personnel, the company's actual controller and its directors, supervisors and senior management personnel (b) holding 5 percent or more of the shares;
(Iii) the issuer holding company and its directors, supervisors and senior management personnel;
(D) Since the position of the Company can obtain insider information about the company's personnel;
(V) the securities regulatory authority staff and other personnel since the statutory duties of the issuance of securities, transaction management;
The persons concerned (f) sponsor underwriting securities companies, stock exchanges, securities registration and clearing institutions, securities service institutions;
Others (vii) the securities regulatory authority under the State Council regulations.
Article 75 securities trading activities involving the company's business, financial or market price of the securities companies have a significant impact not yet public information, insider information.
The following information belongs to inside information:
(A) Article 67 of this Law major events listed in the second paragraph;
Program (II) distribution of dividends or capital increase;
Significant changes (iii) the company's ownership structure;
Significant changes (iv) debt secured;
(V) mortgage company's business with major asset sale or write than 30 per cent of the asset;
Directors, supervisors and senior management personnel behavior (vi) the company may incur significant liability for damages according to the law;
(Vii) relevant programs for acquisition of listed companies;
Other important information (h) of the State Council securities regulatory authority finds that a significant effect on the trading prices of securities.
Article 76 securities trading and illegal insider insider information to obtain insider information people, insider information before the public, not purchase or sell securities of the company, or divulge such information or recommendations others trading in the securities.
Holds or agreement or other arrangements with others who hold more than five percent of the shares of natural persons, legal persons and other organizations, the acquisition of shares of listed companies, as otherwise provided in this Act, the application of its provisions.
Insider trading caused losses to investors, the perpetrator shall be liable for compensation according to law.
Article 202 insider securities trading inside information or illegally obtained insider information people, before the issuance of securities involved, transactions or other significant impact on the price of the securities information disclosure, the sale of the securities, or disclose the information or suggest others to trade the securities shall be ordered according to law illegally held securities, confiscation of illegal income and impose more than five times the illegal gains fine; no illegal proceeds or the illegal proceeds less than three yuan, a fine of thirty thousand yuan fine of 600,000 yuan. Units engaged in insider trading, should also be in charge and other directly responsible personnel directly responsible shall be given a warning and imposed a fine of 30,000 yuan to 300,000 yuan. The securities regulatory authority staff insider trading, given a heavier punishment.
2. The State Council "to crack down on insider trading and the prevention and control of capital markets view"
Second, improve the system, effective prevention and control
Insider information, refer to the listed companies, finance, distribution, investment and financing, mergers and acquisitions, and other important personnel changes have a significant impact on the stock price but not yet a formal public information. Strengthen insider information management is an important part of prevention and control of insider trading, to curb insider trading from the source of great significance. All regions and relevant departments should establish and improve the registration of insider information management system to improve the institutionalized and standardized levels of prevention and control work.
First, pay close attention to the development of inside information involving listed companies of confidentiality, including national staff access to insider information management approach to defining the scope of insider information, transfer procedures, security measures and accountability requirements, and specify the responsible agency insider information management and personnel. The second is to establish as quickly as possible insiders registration system, and for the insiders to implement registration required to implement the duty of confidentiality and obligations related to personnel. Third, improve the information disclosure of listed companies and the resumption of trading and other related system, and urge listed companies information disclosure obligations strictly in accordance with laws and regulations, true, accurate, complete and timely disclosure of information. Fourth, improve the evaluation system, the insider trading prevention and control work into enterprise performance appraisal system, the principle of a clear assessment of the content, standards, procedures and methods. Fifth, refinement, enrichment and prevention prescribed by law against insider trading, and improve the identification and insider trading rules of evidence, and actively explore the insider trading reward systems.
All significant matters involving listed companies of the decision-making process must comply with confidentiality requirements, simplifying decision-making process, shorten the decision time, minimize the scope of insider information insider. Feasibility studies on major issues of listed companies, in principle, should be suspended in the relevant securities or transactions carried out.
Third, clear responsibilities, focusing on combating
Securities regulatory authorities should take the regulatory responsibility for the behavior of suspected insider trading to timely file for inspection, administrative penalty from the fast; for the alleged crime, should be transferred to judicial organs be held criminally responsible, so that the law must, sound the alarm bell; record for audit of listed companies, and to suspend its refinancing administrative licensing, mergers and acquisitions and so on; directly responsible intermediaries and related personnel, administrative measures according to the law in accordance with regulations, suspend or cancel its business qualification. Public security organs receiving the case shall be transferred to the rear, a timely investigation. Supervision organs at all levels, national assets supervision and administration departments should be based on the division of responsibilities for disclosure of inside information or engage in insider trading national staff, state-owned (Holdings) Enterprise staff dealt with severely.
3. The China Securities Regulatory Commission, "on the establishment of a listed company insiders registration management system requirements"
Article Insider insider information before the disclosure obligation of confidentiality.
5. A listed company shall, according to these provisions, the establishment of insiders registration management system, confidentiality of insider information management and registration management at the insiders insider information before the public disclosure by law make provision.
Article 9, paragraph administration department staff access to insider information of listed companies, it should do the registration in accordance with the requirements of the relevant administrative departments.
4. "People's Republic of China Securities Investment Fund Law"
Article 59 shall not be used for the investment fund property or activity:
...... (Vii) engage in insider trading, stock manipulation and other unfair trading prices of the securities trading activities;
(Viii) in accordance with laws, administrative regulations, the relevant provisions, prohibited by the securities regulatory authority under other activities.
5. "People's Republic of China Criminal Law"
Informed personnel Article 180 securities, futures trading insider information or illegally obtained securities, futures trading insider information officer, issuance of securities in the securities, futures or other securities have a significant impact, the futures price information Not before the public, to buy or sell the securities, or engage with the inside information on futures, or disclose the information, or express, implied others to engage in such transactions, the circumstances are serious, imprisonment or criminal detention , concurrently or more than five times the illegal gains fine; circumstances are especially serious, more than five years to ten years imprisonment, more than five times the illegal income and impose a fine.
Unit crime in the preceding paragraph shall be fined, and principal personnel directly responsible and other directly responsible personnel, five years imprisonment or criminal detention.
The scope of insider information determined by the provisions of laws and administrative regulations.
People with inside information, determined in accordance with the provisions of laws and administrative regulations.
Practitioners and relevant regulatory department or industry association staff members of stock exchanges, futures exchanges, securities companies, futures brokerage companies, fund management companies, commercial banks, insurance companies and other financial institutions, because of his use of insider information to facilitate access to the outside the other non-public information, in violation of regulations, engaged in the information related to securities and futures activities, or express, implied others to engage in activities related to the transaction, the circumstances are serious, be punished in accordance with the provisions of the first paragraph.
6. "Exchange Management Regulations"
Article engaged in futures trading activities, should follow an open, fair, impartial and honesty. No fraud, insider trading and manipulation of futures trading prices and other illegal activities.
7. "Securities Supervision and Management Regulations"
Article 43 self-service securities firm engaged in securities, following acts are prohibited:
...... (C) the use of insider information trading in securities or stock market manipulation; ......
8. "Listed Company Information Disclosure"
Article Before insider information disclosure law, no insider may disclose such information shall not use this information for insider trading.
Article 41 listed companies by the results that will be, analyst meetings, roadshows, investor investigation form on the company's business, financial condition and other events to communicate with any institution or individual shall not provide insider information.
Article 46 third paragraph shareholders of listed companies, the actual controller may not abuse its shareholder rights, dominant position, shall not require listed companies to provide inside information.
Article 55 Where any organization or individual may illegally obtain, provide, disseminate inside information of listed companies shall not use inside information Exchange, acquired or recommend others to trade securities and derivatives, shall Investment Value Analysis reports, studies and other documents using insider information.
Article 64 The shareholders of listed companies, the actual control of listed companies did not cooperate law obligation of information disclosure, or illegal requiring listed companies to provide inside information, China Securities Regulatory Commission ordered to make corrections, give a warning, a fine.
9. "significant asset restructuring of listed companies management approach"
Article 7 Any entity or individual major asset restructuring information notice before disclosure law obligation of confidentiality.
No unit or individual use major asset restructuring information in insider trading, stock market manipulation and other illegal activities.
Article 39 Trading Company, its directors, supervisors, senior management, major asset restructuring and other related parties, counterparty and its directors, supervisors and senior management personnel related parties or the main person responsible parties to the transaction hired securities service institutions and their employees, to participate in major asset restructuring plan, relevant institutions and personnel reasoning, decision making, approval, and other aspects, as well as due to other direct relatives, business services and the like may be aware or informed of price-sensitive information relevant institutions and personnel in the major asset restructuring before the disclosure of price-sensitive information according to the law obligation of confidentiality, prohibits the use of this information for insider trading.
10. "Securities Issuance and Listing Sponsor business management approach"
Informed personnel Article 53 sponsor representatives and other persons belonging to the sponsor business-related insider information, should abide by laws, administrative regulations and the China Securities Regulatory Commission, and shall not use insider information directly or indirectly as a sponsor, not himself or others to seek legitimate interests.
Prohibits "Rat"
Rat refers to the act first to buy a stock, and then use its funds investor (or its affiliates) entrusted with the operation of a large number of buying the stock, and stock prices were to be raised to a higher position, the first sell its own buy stocks profit. Build "Rat" contrary to the general principle of good faith professional managers, it is a serious ethics problems, and suspected of crimes.
1. "People's Republic of China Criminal Law"
Article 180, paragraph insiders securities, futures trading insider information or illegally obtained securities, futures trading insider information officer, issuance of securities in the securities, futures or other securities, futures prices have a significant before the impact of information not disclosed, buy or sell the securities, or engage with the inside information on futures, or disclose the information, or express, implied others to engage in such transactions, the circumstances are serious, there are five of imprisonment or criminal detention and concurrently or more than five times the illegal gains fine; circumstances are especially serious, more than five years to ten years imprisonment, more than five times the illegal income and impose a fine.
Practitioners and relevant regulatory department or industry association staff fourth paragraph of Article 180 stock exchanges, futures exchanges, securities companies, futures brokerage companies, fund management companies, commercial banks, insurance companies and other financial institutions, due to the use of inside information than the other positions to facilitate access to information is not disclosed in violation of regulations, engaged in the information related to securities and futures activities, or express, implied others to engage in trading activities related to serious circumstances, in accordance with the first paragraph shall be punished.
2. "People's Republic of China Securities Law"
One hundred and ninety ninth laws and administrative regulations prohibit persons involved in stock trading, directly or with a pseudonym, nominal holding by others, the sale of stock, ordered to dispose of illegally held stocks in accordance with law, confiscate the illegal income, impose a trading value of the shares of the fine; they are state workers should also be given administrative sanctions according to law.
3. "People's Republic of China Securities Investment Fund Law"
Article XVIII director of fund managers, supervisors, managers and other employees may not serve as custodian of the Fund or any other fund manager's duties, the Fund shall not engage in damage to property and the interests of the fund share holders of securities trading and other activities .
Article 97 fund managers, fund custodians employees specialized fund trust department in violation of the provisions of Article 18, the fund property or fund share holders of damage, liability according to law; serious canceled fund qualifications; constitutes a crime, be held criminally responsible.