Investor Relations

Stay away from insider trading, invest honestly and rationally

(Summary description)Editor's note: In order to implement the spirit of the "Notice on Implementing Two Judicial Documents on Combating Securities and Futures Crimes" by the Empirical Supervisory Committee, create a publi

Stay away from insider trading, invest honestly and rationally

(Summary description)Editor's note: In order to implement the spirit of the "Notice on Implementing Two Judicial Documents on Combating Securities and Futures Crimes" by the Empirical Supervisory Committee, create a publi

Information

Editor's note: In order to implement the spirit of the "Notice on Implementing Two Judicial Documents on Combating Securities and Futures Crimes" by the Empirical Supervisory Committee, create a public opinion and atmosphere for severely cracking down on insider trading in Jiangsu jurisdiction, boost market and investor confidence, and strengthen integrity Based on the foundation and maintaining market stability, the company continued to carry out a series of publicity activities based on the theme of "Stay away from insider trading, sincere and psychological investment" in accordance with the document requirements of the Jiangsu Securities Regulatory Bureau.

1. What is insider trading?

Insider trading refers to the behavior of insiders and other persons who have obtained inside information by improper means, violating laws and regulations, leaking inside information, buying or selling securities based on inside information, or making securities buying and selling recommendations to others.

2. Related content of the "Judicial Interpretation of Insider Trading"

(1) The scope of insider information. Including: (1) the issuer’s directors, supervisors, and senior management; (2) shareholders holding more than 5% of the company’s shares and their directors, supervisors, and senior management, the company’s actual controller and its directors, and supervisors , Senior management personnel; (3) companies controlled by the issuer and their directors, supervisors, and senior management personnel; (4) persons who can obtain inside information about the company due to their positions in the company; (5) staff members of securities regulatory agencies and Other personnel who manage the issuance and trading of securities due to statutory duties; (6) Relevant personnel of sponsors, underwriting securities companies, stock exchanges, securities registration and clearing institutions, and securities service institutions; (7) Securities regulatory agency of the State Council Other persons specified" and "persons who can contact or obtain inside information due to their managerial, supervisory or professional status, or who perform their duties as employees or professional consultants."

(2) Identification of persons who illegally obtain inside information. There are three categories: one is persons who use illegal means such as stealing, defrauding, arbitrage, eavesdropping, temptation, spying, or private transactions to obtain inside information; the other is persons with special identities, that is, close relatives of insider information or other close relations with them The third is the contact and contact with insider information insiders during the sensitive period of insider information. For the latter two types of personnel, as long as they engage in or express or imply that others are engaged in, or leak inside information to cause others to engage in securities and futures transactions related to inside information, the relevant trading behavior is deemed to be obviously abnormal and there is no legitimate reason or legitimate source of information. , It should be recognized as a person who illegally obtained inside information.

(3) Determination of obvious abnormality in related transaction behavior. The identification is based on three typical characteristics: One is the degree of time coincidence. That is to grasp the degree of consistency between the behavior time and the time when the inside information was formed, changed, and disclosed. The time to be compared mainly includes the following three categories: the time when the actor opens an account, cancels an account, activates a fund account or designated transaction (custodial), cancels a designated transaction (transferred to custody); the time of capital change; the purchase or sale of related securities and futures contracts Time out. The second is the degree of transaction divergence. That is to grasp the degree of deviation between the transaction behavior and the normal transaction. Normal trading is mainly reflected in the following two points: trading behaviors based on usual trading habits; trading behaviors that should be taken based on public information on securities and futures. The third is the degree of interest relevance. That is, whether the funds in and out of account transactions are related to or have a stake in the insider or illegally obtained insider information.

(4) Regarding the determination of not engaging in insider trading. In order to protect the defendant’s right of defense and prevent the crimes of insider trading and leaking inside information from being inappropriately expanded, the "Inside Trading Interpretation" draws on the practices of mature capital market countries and regions, and adopts the method of enumerating expressions and subscribing to stipulate that it does not belong to Circumstances for engaging in securities and futures transactions related to inside information: First, natural persons, legal persons, or other organizations that hold or jointly hold more than 5% of the shares of a listed company through agreements or other arrangements with others, purchase shares of the listed company. The second paragraph of Article 76 of the Securities Law has clearly defined this type of behavior as an exception to the prohibition of engaging in insider trading; the second is to engage in relevant securities and futures transactions in accordance with written contracts, instructions, and plans concluded in advance; the third is that the basis has been The transaction is based on information disclosed by others; fourth, the transaction has other legitimate reasons or legitimate sources of information.

(5) Determination of the sensitive period of inside information. Article 5, Paragraph 1 of the "Inside Trading Interpretation" stipulates that the sensitive period of insider information refers to the period from the formation of insider information to the disclosure of insider information. In view of the complicated determination of the formation time of inside information, the "Inside Trading Interpretation" distinguishes the determination of the formation time of inside information between general circumstances and special circumstances. Under normal circumstances, the time when the inside information is formed corresponds to the "major events", "plans" and "plans" that may have a significant impact on the stock price of listed companies as stipulated in the second paragraph of Article 67 and Article 75 of the Securities Law. And the formation time of the “policies” and “decisions” stipulated in Article 85, Paragraph 11 of the Regulations on the Administration of Futures Trading is consistent; under special circumstances, it depends on the main basis of the transaction subject’s judgment on the market’s expectations. The motion, planning, decision-making or executive personnel formed by inside information have a high degree of confidence in the market impact of their actions, and such personnel are often involved in “major events”, “plans”, “programs”, and “policies”. "" and "Decision" were engaged in related securities and futures transactions before the formation time, so the initial time of its motion, planning, decision-making or execution should be regarded as the time of formation of inside information.

(6) The determination of the crime of insider trading and divulging inside information with serious and particularly serious circumstances. The "Interpretation of Insider Trading" stipulates the criteria for determining the seriousness of the crime of insider trading and the crime of divulging insider information from the two aspects of the amount of crime and the circumstances of the crime. Article 6 of the "Inside Trading Interpretation" stipulates that the circumstances are serious if one of the following circumstances exists: 1. The turnover of securities transactions is more than 500,000 yuan; 2. The amount of margin occupied by futures transactions is more than 300,000 yuan; 3. The amount of profit or avoided loss is more than 150,000 yuan; 4. Insider trading or disclosure of inside information more than three times; 5. Other serious circumstances. Article 7 of the "Inside Trading Interpretation" stipulates the criteria for determining the circumstances that are particularly serious. The "Inside Trading Interpretation" standard for determining serious circumstances is consistent with the relevant prosecution standards jointly issued by the Supreme People’s Procuratorate and the Ministry of Public Security. The ratio of the serious and particularly serious crimes of insider trading and leaking inside information is determined to be 1:5.

(7) Standards for conviction and punishment for unit crimes. As far as this crime is concerned, the Criminal Law stipulates a separate statutory penalty for unit crimes. Even if the sentencing standards for unit crimes and individual crimes are not distinguished, a balance of sentencing between the two can be achieved. Therefore, the "Interpretation of Insider Trading" does not distinguish between unit entities and natural persons in terms of conviction and sentencing standards.

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