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The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth
The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth
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The Case of "Investor Protection · Clear Rules and Knowledge of Risks" —— Nothing can be generalized with rhetoric and rational analysis in order to get the truth

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Insider trading prevention and control

Insider trading prevention and control

  • Categories:Fairness
  • Author:
  • Origin:
  • Time of issue:2017-05-15 14:35
  • Views:

(Summary description)

Insider trading prevention and control

(Summary description)

  • Categories:Fairness
  • Author:
  • Origin:
  • Time of issue:2017-05-15 14:35
  • Views:
Information
6.2.1 What is insider trading? What negative effects does insider trading have on the capital market?
 Insider trading is a typical type of securities fraud, which refers to people who know the insider information of securities transactions or people who illegally obtain insider information about securities transactions. Significant influence on the purchase or sale of related securities, or the disclosure of this information, or the suggestion of others to buy or sell related securities.
 Articles 73 to 76 of the "Securities Law" stipulate that insiders of insider information of securities transactions and persons who illegally obtain inside information shall not use insider information to engage in securities trading activities, and have knowledge of insider information, the scope of insider information, and insider trading The legal responsibilities are detailed. In addition, Article 180 of the Criminal Law and the Supplementary Provisions on Prosecution Standards for Economic Cases provide for criminal liability for insider trading.
 Insider trading has seriously violated laws and regulations, and has harmed the legitimate rights and interests of investors and listed companies. Considering the negative impact on the capital market, it generally exacerbates the information asymmetry in the transaction process and undermines the "fairness" principle of the capital market. If it is allowed to flood, it will be enough to destroy the capital market of a country. The real economy has severely negative effects.
 【risk warning】
 In order to achieve profit or hedging purposes, insider trading actors use their special status or opportunities to obtain inside information for securities transactions, which violates the principle of "openness, fairness, and justice" in the securities market, and violates the right to equal knowledge and property of the investing public. rights and interests. At the same time, insider trading has lost the timeliness and objectivity of the formation of securities prices and indexes. It has made securities prices and indexes a result of speculation by a small number of people using inside information, rather than the result of a comprehensive evaluation of the company's performance by the investing public. The operation order of the securities market and even the entire financial market will eventually make the securities market lose its role of optimizing resource allocation and serving as a barometer of the national economy. Insider trading is explicitly prohibited by law in every country in the world.
 
6.2.2 What is inside information? Where does the inside information of listed companies mainly come from?
 The so-called inside information mainly refers to information that has not been disclosed in securities trading activities that involve the company's operations, finances, or have a significant impact on the market price of the company's securities. Not yet disclosed refers to matters that the board of directors of a listed company have not formally made public on the information publications or websites designated by the CSRC. This information has varying degrees of influence on the trading prices of listed company stocks and their derivatives, and is sensitive information for securities trading. Articles 67 and 75 of the Securities Law stipulate the scope of major events and inside information.
 For listed companies, the main forms of inside information include: the time of occurrence of the "significant events" listed in Article 67, paragraph 2 of the Securities Law, the "plans", "programs" and "futures" specified in Article 75 The formation time of “policies”, “decisions”, etc. stipulated in Article 85, Article 11 of the Transaction Management Regulations shall be deemed as the time when the inside information is formed. In addition, the initial time of a motion, planning, decision-making or execution person who influences the formation of inside information shall be deemed as the time when the inside information is formed.
 【risk warning】
 The insider information of a listed company covers a wide range, and it is very important to control the spread of insider information. At the same time, the insider registration and confidentiality of the insider information are the tasks that the board secretary of a listed company needs to be specifically responsible and focused on.
 
6.2.3 What are the types of insider trading behaviors? What are the types of insider trading entities?
 Insider trading activities mainly include: 1. Insiders who use inside information to buy or sell securities, or advise others to buy or sell securities based on inside information; 2. Insiders who leak inside information to others to make a profit; 3. Non-insider information Insiders obtained inside information through improper means or other channels, and bought or sold securities accordingly or advised others to buy or sell securities.
 The insider trading subject mainly includes insiders who know inside information and people who illegally obtain inside information.
 【risk warning】
 Insider trading behavior is characterized by diversified methods and strong concealment, and the identification standards are very complicated.
 
6.2.4 What is the scope of insiders with inside information?
 According to Article 1 of the "Interpretation on the Specific Application of Cases of Insider Trading and Leaked Inside Information" issued jointly by the Supreme People's Court and the Supreme People's Procuratorate: The following persons shall be identified as the first paragraph of Article 180 of the Criminal Law Insiders of "information on securities and futures trading" include the following:
(1) the personnel specified in Article 74 of the Securities Law;
(2) The personnel specified in Article 85, Item 12 of the Regulations on the Administration of Futures Trading.
  【risk warning】
 According to relevant laws and regulations, the scope of insiders of inside information has been relatively clear. The secretary of the board of directors of the company needs to strengthen the registration and management of insiders of the company's inside information in daily work, and establish and improve relevant systems and systems. Training on transaction-related laws and regulations.
 
6.2.5 What is the scope of persons who illegally obtain inside information?
 According to Article 2 of the Interpretation on the Specific Application of Cases of Insider Trading and Leaked Inside Information, issued jointly by the Supreme People's Court and the Supreme People's Procuratorate, the following three categories of personnel were identified as those who obtained inside information illegally:
1. Persons who obtain inside information by means of stealing, deceiving, arbitrage, eavesdropping, seducing, spying or private transactions;
2. Have special identities, that is, close relatives of people with inside information or other people who are closely related to them;
3. Persons who have contacted or contacted inside information-informed persons during the sensitive period of inside information.
  For the latter two types of persons, as long as they engage in or expressly, 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 behaviors are deemed obvious anomalies and there is no valid reason Or if the source of the information is legitimate, it should be identified as a person who illegally obtained inside information.
 
6.2.6 How to understand "Sensitive Period of Inside Information"?
 According to Article 5 of the Interpretation on the Specific Application of Cases of Insider Trading and Cases of Leaking Inside Information, the "inside information sensitive period" refers to the period from the formation of inside information to its disclosure. among them:
 The time of occurrence of the "significant event" listed in Article 67 (2) of the Securities Law, the "plan", "plan" provided in Article 75, and the "policy" provided in Article 82 (11) of the "Futures Trading Management Regulations" "," Decision ", etc. should be considered as the time when the inside information was formed.
 The initial time of the motion, planning, decision-making or execution personnel affecting the formation of inside information shall be deemed as the time when the inside information is formed.
 The disclosure of inside information refers to the disclosure of inside information in media such as newspapers, periodicals, and websites designated by the securities and futures regulatory authority of the State Council.
 
6.2.7 What are the criteria for identifying insider trading and leakage of insider information when the circumstances are serious and particularly serious?
 According to Articles 6 and 7 of the "Interpretation on the Specific Application of Cases of Insider Trading and Disclosure of Inside Information", the "serious circumstances" and "special circumstances" of the crime of insider trading and leakage of inside information stipulated in Article 180 of the Criminal Law "Severe" were identified, of which:
 The following situations are "serious": 1. The transaction volume of the securities transaction is more than 500,000 yuan; 2. The security deposit amount of the futures transaction is more than 300,000 yuan; 3. The profit or avoidance loss is 150,000 yuan The above; 4, three or more times; 5. Other serious circumstances.
 "The plot is particularly serious" means that the turnover or amount of the above three items are multiplied by 5, respectively, plus the pocket money "has other plots of special severity".
 【risk warning】
 Generally speaking, the boundary between inside information and gossip is blurred. The key is whether the information is clear, sensitive, and significant enough to be "information sufficient to affect investment judgment."
 
6.2.9 How do listed companies do a good job of preventing and controlling insider trading?
(1) Full understanding
Listed companies should grasp the regulatory situation, pay careful attention to the policies and regulations issued by the regulatory agencies, interpret them in a timely manner, and communicate the spirit of the policy to every employee of the company, including directors, supervisors, and senior management, to avoid "understanding" misunderstandings and allow employees to Understand the responsibilities and obligations of a listed company, cultivate its awareness of confidentiality, and establish a good sense of professional ethics.
  (2) The system must be sound
According to the requirements of regulatory agencies, listed companies should formulate relevant systems such as the "Information Disclosure Management System", "Major Information Internal Reporting System", "Inside Information Insider Registration Regulations", "External Information User Management Regulations", etc. Clearly specify the company's inside information, the scope of inside information insiders, registration and filing, confidentiality and punishment, establish personnel files, further improve the company's internal control system and information disclosure management system, and implement regulatory requirements.
  (3) Grasp the key links and timing
Listed companies should improve the decision-making procedures involving major issues of listed companies, and grasp the key links and key points in the planning, review, approval, and release of important matters. Research and demonstration involving major issues of listed companies should, in principle, be carried out after the suspension of the relevant company's securities or non-trading hours. Relevant units should, in principle, use information that has been publicly released by listed companies when performing their administrative management responsibilities. Without a clear legal and regulatory basis, they must not require listed companies to provide inside information.
  (4) Manage key positions and personnel
Listed companies are required to strictly control the scope of insiders when inside information occurs, according to the formulated "Inside Information Insider Registration Regulations" and "External Information User Management Regulations" and other systems. Or after the relevant meeting is held, the insider's information registration is performed, and the confidentiality obligation is reminded, and the insider is required to sign a confidentiality agreement. While conducting internal registration, it attaches importance to controlling the insider range of inside information and the extent to which the insider is aware of the information range, and proactively prompts them when contacting relevant external agencies, asking them to abide by their obligations of confidentiality. At the same time, take necessary reminders and precautions to avoid the expansion of insider information and the leakage of information.
  (5) Actively cooperate with exchanges and regulatory agencies
1. Timely verification
2. Accurate disclosure
3. Strictly control risks
4, cooperate with the investigation
  【risk warning】
 "Mishandling", "I don't understand the relevant rules", "Entrusting others to manage the account" and "Ignorance" of transaction matters are not enough to constitute a ground for exemption from engaging in illegal transactions. It is necessary to strengthen the study and enforcement of rules, focusing on prevention in advance.

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