What Is Insider Information?

The so-called inside information refers to information that has not been disclosed in securities trading activities that involves the company's operations, finances, or has a significant impact on the market price of the company's securities. ^[1]

Inside information

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The so-called inside information refers to information that has not been disclosed in securities trading activities that involves the company's operations, finances, or has a significant impact on the market price of the company's securities. ^[1]

Article 73 (1 ) Insiders of insider information of securities transactions and persons who illegally obtain insider information are prohibited from using insider information to engage in securities trading activities.

Article 74 : Insiders of insider information of securities transactions include:

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

(2) shareholders who hold more than 5% of the company's shares and their directors, supervisors and senior management personnel; the actual controller of the company and its directors, supervisors and senior management personnel;

(3) the company controlled by the issuer and its directors, supervisors and senior management personnel;

(4) Persons who can obtain the company's relevant inside information due to the position of the company;

(Fives)

1. The securities issuer concludes an important contract that may have a significant impact on one or more of the company's assets, liabilities, equity and operating results;

2. Significant changes in the business policy or scope of securities issuance;

3. The securities issuer has a major investment or purchase of a large amount of long-term assets;

4. The securities issuer incurred major debts;

5. Defaults of securities issuers failing to repay due debts;

6. The securities issuer incurred major operating or non-operating losses;

7. The securities issuer's assets suffered significant losses;

8. Significant changes have occurred in the production and operating environment of the securities issuer;

9. Changes in national policies that may have a significant impact on securities market prices;

10. The chairman, more than 1/3 of the directors or the general manager of the securities issue have changed;

11. The fact that shareholders who hold more than 5% of ordinary shares issued by securities issuers, the increase or decrease in the number of shares held by the issuer reaches more than 2% of the total outstanding shares of such shares;

12. Dividends and dividends issued by securities issuers, and plans for capital expansion;

13. Involving issuers

People's Daily Online, Beijing, November 4, 2011 (Reporter Zhang Bin) To regulate the behavior of state-owned shareholders of listed companies, the SASAC recently announced the "Notice on Strengthening the Management of Inside Information Management of State-owned Shareholders of Listed Companies." The "Notice" clearly stipulates: confirm the responsible institutions for the inside information of listed state-owned enterprises and establish a regulatory system to regulate the requirements for information disclosure and confidentiality for future reference ^[2] .

The "Notice" clarified the main bodies responsible for the management of inside information: one is the state-owned shareholders who directly hold the shares, and the other is the actual controller of the listed company. In order to implement the responsibility of state-owned shareholders and ensure that the inside information management work is in place, the "Notice" requires state-owned shareholders and actual controllers of listed companies to establish inside information management systems that are consistent with their own management and operational characteristics, and clearly specify the responsible agencies and personnel.

The "Notice" pointed out that the process of restructuring or other major matters of state-controlled listed companies is relatively complicated and involves many policy issues. It must comply with relevant policies such as state-owned assets supervision, finance, taxation, industry and commerce, as well as information disclosure and other profitable wealth and securities regulations. The "Notice" stipulates that after the state-owned shareholders and actual controllers of listed companies make decisions on related matters involving inside information, they should promptly notify the listed company in writing in accordance with relevant regulations and disclose them in accordance with the law. For the confidentiality of inside information: state-owned shareholders of listed companies, When the actual controller reports and communicates with relevant government departments and regulatory agencies on related matters involving inside information, he shall inform him of his duty of confidentiality and keep records of the situation for future reference. The "Notice" believes that it can not only ensure the normal communication between state-owned shareholders and government departments and regulatory agencies, but also serve as a warning and restraint to relevant personnel of the trust network through measures such as notification and recording.

The "Notice" emphasized the registration of insiders, and called for the establishment and implementation of an insider registration system as soon as possible. A few days ago, the CSRC has released the relevant system for insider registration of inside information according to the "Opinions". In order to implement the requirements of the Opinions, clarify shareholders' obligations, and connect with relevant securities regulatory systems to effectively prevent and control insider trading, the Notice clearly requires state-owned shareholders to support and cooperate with listed companies to implement insider registration of insiders, and The insider's registration procedure for inside information held by the actual controller and not yet known to the listed company has stipulated.

The "Notice" also clearly requires state-owned shareholders and actual controllers to establish a system and clarify their institutions while conducting a comprehensive self-examination of their inside information management to strictly prevent hidden dangers such as leakage of inside information.