1. The elements of insider trading behavior are as follows:

(1) The objective elements infringe on the normal management order of the securities and futures market and the legitimate interests of securities and futures investors;

(2) objective requirements, which show that the actor violates relevant laws and regulations, uses inside information to buy and sell securities and futures, or leaks inside information, and the circumstances are serious;

(3) Subjective elements can only be intentionally constituted. Including direct intention and indirect intention. Negligence does not constitute this crime;

(4) Subject elements, the subject is a specific subject, that is, the person who knows inside information, that is, the insider.

2. Legal basis: Article 73 of People's Republic of China (PRC) Securities Law.

In the case of acquisition by agreement, if the purchaser purchases or accepts 30% of the issued voting shares of a listed company with others through agreement or other arrangements, and continues to purchase, it shall issue an offer to all shareholders of the listed company to purchase all or part of the shares of the listed company according to law. However, in accordance with the provisions of the the State Council Securities Regulatory Authority, the offer is exempted.

A purchaser who offers to purchase shares of a listed company in accordance with the provisions of the preceding paragraph shall abide by the provisions of the second paragraph of Article 65 and Articles 66 to 70 of this Law.

Second, how to punish the illegal behavior of insider trading.

1, ordered to deal with illegally held securities according to law;

2. Confiscation of illegal income;

3. impose a fine;

4. Warning.