The object of this crime is the normal management order of the securities and futures market and the legitimate interests of securities and futures investors. The application of securities and futures market objectively needs a fair and efficient management order. Only in this way can the securities and futures market develop healthily. As one of the contents of the securities and futures management system, the securities and futures information security system is established according to this principle. In the securities and futures markets, all investors have equal rights to important information. Before this important information is made public, the person (insider) who knows this kind of inside information shall not use this information to make profits or avoid losses for himself and other individuals; Otherwise, it will put other securities and futures investors in a very unfair position. Insider information trading violates this principle of securities and futures market, violates the prohibition of securities issuance and securities and futures trading in national laws and regulations, and at the same time, insider trading also infringes on the legitimate rights and interests of securities and futures investors. The rights of securities and futures investors are quite extensive, including the right to know, the right to participate equally, the right to trade freely and the right to return on investment. One of the core spirits of the securities and futures management system is to ensure that companies or units that sell securities continue to provide accurate information to investors and help investors make investment decisions. The economic interests of investors are often affected by the speed and quantity of information they obtain. It can be seen that the investor's "right to know" is particularly important and is the premise and foundation for the existence of other legal rights. In the case of insider trading, investors have unfair access to information and unfair investment opportunities. Non-insider trading investors are at a disadvantage and their legitimate rights and interests are seriously violated. Acts that fundamentally undermine the principles of openness, fairness and justice in the securities and futures markets.

Therefore, in most cases, this crime violates the double object. Of course, among these two objects, the normal management order of the securities and futures market plays a decisive role, so it is the main object. It is based on this definition that this crime can be included in the category of the crime of undermining the order of socialist market economy.

This crime was committed by using inside information. According to Article 69 of the Securities Law, the so-called inside information refers to the undisclosed information that involves the company's operation and finance or has a significant impact on the company's securities market price.

Insider information content

1, major changes in the company's business policy and business scope;

2, the company's major investment behavior and major decisions to buy real estate;

3. The conclusion of an important contract by the company may have an important impact on the company's assets, liabilities, rights and interests and operating results;

4. The company has major debts and fails to pay off the due major debts;

5. The company suffers serious losses or the serious losses exceed10% of its net assets;

6. Significant changes have taken place in the external conditions of the company's production and operation;

7. The chairman of the board of directors, more than one third of the directors or managers of the company have changed;

8. Significant changes have taken place in the equity of shareholders who hold more than 5% of the company's shares;

9. Deciding on capital reduction, merger, division, dissolution and filing for bankruptcy of the Company;

10. In major litigation involving the company, the court revoked the resolutions of the shareholders' meeting and the board of directors according to law;

1 1, other matters stipulated by laws and administrative regulations;

L2。 The company's plan for distributing dividends or increasing capital;

13, major changes in the company's shareholding structure;

14, major changes in the company's debt guarantee;

15. The mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time;

16. The behavior of the company's directors, supervisors, managers, deputy managers or other senior managers may cause significant damage according to law;

17, related plans for the acquisition of listed companies;

18, other important information that has a significant impact on the securities trading price as determined by the the State Council securities regulatory authority.

Insider information does not include the prediction and analysis of the securities market by using public information and materials.

Insider information has two characteristics.

meaning

The so-called importance should be determined according to the following points: after this neglected fact is made public, it is likely that rational investors will regard it as changing the nature of the information they have, so these facts are also important. Such as the issuer's major debts, the issuer's assets suffered heavy losses, etc. , are inside information. Once known, investors must carefully consider, re-evaluate the value of enterprises and companies that issue securities, and decide the new investment direction of funds. Generally speaking, insider information is classified as "confidential", and its importance lies in that once it is made public, it may affect the prices of relevant stocks and bonds in the securities market.

Nonpublicity

That is, these important information and materials have not been made public, widely known by investors and used in securities trading. Generally speaking, if the stock price fluctuates under the influence of the relevant information announcement, but tends to be stable soon, the stable time can be considered as the time when the information has been made public. The essence of insider trading is to seize the time difference before and after the disclosure of insider information for profit, so it is very important to define the time when insider information has been made public, because it is related to the determination of the crime time of insider trading. If the insider information used in the trading process is the only reason for the stock price fluctuation after the news is made public, the time from the time when the news is made public to the time when the market digests and analyzes the news, thus causing the stock price change, shall be regarded as the news is not made public. Before this time, using inside information to buy and sell securities should constitute insider trading. Objectively, this crime shows that the actor violates the relevant laws and regulations, uses the inside information he knows to buy and sell securities and futures before the securities issuance, securities and futures trading or other information that has a significant impact on the price of securities and futures trading is officially made public, or advises others to use the inside information to buy and sell securities and futures, or leaks inside information, and the circumstances are serious. Specifically, it includes the following four behaviors.

Use information for profit.

1. Insider uses inside information to buy and sell securities and futures or advises others to buy and sell securities and futures according to inside information;

Inform others of profit information

2. The insider divulges insider information to others, so that others can use the information for insider trading;

Non-insiders steal information.

3. Non-insiders obtain insider information through improper means or other means, and buy or sell securities and futures according to this information or advise others to buy or sell securities and futures;

Other behaviors

4. Other insider trading behaviors. In short, the objective characteristics of this crime are as follows:

1. Actors use inside information to directly participate in securities and futures trading, that is, before the issuance of securities, securities and futures trading or other information that has a significant impact on the price of securities and futures trading is officially made public, I use the inside information obtained by my special position to grasp favorable conditions and opportunities to buy and sell securities and futures, so as to make myself profitable or reduce losses.

2. The actor intentionally divulges inside information, that is, the actor intentionally divulges the inside information he knows before the issuance of securities, securities and futures trading or other information that has a significant impact on the price of securities and futures trading is officially made public, which mainly means that the actor discloses or provides it to a third party unrelated to the company in an express or implied way. The "publicity" here refers to the disclosure of confidential information and making it into the public domain. There are two specific forms: (1) informing people who should not or have no right to know information, that is, expanding the scope of information disclosure. This is the leakage of information in space; (2) Decryption before the confidentiality period expires, that is to say, information is released in advance. This is the information leakage in the time stage. Of course, the above two kinds of information leakage are synchronous, that is, the information leakage in space, that is, the information leakage in time stage is for the secret taker; Or vice versa, Dallas goes to the audience. In addition, for the act of leaking inside information, the leaker himself may not directly participate in securities and futures trading, but indirectly participate in securities and futures trading by providing others with inside information of the company. Compared with the direct trading of securities and futures in the first case, the losses caused by the disclosure of inside information to the securities and futures trading market, investors and related companies are often more serious. Generally speaking, because there are few insiders and limited financial resources, the number of buying and selling securities and futures will not be too large, and the disclosure of inside information may spread widely and even cause the participation of external consortia, resulting in quite serious consequences. The subject of this crime is a specific subject, that is, the person who knows inside information, that is, the insider. Insider refers to the insider who knows the inside information of securities and futures trading or the person who illegally obtains the inside information of securities and futures trading. According to the third paragraph of this article and the provisions of Article 68 of the Securities Law, insiders refer to those who have access to or obtain inside information because they hold the issuer's securities, or are directors, supervisors or senior managers of the issuer or a company closely related to the issuer, or because of their membership, management, supervision and professional status, or because they perform the duties of employees or professional consultants, including:

1. Directors, supervisors, managers, deputy managers and relevant senior managers of companies that issue stocks or corporate bonds;

2. Shareholders holding more than 5% of the company's shares;

3. Senior management personnel of the holding company of the issuing company;

4. Persons who can obtain the company's securities trading information because of their positions in the company;

5. Staff of securities regulatory agencies and other personnel who manage securities trading due to their statutory duties;

6. Relevant personnel of social intermediary institutions, securities registration and settlement institutions and securities trading service institutions who participate in securities trading due to their statutory duties;

7. Other personnel specified by the State Council Securities Regulatory Authority can only constitute the intention of this crime subjectively. Including direct intention and indirect intention. Negligence does not constitute this crime. The intentional content of the actor, that is, the psychological attitude of the actor who knows that insider trading by himself or others will infringe on the legitimate rights and interests of other investors and disrupt the management order of the securities and futures market, but hopes or lets this result happen.

Negligence does not constitute this crime. The negligent actor is not malicious subjectively, and does not aim at making illegal profits or avoiding losses. Objectively speaking, their behavior of using inside information for securities and futures trading can only be due to negligence, failure to fulfill due diligence obligations, and misunderstanding that the information has been made public. However, for this kind of negligent behavior, administrative punishment should also be imposed.

In the following two cases, it can be concluded that the actor did not intend to.

(1) The person who was informed of inside information has no reason to know, or it is impossible to know that the person who informed himself violated his credit obligation.

(2) From the transaction activities of the actor, it can be reasonably inferred that he thinks that the information does not extend to inside information.