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“Two High” Revises Judicial Interpretation to Strengthen Punishment of Insider Trading and Crimes of Leaking Insider Information

Zhitongcaijing·07/24/2026 07:41:04

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The Zhitong Finance App learned that on July 24, the Supreme People's Court and the Supreme People's Procuratorate jointly issued the “Decision on Amending the 'Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information'”, which will take effect from July 27, 2026. The “Amendment Decision” insists on strictly punishing the crime of insider trading and leaking insider information in accordance with the law, helps establish the rule of law in the capital market, actively creates an open, fair and just market environment, and effectively protects the legitimate rights and interests of investors.

The first is to further clarify the stricter legal responsibilities of key actors. A new paragraph was added to section 5 of the “Explanation” stipulating that “the time when the controlling shareholder, actual controller, or relevant decision maker discloses to closely related persons the initial intention to form insider information, or the time when the relevant transaction is carried out in accordance with that preliminary intention shall be regarded as the initial time for the motion.” Make clear and specific regulations on the sensitive period of insider information involving entities that play a key role in generating insider information, prevent them from using time differences to carry out insider trading or divulge insider information, further highlight the key points of punishment, and strengthen source management.

The second is to further improve the reasons that prevent insider trading. The relevant provisions of Article 4 of the “Explanation” were amended to emphasize that acquisitions by listed companies must meet the purpose of the acquisition, prevent the acquirers of listed companies from using “hidden positions” to engage in insider trading; emphasize that the planned transactions must be real and legal to prevent perpetrators from using false or illegal contracts, instructions, or plans to evade legal sanctions; clarify the openness of “disclosure” in section 3 of this section, fairly protect the legitimate rights and interests of all types of investors, insist on strictly grasping the defense grounds that do not constitute insider trading, and continue to tighten the legal network.

The third is to ensure that the regulatory system is consistent. The names, provisions and related content of the laws referred to in Sections 1 and 5 of the Interpretation are consistent with the relevant provisions of the newly revised Securities Law and the newly introduced Futures and Derivatives Law. Amend Articles 6 and 7 of the “Interpretation” to maintain coordination with the filing and prosecution standards stipulated in the Supreme People's Procuratorate and the Ministry of Public Security's “Provisions on Criminal Case Filing and Prosecution Standards (2)” of April 6, 2022, to promote reasonable criminal links and the establishment of an integrated accountability system.

The original text is as follows:

“Two High Schools” issued the “Decision on Amending the 'Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information'”

Punish the crime of insider trading and disclosure of insider information according to law

Strengthen the rule of law in the capital market and protect the legitimate rights and interests of investors

On July 24, 2026, the Supreme People's Court and the Supreme People's Procuratorate jointly issued the “Decision on Amending the 'Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information'” (Legal Interpretation (2026) No. 13, hereinafter referred to as the “Amendment Decision”). The “Amendment Decision” was passed by the 1961st session of the Supreme People's Court Judicial Committee and the 75th session of the 14th Supreme People's Procuratorate Committee, and will take effect on July 27, 2026.

The “Explanation on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information” (hereinafter referred to as the “Explanation”) has played a positive role in punishing crimes of insider trading and disclosure of insider information since it came into effect on June 1, 2012. In recent years, there have been new situations and changes in insider trading and crimes involving the disclosure of insider information. Relevant laws in the field of securities and futures have also been amended. In order to ensure accurate, uniform and effective implementation of the law, and to punish related crimes more accurately and forcefully, the Supreme People's Court and the Supreme People's Procuratorate have thoroughly investigated and studied, widely solicited opinions, repeated arguments and improvements, and formulated the “Amendment Decision”.

The “Amendment Decision” adheres to Xi Jinping's ideology of socialism with Chinese characteristics in the new era, thoroughly implements the spirit of the 20th National Congress and the 20th Plenary Session of the Party, insists on severely punishing crimes of insider trading and disclosure of insider information in accordance with the law, helps establish the rule of law in the capital market, actively creates an open, fair and just market environment, and effectively protects the legitimate rights and interests of investors.

In the next step, the Supreme People's Court and the Supreme People's Procuratorate will guide local people's courts and people's procuratorates to thoroughly implement Xi Jinping's economic ideology and Xi Jinping's idea of the rule of law, accurately understand and apply the “Revised Decision”, severely punish crimes of insider trading and disclosure of insider information in accordance with the law, and provide stronger judicial guarantees for the steady operation of the capital market.

The “Decision of the Supreme People's Court and the Supreme People's Procuratorate to Amend the 'Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information'” was passed by the Supreme People's Court Judicial Committee at its 1961st session on December 13, 2025, and the 75th session of the 14th Supreme People's Procuratorate Committee on April 17, 2026. It is now being announced and will take effect from July 27, 2026.

Supreme People's Court Supreme People's Procuratorate

July 24, 2026

Law Explanation [2026] No. 13

Supreme People's Court Supreme People's Procuratorate

Decision on amending the “Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information”

(Adopted by the 1961st session of the Supreme People's Court Judicial Committee on December 13, 2025, and the 75th session of the 14th Supreme People's Procuratorate Committee on April 17, 2026, and will take effect from July 27, 2026)

Based on judicial practice, it has now been decided to make the following amendments to the “Interpretation of the Supreme People's Court and Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information” (Law Interpretation (2012) No. 6):

1. Amend Article 1 (1) to read: “A person familiar with insider information as stipulated in Section 51 of the Securities Law.” Amend Section 1 (2) to read: “A person familiar with insider information on futures trading as stipulated in Section 15 of the Futures and Derivatives Law.”

2. Amend Article 4 to read: “Any of the following circumstances does not qualify as engaging in securities or futures transactions relating to insider information as stipulated in Article 180 (1) of the Criminal Law:

“(1) Where a natural person, legal person, or unincorporated organization that holds or shares more than 5% of the shares of a listed company with others through an agreement or other arrangement acquires shares of the listed company, except where the transaction clearly does not meet the purpose of the acquisition and there is no justifiable reason;

“(2) Engaging in relevant securities or futures transactions in accordance with written contracts, instructions, or plans with clear trading methods, quantity, price, time, etc. made before insider information is formed or before insider information is known or obtained, and the relevant contracts, instructions, or plans comply with the provisions of the law;

“(3) Transactions based on information that has been publicly disclosed by others;

“(4) Where the transaction has other valid reasons or proper sources of information.”

3. Amend section 5 (2) to read: “The time of occurrence of the 'major event' listed in section 80 (2) and section 81 (2) of the Securities Law, and the time of formation of 'policies', '' decisions', etc. as stipulated in section 14 (2) of the Futures and Derivatives Law shall be deemed to be the time when insider information is formed.”

A new subsection, section 4, was added after paragraph 3: “The time when the controlling shareholder, actual controller, or relevant decision maker disclosed to closely related persons the initial intention to form insider information, or the time when the relevant transaction was carried out based on that initial intention shall be regarded as the initial time for the motion.”

Amend paragraph 4 to read paragraph 5.

4. Amend Article 6 to read: “If someone engages in securities or futures transactions relating to that insider information during the sensitive period, or by implying that another person engages in securities or futures transactions relating to that insider information, in any of the following circumstances, it shall be deemed 'the circumstances are serious' as stipulated in Article 180 (1) of the Criminal Law:

“(1) Securities transactions with a turnover of 2 million yuan or more;

“(2) Futures transactions take up more than one million yuan of security deposit;

“(3) Profiting or avoiding losses amounting to 500,000 yuan or more;

“(4) Engaging in insider trading or disclosing insider information more than three times within two years;

“(5) Explicitly or implying that three or more people are engaged in securities or futures transactions relating to insider information;

“(6) Having other serious circumstances.

“Where a securities transaction has a turnover of 1 million yuan or more, or a futures transaction takes up more than 500,000 yuan of security deposit, or the amount of profit or avoidance of loss is 250,000 yuan or more, and one of the following circumstances has any of the following circumstances, it shall be deemed 'the circumstances are serious' as stipulated in Article 180 (1) of the Criminal Law:

“(1) Insider information as stipulated in the Securities Law, Futures and Derivatives Act carries out an act of insider trading with others;

“(2) Explicitly or implying that another person engages in transactions relating to such insider information by selling or disguising the sale of insider information;

“(3) Those who have been criminally prosecuted for criminal acts involving securities or futures;

“(4) Those who have been administratively punished for securities or futures offenses within two years;

“(5) Causing other serious consequences.”

5. Amend Article 7 to read: “If someone engages in securities or futures transactions relating to that insider information during the sensitive period, or by implying that another person engages in securities or futures transactions relating to that insider information, in any of the following circumstances, it shall be deemed 'the circumstances are particularly serious' as stipulated in Article 180 (1) of the Criminal Law:

“(1) Securities transactions with a turnover of 20 million yuan or more;

“(2) Futures transactions take up more than 10 million yuan of security deposit;

“(3) Profiting or avoiding losses amounting to 5 million yuan or more;

“(4) Having other particularly serious circumstances.”

6. After Article 4 is adjusted to Article 9, and after Article 5 is adjusted to Article 7, the relevant provisions are renumbered accordingly.

This decision will take effect on July 27, 2026.

According to this decision, the “Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Certain Issues Concerning the Specific Application of the Law in Criminal Cases of Handling Insider Trading and Disclosure of Insider Information” was revised accordingly and then re-published.

Supreme People's Court Supreme People's Procuratorate

Explanation of certain issues relating to the specific application of the law in criminal cases involving handling insider trading and disclosure of insider information

(Adopted by the 1529th session of the Supreme People's Court Judicial Committee on October 31, 2011, and the 72nd session of the 11th Procuratorate Committee of the Supreme People's Procuratorate on February 27, 2012; according to the “Supreme People's Court and Supreme People's Procuratorate's Criminal Cases on Handling Insider Trading and Disclosure of Insider Information” adopted by the 1961st session of the Supreme People's Court Judicial Committee on December 13, 2025 and the 14th Supreme People's Procuratorate Procuratorate on April 17, 2026 (Amendment to the Decision “Interpretation of Certain Issues Concerning the Specific Application of the Law”, which will take effect from July 27, 2026)

In order to maintain the management order of the securities and futures markets and punish securities and futures crimes according to law, according to the relevant provisions of the Criminal Law, some issues relating to the specific application of the law in criminal cases involving handling insider trading and disclosure of insider information are explained as follows:

Article 1 The following persons shall be recognized as “persons familiar with insider information on securities and futures transactions” as stipulated in Article 180 (1) of the Criminal Law:

(1) People familiar with insider information as stipulated in section 51 of the Securities Law;

(2) A person familiar with insider information on futures trading as stipulated in section 15 of the Futures and Derivatives Law.

Article 2: A person who has committed the following acts shall be recognized as a “person who illegally obtains insider information on securities or futures transactions” as stipulated in Article 180 (1) of the Criminal Law:

(1) Using methods such as stealing, deception, extortion, eavesdropping, inducement, espionage, or private transactions to obtain insider information;

(2) A close relative of a person familiar with the insider information or other person closely related to the person familiar with the insider information engaged in or implied that another person was involved in securities or futures trading related to the insider information during the sensitive period of the insider information, or the disclosure of insider information caused others to engage in securities or futures trading related to that insider information. The relevant trading behavior was clearly abnormal, and there was no proper reason or proper source of information;

(3) During the sensitive period of insider information, contacting, or explicitly implying that others are involved, or disclosing insider information causes others to engage in securities or futures trading related to that insider information. The relevant trading behavior is clearly abnormal, and there is no justifiable reason or proper source of information.

Article 3. “Relevant transaction conduct is clearly abnormal” as stipulated in Article 2 (2) and (3) of this interpretation shall be determined based on the following circumstances in terms of time agreement, degree of deviation from the transaction, and degree of interest-related relationships:

(1) The time for opening, closing an account, activating a fund account or designating a transaction (escrow), or canceling a designated transaction (transfer to escrow) is basically the same as the time for the formation, change, or disclosure of that insider information;

(2) The change in funding is basically the same as the time for the formation, change, and disclosure of this insider information;

(3) The time for buying or selling securities or futures contracts relating to insider information is basically the same as the time for the formation, change, and disclosure of insider information;

(4) The time for buying or selling securities or futures contracts relating to insider information is basically the same as the time for obtaining insider information;

(5) The act of buying or selling securities or futures contracts is clearly different from normal trading habits;

(6) The act of buying or selling securities or futures contracts, or the act of centrally holding securities or futures contracts clearly deviates from the fundamentals reflected in public information on securities or futures;

(7) The entry or exit of account transaction funds is linked or has an interest in the person familiar with the insider information or the person who obtained it illegally;

(8) Other situations where transactions are clearly abnormal.

Article 4. If someone engages in securities or futures transactions relating to that insider information during the sensitive period, or by implying that another person engages in securities or futures transactions relating to that insider information, in any of the following circumstances, it shall be deemed “serious circumstances” as stipulated in Article 180 (1) of the Criminal Law:

(1) Securities transactions with a turnover of 2 million yuan or more;

(2) Futures transactions take up more than 1 million yuan of security deposit;

(3) Profiting or avoiding losses amounting to 500,000 yuan or more;

(4) Engaging in insider trading or disclosing insider information more than three times within two years;

(5) Explicitly or implying that three or more people are engaged in securities or futures transactions relating to insider information;

(6) Having other serious circumstances.

If a securities transaction has a turnover of 1 million yuan or more, or a futures transaction takes up more than 500,000 yuan of security deposit, or the amount of profit or avoidance of loss is 250,000 yuan or more, and the amount of profit or loss avoided has any of the following circumstances, it shall be deemed that the “circumstances are serious” as stipulated in Article 180 (1) of the Criminal Law:

(1) Insider information as stipulated in the Securities Law, Futures and Derivatives Act carries out an act of insider trading with others;

(2) Explicitly or implying that another person engages in transactions relating to such insider information by selling or disguising the sale of insider information;

(3) Those who have been criminally prosecuted for securities or futures crimes;

(4) Those who have been administratively punished for securities or futures offenses within two years;

(5) Causing other serious consequences.

Article 5. If someone engages in securities or futures transactions relating to that insider information during the sensitive period, or by implying that another person engages in securities or futures transactions relating to that insider information, in any of the following circumstances, it shall be deemed that the “circumstances are particularly serious” as stipulated in Article 180 (1) of the Criminal Law:

(1) Securities transactions with a turnover of 20 million yuan or more;

(2) Futures transactions take up more than 10 million yuan of security deposit;

(3) Where profits or losses are avoided in the amount of 5 million yuan or more;

(4) Having other particularly serious circumstances.

Article 6 The “insider information sensitive period” referred to in this explanation refers to the period from formation to disclosure of insider information.

The time of occurrence of a “major event” listed in section 80 (2) and section 81 (2) of the securities law, and the time of formation of “policies”, “decisions”, etc. as stipulated in section 14 (2) of the Futures and Derivatives Act shall be deemed to be the time when insider information is formed.

The initial time of a motion, planning, decision or execution of a motion, planning, decision, or execution of a person influencing the formation of insider information shall be deemed to be the time of formation of insider information.

The time when the controlling shareholder, actual controller, or relevant decision maker revealed to a close person the initial intention of forming insider information, or the time when the relevant transaction was carried out based on that initial intention shall be regarded as the initial time for the motion.

Disclosure of insider information means disclosure of insider information in newspapers, websites and other media designated by the securities and futures regulatory agency under the State Council.

Article 7 Where insider trading or the act of leaking insider information is carried out more than once without administrative or criminal processing, the amount of the relevant transaction shall be calculated cumulatively in accordance with law.

Article 8 In the same case, where the transaction amount, the amount of the guarantee of occupation, profit or loss avoidance amount respectively constitute serious circumstances or the circumstances are particularly serious, the penalty shall be determined and punished according to the heavier amount of the penalty.

Where it constitutes a joint crime, the perpetrator shall be convicted and punished according to the total transaction amount, the total amount of security deposit, profit or loss avoidance of loss, but the total amount of fines imposed on each defendant shall be at least one times and not more than five times the total amount of profit or loss avoided.

Article 9. Any of the following circumstances does not qualify as engaging in securities or futures transactions relating to insider information as stipulated in Article 180 (1) of the Criminal Law:

(1) Where a natural person, legal person, or unincorporated organization that holds or shares more than 5% of the shares of a listed company with others through an agreement or other arrangement acquires shares of the listed company, except where the transaction clearly does not meet the purpose of the acquisition and there is no justifiable reason;

(2) Where relevant securities or futures transactions are carried out in accordance with written contracts, instructions, or plans made before insider information is formed or before insider information is known or obtained, and the relevant contracts, instructions, or plans comply with the provisions of the law;

(3) Transactions based on information that has been publicly disclosed by others;

(4) Where the transaction has other valid reasons or proper sources of information.

Article 10. “Illegal gain” as stipulated in Article 180 (1) of the Criminal Law refers to benefits obtained or losses avoided through insider trading.

If the person who leaked insider information or the person who clearly or implied insider trading did not actually engage in insider trading, the amount of the fine is calculated based on the illegal proceeds of the person who learned the insider information or the person who was clearly or implied to engage in insider trading as a result of the disclosure.

Article 11 Where a unit carries out an act as stipulated in Article 180 (1) of the Criminal Law and has one of the circumstances stipulated in Article 4 of this Interpretation, it shall be convicted and punished in accordance with the provisions of Article 180 (2) of the Criminal Law.

This article was selected from the “Supreme People's Court” WeChat account, Zhitong Finance Editor: Feng Qiuyi.