The purpose of this regulation is to determine matters in regards of the comprehensive management and appropriate disclosure of internal information of the company to achieve rapid and accurate disclosure and prevent executives and employees from exchanging information with insiders under the Capital Markets and Financial Investment Business Act (hereinafter referred to as the "Act") and other laws and regulations.
1. The term "internal information" in this regulation is referred to as matters that are related to the disclosure obligations under Chapter 1 in the KOSDAQ market official announcement regulations (hereinafter referred to as the "Official Announcement Regulations") of the Korea Exchange (hereinafter referred to as the "Exchange") as well as other matters associated with the management or property conditions of the company that may affect the investment judgment from investors.
2. The term "Official Announcement Associate" in this regulation means a person who can perform the reporting tasks on behalf of the company according to the Article 2, paragraph 4, of the Official Announcement Regulations.
3. The term "Director" in this regulation means a director (including parties categorized in one of the items of the Article 401, paragraph 2-1 of the Commercial Act) and auditors.
4. Other than paragraphs 1 through 3, the definitions of terms used in this regulation shall be governed by the definitions of terms used in the relevant statutes and regulations.
Unless otherwise specified in the relevant statutes or articles of association, matters related to disclosure, insider trading, and internal information management shall be governed by this regulation.
1. Directors and employees shall strictly control the internal information of the company they have become aware of while performing their duties, and shall not disclose such internal information to the company or outside of the company unless it is necessary for their duties.
2. The representative shall take necessary actions to control internal information including setting up specific standards for storage, delivery, destruction, etc. of internal information and related documents.
1. The representative shall designate a person in charge of official announcement and immediately report it to the Exchange. The same shall also apply when changing official announcement associate.
2. The person in charge of official announcement shall exercise overall control over the affairs related to the establishment and operation of the internal information management system and perform the following tasks:
A. Execution of official announcement
B. Inspection and evaluation of the operation status of the internal information control system
C. Review internal information and decide whether to officially announce it or not.
D. Actions necessary to operate internal information control system including education for executives and employees;
E. Guide or supervise department or directors/employees in charge of official announcement or the control of internal information
F. Other tasks recognized by the representative to be necessary for the operation of the internal information control system;
3. Official announcement associate shall have the following authority in performing his/her duties:
A. Authority to request the submission of various documents and records related to internal information with access of them;
B. Authority to listen to required opinions from the departments in charge of accounting or audit affairs or from directors and employees from other departments in charge of affairs in regard of the creation of internal information.
4. Official announcement associate is eligible to consult with the directors in charge of the relevant affairs in performing his/her duties if needed, and seek for expert assistance at the cost of the company.
5. Official announcement associate shall regularly report the operation status of the internal information control system to the representative (or the board of directors).
1. The representative shall designate official announcement manager and immediately report it to the Exchange. The same shall also apply when changing official announcement manager.
2. Official announcement manager shall perform the following duties under the guidance of the official announcement associate in connection with internal information control:
A. Collection and review of internal information and report to the official announcement associate
B. Tasks necessary for the execution of the official announcement
C. Confirmation of matters needed for the control of internal information including changes in related laws for official announcement, and report to official announcement associate
D. Other matters deemed necessary by the representative or the official announcement associate
1. Directors and the heads of each department shall provide timely information to the official announcement associate in any of the following cases:
A. When internal information occurs or is expected to occur.
B. Where there is a reason to cancel or change the already announced information or is expected them to occur;
C. Other requests made by the official announcement associate;
2. Official announcement associate and representative shall efficiently establish the information transmission system within the company for the timely provision of internal information according to the paragraph 1. At the same time, they are eligible to require the official announcement associate to cooperate with the approval process for matters related to the official announcement obligation if needed.
Official announcement associate shall explain the related facts to the largest shareholder to seamlessly perform the tasks for official announcement about the requirements of making official announcement and also requests for the inquiries in regard of the largest shareholder and establish information transmission system for timely delivery of relevant information.
1. If director or employee inevitably needs to provide internal information to the counterpart of the company, external auditor, agent, legal advisor of the company, or a party concluding an advisory contract with the company for business reasons, they shall report related matters to the official announcement associate.
2. In the case of paragraph 1, the official announcement associate shall take necessary actions including the conclusion of a contract on the confidentiality of relevant internal information.
3. When providing internal information according to the paragraph 1, information shall be immediately officially announced if required
(excluding cases in regard of the application exception of the Article 15 of official announcement requirements).
The disclosure of the company shall be classified as follows.
A. Reporting and disclosure of major management matters according to the Chapter 2, Section 1 of the official announcement regulations
B. Official announcement of inquiry according to the Chapter 2, Section 1- 2 of the official announcement regulations
C. Official announcement of process according to the Chapter 2, Section 3 of the official announcement regulation
D. Self-official announcement according to the Chapter 3 of the official announcement regulation
E. Submission of securities reports, etc. according to the Chapter 1, section 3
F. Submission of business reports, etc. according to the Articles 159, 160 and 165 of the Act and Chapter 2, Section 4 of the official announcement regulation
G. Submission of a report on important matters according to the Article 161 of the Act.
H. Official announcement according to other laws and regulations.
When determining whether matters relevant to official announcement including official announcement of processes, are subject to case based on this regulation, care has to be taken to include matters with significant impact or may have significant impact on stock price or investment judgment according to the Article 6, paragraph 1-4 of the official announcement regulation.
1. When the matters specified in the Article 9 are officially announced, the official announcement associate shall prepare the necessary details and report the required documents to the official announcement associate.
2. The official announcement associate shall review the contents and documents referred to in paragraph 1 and report them to the representative before officially announcing them.
If needed according to the Article 9, the official announcement associate shall make every effort to ensure that the relevant internal information is officially announced in a timely manner before the deadline according to the official announcement regulation.
Official announcement associate and manager shall immediately take actions to correct the official announcement according to the Article 30 of the official announcement regulation if there is an error or omission in the details of the official announcement, or if he/she intends to cancel or change it.
1. In principle, the representative or the official announcement associate shall comply with the request from the media company, etc. If needed, directors and employees of the relevant departments are eligible to respond to the report.
2. If the company intends to distribute the press release to the media, etc., they shall consult with the official announcement associate. If needed, the official announcement associate shall report matters related to the distribution of press releases to the representative.
3. If the contents of the press release distributed according to the paragraph 2 are relevant to the scope of the official announcement of process, the official announcement associate shall officially announce it before the release of the press.
4. If finding out how the media reports are not true, directors and employees shall report them to the official announcement associate. The official announcement associate shall report the relevant matters to the representative and take necessary actions.
The official announcement associate and the department in charge of internal information shall check the details of the company-related reports of media companies, etc. on a regular basis and take actions to correct any of the discrepancies from the facts.
1. Recognizing that IR activities are the managerial responsibilities of corporations listed in KOSDAQ market, the representative shall voluntarily and continuously hold a corporate briefing session to solidify trust with investment officials.
2. A corporate briefing session about the managerial details, business plans and prospects of the company shall be held in consultation with the official announcement associate
3. The official announcement associate or manager shall officially announce the date, time, location, and details of the corporate briefing session by the day before the opening of the briefing session, and shall publish the relevant data in the official announcement submitting system of the Exchange before the briefing session.
4. Care has be taken by all directors and employees of the company not to officially announce any information that has not been officially announced in advance during the corporate briefing session.
1. If a rumor is circulated in the market, the official announcement associate shall confirm whether the content of the rumor is true or not, and whether it corresponds to internal information, etc. through an opinion inquiry on the relevant business department.
2. If the relevant statement is relevant to the official announcement obligation under the official announcement regulation as a result of verification according to the paragraph 1, the relevant information shall be officially announced.
1. When requested by shareholders, interested parties, and etc. to officially announce information related to the company, the official announcement associate shall review the legality, etc. of the request and decide whether to provide relevant information.
2. The official announcement associate is eligible to listen to the opinions of the legal affairs department or outside legal experts if the information requested to be provided for determining whether or not to provide information might affect investment decision making process of investors and share prices.
3. Article 12, paragraph 3, shall apply to providing information according to paragraph 1.
1. Directors and employees prescribed in Article 172, paragraph 1, of the Act and Article 194 of the Enforcement Decree of the Act shall return the profits (hereinafter referred to as "Profit on Short Selling") to the company if they sell a specific securities, etc. within the period of six months after purchasing them (hereinafter referred to as "Special Securities, etc.") or within the period of six months after selling them.
2. The shareholders of the company (including parties owning equity securities or depository securities besides shareholders. The same shall apply to this Article) request the company to claim the return of the profit on short-selling from the party who has obtained the profit on short-selling according to the paragraph 1, the company shall take required actions within the period of two months from the date of receipt of relevant request.
3. When the Securities and Futures Commission notifies the company of the profit on short-selling according to the paragraph 1, the official announcement associate immediately disclose the following matters to the official website of the company:
A. Status of the party required to return the profits on short selling.
B. Amount of profit on short selling
C. Day when the Securities and Futures Commission notified of the profit on short selling.
D. Plan for return of the profit on short selling
E. It is available for shareholders of the company to request for return of the profit on short selling to a party obtaining the profit on short selling. It means that shareholders are eligible to request on behalf of the company if not claiming them within the period of 2 months from when the company was requested.
4. The official announcement period referred to in paragraph 3 shall be from the earlier date between the date when the Securities and Futures Commission notified of the profit on short-selling or the date when profit on short-selling is returned.
When directors or employees prescribed in Article 172, paragraph 1, of the Act and Article 194 of the Enforcement Decree of the Act make a sale or other transaction of specific securities, etc., they shall notify the official announcement associate.
Directors and employees shall not use undisclosed important information (including undisclosed critical information of affiliated companies) according to the Article 174, paragraph 1 of the Act for the sale or other transactions of specific securities, etc. or allow others to use it.
1. The official announcement associate or manager shall complete education, etc. on official announcement education according to the Articles 36 and 44, paragraph 5, of the official announcement regulation, and the official announcement associate shall notify the relevant directors and employees of the details of the education.
2. The representative shall make sufficient efforts to provide directors and employees with education to prevent matters according to the Articles 14 through 16 and other insider trading, etc. prescribed by the Act.
The amendment or abolition of this regulation shall be completed by the representative.
This regulation is published on the official website of the company. The same applies when the regulations are amended.
The company may impose penalties or sanctions on directors and employees who violate this regulation according to the relevant regulations of the company.
This regulation shall enter into force as of January 1, 2009.
This regulation shall be into effect as of June 1, 2017.
This regulation shall be governed by the provisions of the Commercial Act, the Act on Capital Markets and Financial Investment Business, the Act on Exclusive Trade and Fair Trade, and the Enforcement Decree of the same Act, as well as the relevant regulations according to the Financial Supervisory Service and the Korea Exchange, etc.
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