Internal Information Management Regulations

 

Chapter 1 General Provisions

 

Article 1 (Purpose) These regulations aim to establish comprehensive management and appropriate disclosure of company internal information and prevent insider trading by executives and employees in accordance with the Capital Market and Financial Investment Business Act (hereinafter referred to as the "Act") and other relevant laws and regulations.

 

Article 2 (Definitions)

① "Internal information" refers to information related to the company's operations or financial situation, as defined in Part 1 of the KOSDAQ Market Disclosure Regulations (hereinafter "Disclosure Regulations"), which may influence investment decisions of investors, excluding cases necessary for business purposes.

② "Disclosure Officer" means a person who can perform reporting duties on behalf of the company in accordance with Article 2, Paragraph 4 of the Disclosure Regulations.

③ "Executives" refer to directors (including those falling under any of the categories mentioned in Article 401-2, Paragraph 1, of the Commercial Act) and auditors.

④ In addition to Paragraphs 1 to 3, the definitions of terms used in these regulations shall be governed by the definitions in relevant laws and regulations.

 

Article 3 (Scope of Application) Matters related to disclosure, insider trading, and internal information management shall be governed by these regulations, except as provided in relevant laws or articles of association.

 

Chapter 2 Management of Internal Information

 

Article 4 (Management of Internal Information)

① Executives and employees must manage company internal information carefully and must not disclose internal information to anyone inside or outside the company, except in cases necessary for business purposes.

② The CEO shall take necessary measures to establish specific criteria for the storage, transmission, destruction, etc., of internal information and to manage internal information for the operation of the internal information management system.

 

Article 5 (Disclosure Officer)

① The CEO must promptly appoint a Disclosure Officer and report to the stock exchange. The same applies when changing the Disclosure Officer.

② The Disclosure Officer is responsible for the following tasks:

   1. Execution of disclosure.

   2. Inspection and evaluation of the internal information management system.

   3. Review of internal information and determination of whether to disclose.

   4. Measures required for the operation of the internal information management system, including education for executives and employees.

   5. Supervision and guidance of departments or executives and employees responsible for managing internal information or disclosure tasks.

   6. Any other tasks deemed necessary by the CEO for the operation of the internal information management system.

③ The Disclosure Officer has the following authorities in the performance of their duties:

   1. The authority to request the submission and inspection of various documents and records related to internal information.

   2. The authority to solicit opinions from executives and employees of departments responsible for accounting or audit work and other departments related to the generation of internal information.

④ The Disclosure Officer may, when necessary, consult with executives responsible for related tasks and seek professional assistance at the company's expense in performing their duties.

⑤ The Disclosure Officer must regularly report on the status of the internal information management system to the CEO (or the board of directors).

 

Article 6 (Disclosure Officer)

① The CEO must promptly appoint a Disclosure Officer and report to the stock exchange. The same applies when changing the Disclosure Officer.

② The Disclosure Officer works under the supervision of the Disclosure Officer and performs the following tasks:

   1. Collection, review, and reporting to the Disclosure Officer of internal information.

   2. Tasks necessary for the execution of disclosure.

   3. Confirmation of matters necessary for the management of internal information, such as changes in disclosure-related regulations.

   4. Other matters recognized by the CEO or the Disclosure Officer as necessary for the operation of the internal information management system.

 

Article 7 (Centralization of Internal Information)

① Executives and heads of departments must promptly provide information related to the following matters to the Disclosure Officer: 1) when internal information arises or is expected to arise 2) when there are reasons to cancel or change already disclosed internal information 3) when requested by the Disclosure Officer.

② The Disclosure Officer and the CEO must establish an efficient information transmission system within the company to ensure the timely provision of information as required. If necessary, the CEO may request the assistance of the Disclosure Officer in the approval process of tasks related to the disclosure obligations.

 

Article 7-2 (Management of Information Related to Major Shareholders)

The Disclosure Officer must establish an information transmission system to ensure that information related to major shareholders is promptly explained to the major shareholders and that the relevant information can be received in a timely manner to perform the disclosure duties.

 

Article 8 (External Provision of Internal Information)

①. In cases where executives or employees must unavoidably provide internal information to the company's trading partners, external auditors, agents, legal advisors, and management advisors, such as law firms, for business reasons, they must report this to the Disclosure Officer.

② In such cases, the Disclosure Officer must take necessary measures, such as entering into confidentiality agreements related to internal information.

③ In cases where the obligation for fair disclosure arises due to the provision of internal information under paragraph 1, the information must be disclosed promptly, except for cases falling under the exceptions in Article 15 of the Disclosure Regulations.

 

Chapter 3 Disclosure of Internal Information

 

Article 9 (Types of Disclosure) The company's disclosures are classified as follows:

   1. Reporting and disclosure of key management matters in accordance with Part 1, Chapter 2, Section 1 of the Disclosure Regulations.

   2. Inquiry disclosure according to Part 1, Chapter 2, Section 2 of the Disclosure Regulations.

   3. Fair disclosure according to Part 1, Chapter 2, Section 3 of the Disclosure Regulations.

   4. Voluntary disclosure according to Part 1, Chapter 3 of the Disclosure Regulations.

   5. Submission of securities registration statements, etc., according to Part 3, Chapter 1 of the Act.

   6. Submission of business reports, etc., according to Article 159, Article 160, and Article 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations.

   7. Submission of major event reports according to Article 161 of the Act.

   8. Other disclosures required by other laws and regulations.

 

Article 9-2 (Confirmation of Disclosure Obligations) When determining whether a matter falls under the disclosure obligation according to these regulations, extra caution should be exercised to include matters that may have a significant impact or potential impact on stock prices or investment decisions as per Article 6, Paragraph 1, Item 4, of the Disclosure Regulations.

 

Article 10 (Execution of Disclosure)

① The Disclosure Officer must prepare the necessary content and documents when matters subject to disclosure as per Article 9 arise and report them to the CEO.

② After reviewing the content and documents to ensure that they do not violate relevant laws and regulations, the Disclosure Officer must disclose them to the stock exchange.

Here is the translation of the provided text:

 

Article 10 (Execution of Disclosure)

① The disclosure officer must prepare the necessary information and documents when the matters subject to disclosure as specified in Article 9 occur, and report them to the person responsible for disclosure.

② The person responsible for disclosure must review the information and documents in accordance with paragraph 1 and report to the CEO whether they violate relevant regulations, and then make the disclosure

 

Article 10-2 (Prompt Execution of Disclosure) The person responsible for disclosure must make every effort to ensure that internal information can be disclosed in a timely manner, even before the disclosure deadline specified in the disclosure regulations, when matters subject to disclosure under Article 9 occur.

 

Article 11 (Post-Disclosure Measures) The person responsible for disclosure and the disclosure officer must promptly take measures to correct and disclose, in accordance with Article 30 of the disclosure regulations, any errors, omissions, cancellations, or changes to the disclosed information.

 

Article 12 (Media Interviews, etc.)

① In cases where media or other organizations request interviews with the company, the CEO or the person responsible for disclosure should generally respond. If necessary, executives and employees from relevant departments may also participate in interviews.

② When the company intends to distribute press releases to media or other organizations, it should consult with the person responsible for disclosure. If necessary, the person responsible for disclosure must report to the CEO regarding the distribution of press releases.

③ The person responsible for disclosure must disclose press releases related to fair disclosure targets before distributing them, if the content meets the criteria.

④ Executives or employees who become aware that media reports contain inaccurate information should report this to the person responsible for disclosure. The person responsible for disclosure should report the matter to the CEO and take necessary actions.

 

Article 12-2 (Verification of Press Content) The person responsible for disclosure, the disclosure officer, and the department responsible for internal information generation must regularly verify the content of media reports related to the company. If there is inaccurate information, corrective measures should be taken.

 

Article 13 (Corporate Briefing Sessions)

① The CEO should recognize IR activities as part of the management duties of a KOSDAQ-listed company and make voluntary and continuous efforts to hold corporate briefing sessions to build trust with stakeholders.

② Corporate briefing sessions regarding the company's management, business plans, and outlook should be organized in consultation with the person responsible for disclosure.

③ The person responsible for disclosure or the disclosure officer should disclose the date, venue, and content of the corporate briefing session, along with related materials, by the day before the session, and they should publish this information on the stock exchange disclosure system.

④ All executives and employees of the company must exercise caution to ensure that information subject to fair disclosure is not revealed in advance during the corporate briefing sessions.

 

Article 13-2 (Rumors)

① When rumors are circulating in the market, the person responsible for disclosure should investigate the accuracy of the rumors, whether they relate to internal information, and other relevant aspects through consultation with the related business units.

② If, as a result of the investigation under paragraph 1, it is determined that the rumor falls under the disclosure obligations specified in the disclosure regulations, the related information should be disclosed.

 

Article 13-3 (Demand for Information)

① When shareholders or other stakeholders request information related to the company, the person responsible for disclosure should determine the legality of the request and whether the information can impact investors' judgments and stock prices.

② To decide on providing information, the person responsible for disclosure may seek the opinions of the legal department or external legal experts regarding whether the requested information can affect investors' judgments and stock prices.

③ When providing information pursuant to paragraph 1, Article 12-3 shall apply.

 

Chapter 4 Regulation of Insider Trading, etc.

 

Article 14 (Return of Short-Term Trading Profits)

① Executives and employees designated in accordance with Article 172(1) of the Act and Article 194 of the Enforcement Decree must return to the company the profits (hereinafter referred to as "short-term trading profits") obtained by purchasing and selling or selling and purchasing specific securities, etc. (hereinafter referred to as "specific securities, etc."), within six months after purchasing such specific securities, etc.

② If shareholders (including those who hold shares other than shares) claim the return of short-term trading profits in accordance with paragraph 1, the company must take necessary measures within two months from the date of receiving the claim.

③ If the Securities and Futures Commission notifies the company of the occurrence of short-term trading profits in accordance with paragraph 1, the person responsible for disclosure must promptly disclose the following items on the company's website:

1. The status of the persons obligated to return short-term trading profits.

2. The amount of short-term trading profits.

3. The date on which the notification of the occurrence of short-term trading profits was received from the Securities and Futures Commission.

4. The plan to claim the return of short-term trading profits from the persons obligated to return them to the company.

5. If the company does not make a claim to the persons obligated to return short-term trading profits within two months from the date of receiving the claim, the shareholders may claim the return of short-term trading profits from the company.

④ The disclosure period under paragraph 3 shall be two years from the date of receiving the notification of the occurrence of short-term trading profits from the Securities and Futures Commission or until the date on which short-term trading profits are returned, whichever comes first.

 

Article 15 (Notification of Trading, etc., of Specific Securities, etc.) Executives and employees designated in accordance with Article 172(1) of the Act and Article 194 of the Enforcement Decree must notify the person responsible for disclosure when they trade or engage in other transactions involving specific securities, etc.

 

Article 16 (Prohibition of Using Undisclosed Material Information) Executives and employees must not use undisclosed material information, as specified in Article 174(1) of the Act, in trading, including trading specific securities, etc., or provide such information to others.

 

Chapter 5 Supplementary Provisions

 

Article 17 (Education)

① The person responsible for disclosure and the disclosure officer must complete training on matters related to disclosure duties under Articles 36 and 44(5) of the disclosure regulations, and the person responsible for disclosure must inform relevant executives and employees of the training content.

② The CEO must make sufficient efforts to provide training and education, including prevention of insider trading and other matters specified in Articles 14 to 16, to executives and employees.

 

Article 18 (Amendment of Regulations) Amendments or abolitions of these regulations are carried out by the CEO.

 

Article 19 (Publication of Regulations) These regulations are posted on the company's website. Amendments to the regulations are also posted there, as applicable.

 

Supplementary Provisions

 

This regulation shall be effective from September 7, 2017.