INTERNAL DATA
MANAGEMENT

Chapter 1: General Provisions

Article 1: Purpose 

The purpose of these regulations is to set forth the necessary matters to manage the public notice information and topics on public notice related works and procedures in a way to make an accurate, fair, and timely public notice under the pertinent laws and regulations for all public notice information as well as prevent unfair trade of officers and employees. 

Article 2: Definitions of Terminologies 

  1. In these Regulations, the term “internal information” refers to the disclosure obligation under Part 1 of the KOSDAQ market disclosure regulations (hereinafter referred to a “Public Disclosure Regulations”) of the Korea Exchange (hereinafter referred to “Exchange”) and other matters concerning the management or property conditions of the company that may influence on the investment decision of investors. 

  2. In these Regulations, the term “public disclosure officer” refers to a representative director, responsible for a public notice, that undertakes public notice related under Article 2, Paragraph 4 of the Public Disclosure Regulations.

  3. In this regulation, the term “Executive officers” refers to directors (including those who fall under any subparagraph of Article 401, Paragraph 2(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 of terms used in related laws and regulations.

Article 3: Scope of Application

Except as otherwise provided for in the relevant laws or articles of incorporation, matters concerning disclosure, insider trading, and internal information management shall be governed by this Regulation.

Chapter 2: The Management of Internal Information

Article 4: Management of Internal Controls 

  1. Executives and employees shall strictly manage the internal information of the company and shall not leak internal or external information except when necessary for performing their duties.

  2. The Chief Executive Officer shall take necessary measures for the management of internal information, such as setting specific standards for storage, transmission, destruction of internal information, and related documents.

Article 5: Responsible Person of Public Notice 

  1. The responsible person of public notice is designated by the chief executive officer and reports it to the exchange without delay. The same shall also apply to changes in the person responsible for disclosure.

  2. The responsible person of the public notice shall oversee the affairs related to the design and operation of the control system for public notice and undertakes the following affairs.

    1. Execution of Disclosure

    2. Monitoring on demand for the control system for public notice, an inspection of regular operation status and evaluation of operation outcome

    3. Determination of public notice and its scope on matters not defined explicitly for public notice on pertinent laws and regulations

    4. Establishment and implementation of a training plan on officers and employees to the public notice works

    5. Command and supervision of department in charge of public notice 

    6. Other matters as recognized by the chief executive officer for required about the control system for public notice  

  3. ​The public disclosure officer shall have the following authorities when there is a need to undertake the duties. 

    1. The right to require the submittal of various internal information and documents records for the public notice matters and right to open thereof.

    2. The right to listen to the opinion on officers and employees in the department in charge of accounting or audit and other departments related to the generation of public notice information and preparation of the public notice document.

  4. In the event that it is required to carry out the duties, the responsible person of public notice may consult with the officer in charge or auditor, and it may hear the opinion of external professionals.

  5. ​The responsible person of the public notice shall regularly report the operation status of the internal information management system to the Chief Executive Officer (or the Board of Directors).

     

Article 6: Responsible Person of Public Disclosure

The responsible person of public notice (manager) is designated by the chief executive officer and reports it to the exchange without delay. The same shall also apply to changes in the person responsible for disclosure.

  1. The responsible person of public (manager) notice shall perform the following duties under the direction of the person in charge of public disclosure in connection with internal information management.

    1. Collection and review of various public notice information

    2. Preparation of public notice document and implementation of public notice

    3. Review of necessary action and report on the responsible person of public notice for compliance of pertinent laws and regulations, such as inspection on demand for enactment and revision of relevant laws and regulations on public notice

    4. Other matters that the chief executive officer or responsible person of public notice recognized as needed.

 

Article 7: Concentration of Internal Information

  1. The executive and the head of each department shall convey the information in due time to the department in charge of public notice in the event that it applies to the following:

    1. In the event that any public notice matters set forth have occurred or expect to occur​

    2. In the event that there is any cause of cancellation or modification of matter already notified occurred or expect to happen

    3. In the event that there is a demand of the responsible person of public notice or head of the department in charge of public notice

  2. The public disclosure officer and the chief executive officer shall efficiently establish the information transmission system within the company for the timely provision of internal information under Paragraph 1 and, if necessary, may require the public disclosure manager to cooperate in the approval process of affairs related to the public disclosure obligation.

Article 7-2 Management of Information related to the largest shareholders

In order to explain the disclosure of the disclosure obligations and inquiry disclosure requirements related to the largest shareholder, the disclosure officer shall establish an information delivery system to deliver information in a timely manner.

Article 7-3: Concentration of Internal Information of subsidiary companies

  1. The company shall ensure the subsidiary to immediately notify the company’s responsible person for public disclosure of the details when internal information related to the disclosure obligation arises or is expected to occur in the subsidiary.

  2. To efficiently manage the internal information related to disclosure obligations under Paragraph 1, the subsidiary shall have a manager who oversees the disclosure-related information and shall promptly notify the company’s responsible person of public disclosure when designating or altering such information.

  3. The company may request the subsidiary to submit the relevant information to the extent necessary for the disclosure work.

Article 8: External Provision of Internal Information

  1. In case the executives, employees inevitably provide internal information to the company’s counter parties, external auditors, representatives, and those who have a consulting contract with the company, the legal advisor shall report such matters to the responsible person of public disclosure.

  2. In the case of Paragraph 1, the responsible person of public disclosure shall take necessary measures, such as concluding a contract regarding the confidentiality of relevant internal information.

  3. In the event that a fair disclosure obligation arises in providing internal information under Paragraph 1, it shall be disclosed without delay (excluding cases that fall under the application exception under Article 15 of the disclosure regulations).

Chapter 3: The Disclosure of Internal Information

Article 9 (Type of Disclosure): The company’s disclosure is classified as follows:

  1. Notification and disclosure of major management matters under Chapter 1, Part 2, Section 1 of the Disclosure Regulations

  2. Inquiry disclosure under Article 1, Chapter 2, Section 2 of the Disclosure Regulations

  3. Process disclosure under Article 1, Chapter 2, Section 3 of the Disclosure Regulations

  4. Autonomous disclosure under Article 1, Chapter 3 of the Disclosure Regulations

  5. Submission of securities declaration and related documents under Article 3, Chapter 1 of the Act

  6. Submission of business reports and related documents under Article 159, 160, and Chapter 2, Section 4 of the public disclosure regulations. 

  7. Submission of a report of major matters under Article 161 of the Act

  8. Disclosure under other laws and regulations


Article 9-2: Confirmation of the Air

In determining whether disclosure requirements, including fair disclosure, are under this regulation, care shall be taken to include matters that have a significant impact or may have a substantial effect on stock price or investment judgment under Article 6, Paragraph 1, Section 4 of the Disclosure Regulations.

Article 10: The execution of Disclosure

  1. The responsible person of public disclosure shall prepare the necessary details and report the necessary documents to the responsible person of public disclosure (director) when the disclosure matters specified in Article 9 occurs.

  2. ​The responsible person of public disclosure shall review the contents and documents referred to in Paragraph 1 and report them to the chief executive officer before making a public disclosure.


Article 10-2 Rapid Implementation of Disclosure

When the disclosure matters under Article 9 arise, the person in charge of disclosure shall make every effort to ensure that the relevant internal information is disclosed in a timely manner even before the disclosure deadline under the disclosure regulations.


Article 11 Post-measures after Public Disclosure 

The responsible person of public disclosure shall take measures to correct the public disclosure accordance with Article 30 of the disclosure regulations without delay when there are errors, cancel, or omissions in the disclosure.

 

Article 12: Press Coverage

  1. In the event that it is requested for the coverage to this company by press media and other public media, the chief executive officer or the responsible person for the public disclosure respond to the interviews. However, in the event of inevitable case, the responsible person of public notice may designate the related heads and employees to respond to the press interview and others.

  2. In the event of distributing the press release, it shall consult with the person in charge of disclosure. The responsible person of disclosure shall report related matters to the chief executive officer.

  3. If the content of the press release distributed under Paragraph 2 falls under the scope of process disclosure, the person in charge of disclosure shall notify it before the distribution of the press release.

  4. Executives and employees who find out that the media's coverage is not true shall report it to the person in charge of disclosure. The disclosure manager shall report the relevant matters to the chief executive officer and take necessary measures.

 

Article 12-2: Post-inspection of Contents of the Press Coverage

Head of business department and head of department in charge of public notice that generate the press release shall implement the post inspection on the contents reported after the distribution of the press release, and in the event that it has contents different from the fact, it shall be reported to the responsible person of public notice and take necessary action in accordance with the instruction of the responsible person of public disclosure.

 

Article 13: Corporate Briefing

  1. Recognizing that IR activities are the management responsibilities of KOSDAQ market-listed corporations, the Chief Executive Officer shall endeavor to establish trust with investment officials by holding corporate briefing sessions voluntarily and continuously.

  2. Corporate briefings on the company’s management, business plans, and related matters shall be held in consultation with the public disclosure officer.

  3. The public disclosure officer or manager shall notify the date, location, time, venue, and other details of the corporate briefing sessions by the day before the event on the public disclosure submission system.

  4. ​All executives and employees of the company shall be careful not to leak any information that is not disclosed in advance during the corporate briefing session.

 

Article 13-2: Rumors in Market

  1. The responsible person of public disclosure shall confirm if the contents of the rumors in the market and the important information not in public disclosure through the inquiry to the relevant department and others.   

  2. If the relevant statement falls under the disclosure obligations under the disclosure regulations as a result of verification under Paragraph 1, the relevant information shall be disclosed.

 

Article 13-3: Request of Information

  1. In the event that shareholders or interested parties request to disclose company-related information, the responsible person of public disclosure shall review the legitimacy of the applicable request and determine if the related information is to provide.

  2. The responsible person of public disclosure may listen to the opinions of the legal affairs and external legal experts whether the provided information would influence the investment decision and stock price.  

  3. Article 12-3 shall apply to provide information under Paragraph 1.

Chapter 4: Insider Trading Regulations

Article 14 Return of Short-term Trading Profits

  1. The executive officers and employees prescribed in Article 172 (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 stock, and related, within six months after purchasing a specific stock, or within six months after selling a specific stock.

  2. The shareholders of the company (including those who own equity shares or shares depositary shares other than the shareholder. Where the same shall apply to this Article) requests the company to request the return of the short-selling gain from the person who has obtained the short-selling gain under Paragraph 1, and the company shall take necessary measures within two months from the date of receipt of such request.

  3. When the Securities and Future Commission notifies the company of the occurrence of short-term trading gains under Paragraph 1, the person in charge of disclosure shall, without delay, disclose the following matters on the company’s internet homepage.

    1. Position of the person who is required to return the profit from short selling

    2. Amount of profit from short-selling 

    3. The day when the Securities and Futures Commission notifies any short-selling gains

    4. Billing for Return of Short-term trading profits

    5. The company’s shareholder may require the company to claim the return of the small trading profits to who have earned the small trading profits if the company fails to make a claim within two months from the date of receipt of the request, the shareholders may act as the captain of the company.

  4. ​The disclosure period of Paragraph 3 shall be from the date on which the Securities and Futures Commission is notified of the occurrence of short-term trading gains, from two days, or the date of return of short-term trading gains, whichever comes first.

 

Article 15: Notification of Sales of Specific Securities

​When an executive officer and an employee prescribed in Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the Act shall notify the responsible officer of public disclosure of the sales or sale of certain securities. 

Article 16: Prohibition of Use of Unreleased Important Information

Executives and employees shall not use any undisclosed important information (including undisclosed critical information of affiliated companies) prescribed in Article 174 (1) of the Act for the sale or other transactions of specific securities or be made available to others.

Chapter 5: Supplementary Rules

Article 17 Education

  1. The responsible disclosure officer and the person in charge shall complete education or training under Article 36 and 44 (5) of the Public Disclosure Regulations, and notify for all officers and employees of the company to understand and correctly undertake the related works.

  2.  The Chief Executive Officer shall make sufficient efforts, such as providing education to executives and employees to prevent inside trading as prescribed in Article 14 through 16 and other relative laws.

 

Article 18: Amendment Regulations

The Chief Executive Officer shall make the amendment or abolition of this regulation.


Article 19: Publication of Regulations

This regulation is published on the company’s website. The same applies when the regulations are amended.  

Supplementary Provisions

Article 1 Date of Implementation

These Regulations shall be implemented from June 30th, 2017. 

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