Internal Information Management Regulations

Article 1 Purpose

The purpose of this regulation is to establish matters concerning the comprehensive management and proper disclosure of company internal information in order to promptly and accurately disclose information according to laws and regulations and to prevent insider trading of directors and employees.

Article 2 Definition of Terms
  • 2.1 Internal information

    The disclosure requirements pursuant to Part 1 of the KOSDAQ Market Disclosure Regulations (Hereinafter referred to as "disclosure regulation") and other matters relating to the management or property of the company, it refers to matters that may affect investors' investment decisions.

  • 2.2 Disclosure Officer

    A person who is able to perform reporting work on behalf of the company pursuant to Article 2 Paragraph 4 of the Disclosure Regulations.

  • 2.3 Director

    It refers to director (including any person falling under any of the subparagraphs of Article 401 no.2 (1) of the 「Commercial Act」) and auditor.

  • 2.4 Others

    In addition to the provisions of paragraphs 1 to 3, the definition of terms used in this regulation shall be as defined in terms used in relevant laws and regulations.

Article 3 Coverage

Disclosure, insider and management of internal information shall be governed by this regulation except as stipulated in relevant laws and regulations or articles of incorporation.

Article 4 Management of Internal Information
  • 4.1 Executives and employees shall strictly manage the internal information of the company that they have learned during work, and shall not disclose the internal information inside or outside the company except when necessary for work.

  • 4.2 The CEO or Disclosure Officer shall take the necessary measures to manage internal information, such as setting specific standards for storage, transmission, and destruction of internal information and related documents.

  • ※ In the case of a company with an executive officer, the 'CEO' shall be changed to 'representative executive officer'. The same applies to the following.

Article 5 Officer of Disclosure
  • 5.1 The CEO shall notify the Disclosure Office immediately without delay. The same shall apply when the person responsible for disclosure is changed.

  • 5.2 The person in charge of disclosure shall oversee the tasks related to the establishment and operation of the internal information management system and perform the following duties.

    • A. Enforcement of disclosure
    • B. Checking and evaluating the operation of internal information management system
    • C. Review of internal information and determination of disclosure
    • D. Measures necessary for the operation of internal information management system, such as training for officers and employees
    • E. Directing and supervising of director or employees in charge of internal information management or disclosure
    • F. Other tasks that the CEO considers necessary for the operation of the internal information management system
  • 5.3 The disclosure officer shall have the authority to exercise the following duties;

    • A. The right to request and view the submission of documents and records related to internal information
    • B. The right to listen to the necessary comments from the officers and employees of the department responsible for the creation of internal information or the department responsible for accounting or auditing
  • 5.4 The disclosure officer may, if necessary, consult with the officer responsible for carrying out the duties, and may request professional assistance at the expense of the company.

  • 5.5 The disclosure officer shall periodically report to the CEO (or the Board of Directors) regarding the operational status of the internal management system.

Article 6 Disclosure Personnel
  • 6.1 The CEO or the Public Disclosure Officer shall determine the responsible Disclosure Office and notify the stock exchange without delay. The same is applied when the disclosure officer is changed.

  • 6.2 The disclosure personnel shall be under the direction of the disclosure officer in relation to internal information management and shall perform the following duties.

    • A. Collecting and reviewing internal information and reporting to the disclosure officer
    • B. Duties necessary for execution of disclosure
    • C. Identification of matters necessary for the management of internal information, such as amendment of laws and regulations related to disclosure, and reporting of disclosure officer
    • D. Other matters deemed necessary by the CEO or the disclosure officer
Article 7 Concentration of Internal Information
  • 7.1 Directors and department managers shall provide information to the disclosure officer if any of the following applies;

    • A. Internal information has occurred or is expected to occur
    • B. If a matter is happened or expected to happen that internal information disclosed needs to be cancelled or modified
    • C. If there is a request by the disclosure officer
  • 7.2 The disclosure officer and the CEO shall efficiently establish the information delivery system within the company for the timely provision of the internal information pursuant to paragraph 1, and if necessary, cooperate with the disclosure officer in the approval process of the matters related to the disclosure obligations.

Article 7-2 Management of the Largest Shareholder-related Information

The disclosure officer fully explains the facts to the largest shareholder in order to facilitate the disclosure obligations and inquiry disclosure requirements related to the largest shareholder, and the information delivery system should be established to receive the information in a timely manner.

Article 7-3 Concentration of Internal Information of Subsidiaries
  • 7-3.1 The company shall promptly notify its subsidiaries of its internal disclosure to the company's disclosure officer or disclosure personnel in the event that internal information arises or is expected to arise in subsidiaries.

  • 7-3.2 In order to efficiently manage internal information related to other disclosure requirements in paragraph 1, the company shall have a person who manages disclosure related information at the subsidiary company. If the company designates or changes such disclosure information, the company shall notify the disclosure officer or disclosure personnel immediately.

  • 7-3.3 The company may require subordinate companies to submit relevant data to the extent necessary for disclosure.

Article 8 External Supply of Internal Information
  • The directors and department managers shall provide the disclosure officer with information on any of the following cases;

  • 8.1 If directors and employees must inevitably provide internal information to the company's counterparty, external auditor, agent, company, or any person who has concluded an advisory agreement with the company, such as legal advice or management consultation, it should be reported to the disclosure officer.

  • 8.2 In the case of paragraph 1, the disclosure officer shall take necessary measures, such as concluding a contract on the confidentiality of relevant internal information.

  • 8.3 In providing internal information pursuant to paragraph 1, if there is an obligation to disclose the fairness, it shall be disclosed without delay. (Except when it falls under the exception of Article 15 of the Disclosure Regulations).

Article 9 Types of Disclosure
  • The company disclosure is divided into the following.

    • A. Reporting and disclosure of major management matters in accordance with disclosure regulation part 1, chapter 2, section 1
    • B. Disclosure in accordance with part 1, chapter 2, section 2
    • C. Disclosure of fairness pursuant to part 1, chapter 2, section 3
    • D. Autonomous disclosure in accordance with part 1, chapter 3
    • E. Submission of securities declaration, etc. pursuant to part 3, chapter 1 of the Act
    • F. Submission of business reports pursuant to Article 159, 160 and 165 of the Act and part 1, 2, and 4 of the disclosure regulations
    • G. Submission of the report of major management matters pursuant to Article 161 of the Act
    • H. Disclosure in accordance with other laws and regulations
Article 9-2 Confirmation of Disclosure Target

In order to judge whether or not disclosure requirements including disclosure of fairness are necessary in accordance with this regulation, care should be taken to include matters that may affect the share price or investment judgment under Article 6 (1) 4 of the disclosure regulations.

Article 10 Execution of Disclosure
  • 10.1 The disclosure officer shall prepare the necessary information in the event of the disclosure specified in Article 9, and provide the necessary documents and report it to the disclosure officer.

  • 10.2 The person in charge of disclosure shall examine whether the contents and documents in Paragraph 1 are not in violation of relevant laws and regulations, and report it to the CEO after disclosing it.

Article 10-2 Rapid Implementation of Disclosure

The disclosure officer shall make every effort to ensure that the internal information is disclosed in a timely manner even if the disclosure is made in accordance with the disclosure rules in the event of disclosure under Article 9.

Article 11 Postal Management after Disclosure

Disclosure officers and disclosure personnel shall take corrective measures to correct such disclosure errors or omissions or to cancel or change them in accordance with Article 30 of the Disclosure Regulations without delay.

Article 12 Media Coverage, etc.
  • 12.1 In the event that there is a request from a media to cover the company, CEO or the disclosure officer shall respond accordingly. If necessary, the directors and the relevant department manager may be allowed to respond.

  • 12.2 If you want to distribute press releases to media companies, you should obtain approval from the disclosure officer. The disclosure officer shall, if necessary, report to the CEO regarding the matters relating to the distribution of the press release.

  • 12.3 In the event that the content of the press release distributed pursuant to paragraph 2 falls under the fair disclosure subject, the disclosure officer shall disclose it before distribution of the press release.

  • 12.4 Officers who have been informed that the media coverage differs from the facts must report it to the disclosure officer. The disclosure officer shall report the matter to the CEO and take necessary measures.

Article 12-2 Confirmation of Press Release Content

Disclosure officer, disclosure personnel and the internal information production department routinely check the press release of the media companies and take measures to correct any differences from the facts.

Article 13 Company Briefing
  • 13.1 The CEO shall endeavor to build trust with investors by holding company briefings voluntarily and continuously, recognizing that IR activities are the management responsibilities of KOSDAQ listed companies.

  • 13.2 A company briefing on the company's management, business plans and prospects should be held in consultation with the officer in charge of disclosure.

  • 13.3 The disclosure officer or disclosure officer shall disclose the date, location, and briefing session of the company briefing session by the day before the meeting and post the relevant data on the exchange public disclosure submission system until the presentation.

  • 13.4 All directors and employees of the company should be careful not to disclose any information not disclosed in advance from the fair disclosure target information during the company briefing process.

Article 13-2 Rumor
  • 13-2.1 In the case where a story is circulated in the market, disclosure officer should check whether the contents of the story are true or not by referring to the related business department.

  • 13-2.2 As a result of the confirmation under paragraph 1, if the relevant information is subject to disclosure requirements pursuant to the disclosure rules, relevant information shall be disclosed.

Article 13-3 Information Request
  • 13-3.1 When disclosure of information related to the company is requested from shareholders and stakeholders, the disclosure officer should examine the legitimacy of the request and decide whether to provide relevant information.

  • 13-3.2 The disclosure officer may hear opinions from the legal department or external legal experts on whether the information requested to be provided may affect the investor's investment decisions and share prices.

  • 13-3.3 If information is provided pursuant to the decision of paragraph 1, Article 12 - 3 shall be applied mutatis mutandis.

Article 14 Return of Short-term Trading Profit
  • 14.1 Directors and employees prescribed by Article 172, paragraph 1 of the Act and Article 194 of the enforcement decree of the Act shall return the profits to the company if he/she buys the specified securities under Article 172 (1) of the Act (hereinafter referred to as "specific securities, etc."), sells them within six months, or buys the securities within six months after selling them (hereinafter referred to as "short-term trading profit").

  • 14.2 If a shareholder of a company (including those who own equity securities other than sovereign securities or securities deposit securities) requires a person who has obtained a short-term trading profit under paragraph 1 to request a return of short-term trading profit, the company shall take necessary measures within two months from the date of receipt of the request.

  • 14.3 In the event that the Securities & Futures Commission notifies the company of the occurrence of the short-term trading profit pursuant to paragraph 1, the disclosure officer shall immediately disclose the following matters on the company's website.

    • A. The position of the person who should return the short-term trading profit
    • B. Amount of short-term trading profit
    • C. Date of notification of short-term trading profit from Securities & Futures Commission
    • D. Plan to return short-term trading profit
    • E. The shareholders of the company may require the company to request the return of short-term trading profit to the person who earns the short-term trading profit, and if the company fails to make such a request within two months from the date of the request, the shareholder can make a claim on behalf of the company.
  • 14.4 The disclosure period set forth in paragraph (3) shall be in two years from the date of notification of the occurrence of short-term trading profit from the Securities & Futures Commission, or the date on which short-term trading profit are returned, whichever comes first.

Article 15 Notification of the Sale of Certain Securities

Directors and an employee prescribed by Article 172 (1) of the Act and the Enforcement Decree of 194 shall notify the disclosure officer of the sale or other transaction of a specific security.

Article 16 Prohibition of Use of Non-public Important Information

Directors · employees shall not use the undisclosed major information (including non-public important information of subsidiaries) set forth in Article 174 (1) of the Act for the sale or other transactions of specific securities or make them available to others.

Article 17 Education
  • 17.1 The disclosure officer and the disclosure personnel shall complete the training related to the disclosure work pursuant to Article 36 and Article 44 (5) of the Disclosure Regulations, and the disclosure officer shall ensure that the training contents are delivered to the relevant directors and employees.

  • 17.2 CEO shall make sufficient efforts to the directors and employees, such as the provision of Articles 14 through 16, and the implementation of training to prevent insider trading prescribed by other laws.

Article 18 Regulation Opening and Closing

The revision or abolition of these regulations shall be made by CEO.

Article 19 Announcement of Regulation

These regulations shall be published on the company website. The same shall apply when the regulations are revised.

- Addendum -

These regulations shall be enacted and enforced as of Sep. 1, 2009.

- Addendum -

This regulation shall be effective as of Jul. 17, 2017.