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Internal Information Management Rules

Internal Information Management Rules

Established on 01/01/2019
Chapter 1. General Provisions

  • Article 1 (Purpose)

    These Rules are intended to set forth the matters of comprehensive management and proper disclosure of internal information of the Company so that prompt and correct public notice and prevention of insider trading will be made under the ‘Act on Capital Market and Financial Investment Business’ (the “Act”) and all the laws and regulations.

  • Article 2 (Definitions)

    ① The ‘Inside Information’ means any matter which can influence on the investment judgment of investors in terms of the matters subject to public notice, other information of company management or property condition as prescribed in Volume 1 of the ‘Regulations on Public Notice of KOSDAQ’ (the “Public Notice Regulations”) by the Korea Exchange (the ‘KRX”). ② “Responsible Person for Public Notice” means a person who can carry out the reporting duties for and on behalf of the Company under Article 2(4) of the Public Notice Regulations. ③ The “Officers” means the directors (including the person who falls under the Subparagraphs of Article 401-2 (1) of the ‘Commercial Act’) and auditors. ④ Other terms used herein than the ones as set forth in the foregoing Paragraphs 2.1 to 2.3 mean the ones as used in applicable laws and regulations.

  • Article 3 (Scope of Application)

    Unless otherwise stated in applicable laws, regulations or articles of associations, any matter of public notice, inside trading and internal information management shall be determined hereunder.
Chapter 2. Management of Internal Information

  • Article 4 (Management of Internal Information)

    ① Officers and employees shall strictly manage inside information acquired in the course of carrying out their duties and shall not divulge the inside information, internally or externally, unless otherwise necessary for the duties. ② The representative director shall take necessary measures for management of inside information including setting out detailed standards for storage, delivery and discard of inside information and other documents related thereto.
    ※ If it has any executive officer, the Company shall amend its ‘representative director’ to ‘representative executive officer’. This is the same hereinafter.

  • Article 5 (Responsible Person for Public Notice)

    ① The representative director shall designate a Responsible Person for Public Notice and report thereof to the stock exchange without fail. And this shall also apply to the cases when the Responsible Person for Public Notice is changed. ② The Responsible Person for Public Notice shall manage general duties for establishment and operation of a system for management of inside information and carry out the following duties: 1. Executing Public Notice. 2. Checking and evaluating present condition of operation of such system. 3. Reviewing inside information and making decision whether to give Public Notice or not. 4. Taking measures necessary for operation of such system including education for officers and employees. 5. Commanding and supervising the department, officers and employees in charge of managing or giving Public Notice of inside information. and 6. Carrying out other duties which may be recognized as necessary for operation of such system by the representative director. ③ In carrying out its duties, the Responsible Person for Public Notice shall have the following authorities. 1. Authority to request and access to various documents and records related to inside information; and 2. Authority to listen to necessary opinions from officers and employees of the departments in charge of accounting and audit and other duties related to generation of inside information. ④ In carrying out its duties, the Responsible Person for Public Notice may consult with officers in charge of related duties, if necessary and seek for a support of professionals at the expense of the Company. ⑤ The Responsible Person for Public Notice shall make a report of present condition of operation of the system for management of inside information to the representative director (or board of directors) on a regular basis.

  • Article 6 (Person in Charge of Public Notice)

    ① The representative director shall designate a Person in charge of Public Notice and report thereof to the stock exchange without fail. And this shall also apply to the cases when the Person in charge of Public Notice is changed. ② The Person in charge of Public Notice shall be under the command of the Responsible Person for Public Notice in terms of managing inside information and carry out the following duties: 1. Collecting, reviewing and reporting of inside information to the Responsible Person for Public Notice; 2. Carrying out duties necessary for executing Public Notice; 3. Checking and reporting to the Responsible Person for Public Notice of the matters necessary for managing inside information including modification of applicable laws and regulations on Public Notice; and 4. Carrying out matters which are recognized as necessary by the representative director or the Responsible Person for Public Notice.

  • Article 7 (Integration of Inside Information)

    ① If the case falls under any of the followings, officers and the head of each department shall promptly provide the information to the Responsible Person for Public Notice. 1. When inside information is or is expected to be generated. 2. When any cause for cancellation or modification of any matter out of inside information the Public Notice of which has been already given occurs or is expected to occur; or 3. When the Responsible Person for Public Notice requests. ② The Responsible Person for Public Notice and the representative director shall efficiently establish an internal information delivery system for prompt provision of internal information as set forth in the foregoing Paragraph 7.1 and, if necessary, may ensure that the cooperation of the Responsible Person for Public Notice will be obtained in the course of approval of duties related to public notice obligation.

  • Article 7-2 (Management of Information Related to the Largest Shareholder)

    In order to carry out its duties of Public Notice smoothly in terms of required matters and inquiry disclosure for Public Notice related to the largest shareholder, the Responsible Person for Public Notice shall set up an information delivery system to ensure that related fact will be sufficiently explained to such largest shareholder and relevant information will be promptly delivered to such largest shareholder.

  • Article 8 (External Provision of Inside Information)

    ① If, in the course of carrying out their duties, it is unavoidable to provide inside information to the opposite party of dealing, independent auditor, agent and any person with whom the Company enters into an agreement for advice of legal and business consultation, the officers and employees shall make a report thereof to the Responsible Person for Public Notice. ② If the case falls under the foregoing Paragraph 8.1, the Responsible Person for Public Notice shall take necessary measures including conclusion of non-disclosure agreement not to disclose relevant inside information. ③ In providing inside information under the foregoing Paragraph 8.1 and when an obligation of Public Notice arises, the Public Notice thereof shall be given without delay.
Chapter 3. Disclosure of Inside Information

  • Article 9 (Types of Public Notice)

    The Public Notice of the Company is classified into as follows: 1. Report and Public Notice of main important management matters under Part 1 of Chapter 2 of Volume 1 of the Public Notice Regulations; 2. Inquiry notice under Part 2 of Chapter 2 of Volume 1 of the Public Notice Regulations; 3. Fair notice under Chapter 3 of Volume 1 of the Public Notice Regulations; 4. Voluntary notice under Chapter 3 of Volume 1 of the Public Notice Regulations; 5. Submission of the security report under Chapter 1 of Volume 3 of the Act; 6. Submission of the business report under Articles 159, 160 and 165 of the Act and Part 4 of Chapter 2 of Volume 1 of the Public Notice Regulations; 7. Submission of the report of important matters under Article 161 of the Act; and 8. Other Public Notice under another laws and regulations.

  • Article 9-2 (Confirmation of Things subject to Public Notice)

    In considering whether it is subject to public notice obligation including fair notice hereunder, it shall be noted that any matter which has or may have important impact on share price or investment judgment under Article 6(1)4 of the Public Notice Regulations.

  • Article 10 (Implementation of Public Notice)

    ① Upon occurrence of any matter of Public Notice as set forth in Clause 9 hereof, the Person in charge of Public Notice shall prepare the required content along with necessary documents and make report to the Responsible Person for Public Notice. ② The Responsible Person for Public Notice shall review whether such content and documents as set forth in the foregoing Paragraph 10.1 violate applicable laws and regulations or not, report it to the representative director and give a Public Notice.

  • Article 10-2 (Prompt Execution of Public Notice)

    Upon occurrence of any matter of Public Notice as set forth in Clause 9 hereof, the Responsible Person for Public Notice shall make its best effort in ensuring that Public Notice of relevant inside information is given promptly even before the deadline of Public Notice under the Public Notice Regulations.

  • Article 11 (Follow-up Action after Public Notice)

    If any content of Public Notice has any error or omission or is desired to be cancelled or modified, the Responsible Person for Public Notice and the Person in charge of Public Notice shall take measures for correction thereof without delay including giving Public Notice of correction under Article 30 of the Public Notice Regulations.

  • Article 12 (Media Coverage)

    ① Upon request of media coverage, the representative director or the Responsible Person for Public Notice shall respond, in principle and, if necessary, it may have the officers and employees to respond thereto. ② Should the Company want to distribute a press release to the press, the Company shall consult with the Responsible Person for Public Notice. If necessary, the Responsible Person for Public Notice shall report the matters related to such distribution of the press release to the representative director. ③ If the content of such press release to be distributed under the foregoing Paragraph 12.2 is subject to fair disclosure, the Responsible Person for Public Notice shall make Public Notice thereof prior to distribution of the press release. ④ Any officer and employee who becomes aware that the description of the report of the press differs from the fact shall make a report to the Responsible Person for Public Notice. The Responsible Person for Public Notice shall make a report thereof to the representative director and take necessary measures.

  • Article 12-2 (Confirmation of Contents of Press Release)

    The Responsible Person for Public Notice, the Person in charge of Public Notice and the department generating inside information shall routinely check the content of media’s press release related to the Company and take measures to make corrections if such content differs from the fact.

  • Article 13 (Company Presentation)

    ① The representative director shall recognize that IR activities are management responsibility of KOSDAQ-listed companies, voluntarily and continuously hold company presentation in order to establish a trust with persons concerned in investment. ② Any company presentation about the details of management, business plan and business prospects shall be held after consulting with the Responsible Person for Public Notice. ③ The Responsible Person for Public Notice or the Person in charge of Public Notice shall give and post on the Public Notice submission system of the stock exchange a Public Notice of the date, place and contents of company presentation at least one day prior to the date when company presentation is held. ④ All the officers and employees of the Company shall be careful to ensure that, in the course of holding company presentation, any matter out of information subject to fair disclosure the Public Notice of which has not been given in advance will not be disclosed

  • Article 13-2 (Rumor)

    ① If any rumor is spread in the market, the Responsible Person for Public Notice shall check whether the content of such rumor is true or not or whether such content falls under inside information or not through making inquiries to the related business department. ② Should such rumor be the matter to be disclosed by Public Notice as a result of such check as set forth in the foregoing Paragraph 13-2.1, related information shall be publicly notified.

  • Article 13-3 (Request for Provision of Information)

    ① Upon receipt of request for disclosure of information related to the Company from shareholders and persons concerned, the Responsible Person for Public Notice shall review legality of such request and make decision whether such information is to be provided or not. ② In order to make a decision whether the information is to be provided or not, the Responsible Person for Public Notice may listen to the opinion of the legal department or external legal professionals whether the information the provision of which is requested has an impact on the investment judgment of investors and stock price or not. ③ If any information is provided under such decision as set forth in the foregoing Paragraph 13-3.1, Paragraph 12.3 shall apply mutatis mutandis.
Chapter 4. Regulation on Insider Trading

  • Article 14 (Return of Profits on Short-Term Trade)

    ① The officers and employees as prescribed in Article 172(1) of the Act and Article 194 of the Enforcement Ordinance of the Act shall return to the Company the profit (the “Profits on Short-Term Trade”) when they gain such profit from either sales of certain securities (the “Certain Securities”) as defined in Article 172(1) of the Act 6 months after purchase or purchase thereof 6 months after sales thereof. ② If any shareholder of the Company (including the person owning equity security or depository receipt other than share certificate and the same applies hereinafter) requests the Company to have the person gaining the Profits on Short-Term Trade under the foregoing Paragraph 14.1 to return such Profits, the Company shall take necessary measures within 2 months from the date when it receives such request. ③ If the Securities & Futures Commission informs the Company of the fact of accrual of the Profits on Short-Term Trade under the foregoing Paragraph 14.1, the Responsible Person for Public Notice shall make Public Notice of the following matters without delay on the internet homepage of the Company: 1. Position of the person who shall return the Profits on Short-Term Trade; 2. Amount of Profits on Short-Term Trade; 3. Date of receiving the fact of accrual of the Profits on Short-Term Trade from the Securities & Futures Commission; 4. Plan for request for return of the Profits on Short-Term Trade; and 5. In case that the shareholders of the Company can request the Company to have the person gaining the Profits on Short-Term Trade to return such Profits and if the Company fails to have such person to return such Profits within 2 months from the date of receipt of such request, such shareholders may have such person to return such Profits for and on behalf of the Company. ④ The period of Public Notice as set forth in the foregoing Paragraph 14.3 shall be from the date of receipt of notice of the fact of accrual of the Profits on Short-Term Trade from the Securities & Futures Commission to the earlier of 2 years or the date of return of such Profits.

  • Article 15 (Notice of Sales and Purchase of Certain Securities)

    Upon sales, purchase or other transactions of Certain Securities, the officers and employees as prescribed in Article 172(1) of the Act and Article 194 of the Enforcement Ordinance of the Act shall inform the Responsible Person for Public Notice of the fact thereof.

  • Article 16 (Prohibition of Use of Confidential Important Information)

    Officers and employees shall not use or have others to use any confidential important information (including confidential important information of affiliates) as prescribed in Article 174(1) of the Act for the sales, purchase and other transactions of Certain Securities.
Chapter 5. Supplementary Rules

  • Article 17 (Education)

    ① The Responsible Person for Public Notice and the Person in charge of Public Notice shall complete the education of duties of Public Notice under Articles 36 and 44(5) of the Public Notice Regulations, and the Responsible Person for Public Notice shall inform related officers and employees of the content of such education. ② The representative director shall make its best effort in ensuring that officers and employees will perform the matters as set forth in Clauses 14 to 16 and insider trading will be prevented including provision of education for them.

  • Article 18 (Revision and Repeal of Rules)

    The revision or repeal of these Rules shall be made by the representative director.

  • Article 19 (Official Announcement)

    These Rules shall be officially announced on the homepage of the Company, and the same applies to the cases where these Rules are revised.
Bylaw

  • These Rules shall be executed from Jan. 1, 2019

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