Chapter 3. Disclosure of Inside Information
Article 9 [Types of Disclosure]
The company's disclosures are categorized as follows:
- 1. Reporting and disclosure of major management matters pursuant to Part 1, Chapter 2, Section 1 of the Disclosure Regulations
- 2. Inquiry disclosures pursuant to Part 1, Chapter 2, Section 2 of the Disclosure Regulations
- 3. Fair disclosures pursuant to Part 1, Chapter 2, Section 3 of the Disclosure Regulations
- 4. Voluntary disclosures pursuant to Part 1, Chapter 3 of the Disclosure Regulations
- 5. Submission of securities registration statements pursuant to Part 3, Chapter 1 of the Act
- 6. Submission of business reports pursuant to Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
- 7. Submission of major event reports pursuant to Article 161 of the Act
- 8. Other disclosures required by relevant laws
Article 9-2 [Confirmation of Disclosure Items]
When determining whether an item requires disclosure, including fair disclosure, care must be taken to include matters that may significantly affect stock prices or investment decisions, as specified in Article 6, Paragraph 1, Item 4 of the Disclosure Regulations.
Article 10 [Execution of Disclosure]
① The disclosure officer shall prepare the necessary content and documents for disclosure matters specified in Article 9 and report to the disclosure officer.
② The disclosure officer shall review whether the content and documents comply with relevant laws and report to the CEO before making the disclosure.
Article 10-2 [Prompt Implementation of Disclosure]
The disclosure officer shall make every effort to ensure that inside information is disclosed promptly, even before the disclosure deadline specified in the Disclosure Regulations. (This article was newly established on May 31, 2017.)
Article 11 [Post-Disclosure Measures]
If there are errors or omissions in disclosed content, or if cancellation or amendment is required, the disclosure officer and responsible personnel shall promptly take corrective measures, such as revised disclosure pursuant to Article 30 of the Disclosure Regulations.
Article 12 [Media Inquiries]
① In principle, the CEO or disclosure officer shall respond to media inquiries about the company. When necessary, executives or employees from relevant departments may respond.
② If the company intends to distribute press releases to the media, it must consult with the disclosure officer. The disclosure officer shall report to the CEO regarding the distribution of press releases when necessary.
③ If the content of a press release falls under fair disclosure obligations, the disclosure officer shall ensure disclosure before distribution.
④ If an executive or employee becomes aware that media reports are inaccurate, they must report this to the disclosure officer. The disclosure officer shall report to the CEO and take necessary measures.
Article 12-2 [Verification of Reports]
The disclosure officer, responsible personnel, and departments generating inside information shall routinely verify media reports about the company and take corrective measures if the content is inaccurate.
Article 13 [IR Briefings]
① The CEO shall recognize IR activities as a management responsibility of KOSDAQ-listed companies and strive to build trust with investors by proactively and continuously holding corporate briefings.
② Corporate briefings on the company’s management, business plans, and prospects shall be held in consultation with the disclosure officer.
③ The disclosure officer or responsible personnel shall disclose the date, location, and content of the corporate briefing by the day before the event and post related materials on the Exchange’s disclosure submission system prior to the briefing.
④ All executives and employees shall ensure that undisclosed information subject to fair disclosure obligations is not revealed during corporate briefings.
Article 13-2 [Rumors]
① If rumors are circulating in the market, the disclosure officer shall verify the accuracy and relevance of the rumors to inside information by consulting with relevant business departments.
② If the rumors pertain to disclosure obligations under the Disclosure Regulations, the relevant information shall be disclosed.
Article 13-3 [Requests for Information]
① When shareholders or stakeholders request information about the company, the disclosure officer shall review the legitimacy of the request and decide whether to provide the information.
② To determine whether to provide the requested information, the disclosure officer may seek opinions from the legal department or external legal experts regarding whether the information could affect investors’ decisions or stock prices.
③ If information is provided, Article 12, Paragraph 3 shall apply mutatis mutandis.
Chapter 4. Regulation of Insider Trading etc.
Article 14 [Return of Short-Swing Profit]
① Executives and employees specified in Article 172, Paragraph 1 of the Act and Article 194 of its Enforcement Decree shall return to the company any profit (hereinafter referred to as "short-swing profit") obtained from buying and selling specific securities (hereinafter referred to as "specific securities") within six months, or selling and buying specific securities within six months.
② If a shareholder of the company (including holders of equity securities or depositary receipts other than stocks) requests the company to demand the return of short-swing profits from the person who obtained them, the company shall take necessary measures within two months from the date of the request.
③ If the Financial Services Commission notifies the company of the occurrence of short-swing profits, the disclosure officer shall promptly disclose the following information on the company’s website:
- 1. Position of the person required to return short-swing profits
- 2. Amount of short-swing profits
- 3. Date of notification from the Financial Services Commission regarding short-swing profits
- 4. Plan for demanding the return of short-swing profits
- 5. Statement that shareholders may request the company to demand the return of short-swing profits, and if the company does not make the demand within two months, shareholders may make the demand on behalf of the company
④ The disclosure period shall be from the date of notification by the Financial Services Commission until either two years have passed or the short-swing profits have been returned, whichever comes first.
Article 15 [Notification of Transactions]
Executives and employees specified in Article 172, Paragraph 1 of the Act and Article 194 of its Enforcement Decree shall notify the disclosure officer of any transactions involving the purchase, sale, or other dealings of specific securities.
Article 16 [Prohibition of Use of Material Non-Public Information]
Executives and employees shall not use material non-public information (including that of affiliated companies) as specified in Article 174, Paragraph 1 of the Act for the purchase, sale, or other transactions of specific securities, nor shall they allow others to use such information.
Chapter 5. Supplementary Provisions
Article 17 [Training]
① The disclosure officer and responsible personnel shall complete training related to disclosure duties as specified in Articles 36 and 44, Paragraph 5 of the Disclosure Regulations, and the disclosure officer shall inform relevant executives and employees of the training content.
② The CEO shall make sufficient efforts to provide training to executives and employees to prevent insider trading and comply with Articles 14 through 16 and other relevant laws.
Article 18 [Amendment and Repeal]
Amendments or repeal of these regulations shall be decided by the board of directors.
Article 19 [Promulgation]
These regulations shall be published on the company’s website. The same applies when the regulations are amended.