Chapter 1 General Provisions

Article 1 (Purpose)

The purpose of these Regulations is to set out matters for general management and adequate disclosure of the Company’s inside information for prompt and accurate public disclosure and prevention of inside trading by officers/employees under the Financial investment services and capital markets act (“the Act”) and other relevant regulations.

Article 2 (Definitions)

• ① “Inside information” refers to what is stated as public disclosure-related obligations stipulated in the KOSDAQ Public Disclosure Regulations, Part 1 of the Korea Exchange (“KRX”) (“the Public Disclosure Regulations”) and the status of the Company’s management and assets, which may have an impact on investors’ investment-related judgment.
• ② “Public Disclosure Manager” refers to the person entrusted by the Company to engage in the business of reporting on behalf of the Company under the Public Disclosure Regulations, Article 2 (4).
  
• ③ “Officers” refers to directors (including those stated in the Commercial Act, Article 401-2 (1) and auditors.
  
• ④ Definitions of terms used in these Regulations other than those stated in the foregoing ① through ③ shall follow those stated in relevant laws and regulations.
  
  

Article 3 (Scope of Application)

Except those stipulated in relevant laws and regulations and the Company’s Articles of Incorporation, matters pertaining to public disclosure, inside trading and inside information management shall follow these Regulations.

Chapter 2 Inside Information Management

Article 4 (Inside Information Management)

• ① Officers/employees shall stringently manage the Company’s inside information that they have come to know while working for the Company and shall not disclose such information to others within or without the Company unless required for the Company’s business.
  
• ② The Representative Director shall take steps for adequate management of inside information including setting detailed criteria for safekeeping, takeover, or destruction of inside information and relevant documents.
  
  

Article 5 (Public Disclosure Manager)

• ① The Representative Director shall report the appointment or replacement of the Public Disclosure Manager to the KSE immediately.
  
• ② The Public Disclosure Manager shall engage in establishment and operation of the inside information-related management system and carry out the following duties.
  
• 1. Execution of public disclosure
  
• 2. Check and assessment of the status of operation of the inside information management system
  
• 3. Review of inside information; decision on public disclosure
  
• 4. Taking steps needed for operation of the inside information management system, including education of officers/employees
  
• 5. Direction and supervision of departments or officers/employees in charge of inside information management or public disclosure
  
• 6. Other duties deemed necessary by the CEO for management of the inside information supervision system
  
  
• ③ The Public Disclosure Manager shall have the following rights in carrying out his/her duties.
  
• 1. The right to ask for submission of, and for accessing, inside information-related documents and records
  
• 2. The right to listen to the opinions of officers/employees of a department in charge of accounting or auditing, or business related to creation of inside information
  
• ④ The Public Disclosure Manager may consult with officers in charge of the relevant business and obtain experts’ assistance at the Company’s expense in carrying out his/her duties.
  
• ⑤ The Public Disclosure Manager shall report the status of the operation of inside information management system periodically to the Representative Director (or the Board of Directors).
  
  

Article 6 (Employee in Charge of Public Disclosures)

• ① The Representative Director shall report the appointment or replacement of the employee in charge of Public Disclosure to the KSE immediately.
  
• ② The employee in charge of Public Disclosure shall report directly to the Public Disclosure Manager concerning inside information management-related matters and carry out the following duties.
  
• 1. Collection and review of inside information; reporting said information to the Public Disclosure Manager
  
• 2. Duties necessary for execution of public disclosure
  
• 3. Checking matters required for inside information management including revision of relevant regulations; reporting said information to Public Disclosure Manager
  
• 4. Other duties recognized by the Representative Director or the Public Disclosure Manager as being necessary
  
  

Article 7 (Provision of Inside Information to Public Disclosure Manager)

• ① In the event of occurrence of each of the following, officers and department managers shall provide the relevant information to the Public Disclosure Manager in a timely fashion.
  
• 1. (Expected) occurrence of inside information
  
• 2. (Expected) occurrence of a situation where the status of previously disclosed inside information should be revoked or changed
  
• 3. The Public Disclosure Manager’s request for such information
  
• ② The Public Disclosure Manager and the Representative Director shall establish an efficient information delivery system for the timely provision of inside information to the Public Disclosure Manager stated in the foregoing ① and may arrange so that officers/employees may get the assistance of the Public Disclosure Manager in the process for obtaining the approval concerning public disclosure-related obligations if necessary.
  
  
  

Article 7-2 (Largest Shareholder-related Information Management)

The Public Disclosure Manager shall explain public disclosure-related obligations and requirements to the largest shareholder in detail to carry out the public disclosure business more efficiently and establish the information delivery system in a way to have the largest shareholder deliver the relevant information in a timely fashion.

Article 7-3 (Provision of Subsidiary-related Inside Information Public Disclosure Manager)

• ① Where there is (expected) occurrence of inside information in a subsidiary concerning disclosure-related obligations, the Company shall have the subsidiary inform the Public Disclosure Manager or the employee in charge of the content immediately.
  
• ② As Regarding the need for more efficient management of inside information concerning public disclosure-related obligations stated in the foregoing ①, the Company shall have the subsidiary designate an information manager and inform the Company of such designation or replacement immediately.
  
• ③ The Company may ask the subsidiary for submittal of relevant materials as required for public disclosure-related business.
  
  

Article 8 (Provision of Inside Information to Outsiders)

• ① Where officers/employees need to inevitably provide inside information to the other party of a transaction, outside auditors, agents, or a party cooperating with the Company in legal/management consulting on a contract basis due to the business, they shall report it to the Public Disclosure Manager.
  
• ② In the event of what is stated in the foregoing ①, the Public Disclosure Manager shall take the necessary steps, including the signing of an inside information-related confidentiality agreement with the relevant parties.
  
• ③ Where there occurs a fair public disclosure obligation concerning the provision of inside information stated in the foregoing ①, the public disclosure process shall be carried out immediately (unless the case falls under the category of exception in application stipulated in the Public Disclosure Regulations, Article 15).
  
  
  

Chapter 3 Disclosure of Inside Information

Article 9 (Public Disclosure Types)Types of public disclosure carried out by the Company shall be as follows:

Article 9-2 (Those Subject to Public Disclosure)

In judging the scope of obligations of public disclosure including fair public disclosure per these Regulations, the Company shall see to those matters that may have a significant effect on stock prices or investment-related judgment under the Public Disclosure Regulations, Article 6 (1) 4

Article 10 (Execution of Public Disclosure)

• ① In the event of occurrence of a public disclosure-related situation stated in Article 9 hereof, the employee in charge of public disclosure shall submit a report, along with necessary documents, to the Public Disclosure Manager.
• ② The Public Disclosure Manager shall check to see whether the content and documents stated in the foregoing ① conform to the law, and shall report the result to the Representative Director before proceeding with public disclosure.

Article 10-2 (Promptness in Public Disclosure)

In the event of occurrence of a public disclosure-related situation stated in Article 9 hereof, the Public Disclosure Manager shall do his/her best for public disclosure of relevant inside information in time even before the scheduled timing of public disclosure stipulated in the relevant regulations.

Article 11 (Post-Public Disclosure Steps)

Where there is an error or omission in the content of public disclosure that is made or there is a need to cancel or change the content, the Public Disclosure Manager and the employee in charge of public disclosure shall take remedial steps, including public disclosure for correction, immediately under the Public Disclosure Regulations, Article 30.

Article 12 (Coverage by News Media)

• ① Where there is a request for coverage from news media and the like, the Representative Director or the Public Disclosure Manager shall be responsible for responding to such a request or may delegate another relevant officer/employee do the job instead.
  
• ② Where it is necessary to distribute a press release, the relevant officer/employee shall consult with the Public Disclosure Manager in advance. Where needed, the Public Disclosure Manager shall report matters concerning the distribution of a press release to the Representative Director.
  
• ③ Where the content of the press release stated in the foregoing ② falls under the category of fair public disclosure, the Public Disclosure Manager shall follow public disclosure procedures before the press release.
  
• ④ Where what is reported by news media about the Company is not true, the relevant officer/employee shall report it to the Public Disclosure Manager. Thereon, the Public Disclosure Manager shall report it to the Representative Director and take necessary steps.
  
  

Article 12-2 (Ascertainment of News Report Content)

The Public Disclosure Manager, the employee in charge of public disclosure, and the department associated with the occurrence of inside information shall check the Company-related news report on a daily basis and take steps for correction of what is not true.

Article 13 (Corporate Explanatory Session)

• ① The Representative Director shall hold explanatory sessions for the Company periodically in a bid to win investors’ trust based on the recognition that IR activities are an important part of management of a KOSDAQ business.
  
• ② The Company shall consult with the Public Disclosure Manager when planning to hold an explanatory session concerning its management, business plan, and business prospects.
  
• ③ The Public Disclosure Manager or the employee in charge of public disclosure shall put information on the hour/date, place, and content of a scheduled explanatory session on public notice and make the relevant materials available on the disclosure system of the KSE before the explanatory session.
  
• ④ The Company’s officers/employees shall take care lest information falling under the category of fair public disclosure should be disclosed in advance of a scheduled explanatory session.
  
  

Article 13-2 (Rumor)

• ① Where there is a rumor about the Company spread in the market, the Public Disclosure Manager shall check to see whether it is true and falls under the category of inside information by contacting relevant departments.
  
• ② Where the rumor stated in the foregoing ① falls under the category of public disclosure-related obligations, the Public Disclosure Manager shall disclose the information to the public.
  
  

Article 13-3 (Request for Provision of Information)

• ① Where there is a request for disclosure of Company-related information from shareholders, stakeholders or the like, the Public Disclosure Manager shall decide whether to comply with such a request by reviewing the legitimacy of the request.
  
• ② The Public Disclosure Manager may listen to the opinions of those of the Company’s legal department or outside legal experts to see whether the information requested as stated in the foregoing ① may have an impact on investors’ investment-related judgment and stock prices before deciding to provide such information.
  
• ③ Where the Company provides information upon the decision stated in the foregoing ①, Article 12 (3) shall apply mutatis mutandis.
  
  
  

Chapter 4 Regulation on Insider Trading, etc.

Article 14 (Return of Short-term Profit Margin)

• ① Where employees stated in the Act, Article 172 (1) and its Enforcement Ordinance, Article 194, and officers have earned profit by selling specific securities stated in the Act, Article 172 (1) (“specific securities, etc.”) within 6 (six) months of purchasing them or purchasing such within 6 (six) months of selling them, they shall return such profit (“short-term profit margin”) to the Company.
  
• ② Where the Company’s shareholder (including one in possession of equity securities or depositary receipts other than stock certificates - The same applies whenever “shareholder” appears in this Article 13.) asks the Company to ask one who has earned short-term profit margin stated in the foregoing ① to return the profit, the Company shall take necessary steps within 2 (two) months of receiving such a request.
  
• ③ Where the Securities and Futures Commission informs the Company of the occurrence of short-term profit margin as stated in the foregoing ①, the Public Disclosure Manager shall post the following information at the Company’s homepage immediately:
  
• 1. The position of the officer/employee who should return the short-term profit margin
  
• 2. The amount of the short-term profit margin
  
• 3. The date of which the said Commission informed the Company
  
• 4. The plan to have the short-term profit margin returned to the Company
  
• 5. The fact that the shareholder has the right to ask the Company for such return and that, where the Company fails to ask for such return within 2 months, the shareholders may ask for such return on behalf of the Company
  
• ④ The public disclosure period stated in the foregoing ③ shall be for 2 years from the date of the said Securities and Futures Commission’s notice on the occurrence of the short-term profit margin or up to the date of return of the short-term profit margin, whichever comes earlier.
  
  

Article 15 (Notice on Transaction of Specific Securities, etc.)

Where employees stated in the Act, Article 172 (1) and its Enforcement Ordinance, Article 194, and officers engage in the sale/purchase of specific securities, etc.) or another type of transaction related to specific securities, etc., they shall inform the Public Disclosure Manager.

Article 16 (No Use of Important Undisclosed Information)

No officer/employee shall (let a third party) use important undisclosed information stated in the Act, Article 174 (1) (including such information related to an affiliate) in transaction to specific securities, etc. or other similar transactions.

Chapter 5 Supplementary Rules

Article 17 (Education)

• ① The Public Disclosure Manager and the employee in charge of public disclosure shall go through public disclosure-related education stipulated in the Public Disclosure Regulations, Articles 36 and 44 (5). The Public Disclosure Manager shall communicate the content of said education to the relevant officers/employees.
  
• ② The Representative Director shall make sufficient education-related endeavor toward officers/employees including what is stated in Articles 14 through 16 hereof and education designed for prevention of inside trading as stipulated by the Act.
  
  

Article 18 (Revision/Abolition)

The Representative Director shall be responsible for revision or abolition of these Regulations.

Article 19 (Announcement)

The public notice of these Regulations and their revision shall be posted on the Company’s homepage.



Additional Rules

These Regulations shall be implemented from September 20, 2017.