Regulations on Internal
Information Management

Internal Standards for Transparent Management

• Chapter 1 General Provisions

  Article 1 (Purpose)

  The purpose of these Regulations is to prescribe matters concerning the comprehensive management and appropriate disclosure of the Company’s internal information in order to ensure prompt and accurate disclosure and to prevent insider trading by officers and employees in accordance with the Financial Investment Services and Capital Markets Act (hereinafter referred to as the “Act”) and related laws and regulations.

   

  Article 2 (Definitions)

  ① The term “Internal Information” as used in these Regulations means matters subject to disclosure under Part I of the KOSDAQ Market Disclosure Regulations (hereinafter referred to as the “Disclosure Regulations”) of the Korea Exchange (hereinafter referred to as the “Exchange”), as well as other matters relating to the management or financial condition of the Company that may affect investors’ investment decisions.

  ② The term “Disclosure Officer” as used in these Regulations means a person authorized to perform disclosure-related reporting duties on behalf of the Company pursuant to Article 2, Paragraph 4 of the Disclosure Regulations.

  ③ The term “Officer” as used in these Regulations means directors (including persons falling under any subparagraph of Article 401-2, Paragraph 1 of the Commercial Act) and auditors.

  ④ Except for Paragraphs 1 through 3, the definitions of terms used in this regulation shall be governed by those of terms used in relevant laws and regulations. 

   

  Article 3 (Scope of Application)

  Matters concerning disclosure, insider trading, and inside information management shall be governed by these regulations, except as otherwise provided in relevant laws or the Articles of Incorporation 

• Chapter 2 Management of Internal Information

  Article 4 (Management of Internal Information)

  ① Executives and employees shall strictly manage the Company’s inside information obtained in the course of their duties and shall not leak such information internally or externally, except when necessary for business purposes.

  ② The CEO shall establish specific standards regarding the storage, transmission, and destruction of inside information and related documents, etc., for measures required for the management of inside information.

  
  

   

  Article 5 (Disclosure Officer)

  ① The Chief Executive Officer shall designate a Disclosure Officer and report such designation to the Exchange without delay. The same shall apply in the event of any change to the Disclosure Officer.

  ② The Disclosure Officer shall oversee matters related to the establishment and operation of the internal information management system and shall perform the following duties:

   

  Execution of disclosures

  Inspection and evaluation of the operation of the internal information management system

  Review of internal information and determination of whether disclosure is required

  Necessary measures for the operation of the internal information management system, including training for officers and employees

  Direction and supervision of departments, officers, and employees responsible for the management of internal information or disclosure-related duties

  Other duties deemed necessary by the Chief Executive Officer for the operation of the internal information management system

   

  ③ In performing his or her duties, the Disclosure Officer shall have the following authority:

  The authority to request the submission of and inspect various documents and records related to internal information

  The authority to hear necessary opinions from officers and employees of departments responsible for accounting or auditing duties, or other departments related to the generation of internal information

  ④ The Disclosure Officer may consult with executives responsible for relevant duties when necessary for their duties, and may seek the assistance of experts at the company's expense.

  ⑤ The Disclosure Officer shall regularly report the status of operation of the internal information management system to the Chief Executive Officer (or the Board of Directors).

   

  Article 6 (Disclosure Staff)

  ① The Chief Executive Officer shall designate Disclosure Staff and report such designation to the Exchange without delay. The same shall apply in the event of any change to the Disclosure Staff.

  ② When managing inside information, the Disclosure Manager shall perform the following duties under the direction of the Disclosure Officer:

  Collection and review of internal information and reporting thereof to the Disclosure Officer

  Duties necessary for the execution of disclosures

  Verification of matters necessary for the management of internal information, including changes in disclosure-related laws and regulations, and reporting thereof to the Disclosure Officer

  Other matters deemed necessary by the Chief Executive Officer or the Disclosure Officer

   

  Article 7 (Concentration of Internal Information)

  ① In the event of any of the following, executives and the heads of each department shall provide related information to the disclosure officer in a timely manner. 

  1.       When inside information arises or is expected to arise

  2.       When a reason arises or is expected to arise for the cancellation or modification of matters already disclosed among the inside information

  3.       When requested by the Disclosure Officer 

  ② The Disclosure Officer and the Chief Executive Officer shall establish an efficient internal communication system to ensure the timely provision of internal information under Paragraph 1 and may, where necessary, require cooperation from the Disclosure Officer during the approval process for duties related to disclosure obligations.

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

  The Disclosure Officer shall establish an information delivery system to fully explain the relevant facts to the largest shareholder and receive the relevant information in a timely manner. 

  Article 7-3 (Concentration of Internal Information of Subsidiaries)

  ① Where internal information related to disclosure obligations arises or is expected to arise in a subsidiary, the Company shall require the subsidiary to immediately notify the Company’s Disclosure Officer or Disclosure Staff of such information.

  ② The Company shall appoint a person in its subsidiaries to manage disclosure-related information and efficiently manage inside information related to disclosure obligations under Paragraph 1. When designating or changing such a person, the Company shall ensure that the Company’s disclosure officer or disclosure manager is notified immediately.

  ③ The Company may request subsidiaries to submit relevant materials to the extent necessary for disclosure duties.

  
  

  Article 8 (Provision of Internal Information to External Parties)

  ① Where officers or employees are unavoidably required to provide internal information to the Company’s business partners, external auditors, agents, or persons with whom the Company has entered into legal advisory or management consulting agreements for business purposes, they shall report such matters to the Disclosure Officer.

  ② In the case of Paragraph 1, the Disclosure Officer shall take necessary measures, including entering into confidentiality agreements regarding the relevant internal information.

  ③ Where an obligation of fair disclosure arises in providing internal information pursuant to Paragraph 1, such information shall be disclosed without delay (except for the exceptions to the application of Article 15 of the Disclosure Regulations).

• Chapter 3 Disclosure of Internal Information

  Article 9 (Types of Disclosure)

  The Company’s disclosures shall be classified as follows:

  Reports and disclosures of material management matters pursuant to Part I, Chapter 2, Section 1 of the Disclosure Regulations

  Inquiry disclosures pursuant to Part I, Chapter 2, Section 2 of the Disclosure Regulations

  Fair disclosures pursuant to Part I, Chapter 2, Section 3 of the Disclosure Regulations

  Voluntary disclosures pursuant to Part I, Chapter 3 of the Disclosure Regulations

  Submission of securities registration statements, etc. pursuant to Part III, Chapter 1 of the Act

  Submission of business reports, etc. pursuant to Articles 159, 160, and 165 of the Act and Part I, Chapter 2, Section 4 of the Disclosure Regulations

  Submission of reports on material events pursuant to Article 161 of the Act

  Other disclosures required under applicable laws and regulations

  Article 9-2 (Verification of Disclosure Matters)

  The determination of whether matters are subject to disclosure obligations, including fair disclosure pursuant to this regulation, shall also include matters that have or may have a significant impact on stock prices or investment decisions pursuant to Article 6, Paragraph 1, Subparagraph 4 of the Disclosure Regulations.

   

  Article 10 (Execution of Disclosure)

  ① In the event of a matter subject to disclosure under Article 9, the disclosure manager shall prepare the necessary details and gather the necessary documents, etc., and report them to the person in charge of disclosure.

  ② ② The disclosure officer shall review whether the details and documents, etc. set forth in Paragraph 1 violate relevant laws and regulations, and report the findings to the CEO prior to disclosure.

  Article 10-2 (Timely Fulfillment of Disclosure)

  In the event of matters subject to disclosure under Article 9, the Disclosure Officer shall make every effort to ensure that relevant internal information is disclosed in a timely manner, even before the disclosure deadline under the Disclosure Regulations.

   

  Article 11 (Follow-Up Measures After Disclosure)

  In the event of errors or omissions in the disclosed information, or if cancellation or change is required, the Disclosure Officer and the Disclosure Manager shall take measures to rectify the matter without delay, such as making a corrective disclosure in accordance with Article 30 of the Disclosure Regulations.

   

  Article 12 (Media Coverage and Press Inquiries)

  ① In principle, the CEO or the Disclosure Officer shall respond to interview requests from media outlets, etc. If necessary, executives or employees of relevant departments may be allowed to respond to interviews.

  ② The Company shall consult with the Disclosure Officer regarding the distribution of press releases to media outlets, etc. If necessary, the Disclosure Officer shall report matters related to the distribution of the press release to the CEO.

  ③ Where the contents of a press release distributed pursuant to Paragraph 2 constitute matters subject to fair disclosure, such information shall be disclosed prior to the distribution of the press release.

  ④ Any officer or employee who becomes aware that media reports differ from the facts shall report such matter to the Disclosure Officer. The Disclosure Officer shall report the relevant matter to the Chief Executive Officer and take necessary measures.

  Article 12-2 (Verification of Media Reports)

  The Disclosure Officer, the Disclosure Manager, and the department with inside information shall check news reports related to the Company by media outlets, etc., on a regular basis and take measures to correct any information that differs from the facts.

   

  Article 13 (Corporate Briefings)

  ① The Chief Executive Officer shall recognize that IR activities are part of the management responsibilities of a KOSDAQ-listed corporation and shall endeavor to build trust with investors and related parties through voluntary and continuous corporate briefings.

  ② Corporate briefings regarding the Company’s management status, business plans, and outlook shall be conducted in consultation with the Disclosure Officer.

  ③ The Disclosure Officer or Disclosure Staff shall disclose the date, time, location, and details of a corporate briefing no later than the day before the briefing and shall upload related materials to the Exchange’s disclosure submission system prior to the briefing.

  ④ All executives and employees of the company shall be careful to ensure that information subject to fair disclosure not disclosed in advance is not revealed during the investor relations session.

   

  Article 13-2 (Rumors)

  ① The Disclosure Officer shall verify whether rumors circulated in the market are true and whether they constitute inside information through consultations with relevant business departments, etc. 

  ② If the verification results pursuant to Paragraph 1 show that the relevant rumor constitutes a matter subject to disclosure under the disclosure regulations, the relevant information shall be disclosed. 

   

  Article 13-3 (Requests for Information)

  ① In the event of a request for the disclosure of information related to the Company from shareholders, stakeholders, etc., the Disclosure Officer shall review the legality of such request and decide whether to provide the relevant information.

  ② The Disclosure Officer may seek the opinions of the legal department or external legal experts, etc., regarding whether the requested information could affect investors' investment decisions or stock prices. 

  ③ Paragraph 3 of Article 12 shall apply mutatis mutandis to the information provided pursuant to the decision under Paragraph 1. 

  
  

  Article 14 (Return of Short-Swing Profits) 

  ① Executives and employees prescribed by Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act shall return to the Company any profit (hereinafter “short-swing profits”) obtained by selling specific securities, etc. (hereinafter “specific securities, etc.”) under Article 172, Paragraph 1 of the Act within six months of purchasing them, or by purchasing specific securities, etc. within six months of selling them.

  ② If a shareholder of the Company (including a person who owns equity securities other than share certificates or securities deposited with the Company; hereinafter the same applies in this Article) requests the Company to claim the return of the short-swing profits from the person who obtained the short-swing profits pursuant to Paragraph 1, the Company shall take necessary measures within two months from the date of receiving such request.

  ③ In the event that the Securities and Futures Commission notifies the Company of short-swing profits pursuant to Paragraph 1, the Disclosure Officer shall disclose the following on the Company’s internet homepage without delay:

  1. Status of the person required to return the short-swing profits 

  2. Amount of the short-swing profits 

  3. The date on which the Company received notification of the short-swing profits  from the Securities and Futures Commission

  4. Plan to claim the return of the short-swing profits 

  5. Meaning that a shareholder of the Company may request the Company to claim the return of the short-swing profits from the person who obtained the short-swing profits, and that if the Company fails to make such claim within two months from the date of receiving the request, the shareholder may make the claim on behalf of the Company. 

  ④ The disclosure period under Paragraph 3 shall be the earlier of two years from the date of receiving notification of the short-swing profits from the Securities and Futures Commission or the date on which the short-swing profits were returned.

  
  

  Article 15 (Notification of Trading, etc. of Specific Securities, etc.)

  Executives and employees specified in Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act shall notify the Disclosure Officer of relevant facts, such as the buying and selling of specific securities, etc. or other transactions. 

  
  

  Article 16 (Prohibition of Use of Non-public Material Information)

  Executives and employees shall not use non-public material information (including non-public material information of affiliated companies) as prescribed in Article 174, Paragraph 1 of the Act for the buying, selling, or other transactions of specific securities, etc., or allow others to use it. 

  ※ To prevent unfair trading practices, such as the prohibition of insider trading and the return of short-swing profits, and to report shareholdings, the Company may register with the “KRX-Insider Trading Alarm Service” provided by the Korea Exchange and utilize it for notifications and reports under Articles 14 through 16.

  
  

  Chapter 5 Supplementary Provisions

  Article 17 (Education)

  ① The Disclosure Officer and the Disclosure Manager shall complete education, etc. regarding disclosure duties pursuant to Article 36 and Article 44 (5) of the Disclosure Regulations, and the Disclosure Officer shall notify relevant executives and employees of the contents of the education.

  ② The CEO shall make every effort to educate executives and employees on the matters under Articles 14 through 16 and other matters prescribed by law to prevent insider trading, etc.

  
  

  Article 18 (Amendment or Repeal of Regulations)

  These Regulations shall be amended or repealed by the CEO.

  
  

  Article 19 (Announcement of Regulations)

  These Regulations shall be published on the Company’s homepage. The same shall apply when the Regulations are amended.

  
  

  Additional Clauses

  These Regulations shall take effect on December 15, 2021.