Article
1 [Purpose]
These
regulations aim to define matters related to the
comprehensive management and appropriate Public Announcement (or Public
Disclosure) of internal information
for
the company Philoptics Co., Ltd. (hereinafter referred to as the “Company”) in order
to promptly and accurately disclose pertinent information
and to prevent insider trading by executives and employees according to the
『Capital Markets and Financial Investment Business Act』 (hereinafter referred
to as the “LAW”) and associated laws and regulations.
Article
2 [Definition of Terms]
1. “Internal
information”
herein refers to
Public Announcements that the Company is obligated to disclose under
the KOSDAQ market Public Announcement Regulations (hereinafter
referred to as “Public Announcement Regulations”) of Korea Exchange
(hereinafter referred to as “KRX”) as
well as other information pertaining to the Company’s
business dealings and/or assets that
may affect investor decisions.
2. The term “Public Announcement Officer” herein refers to the
person/people tasked with making public announcements on behalf
of the Company
pursuant
to Article 2, Paragraph 4 of the Public Announcement Regulations.
3. The term “Executive” herein refers to any director
(including any person
falling under any of the subparagraphs of Article 401-2 (1) of the 『Commercial
Act』) and/or
auditor officially associated with the Company.
4. In addition to Paragraphs 1
through 3, the definition of terms used in these regulations shall
be based on the definitions of
terms stipulated
by related laws
and regulations.
Article
3 [Scope]
All
matters related
to Public Announcements,
insider
trading, and internal information management shall be
subject to these regulations, with the exception of those officially exempt
according to relevant laws and articles of
incorporation.
Article
4 [Management of Internal Information]
1. Executives/employees shall strictly manage any and all internal information
acquired
in relation to their work, and shall not disclose
any such information
either
inside
or outside the company
unless necessary for business operations.
2. The CEO of
the Company shall implement necessary measures for the
management of internal information, such as the
setting of specific guidelines for the storage, transmission,
and/or
destruction
of internal information and related documents.
※ If
the Company currently employs an executive officer, the term “Chief
Executive Officer (CEO)” shall be replaced with “Representative Executive
Officer” and
the same requirements
shall be applied.
Article
5 [Public Announcement Officer]
1. The CEO shall designate a Public Announcement Officer and report the
designation of the officer to the KRX without delay. Any
changes to the Public Announcement Officer
shall also be reported without delay.
2. The Public Announcement Officer shall supervise and direct business
related to
the establishment and operation of the internal information management system,
and perform the following tasks:
① Execution
of Public Announcements;
② Verification
and evaluation of the operation status of the internal
information management system;
③ Review
internal information
and decide whether such information should be disclosed;
④ Take
necessary actions for the operation of the internal
information management system, such as implementing training programs for
executives and employees;
⑤ Direct
and
supervise departments, executives, and employees in
charge of internal information management and/or public
announcements
(Public
Announcements);
and
⑥ Carry
out
other tasks recognized by the CEO as necessary for the operation of the
internal information management system.
3. The Public Announcement Officer shall have the following types
of authority in relation to his/her duties:
① Authority to request the submission of and
view various documents
and records related to internal information; and
② Authority to request
necessary opinions
from the executives and employees of departments in charge of accounting and/or
auditing
and other departments in charge of business tasks related
to the generation of internal information.
4. The Public Announcement Officer has the authority to consult
with executives
in
charge of related
tasks if
necessary to perform
his/her duties and to receive expert assistance
at the Company's
expense.
5. The Public Announcement Officer shall report the
operation status of the internal information management system to the CEO (or
the board of directors) on a regular basis.
Article
6 [Public Announcement Manager]
1. The CEO shall appoint a Public Announcement Manager and report the
appointment to
the Korea Exchange. Any changes to the Public Announcement
Manager shall also
be reported
without delay.
2. The Public Announcement Manager shall be under the direction of the Public
Announcement Officer for the management of internal information
and
to perform the
following tasks:
① Collection
and
review of internal
information and report of such information to
the Public Announcement Officer;
② Necessary tasks for the
execution of public announcements;
③
Confirmation
of matters necessary
for the management of internal information, such as changes in laws and
regulations related to public announcements and the
report of such matters to the Public Announcement Officer; and
④ Performance
of other tasks
related as deemed
necessary by the CEO or Public Announcement Officer.
Article
7 [Concentration of Internal Information]
1. The executives and heads of each department shall provide the Public
Announcement Officer with pertinent information in a timely
manner in any of the following cases:
① When internal information is generated or is expected to be generated;
② When internal
information
that already has been publicly announced is expected to be retracted
and/or revised; and
③ In
the case of a request from the Public Announcement
Officer.
2. The CEO and Public Announcement
Officer shall establish an efficient information delivery system within the
company for the timely provision of internal information pursuant to Paragraph
1 and, if necessary, the CEO shall ensure the cooperation of
the Public Announcement
Officer for
work processes related to public announcement
obligations.
Article
7-2 [Management of Information Concerning The Largest Shareholder]
The Public Announcement Officer shall fully explain relevant
facts
to the largest shareholder and implement an information delivery
system so that information can
be delivered in a smooth and timely manner,
so
that the Public Announcement Officer can fulfill his/her duties to the
largest shareholders and fulfill other public announcement
obligations.
Article
7-3 [Concentration of Internal Information of Subsidiary Companies]
1. The Company shall ensure that its Subsidiary Companies
immediately
notify the Company's Public Announcement Officer or Public Announcement Manager
of pertinent
information
when internal
information
related to Public
Announcement obligations is generated or is expected to be
generated by
the relevant Subsidiary
Company.
2. In order to efficiently manage the internal
information related to Public Announcement
obligations,
pursuant to
Paragraph 1, the
Company shall designate a person responsible for handling Public Announcements
in each Subsidiary Company. Furthermore, the Company shall
ensure that the
Public Announcement
Officer or Public Announcement Manager is notified of any changes to the
aforementioned designation.
3. The Company may ask its Subsidiary Companies
to submit related information to the extent necessary for Public
Announcements.
Article
8 [Disclosure
of
Internal Information Outside The
Company]
1. In the case in which an
executive or employee of the Company is inevitably required to provide
internal
information to an outside party (or parties)—including
company partners,
external auditors, agents, or any other party who
has entered into an advisory contract with the Company—such as for
legal or
management purposes,
the pertinent information
shall be reported to the Public Announcement Officer.
2. In the
cases outlined in Paragraph 1, the Public Announcement Officer shall be
responsible for taking necessary measures, such as signing contracts
for maintaining
the confidentiality
of related internal information.
3. In
the case in which a public announcement obligation arises pursuant
to
Paragraph 1, the
pertinent information shall be disclosed without delay (except for
cases that
are exempt under Article 15 of the Public Announcement
Regulations).
Article
9 [Types of Public Announcements]
Public
Announcements for the Company shall be classified as follows:
1. "Report on Major Management Matters and Public Announcements"
pursuant
to Subsection
1, Chapter
2 of the Public Announcement Regulations, Section 1;
2. Viewable Public Announcements
pursuant
to Subsection
2, Chapter
2 of the Public Announcement Regulations Section 1;
3. Public Announcement pursuant to
Section 3 of Chapter 2 of the Public Announcement Regulations Section 1;
4. Autonomous Public Announcement
pursuant to Chapter 3 of the Public Announcement Regulations Section 1;
5. Submission of reports,
such
as securities reports,
pursuant
to Chapter 1, Part
3 of the Act;
6. Submission of
reports, such
as management commentary
(management reports),
pursuant to
Article159, 160, and 165 of the Act as well as Section 4,
Chapter 2 of
the Public Announcement Regulations Section 1;
7. Submission of reports on major
matters pursuant to Article 161 of the Act; and
8. Public Announcements
pursuant
to other laws and regulations.
Article
9-2 [Confirmation of Information Subject to
Public Announcements]
In
order to determine whether a given piece information falls
under the “Obligations
of
Public Announcement s”—including Fair
Public Announcements
pursuant
to these
regulations—careful discretion is required to include items that have or may
have a significant
impact on stock prices and/or investment
judgments,
pursuant to Subparagraph 4, Paragraph 4 of Article 6 of the Public
Announcement Regulations.
Article
10 [Execution of Public Announcements]
1. In
relation to information or another matter that is subject to Public
Announcement, as specified in Article 9,
the Public
Announcement Manager shall fill out any necessary
details, prepare any necessary documents, and submit
them
to the Public Announcement Officer.
2. The Public Announcement Officer shall then review
the
details and documents
submitted pursuant to Paragraph 1,
and after verifying that they do not violate any
relevant laws
and regulations, submit them
to the CEO and
make a public announcement.
Article
10-2 [Prompt Execution of Public Announcements]
In the event that a Public Announcement matter
arises, pursuant to Article 9, the Public Announcement Officer shall
make every effort to ensure that the relevant internal information is publicly
disclosed in a timely manner, prior to the Public Announcement
deadline,
in accordance with all relevant Public Announcement Regulations.
Article
11 [Follow-up Measures after Public Announcement]
In
the case that an error or omission has
been found in previously disclosed information, or in
the case that previously disclosed information is in
need of retraction and/or amendment, the Public Announcement Officer and
Public Announcement Manager shall take appropriate measures without
delay in accordance
with Article 30 of the Public Announcement Regulations.
Article
12 [Reporting by Media]
1. In principle, the CEO or Public Announcement Officer shall respond to the
request for coverage by the media. If necessary, the executives and staff of
the relevant department may respond to the interview.
2. In
the case in which the Company intends to distribute a
press release to
media outlets, the Public Announcement Officer
shall be consulted with prior to press release distribution. The
Public Announcement Officer shall, if necessary, report matters related to the
distribution of the press release to the CEO.
3. In the case in which the contents
of the press release distributed pursuant to Paragraph 2 are subject to the
Fair Public Announcement, the Public Announcement Officer shall disclose the
relevant contents prior to the distribution of the press
release.
4. Any executive or employee who is aware of any discrepancies
between information reported by the media and facts known within the company
must report these discrepancies to the Public Announcement
Officer. The Public Announcement Officer shall then
report the
relevant matters to the CEO and take necessary actions.
Article
12-2 [Checking of Media Coverage Contents]
The Public Announcement Officer, Public Announcement Manager, and the internal
information generation department shall routinely check the contents of
company-related media coverage by media outlets
and,
if any misinformation is found, shall take all appropriate corrective measures.
Article
13 [Investor Relation (IR)]
1. IR activities
are one
of the management
responsibilities
of any corporation
listed on the KOSDAQ
market; in recognition of this fact, the CEO
of the Company shall voluntarily and continuously hold IR
sessions to cultivate
a relationship of trust between the Company and its
investors.
2. IR activities
with information on the Company's management, business plans,
and
prospects shall be held in consultation with the Public Announcement
Officer.
3. The Public Announcement Officer or Public Announcement Manager shall
publicly announce
the date,
place, and contents
of IR
events prior to the date of the event and
post all
relevant information on the KRX Public Announcement submission
system before the IR event is held.
4. All executives and employees of the Company shall
take precautions not to disclose any information prior
to public announcement, with the exception of information subject to
Fair Public Announcement,
during
the IR process.
Article
13-2 [Rumors]
1. In the case in which rumors
are spread in the market, the Public Announcement Officer shall check,
by inquiring with related business unites, whether the contents of such rumors
are true and whether the rumors contain internal
information.
2. After
verifying the contents of the rumors pursuant to Paragraph 1, if
the rumors
are subject to Public Announcement obligations,
as stipulated by the Public Announcement Regulations, the
relevant information shall be publicly disclosed.
Article
13-3 [Request for Information Provision]
1. In
the case in which shareholders and stakeholders request the disclosure
of company information, the Public Announcement Officer shall
review the legitimacy of the request and decide whether to
provide the relevant information.
2. The Public Announcement Officer
may seek opinions from the Company legal department
and/or
external
legal experts on whether the requested information may affect investor
decisions and/or stock prices in
order to determine whether to provide the information.
3. In the case that
information in provided pursuant to Paragraph 1,
Article 12 (3) shall apply mutatis mutandis.
Article
14 [Return of Profits on Short-term Trades]
1. In the case in which executives and employees,
as prescribed
in Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the
Act, gain profits by selling specific securities
and the like (hereinafter referred to as “Specific Securities
etc.”) under
Article 172 (1) of the Act within six (6) months after purchasing them,
or
gain profits from
purchasing the Specific Securities etc. within six
(6) months after selling them, such
profits (hereinafter, “ Profits on a Short-term Trade”) shall be returned to
the Company.
2. In the case in which shareholders of
the company ((including
those
who own equity security or securities depositary receipts (DR) other than a
share certificate))
request
that
the company return the Profits on a Short-term Trade,
pursuant to
Paragraph 1, the Company
shall issue
an appropriate response within two (2) months of
receiving the request.
3. In the case in which the
Securities and Futures Commission (SFC) notifies the Company of an
incurrence of Profits
on a Short-term Trade, pursuant
to Paragraph 1, the Public Announcement Officer shall, without delay, publicly
announce the following information on the Company's Website:
① Status (position) of the person who is required to return the Profits on a
Short-term Trade;
② Amount of Profits gained
on a
Short-term Trade;
③ Date of notification
of
the incurrence of Profits on a
Short-term Trade from the SFC;
④ Plans
for claims
of the
return of "Profits
on a Short-term Trade”;
⑤ Shareholders of the company may
ask the Company to claim “Profits on a Short-term Trade”
from
the person
who has gained the profits. If such a claim is not made within two months,
the pertinent shareholder
may
lay a claim by subrogation of the Company.
4. The Public Announcement period in Paragraph 3 shall be two (2) years from
the date of notification of the incurrence of Profits
on a
Short-term Trade by the SFC, or from the date
on which the Profits on a Short-term Trade were returned,
whichever comes first.
Article
15 [Notice on
the Sales
of Specific Securities]
In
the case in which executives and/or
employees, pursuant to Article 172 (1) of the Act and Article
194 of the Enforcement Decree of the Act, trade Specific
Securities and/or make other transactions, they
shall notify the Public Announcement Officer of
the relevant transaction.
Article
16 [Prohibition of Use of Undisclosed Important Information]
Executives/employees shall not use Undisclosed Important Information
(including the Undisclosed Important Information of affiliated companies), as
specified
in Article 174 (1) of the Act, for the sale of or
other
transactions related
to Specific
Securities nor allow others to use such information.
Article
17 [Education/Training]
1. The Public Announcement Officer and Public Announcement Manager shall
complete education/training on public
announcement
tasks
pursuant
to Articles 36 and 44 (5) of the Public Announcement Regulations, and the
Public Announcement Officer shall communicate the contents of the
education/training to relevant executives and employees.
2. The CEO shall make sufficient efforts, such as providing training to
executives and employees, to
prevent the matters stated in Articles 14 through 16 and insider trading,
as prescribed
by other
Acts.
Article
18 [Amendment and Abolition of Regulations]
The CEO
of the Company has the authority to revise and/or abolish the regulations
contained herein.
Article
19 [Announcement of Regulations]
These
regulation
are published
on the Company's
website; any and all revisions shall also be published on the Company’s
website.
Supplementary
Regulations
Article
1 [Enforcement Date]
These rules and regulations shall be effective as of September 08,
2017.