Chapter 1. General Provisions Article 1 (Purpose) It has the purpose to set matters concerning the comprehensive management and appropriate disclosure of company internal information for prompt and accurate disclosure in accordance with laws and regulations and to prevent insider trading by executives and employees.
Article 2 (Definition of Terms) ① The term "inside information" in this regulation refers to matters that may affect investors' investment decisions as related to the disclosure obligations under Part 1 of the KOSDAQ market disclosure regulations (hereinafter referred to as “disclosure regulations”) of the Korea Exchange (hereinafter referred to as “the Exchange”) and other matters concerning the management or property status of the company. ② The term “person in charge of disclosure” refers to a person who can perform reporting on behalf of the company in accordance with Article 2 (4) of the Disclosure Regulations.
③ The term “executive officer” refers to a director (including a person falling under any of the subparagraphs of Article 401-2 (1) of the Commercial Act) and an auditor.
④Except for Paragraphs 1 through 3, the definitions of terms used in this regulation are governed by the definitions of terms used in relevant laws and regulations. Article 3 (Scope of Application) Matters related to disclosure, insider trading and inside information management are subject to this regulation, except as provided for in the relevant laws, regulations, or articles of incorporation.
Chapter 2. Management of Internal Information
Article 4 (Management of Inside Information) ① Executives and employees shall strictly manage the company's internal information that they have come to know in the course of their work, and shall not disclose internal information to the inside or outside the company except in cases where it is necessary for business.
② The representative director or the person in charge of disclosure shall take necessary measures for internal information management, such as setting specific standards for storage, delivery, and destruction of internal information and related documents.
Article 5 (Person in charge of Disclosure) ① The representative director shall designate a person in charge of disclosure and report it to the exchange without delay. This also applies when the person in charge of disclosure is changed.
② The person in charge of disclosure oversees the work related to the establishment and operation of the internal information management system and performs the following tasks.
1. Enforcement of disclosures
2. Inspection and evaluation of the operation status of the internal information management system
3. Review of inside information and decision on whether to disclose it
4. Measures necessary for the operation of the internal information management system, such as education for executives and employees
5. Directing and supervising departments or executives and employees in charge of internal information management or disclosure
6. Other tasks recognized by the representative director as necessary for the operation of the internal information management system
③ The person in charge of disclosure has the following authority in performing his/her duties.
1. The authority to request and view various documents and records related to inside information
2. The authority to listen to necessary opinions from executives and employees of departments in charge of accounting or auditing and other departments in charge of internal information generation
④ The person in charge of disclosure may, if necessary, consult with the executives in charge of related tasks, and seek the assistance of experts at the company's expense.
⑤ The person in charge of disclosure shall regularly report the operating status of the internal information management system to the representative director (or to the board of directors).
Article 6 (Disclosure Officer) ① The representative director or the person in charge of disclosure shall designate the disclosure officer and report it to the Exchange without delay. This also applies when the disclosure officer is changed.
② The disclosure officer is under the direction of the person in charge of disclosure in relation to internal information management and performs the following tasks.
1. Collection and review of inside information and reporting to the person in charge of disclosure
2. Tasks necessary for the enforcement of disclosure
3. Confirmation of matters necessary for management of internal information, such as changes in disclosure-related laws, and reporting to the person in charge of disclosure
4. Other matters deemed necessary by the representative director or the person in charge of disclosure
Article 7 (Concentration of Inside Information) ① Executives and the head of each department shall provide information about the disclosure to the person in charge of disclosure in any of the following cases.
1. If inside information occurs or is expected to occur
2. If there is a reason or is expected to cancel or change the previously disclosed information among internal information
3. In other cases, if there is a request from the person in charge of disclosure
② The disclosure officer and the representative director shall efficiently establish an information delivery system within the company for the timely provision of internal information pursuant to Paragraph
1. If necessary, the disclosure officer may cooperate with the approval process for duties related to the disclosure obligations.
Article 7-2 (Management of Information Related to Largest Shareholder) To facilitate the mandatory disclosure and inquired disclosure requirements related to the largest shareholder, the disclosure officer shall fully explain the relevant facts to the largest shareholder and establish an information delivery system so that the relevant information can be delivered in a timely manner.
Article 7-3 (Concentration of Internal Information of Subsidiaries) ① When internal information related to disclosure obligations occurs or is expected to occur in a subsidiary, the company shall have the subsidiary immediately notify the disclosure officer or person in charge of the disclosure.
② In order to efficiently manage internal information related to the disclosure obligations pursuant to Paragraph 1, the company shall have a person in charge of disclosure-related information in the subsidiary company, and in case of designating or changing this, it shall immediately notify to the disclosure officer or the person in charge of disclosure of the company.
③ The company may request the subsidiaries to submit related data to the extent necessary for disclosure.
Article 8 (Provision of Inside Information to Outsiders) ① When an executive or employee inevitably needs to provide inside information to the company's counterparty for business reasons, an external auditor, agent, or a person who has entered into an advisory contract with the company for legal advice, management advice, etc., it shall report the matter to the person in charge of disclosure.
② In the case of Paragraph 1, the person in charge of disclosure shall take necessary measures, such as concluding a contract on the confidentiality of relevant internal information.
③ When a fair disclosure obligation arises in providing internal information pursuant to Paragraph 1, it shall be disclosed without delay (except for cases falling under the exception of Article 15 of the Disclosure Regulations).
Chapter 3. Disclosure of Inside Information
Article 9 (Types of Disclosure) The company's disclosures are classified as follows:
1. Reporting and disclosure of major business matters pursuant to Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Inquired disclosure pursuant to Part 1, Chapter 2, Section 2 of the Disclosure Regulations
3. Fair disclosure pursuant to Part 1, Chapter 2, Section 3 of the Disclosure Regulations
4. Voluntary disclosure pursuant to Part 1, Chapter 3 of the Disclosure Regulations
5. Submission of securities declarations, etc. pursuant to Part 3, Chapter 1 of the Capital Markets and Financial Investment Business Act (hereinafter referred to as the “Act”)
6. Submission of business reports, etc. in accordance with Articles 159, 160 and 165 of the Act and Section 4 of the Disclosure Regulations
7. Submission of report on major matters under Article 161 of the Act
8. In addition, disclosure according to other laws and regulations
Article 9-2 (Confirmation of Subject Matter of Disclosure) In judging whether disclosure obligations including fair disclosure are applicable in accordance with this regulation, care should be taken to include matters that have a significant impact on stock value or investment decisions pursuant to Article 6 (1) 4 of the disclosure regulations.
Article 10 (Execution of Disclosure) ① The disclosure officer shall prepare the necessary contents and documents and report it to the person in charge of disclosure when the disclosure matters specified in Article 9 occur.
② The person in charge of disclosure shall review whether the contents and documents in Paragraph 1 do not violate the relevant laws and regulations, report it to the representative director, and disclose it.
Article 10-2 (Prompt Implementation of Disclosure) The person in charge of disclosure shall make every effort to ensure that the relevant internal information is disclosed in a timely manner even before the disclosure deadline pursuant to the disclosure regulations in the event of a disclosure matter pursuant to Article 9.
Article 11 (Follow-Up Measures After Disclosure) If there are errors or omissions in the disclosed information, or want to cancel or change, the disclosure officer and the person in charge of disclosure shall take measures to rectify this without delay, such as correcting the disclosure in accordance with Article 30 of the disclosure regulations.
Article 12 (Interview by the Media, etc.) ① If there is a request for coverage of the company from the media, the represent director or the person in charge of disclosure shall respond to it. If necessary, executives and employees of relevant departments may be asked to respond to the interview.
② If it wishes to distribute press releases to the media, it shall obtain the approval of the person in charge of disclosure. The person in charge of disclosure shall, if necessary, report matters related to the distribution of press releases to the representative director.
③ If the contents of the press release distributed pursuant to Paragraph 2 are subject to fair disclosure, the person in charge of disclosure shall disclose the press release before distribution.
④ Executives or employees who become aware that the media reports are different from the facts should report it to the person in charge of disclosure. The person in charge of disclosure shall report related matters to the representative director and take necessary measures.
Article 12-2 (Confirmation of Report Content) The disclosure officer, the person in charge of disclosure, and the department that created the internal information shall routinely check the company-related reports of the media, etc.
Article 13 (Company Briefing Session) ① The representative director shall recognize that IR activities are the management responsibility of KOSDAQ-listed corporations, and strive to build trust with investment stakeholders by holding company briefing sessions voluntarily and continuously.
② The company briefing session on the company's management details, business plan and prospects, etc. shall be held in consultation with the person in charge of disclosure.
③ The disclosure officer or the person in charge of disclosure shall disclose the date, place, and contents of the company briefing session by the day before the event, and post related materials in the disclosure submission system of the exchange before the briefing session is held.
④ All executives and employees of the company must be careful not to disclose any information that has not been disclosed in advance among the information subject to fair disclosure during the company briefing session.
Article 13-2 (Rumor) ① When rumors are circulating in the market, the person in charge of disclosure shall check whether the rumors are true and whether they correspond to inside information by inquiring about the opinions of the relevant business departments.
② As a result of the confirmation pursuant to Paragraph 1, if the rumor falls under the disclosure obligations pursuant to the disclosure regulations, the relevant information shall be disclosed.
Article 13-3 (Request for Provision of Information) ① When a request for disclosure of company-related information is received from shareholders and interested parties, the person in charge of disclosure shall decide whether to provide the relevant information by reviewing the legality of the request.
② The person in charge of disclosure may listen to the opinions of the legal department or referral legal experts on whether the information requested to provide may affect the investor's investment judgment and stock value in order to decide whether to provide the information.
③ It shall apply Article 12 (3) when information is provided pursuant to the decision in Paragraph 1.
  Chapter 4. Regulations on Insider Trading, etc.
Article 14 (Return of Profits from Short-Term Trading) ① Executives and employees (Limited to those prescribed by Article 194 of the Enforcement Decree of the Act as a person who can know important undisclosed information under Article 174 (1) of the Act on the job. Hereinafter, the same shall apply in Article 15) shall return the profits (hereinafter referred to as “short-term trading profit”) to the company in the case of obtaining profits from the sale within 6 months after purchasing the specified securities under Article 172 (1) of the Act (hereinafter referred to as “specified securities, etc.”) or purchase them within 6 months after selling these specific securities, etc.
② In case the shareholder (Including those who own equity securities or depository securities other than stock certificates. Hereinafter the same shall apply in this Article) requests the company to claim the return of the short-term trading profit from the person who has obtained the short-term trading profit under Paragraph 1, the person in charge of disclosure shall take necessary measures within two months from the date of receiving the request.
③ When the Securities and Futures Commission notifies the company of the occurrence of short-term trading gains under Paragraph 1, the person in charge of disclosure shall, without delay, disclose the following matters on the company's Internet homepage:
1. Position of the person to whom short-term trading profits are to be returned
2. Short-term trading profit amount
3. The date on which the Securities and Futures Commission is notified of short-term trading gains
4. Refund claim plan for short-term trading profits
5. A shareholder of a company may request the company to claim the return of short-term trading profits from those who have earned short-term trading profits. If the company fails to make a claim within two months from the date of receipt of the request, the shareholder may make a claim on behalf of the company.
④ The period of disclosure under Paragraph 3 shall be two years from the date of notification of short-term trading gains from the Securities and Futures Commission or the date on which short-term trading gains are returned, whichever comes first.
Article 15 (Notification of Sales, etc. of Specific Securities, etc.) Executives and employees shall notify the person in charge of disclosure of the fact of trading or other transactions of specific securities.
Article 16 (Prohibition of Use of Undisclosed Important Information) Executives and employees shall not use, or allow others to use, material undisclosed information (including material undisclosed information of affiliates) prescribed in Article 174 (1) of the Act for the sale or other transaction of specific securities, etc.
Chapter 5. Supplement
Article 17 (Education) ① The disclosure officer and the person in charge of disclosure shall complete education on disclosure duties pursuant to Articles 36 and 44 (5) of the disclosure regulations, and the person in charge of disclosure shall ensure that the contents of the education are disseminated to relevant executives and employees.
② The representative director shall make sufficient efforts to provide education to executives and employees to prevent insider trading, etc. as stipulated in Articles 14 through 16 of this regulation and other laws.
Article 18 (Opening and Closing of Regulation) Revision or repeal of this regulation shall be made by the representative director.
Article 19 (Publication of Regulation) This regulation shall be published on the company's website. The same shall apply when the regulation is amended.
Addendum
Article 1 (Enforcement Date) This regulation shall come into effect from March 1, 2017.
Addendum
Article 1 (Enforcement Date) This regulation shall come into effect from May 30, 2017.
We hereby confirm that the above are the internal information management regulation currently in use by the company.
YMT CO., LTD.