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 August 01, 2023.