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Internal Information Management Regulations

23 Oct 2023


Chapter 1: General Provisions


Article 1: Purpose

The purpose of this regulation is to systematically and efficiently manage the important internal information of ASIC Land Co., Ltd., to ensure legal compliance in public disclosure activities, prevent insider trading by executives and employees, and guarantee fair external disclosure of information.


Article 2: Scope of Application

Matters related to the management of internal information and insider trading shall be governed by these regulations, except for those stipulated in laws and the Company's Code of Ethics.


Article 3: Definition of Terms

The definitions of terms used in this regulation are as follows:

  1. Important Information: Information required to be disclosed pursuant to Part 1 of the KOSDAQ Market Disclosure Regulations and other information related to the company’s management or property status that may affect investors’ investment decisions.

  2. Executives and Employees: Refers to the company’s registered directors, non-registered directors, employees, advisors, agents, dispatched employees, and other staff members.

  3. Disclosure: Any act of reporting or disclosing the company's important information to relevant organizations in accordance with securities-related laws and regulations, announcing it to media organizations, or providing it to persons outside the company, such as institutional investors and individual investors.

  4. Stocks, Etc.: Refers to stock shares, convertible bonds, bonds with warrants, and other securities related to stocks.

  5. Insider Trading: The act where an executive or employee becomes aware of important information about the company, its subsidiaries, or affiliated companies in the course of their duties and then engages in the buying, selling, or other transactions of the company’s stocks before the information is disclosed as required by Article 13, or allows a third party to do so.

  6. IR Activities: Contacting and providing information to shareholders and potential shareholders through general shareholder meetings, performance presentations, investor meetings, website management, and responding to phone and email inquiries. The term "IR Activity Organization" refers to the department in charge of these activities, the head of the relevant department, and the CEO.


Chapter 2: Disclosure Department Organization and Operation


Article 4: Disclosure Department

  1. The CEO must establish or designate and operate a public disclosure department that supervises tasks related to the comprehensive management and disclosure of important information.

  2. The CEO must appoint one public disclosure officer and two or more public disclosure officers and report them to the Korea Exchange (hereinafter referred to as the “Exchange”). The same applies when the person responsible for public disclosure and the person in charge of public disclosure are changed.


Article 5: Duties of the Person in Charge of Disclosure and the Public Disclosure Officer

  1. In principle, the person responsible for disclosure is to appoint one of the registered executives, but depending on the needs of the company, one of the full-time directors may be delegated to perform the duties.

  2. If the contents of Article 7 are changed due to revision of related laws and regulations or reorganization of the company, the person responsible for public disclosure must immediately reflect the change and notify the relevant department of the change.

  3. The public disclosure officer assists the public disclosure manager and is responsible for the company's reporting or public disclosure duties.

  4. The person in charge of public disclosure and the person in charge of public disclosure must complete a training course on public disclosure work as stipulated in the KOSDAQ Market public disclosure regulations.


Article 6: Responsible Department

  1. The department in charge of important information is the department that makes actual decisions and executes important information-related work, and is listed in the disclosure item master.

  2. The head of the relevant department must manage important information from creation until disclosure, including proposals and reviews regarding the relevant important information, consultations between related departments and institutions, and resolutions of the board of directors. However, in the process of preparing or reviewing a press release and distributing it to the media to disclose information, the organization in charge of publicity work is considered the department in charge of the information.


Chapter 3: Generation and Management of Important Information


Article 7: Generation of Important Information

  1. Important information is considered to have occurred when a decision on major disclosure matters or equivalent important matters in accordance with the KOSDAQ Market Disclosure Regulations (referring to a decision under Article 6, Paragraph 1 of the KOSDAQ Market Disclosure Regulations) is made or the relevant reason arises.

  2. When important information occurs or is expected to occur, executives and employees related to their duties must immediately report the contents to the head of the relevant department, and the head of the relevant department must notify the disclosure manager and the person in charge of public disclosure.

  3. If there is any doubt as to whether the information constitutes important information, the head of the relevant department must request the disclosure manager or public disclosure officer for judgment.

  4. The department that performs work related to the convening and operation of the board of directors and committees under the board of directors must notify the person in charge of disclosure and the person in charge of public disclosure of the schedule and agenda when convening the board of directors or committees.


Article 8: Prevention of Leakage of Important Information

  1. The relevant department and its officers and employees must not leak or divulge to the company or outside the company any important information learned in the course of their duties, unless it is necessary for their duties. However, if the relevant department arbitrarily discloses the important information to be provided for IR or public relations activities even though there has been no decision by the person responsible for disclosure as to whether to disclose the important information to be provided, it is not considered necessary for the job.

  2. The head of the relevant department must preserve and manage documents and materials related to the relevant important information.

  3. However, if there is a request from the organization in charge of disclosure, the relevant department must provide the relevant important information even before disclosure.


Article 9: Confidentiality of Important Information-Related Work

When an executive or employee has a business cooperation relationship such as delegation, partnership, business consultation, or consultation with a person outside the company regarding the business while handling work involving important information, necessary measures must be taken to prevent leakage of important information, such as by entering into a confidentiality agreement.


Chapter 4: Disclosure of Important Information


Article 10: Disclosure of Important Information

  1. Disclosure of important information is determined by the CEO or the person in charge of disclosure.

  2. If the head of the relevant department deems it necessary to disclose important information, they must promptly notify the disclosure manager and the person in charge of disclosure.

  3. The public disclosure officer who has received the notification under Paragraph 2 shall review whether it is important information and whether to disclose it, and if necessary, follow the appropriate procedures.

  4. Information may be disclosed through procedures such as reporting to the CEO or resolution by the board of directors.

  5. If the information to be disclosed is a statutory disclosure matter such as regular disclosure or voluntary disclosure, the disclosure manager must immediately report it to the Financial Services Commission or the Exchange in accordance with relevant laws and regulations.


Article 11: Fair Disclosure

  1. When the disclosure manager selectively provides information subject to fair disclosure to the recipients of fair disclosure information, they must report the fact and details to the exchange in advance.

  2. If the fair disclosure information provider wishes to disclose important information through any means, such as corporate information sessions, press conferences, investor meetings, phone calls, or emails, the disclosure obligation arises by notifying the disclosure manager and the person in charge of disclosure in advance of the target information and the person to be provided. The information must be confirmed, and the information must not be disclosed until the disclosure decision is made by the person in charge of disclosure.

  3. If the fair disclosure information provider misunderstands that the information to be provided has already been reported or is not subject to fair disclosure and provides information, this must be immediately notified to the disclosure manager and the public disclosure officer.


Article 12: Request for Provision of Information

  1. If there is a request to provide important information from media organizations, institutional investors, etc., the person in charge of disclosure is responsible for this.

  2. In the case of paragraph 1, the person responsible for disclosure must prepare and preserve a log of information provision requests and processing details.


Chapter 5: Trading of Our Company’s Stocks, Etc.


Article 13: Prohibition of Trading in Stocks, Etc.

If executives and employees become aware of important information about the company that has not been disclosed pursuant to Article 36 of the Enforcement Rules of the Securities Exchange Act of the Capital Markets and Financial Investment Services Act (hereinafter referred to as the “Capital Markets Act”), they must not purchase or sell stocks issued by the company or engage in other activities using the information, nor allow others to use it in connection with transactions.


Article 14: Transactions of Our Company’s Stocks, Etc. by Personnel in Charge of Relevant Departments

  1. If a registered executive, a non-registered executive, an employee of the department in charge of public disclosure, or an employee of the department in charge of important information, etc., wishes to buy or sell stocks issued by the company, etc., other than in the cases stipulated in Article 13, they must notify the disclosure manager in advance.

  2. The public disclosure officer who has received the notification under Paragraph 1 may investigate the possession and disclosure of important information. If it can be misunderstood as a transaction falling under Article 13, the person responsible for public disclosure may prohibit the sale or other transaction. In this case, the relevant executives and employees must comply.


Article 15: Report on Transactions of Our Company’s Stocks, Etc.

  1. If a registered executive engages in trading or other transactions of stocks issued by the Company, they must report this to the Securities and Futures Commission and the Exchange in accordance with Article 173 of the Capital Markets Act.

  2. The public disclosure officer shall comply with the provisions of Articles 173 and 147 of the Capital Markets Act and Article 6, Paragraph 1, Subparagraph 3, (1) of the KOSDAQ Market Disclosure Regulations in relation to transactions of stocks, etc., issued by the Company conducted by executives, etc. It must be confirmed whether there is a reporting obligation, and if so, necessary measures, such as notification to the parties concerned, must be taken to ensure that reporting is carried out in accordance with the relevant regulations.


Article 16: Return of Short-term Trading Profits

If an executive or employee sells company stocks within six months after purchasing them or makes a profit by purchasing them within six months after selling them, the profits must be returned to the company in accordance with the provisions of Article 188 of the Capital Markets Act.


Article 17: Provision of Information During IR Activities

  1. The information that the IR activity organization receives from the relevant department and transmits to the outside world is limited to disclosed or non-disclosed important information. However, in cases where the IR department prepares and discloses data on its own, such as performance announcements, the IR department is regarded as the responsible department.

  2. When providing information related to future forecasts or plans, it must be announced at the same time as providing the information that it is forecast information, the assumptions or premises used in the forecast, and that there is a risk of change due to future uncertainty.

  3. If an executive or employee performs IR activity other than when responding to the request of the IR activity organization, the executive or employee must notify the IR department in advance and receive confirmation as to whether the scope and content of the information to be provided are subject to disclosure.


Article 18: Investor Meeting, Etc.

  1. The IR department must establish meeting requests and procedures for accepting and rejecting them, inform investors of them, and implement them fairly.

  2. Regarding meeting requests from securities companies (analysts, etc.), the company does not discriminate on meeting opportunities, accessibility to management, or the quality and scope of information to be provided based on the recommended opinion and target price presented by the relevant analyst.


Article 19: Analyst Report

  1. Regarding transaction relationships that are not directly related to IR activities, the relevant securities company cannot be disadvantaged due to the contents of the analyst report, recommendation opinion, or target price.

  2. If an analyst writes a report and requests the company to verify the contents before distributing it to the market, the company may correct errors or present opinions on facts and future prospects, but may not request unreasonable adjustments to the analyst's unique judgment.


Chapter 6: Others


Article 20: Important Internal Information of Subsidiaries and Affiliated Companies, Etc.

  1. Executives and employees shall not leak or divulge undisclosed important information about the company's subsidiaries and affiliated companies that they have learned in the course of their duties to the company or outside the company, except when necessary for their duties.

  2. If an executive or employee becomes aware of undisclosed important information of a subsidiary, affiliated company, etc., they may not use that information or allow others to use that information in connection with the purchase or sale of stocks or other transactions issued by the subsidiary or affiliated company, prior to such disclosure.

  3. If executives and employees are involved in work involving undisclosed important information of subsidiaries, affiliated companies, etc., the provisions of Article 8, Paragraph 2 shall apply mutatis mutandis.


Article 21: Education

The person in charge of disclosure and the head of the relevant department must provide guidance and training on important information management to executives and employees so that they can understand the importance of important information management and the purpose of related laws and regulations on insider trading regulations.


Article 22: Disciplinary Action

Disciplinary action on executives and employees who violate this regulation shall be in accordance with relevant regulations such as personnel regulations and reward and punishment regulations.


Article 23: Amendment

Amendments to these regulations shall be made at the discretion of the CEO.


Supplementary Provisions


Article 1: Enactment Effective Date

This regulation will be enacted and enforced from April 29, 2022.



Ethica, 
Reliable

ASICLAND cultivates trust through management practices that prioritize transparency and ethical conduct. 

Ethica, 
Reliable 

ASICLAND cultivates trust through management practices 
that prioritize transparency and ethical conduct.  






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Copyright ⓒ ASICLAND Co., Ltd. All rights reserved.


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