Internal Information Management Regulations of Creaplanet Co., Ltd.
Established on September 1, 2009
Revised on June 1, 2017
Chapter 1 General rules
Article 1 (Purpose)
The purpose of these regulations is to define matters regarding the comprehensive management and proper disclosure of company internal information for quick and accurate disclosure and prevention of insider trading of executives and employees in accordance with Capital Markets and Financial Investment Services Act (hereinafter referred to as “Act”) and all laws and regulations.
Article 2 (Definition of Terms)
① In this regulation, the term "internal information" refers to the disclosure requirements by Part 1 KOSDAQ Market Disclosure Regulations (hereinafter referred to as “Disclosure Regulations”) of the Korea Exchange (hereinafter referred to as “Exchange”) and other company management or property situations and matters that may affect investors' investment decisions (Revised on 2017.6.1.)
② In this regulation, "disclosure manager" refers to a person who is able to perform reporting work on behalf of the company pursuant to Article 2 (4) of the Disclosure Regulations.
③ In this regulation, the term "executive" refers to a director (including any person falling under any of the subparagraphs of paragraph 1 of Article 401 of the Commercial Law) and an auditor.
④ In addition to paragraphs 1 to 3, the definition of terms used in this regulation shall be based on the definitions of terms used in relevant laws and regulations.
Article 3 (Scope of application)
Matters regarding disclosure, insider trading, and internal information management shall be subject to this regulation except as provided in applicable 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 internal information of the company that they obtained in their work, and shall not disclose internal information inside or outside the company except when necessary for their work.
② The CEO shall take necessary measures for internal information management, such as establishment of specific criteria for storage, transmission and destruction of internal information and related documents etc.
Article 5 (Disclosure Manager)
① The CEO shall appoint a disclosure manager and report it to the Exchange without delay. It is also true when he/she changes the disclosure manager (Revised on 2017.6.1.)
② The disclosure manager shall oversee the work related to the establishment and operation of the internal information management system and perform the work of each of the following.
1. Execution of disclosure
2. Checking and evaluation of the operational status of internal information management system
3. Review of internal information and determination of disclosure
4. Measures necessary for the operation of internal information management system such as training for executives and employees etc.
5. Direction and supervision for department or executives and employees responsible for management of internal information or disclosure
6. Other duties recognized by the CEO as necessary for the operation of the internal information management system
③ The disclosure manager shall have the following rights in performing his/her duties.
1. The right to request and view the submission of various documents and records related to internal information
2. The right to listen to the necessary comments from executives and employees of the department responsible for accounting or auditing, and other departments responsible for the creation of internal information
④ If necessary in carrying out the duties, the disclosure manager may consult with the executive who is responsible for the related tasks and seek expert’s assistance at the company's expense.
⑤ The disclosure manager shall periodically report the operational status of the internal information management system to the CEO (or the Board of Directors).
Article 6 (Disclosure Officer)
① The CEO shall appoint a disclosure officer and report it to the Exchange without delay. It is also true when he/she changes the disclosure officer (Revised on 2017.6.1.)
② The disclosure officer is under the direction of the disclosure manager in relation to internal information management and performs the work of each of the following.
1. Collection and review of internal information and reporting it to the disclosure manager
2. Duties necessary for execution of disclosure
3. Confirmation of necessary information for management of internal information such as changes in disclosure related laws and reporting them to the disclosure manager
4. Other matters deemed necessary by the CEO or disclosure manager
Article 7 (Concentration of Internal Information)
① Executives and the head of each department shall provide the disclosure manager with information on a timely basis in any of the following subparagraphs (Revised on 2017.6.1.)
1. If internal information occurs or is expected to occur (Revised on 2017.6.1.)
2. If there is any reason to cancel or change any of the internal information already disclosed (Revised on 2017.6.1.)
3. If there is a disclosure manager's request
② The disclosure manager and the CEO shall efficiently establish an information delivery system within the company for timely provision of internal information pursuant to Paragraph 1 and may, if necessary, require the disclosure manager to cooperate with the approval process of the work related to the disclosure requirements (Established on 2017.6.1.)
Article 7 (2) (Management of the largest shareholder-related information)
The disclosure manager shall fully explain the related facts to the largest shareholder to smoothly perform the disclosure work regarding disclosure requirements related to the largest shareholder and the query disclosure require and establish an information delivery system to receive the information in a timely manner. [This article established on 2017.6.1.]
Article 7 (3) (Concentration of internal information of subsidiary)
① If the internal information related to the disclosure requirements occurs or is expected to occur in the subsidiary, the Company shall prompt the subsidiary to notify its disclosure manager or disclosure officer of the contents immediately.
② In order to efficiently manage the internal information related to the disclosure obligations under Paragraph 1, The Company shall encourage the subsidiary to appoint a person who controls the disclosure related information and ask the subsidiary to promptly notify the Company's disclosure manager or disclosure officer when it designates or changes the person.
③ The Company may require the subsidiary to submit related materials to the extent necessary for disclosure.
Article 8 (Providing internal information outside the company)
① If executives and employees shall inevitably provide internal information to a counterparty of the Company, an external auditor, an agent and a person who has concluded an advisory contract with the Company such as legal advice, management advice for business reasons, they shall report this to the disclosure manager.
② In case of Paragraph 1, the disclosure manager shall take necessary measures, such as signing a contract on the confidentiality of relevant internal information.
③ In the event that there is an obligation to disclose the process in providing internal information pursuant to Paragraph 1, it shall be disclosed without delay (Except where it is applicable to the application exception of Article 15 of the Disclosure Regulations (Established on 2017.6.1.)
Chapter 3 Disclosure of Internal Information
Article 9 (Types of Disclosure)
The company's disclosure is divided as follows:
1. Reporting and disclosure of major management matters in accordance with Part 1, Chapter 2, Section 1 of Disclosure Regulation
2. Inquired disclosure in accordance with Part 1 Chapter 2 Section 2 of disclosure regulation
3. Fair disclosure in accordance with Part 1 Chapter 2 Section 3 of disclosure regulation
4. Voluntary disclosure in accordance with Part 1 Chapter 3 of disclosure regulation
5. Submission of securities report in accordance with Part 3 Chapter 1 of the Act
6. Submission of business report in accordance with Article 159, Article 160 and Article 165 of the Act and Part 1, Chapter 2, Section 4 of disclosure regulation
7. Submission of the main matter report in accordance with Article 161 of the Act
8. Disclosure in accordance with other laws and regulations
Article 9 (2) (Confirmation of disclosure target)
In determining whether the disclosure requirement including fairness disclosure is applicable in accordance with this regulation, care should be taken to include matters that significantly affect or may significantly affect stock prices or investment decisions under Article 6 (1) 4 of the Disclosure Regulation [This article established on 2017.6.1.]
Article 10 (Execution of disclosure)
① In the event of the disclosure prescribed in Article 9, the disclosure officer shall write the necessary information and prepare necessary documents and report them to the disclosure manager.
② The disclosure manager shall review whether the contents and documents in Paragraph (1) are not in violation of relevant laws and regulations, and report it to the CEO and then disclose it
Article 10 (2) (Rapid implementation of disclosure)
In the event of the disclosure in accordance with Article 9, the disclosure manager shall make every effort to ensure that the internal information will be disclosed in a timely manner even before the disclosure deadline in accordance with the disclosure regulation [This article established on 2017.6.1.]
Article 11 (Follow-up action after disclosure)
If there is an error or omission in the disclosure, or they want to cancel or change it, the disclosure manager and the disclosure officer shall take action to correct this without delay such as correcting disclosure in accordance with Article 30 of the Disclosure Regulation (Revised on 2017.6.1.)
Article 12 (Press coverage etc.)
① If there is a request for coverage from a media company, etc., the CEO or the disclosure manager shall respond to it, in principle. If necessary, the executives and staff of the relevant department may be allowed to respond to the coverage.
② If trying to distribute press releases to media companies, the company shall consult with the disclosure manager. If necessary, the disclosure manager shall report to the CEO about matters related to the distribution of the press release.
③ If the content of the press release distributed pursuant to Paragraph 2 is subject to fair disclosure, the disclosure manager shall disclose it until the release of the press release (established on 2017.6.1.)
④ Any executive or employee who knows that the media coverage is different from the facts shall report this to the disclosure manager. The disclosure manager shall report the matter to the CEO and take the necessary action. (Moved from Paragraph 3 on 2017.6.1.)
Article 12 (2) (Confirmation of report contents)
The disclosure manager ∙ disclosure officer and the internal information generating department shall routinely check the press reports about the company and take measures to rectify the contents that differ from the facts [This article established on 2017.6.1.]
Article 13 (Company presentation)
① Recognizing that IR activities are the management responsibilities of the KOSDAQ listed corporation, the CEO shall hold a company presentation voluntarily and continuously and try to build trust with investors.
② A company presentation on the company's management, business plans and prospects shall be held in consultation with the disclosure manager
③ The disclosure manager or the disclosure Officer shall disclose the date and place of the company presentation, the contents of the presentation until the day before holding and post the relevant data on the Exchange disclosure submission system before the presentation
④ All executives and employees of the Company shall be careful not to disclose any items not disclosed in advance of the fair disclosure target information information during the company presentation [Full text revised on 2017.6.1.]
Article 13 (2) (Rumor)
① If the market is flooded with rumors, the disclosure manager shall check whether the content of the rumor is true or not and it is applicable to internal information through opinion inquiry of related business department.
② If checking in accordance with Paragraph 1 showed that the said rumor is subject to the disclosure requirements pursuant to the disclosure regulation, the relevant information shall be disclosed. [This article established on 2017.6.1.]
Article 13 (3) (Information request)
① If requested to disclose the information about the company from shareholders and stakeholders, the disclosure manager shall review the legality of the request and decide whether to provide the relevant information
② In order to determine whether to provide information, the disclosure manager may hear opinions from the legal department or external legal experts on whether the requested information may affect the investor's investment decisions and share price
③ Where information is provided pursuant to the decision of paragraph 1, Article 12 (3) shall apply mutatis mutandis [This article established on 2017.6.1.]
Chapter 4 Regulation on Insider Trading etc.
Article 14 (Return of short-swing profits)
① If obtaining profits by selling specific securities under Article 172 (1) of the Act (hereinafter referred to as “specific securities etc.”) within 6 months after buying them or buying specific securities etc. within 6 months after selling them, the executives and employees defined by Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the Act shall return the profits (hereinafter referred to as “short-swing profits”) to the company if
② The shareholders of the Company (including those who own equity securities or securities deposit securities other than the stock certificate, hereinafter the same shall apply in this Article) require the Company to request the return of short-swing profits to the person who obtained short-swing profits pursuant to Paragraph 1, the Company shall take necessary measures within two months from the date of receiving the request.
③ If the Securities & Futures Commission notifies the Company of the occurrence of the short-swing profits pursuant to paragraph 1, the disclosure manager shall immediately disclose the following items on the Company's Internet website without delay.
1. The position of a person who shall return short-swing profits
2. Amount of short-swing profits
3. Date when the occurrence of short-swing profits is notified by the Securities & Futures Commission
4. Short-swing profits return claim plan
5. The shareholders of the company may require the company to request those who have obtained short-swing profits to return short-swing profits and if the Company does not make the claim within two months from the date the request is received, the shareholder may claim on behalf of the company
④ The disclosure period set forth in paragraph 3 shall be 2 years from the date when the occurrence of short-swing profits is notified by the Securities & Futures Commission or the day of first arrival of the day of returning short-swing profits.
Article 15 (Notification of the sale of specific securities etc.)
In the case of trading or other transactions of specific securities, the executives and employees defined by Article 172 (1) of the Act and Article 194 of the Enforcement Decree of the Act shall notify the disclosure manager of the fact.
Article 16 (Prohibited use of undisclosed important information)
The executives and employees shall not use undisclosed important information (including undisclosed important information of affiliates) prescribed in Article 174 (1) of the Act for trading or other transactions of specific securities or for use by others
Chapter 5 Supplementary rules
Article 17 (Education)
① The disclosure manager and the disclosure officer shall complete education on disclosure tasks pursuant to Article 36 and Article 44 (5) of the Disclosure Regulations, and the disclosure manager shall notify the relevant executives and employees of the contents of the education.
② The CEO shall make sufficient efforts such as education to prevent insider trading prescribed by the provisions of Articles 14 through 16 and other laws for the executives and employees (Established on 2017.6.1.)
Article 18 (Revision and abolition of regulation)
The revision or abolition of this regulation shall be made by the CEO. (Revised on 2017.6.1.)
Article 19 (Announcement of regulations)
These regulations shall be published on the website of the Company. The same shall apply when the Regulations are revised
This regulation is effective from September 1, 2009.
This regulation is effective from June 1, 2017