에프엔에스테크(주)

Enacted: February 27, 2017
Amended: May 23, 2017

Article 1 (Purpose) The purpose of these regulations is to prescribe matters concerning the comprehensive management and appropriate disclosure of the company's internal information for the purpose of prompt and accurate disclosure in accordance with the Capital Markets and Financial Investment Services Act (hereinafter referred to as the "Act") and related laws and regulations, and to prevent insider trading by officers and employees.

Article 2 (Definitions)
① In these regulations, "internal information" means matters subject to 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 company's management or financial status that may affect investors' investment decisions. (Amended May 23, 2017)
② In these regulations, "disclosure officer" means a person who can perform reporting duties on behalf of the company in accordance with Article 2, Paragraph 4 of the Disclosure Regulations.
③ In these regulations, "officer" means a director (including any person falling under any subparagraph of Article 401-2, Paragraph 1 of the Commercial Act) and an auditor.
④ Except for Paragraphs 1 through 3, the definitions of terms used in these regulations shall be in accordance with the definitions of terms used in related laws and regulations.

Article 3 (Scope of Application) Matters concerning disclosure, insider trading, and internal information management shall be governed by these regulations, except as otherwise provided in related laws and regulations or the articles of incorporation.

Article 4 (Management of Internal Information)
① Officers and employees must strictly manage the company's internal information learned in the course of business and must not leak internal information inside or outside the company except when necessary for business purposes.
② The CEO must take necessary measures for internal information management, such as establishing specific standards for the storage, transfer, and destruction of internal information and related documents.
(Newly established May 23, 2017)

Article 5 (Disclosure Officer)
① The CEO must designate a disclosure officer and report to the Exchange without delay. The same applies when the disclosure officer is changed. (Amended May 23, 2017)
② The disclosure officer oversees matters related to the establishment and operation of the internal information management system and performs the following duties:
1. Execution of disclosure
2. Inspection and evaluation of the operation status of the internal information management system
3. Review of internal information and determination of whether to disclose
4. Measures necessary for the operation of the internal information management system, such as education for officers and employees
5. Direction and supervision of departments or officers and employees in charge of internal information management or disclosure duties
6. Other duties recognized by the CEO as necessary for the operation of the internal information management system
③ The disclosure officer has the following authority in performing his or her duties:
1. Authority to request submission and review of various documents and records related to internal information
2. Authority to hear necessary opinions from officers and employees of departments in charge of accounting or audit work, or other departments in charge of work related to the generation of internal information
④ The disclosure officer may consult with officers in charge of related work when necessary in performing his or her duties, and may seek assistance from experts at the company's expense.
⑤ The disclosure officer must regularly report the operation status of the internal information management system to the CEO (or the board of directors).

Article 6 (Disclosure Manager)
① The CEO must designate a disclosure manager and report to the Exchange without delay. The same applies when the disclosure manager is changed. (Amended May 23, 2017)
② The disclosure manager receives direction from the disclosure officer regarding internal information management and performs the following duties:
1. Collection and review of internal information and reporting to the disclosure officer
2. Work necessary for the execution of disclosure
3. Confirmation of matters necessary for internal information management, such as changes in disclosure-related laws and regulations, and reporting to the disclosure officer
4. Other matters recognized as necessary by the CEO or disclosure officer

Article 7 (Concentration of Internal Information)
① Officers and heads of each department must provide relevant information to the disclosure officer in a timely manner when any of the following applies: (Amended May 23, 2017)
1. When internal information occurs or is expected to occur (Amended May 23, 2017)
2. When there is a reason to cancel or change already disclosed matters among internal information, or when such reason is expected to occur (Amended May 23, 2017)
3. When there is a request from the disclosure officer
② The disclosure officer and CEO must efficiently establish an information delivery system within the company for the timely provision of internal information under Paragraph 1, and may require the cooperation of the disclosure officer in the approval process of work related to disclosure obligations when necessary. (Newly established May 23, 2017)
Article 7-2 (Management of Information Related to Largest Shareholder) The disclosure officer must establish an information delivery system to fully explain relevant facts to the largest shareholder and receive relevant information in a timely manner in order to smoothly perform disclosure duties related to disclosure obligations and inquiry disclosure requirements related to the largest shareholder.

Article 8 (Provision of Internal Information to External Parties)
① When officers and employees must unavoidably provide internal information to the company's trading partners, external auditors, agents, or persons who have entered into advisory contracts with the company such as legal advice or management advice, for business reasons, they must report such matters to the disclosure officer.
② In the case of Paragraph 1, the disclosure officer must take necessary measures, such as entering into a contract regarding confidentiality of related internal information.
③ When a fair disclosure obligation arises in providing internal information under Paragraph 1, it must be disclosed without delay. (This excludes cases that fall under the exceptions to Article 15 of the Disclosure Regulations). (Newly established May 23, 2017)

Article 9 (Types of Disclosure) The company's disclosure is classified as follows:
1. Reporting and disclosure of major management matters under Part 1, Chapter 2, Section 1 of the Disclosure Regulations
2. Inquiry disclosure under Part 1, Chapter 2, Section 2 of the Disclosure Regulations
3. Fair disclosure under Part 1, Chapter 2, Section 3 of the Disclosure Regulations
4. Voluntary disclosure under Part 1, Chapter 3 of the Disclosure Regulations
5. Submission of securities registration statements, etc. under Part 3, Chapter 1 of the Act
6. Submission of business reports, etc. under Articles 159, 160, and 165 of the Act and Part 1, Chapter 2, Section 4 of the Disclosure Regulations
7. Submission of major matters reports under Article 161 of the Act
8. Other disclosures under other laws and regulations
Article 9-2 (Confirmation of Disclosure Targets) In determining whether matters are subject to disclosure obligations, including fair disclosure, under these regulations, care must be taken to include matters that may have or are likely to have a significant impact on stock prices or investment decisions under Article 6, Paragraph 1, Subparagraph 4 of the Disclosure Regulations. [This Article newly established May 23, 2017]

Article 10 (Execution of Disclosure)
① When disclosure matters specified in Article 9 occur, the disclosure manager must prepare necessary content and submit necessary documents to the disclosure officer.
② The disclosure officer must review whether the content and documents under Paragraph 1 violate related laws and regulations, report to the CEO, and then disclose.
Article 10-2 (Prompt Implementation of Disclosure) When disclosure matters under Article 9 occur, the disclosure officer must make best efforts to ensure that the relevant internal information is disclosed in a timely manner, even before the disclosure deadline under the Disclosure Regulations. [This Article newly established May 23, 2017]

Article 11 (Post-Disclosure Measures) When there are errors or omissions in the disclosed content or when cancellation or changes are desired, the disclosure officer and disclosure manager must take measures to correct this, such as making a correction disclosure under Article 30 of the Disclosure Regulations, without delay. (Amended May 23, 2017)

Article 12 (Media Coverage, etc.)
① When there is a request for coverage of the company from media, etc., in principle, the CEO or disclosure officer responds. If necessary, officers and employees of related departments may be allowed to respond to coverage.
② When the company intends to distribute press releases to media, etc., it must consult with the disclosure officer. The disclosure officer must report matters related to the distribution of press releases to the CEO when necessary.
③ When the content of press releases distributed under Paragraph 2 falls under fair disclosure targets, the disclosure officer must disclose before distributing the press releases.
(Newly established May 23, 2017)
④ Officers and employees who become aware that media coverage differs from the facts must report this to the disclosure officer. The disclosure officer must report related matters to the CEO and take necessary measures. (Moved from Paragraph 3, May 23, 2017)
Article 12-2 (Confirmation of Coverage Content) The disclosure officer, disclosure manager, and departments where internal information occurs must regularly check company-related coverage by media, etc., and take measures to correct any content that differs from the facts.
[This Article newly established May 23, 2017]

Article 13 (Corporate Briefings)
① The CEO must recognize that IR activities are a management responsibility of KOSDAQ-listed corporations and make efforts to build trust with investment stakeholders by voluntarily and continuously holding corporate briefings.
② Corporate briefings on the company's management content, business plans, and prospects must be held in consultation with the disclosure officer.
③ The disclosure officer or disclosure manager must disclose the date, time, location, and content of the corporate briefing by the day before the briefing and post related materials on the Exchange's disclosure submission system before the briefing is held.
④ All officers and employees of the company must be careful not to disclose matters that have not been disclosed in advance among fair disclosure target information during the corporate briefing process.
[Fully amended May 23, 2017]
Article 13-2 (Rumors)
① When rumors are circulating in the market, the disclosure officer must confirm whether the rumor content is true and whether it constitutes internal information through opinion inquiries to related business departments, etc.
② If the confirmation under Paragraph 1 shows that the rumor falls under disclosure obligations under the Disclosure Regulations, the relevant information must be disclosed. [This Article newly established May 23, 2017]

Article 13-3 (Requests for Information Provision)
① When a request for disclosure of information related to the company is received from shareholders and stakeholders, etc., the disclosure officer must review the legality of the request and decide whether to provide the relevant information.
② The disclosure officer may hear opinions from the legal affairs department or external legal experts, etc., on whether the information requested to be provided may affect investors' investment decisions and stock prices in order to decide whether to provide the information.
③ When information is provided according to the decision under Paragraph 1, Article 12, Paragraph 3 shall apply mutatis mutandis. [This Article newly established May 23, 2017]

Article 14 (Return of Short-Swing Profits)
① Officers and employees specified in Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act must return the profit (hereinafter referred to as "short-swing profit") to the company when they purchase specified securities, etc. (hereinafter referred to as "specified securities, etc.") under Article 172, Paragraph 1 of the Act and sell them within 6 months, or sell specified securities, etc. and purchase them within 6 months to obtain profit.
② When a shareholder of the company (including a person who owns equity securities other than stocks or securities deposit certificates. The same applies hereinafter in this Article) requests the company to demand return of short-swing profits from a person who obtained short-swing profits under Paragraph 1, the company must take necessary measures within 2 months from the date of receiving the request.
③ When the Financial Services Commission notifies the company of the occurrence of short-swing profits under Paragraph 1, the disclosure officer must immediately disclose the following matters on the company's website:
1. Status of the person who must return short-swing profits
2. Amount of short-swing profits
3. Date of receiving notification of the occurrence of short-swing profits from the Financial Services Commission
4. Plan to demand return of short-swing profits
5. That shareholders of the company may request the company to demand return of short-swing profits from a person who obtained short-swing profits, and that if the company does not make such demand within 2 months from the date of receiving the request, such shareholder may make the demand by subrogation on behalf of the company
④ The disclosure period under Paragraph 3 shall be 2 years from the date of receiving notification of the occurrence of short-swing profits from the Financial Services Commission, or until the date when short-swing profits are returned, whichever comes first.

Article 15 (Notification of Trading in Specified Securities, etc.) Officers and employees specified in Article 172, Paragraph 1 of the Act and Article 194 of the Enforcement Decree of the Act must notify the disclosure officer when trading in specified securities, etc., or other transactions.

Article 16 (Prohibition of Use of Material Non-Public Information) Officers and employees must not use material non-public information (including material non-public information of affiliated companies) specified in Article 174, Paragraph 1 of the Act for trading in specified securities, etc., or other transactions, or allow others to use it.

Article 17 (Education)
① The disclosure officer and disclosure manager must complete education on disclosure duties under Article 36 and Article 44, Paragraph 5 of the Disclosure Regulations, and the disclosure officer must inform related officers and employees of the education content.
② The CEO must make sufficient efforts, such as conducting education for officers and employees on matters under Articles 14 through 16 and other insider trading, etc., specified by law. (Newly established May 23, 2017)

Article 18 (Amendment and Repeal of Regulations) The CEO shall amend or repeal these regulations.
(Amended May 23, 2017)

Article 19 (Publication of Regulations) These regulations shall be published on the company's website. The same applies when the regulations are amended.