Section 1 Periodic report
Article 8 (Periodic reports)
The company shall compose the periodic report documents within the time limit that applies and submit them to the Commission and the Exchange.
Article 9 (The business departments)
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The head of each business department shall consult the yearly disclosure obligation plans for the disclosure execution of the periodic report matters by consulting the division of works for the relevant department, establishing and implementing detailed promotion plans. Every month, the situation progress shall be inspected and the inspection specifics conveyed to the department in charge of disclosures.
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For the implementation of disclosures of the periodic report matters, the heads of each business department shall perform the work specified in the division of works for each business department, and the disclosure matters shall be submitted to the department in charge of disclosures in the relevant time limit specified in the yearly disclosure plans.
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In case there are delays in the promotion of work and the time limits mentioned in the previous paragraph cannot be complied with, the head of each business department shall notify the department in charge of disclosures and make necessary measures according to the demands of the head of the department in charge of disclosures.
Article 10 (The department in charge of disclosures)
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For the conducting of disclosure duties involving periodic report matters, the head of the department in charge of disclosures shall confirm the disclosure matters and schedule and establish the yearly disclosure duty plans including the division of works according to the business departments, obtaining the authorization of the officer responsible for disclosures and conveying them by document to each of the business departments.
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The head of the department in charge of disclosures shall report to the officer responsible for disclosures if the legal time limits of the inspection and reporting matters cannot be met, and shall receive the necessary orders from the officer responsible for disclosures, carrying out the directions and if necessary, seeking the request of the business departments.
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The head of the department in charge of disclosures shall receive and collect the data from each of the business departments and compose the periodic report documents according to the established form and method of entry, delivering them to the officer responsible for disclosures within the time limit determined by the yearly disclosure plans.
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The head of the department in charge of disclosures must after receiving the approval of the officer responsible for disclosures and the CEO carry out the periodic reports within the legal time limit. In this case, if the certification of the CEO is necessary according to related laws and regulations, the relevant certification must be attached.
Article 11 (Officer responsible for disclosures)
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The officer responsible for disclosures shall inspect the work promotion situation necessary for the execution of periodic reports, and shall take the necessary measures if the legal time limits cannot be met.
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After receiving the periodic report documents from the head of the department in charge of disclosures, the officer responsible for disclosures must examine whether they comply with the related laws and regulations, and also whether the disclosed information meet the standards of accuracy, completeness, reporting to the CEO. Once the authorization of the CEO is obtained, the officer responsible for disclosures shall have the head of the department in charge of disclosures carry out the disclosures.
Article 12 (The CEO)
The CEO must examine the appropriateness of the periodic report documents submitted by the officer responsible for disclosures, authorizing them and when necessary making certifications according to the related laws and regulations.
Article 13 (The post-examination of the disclosure contents)
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Regarding the composing of the periodic report documents, the head of the relevant business departments and that of the department in charge of disclosures shall immediately after the disclosure examine the appropriateness of the disclosure contents.
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The head of the department in charge of disclosures must make immediate correcting disclosures in the case of omissions or entry errors.
Section 2 Non-periodic disclosures
Article 14 (Non-periodic disclosures)
The company shall compose the non-periodic disclosure documents and submit them to the Exchange in the required time limits.
Article 15 (The business departments)
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Each of the business departments must deliver the related information to the department in charge of disclosures if a matter related to non-periodic disclosure occurs or is anticipated to, or if there are reasons for change or reasons for cancellations of non-periodic report information.
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The business department must respond to the head of the department in charge of disclosures in case the latter according to Paragraph 1 requests the supplementation of information or the submittal of additional information. However, the head of the business department may withhold judgment and first consult with the officer responsible for disclosures if the relevant matter requires grave security or secrecy and follow his directions.
Article 16 (The department in charge of disclosures)
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Once the department in charge of disclosures receives from business departments the information related to non-periodic disclosures, it must immediately examine whether the submitted information applies to the disclosure matters and also accuracy and completeness of the information. The head of the department in charge of disclosures if necessary may request the business department to supplement the information provided or additional materials.
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As a result of the examination based on the previous paragraph, the head of the department in charge of disclosures must, if the relevant non-periodic reporting matters apply, report the examined information of that year to the officer responsible for disclosures, and after receiving the authorization of the officer responsible for disclosures, carry out the disclosures according to the disclosure methods determined in related laws and regulations.
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If as a result of examinations of Paragraph 1 the disclosure matters do not apply, the head of the department in charge of disclosures shall include the reason for non-application and the relevant year’s examination results by document and report them to the officer responsible for disclosures.
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The head of the department in charge of disclosures must verify if the non-periodic disclosure matters related to the regulation of monopoly or fair trade practices of Article 11-2 of the Statutory Law, checking to see whether large-scale internal transactions occurred.
Article 17 (The officer responsible for disclosures)
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The officer responsible for disclosures shall examine whether the matters discussed in paragraphs 2 and 3 of the previous article and the disclosure documents were properly composed, and make approval or not of the disclosures.
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The officer in responsible for disclosures must report important matters regarding the non-periodic disclosures to the CEO.
Article 18 (Post-examination of the disclosure contents)
The regulations of Article 13 are applied with modifications to the non-periodic disclosures. Here, “periodic report documents” are regarded as “non-periodic disclosure documents.”
Section 3 Fair disclosure
Article 19 (Fair disclosures)
The company must compose the documents related to fair disclosures and submit them to the Exchange in the required time limit.
Article 20 (Prohibition of bypass provision of fair disclosure information)
The provider of fair disclosure information (refers to the person specified in Article 15, Paragraph 2 of the Disclosure Regulations), when providing information to the receiver of fair disclosure information (refers to the person specified in Article 15, Paragraph 3 of the Disclosure Regulations), shall not use bypass methods employing various proportion manipulations or increase/decrease of scales.
Article 21 (Matters for attention)
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When carrying out fair disclosures, the officer responsible for disclosures, the officer in charge of disclosures, the business departments and contact information related to fair disclosure information of that year, must be included so that investors can easily make inquiries for detailed information.
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If there is a request from the Exchange, the summarized contents of the fair disclosure as well as the homepage address shall be entered when making disclosures to the Exchange, and the summarized contents and original text shall be uploaded on the company homepage.
Article 22 (Application with modifications)
Articles 13, 15~17 applies with necessary modifications regarding fair disclosures. In this case, the “periodic report documents” mentioned in Article 13 becomes “fair disclosure documents,” and the “non-periodic disclosures” mentioned in Article 17 becomes “fair disclosures.”
Section 4 Inquiry notice
Article 23 (Inquiry notice)
The company shall compose the inquiry notice documents and submit them to the Exchange within the time limits.
Article 24 (Department in charge of disclosures)
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If the head of the department in charge of disclosures receives the request for inquiry notices from the Exchange, he must compose the disclosure documents after immediately examining the truthfulness of the information and whether the important information is included, receiving the authorization of the officer responsible for disclosures, thereby responding to the inquiry notices.
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The head of the department in charge of disclosures can request materials or request the statement of opinion from each of the business departments for the examination of the truthfulness and the importance of the information described in the previous paragraph, and in this case, the business departments of the relevant year must respond to the requests. However, the heads of the business departments may withhold the delivery of information if he believes that the situation requires grave security or secrecy, in which case he will report this to the officer responsible for disclosures and follow the latter’s orders.
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If the head of the department in charge of disclosures receives the request for inquiry notices and makes disclosures during the process of decision-making (hereafter referred to as ‘unconfirmed disclosures’), he shall grasp the confirmed results of the disclosures and the situation of progress, and afterwards, he shall receive the authorization of the officer responsible for disclosures and implement re-disclosures within a month of the unconfirmed disclosures. In this case, if re-disclosures cannot be made within 1 month, the re-disclosure period shall be specified and disclosure carried out again.
Article 25 (Application with modifications)
Articles 13, 16-2, and 17 of the regulations shall in regard to inquiry notices be applied with necessary modifications. In this case, the “periodic report” of Article 13 shall be modified as “inquiry notices,” “non-periodic disclosures” of Article 17 as “inquiry notices,” and “the examination contents and disclosure documents of Paragraph 2 and 3” of Article 17, Paragraph 1 shall be modified as “Paragraph 1 confirmation contents and disclosure documents.”
Section 5 Autonomous disclosures
Article 26 (Autonomous disclosures)
The company can compose the autonomous disclosure documents and submit them to the Exchange within the disclosure time limits.
Article 27 (The judgment of autonomous disclosure matters and the collection of information)
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If the officer responsible for disclosures believes that autonomous disclosures are necessary, or he cancellation or reasons for change of one of the items of the autonomous disclosures are anticipated, he may order the head of the department in charge of disclosures to collect the necessary information and compose the disclosure documents.
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If there was an order from the officer responsible for disclosures which arose from the necessity of autonomous disclosures, or if one of the items of the autonomous disclosures were cancelled or changed as in the previous paragraph, the head of the department in charge of disclosures may demand from the heads of the business departments the provision of necessary information or the submission of materials.
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Once the head of the business departments receive the directions from the head of the department in charge of disclosures necessary information or document as in the previous paragraph, in the manner prescribed in Article 7, Paragraph 2, he shall deliver the information and documents to the department in charge of disclosures.
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The heads of the business departments shall immediately respond to requests from the head of the department in charge of disclosures regarding the supplementation of notices and the submittal of additional materials described in the previous paragraph. However, if the matter is judged to require grave security or secrecy, the former shall report this to the officer responsible for disclosures and follow necessary orders.
Article 28 (Application with modifications)
Articles 13, 16, and 17 shall be applied with modifications regarding autonomous disclosures. In this case, “period reports” of Article 13 shall be modified as “autonomous disclosures,” “the examination of whether it applies to disclosures matters” of Article 16, Paragraph 1 shall be modified to “examination of the necessity of disclosures,” the “in case it applies to the disclosure matters” of the same article, Paragraph 2 shall be modified to “if disclosures are judged to be necessary,” “if disclosure matters don’t apply” of the same article, Paragraph 3 shall be modified to “if disclosures are not judged to be necessary,” and finally, “non-periodic disclosures” of Articles 16 and 17 shall be modified to “autonomous disclosures.”
Section 6 Issuance disclosures and the reporting of important matters
Article 29 (Issuance disclosures and the reporting of important matters)
The company shall compose documents involving the issuance disclosures and the reporting of important matters and submit them to the Commission within the disclosure time limit.
Article 30 (Establishment of the work promotion plans)
If the issuance disclosure or the situation involving the reporting of important matters occurs or is anticipated to occur in conformity with Statutory Law Article 161, Paragraph 1, Subparagraphs 6~8, the head of the department in charge of disclosures shall check the disclosures items and the schedule of disclosures, establishing the work promotion plans according to each business department and their divisions of works, after which he will receive the authorization of the officer responsible for disclosures and convey them to each business department.
Article 13 (Application with modifications)
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Article 9, Paragraph 3, Article 10, Paragraph 2~3, Articles 11~13 of the Regulations shall apply with necessary modifications regarding the issuance disclosures and the reporting of important matters described in the previous article. The “yearly disclosure work plans” of Article 10, Paragraph 3 shall be modified to “issuance disclosures and the work promotion plans of important matters,” the “periodic report documents” of Article 10, Paragraph 3 and Article 11~13 shall be modified to “issuance disclosures and the documents of important reporting matters.”
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Of the important matters for reporting of Statutory Law Article 161, Paragraph 1, Subparagraphs 1~5 and 9, Article 15~18 shall apply with necessary modifications. In this case, “non-periodic disclosures” or “non-periodic disclosure documents” shall be modified to “important matters for reporting” or “documents for reporting important matters.”