ไทยSecurities Trading Policy
Securities Trading Policy of Directors Executives and employees
Introduction
IT City Public Company Limited (the “Company”) Continuously adhere to and comply with the principles of good corporate governance. On the basis of ethics and morality have always been the guide. Therefore, the Board of Directors has prepared and implemented the Securities Trading Policy of Directors. (“Policy”) as a common guideline.
Objectives
- To determine the rules and guidelines regarding the trading of securities of directors. Executives and employees
- Assisting the directors The Company’s executives and employees have complied with the Securities and Exchange Act B.E. 2535 (1992) regarding the trading of securities using inside information.
- Maintain the confidence of shareholders and investors who wish to invest in the Company’s securities.
Scope
This policy applies to directors, executives, Employees and any other persons as determined by the Company, including spouses or dependents of their spouses and minor children in the trading of the Company’s securities. which is listed on the Stock Exchange of Thailand.
Definition
” Inside Information ” means information and/or material facts of the Company that have not been disclosed to the public and may result in changes in the price or value of the Company’s securities.
” Executive ” means an executive as defined by the Office of the Securities and Exchange Commission (“SEC”), including executives at the same level as the top four executives and executives in the finance and accounting division who are at the level of manager or higher.
” Employee ” means an employee of the Company at all levels. This includes temporary contract employees of the Company.
Duties and Responsibilities
- The Board of Directors is responsible for overseeing this policy to ensure that the Board of Directors All executives, employees and any other persons as determined by the Company have complied with the rules and guidelines for trading the Company’s securities as prescribed.
- The Company Secretary is responsible for supporting the Board of Directors in communication. Monitor and supervise compliance with the guidelines of this policy.
- All executives are responsible for ensuring that their subordinates understand and strictly comply with the Securities Trading Policy.
- Employees are responsible for acknowledging and complying with this policy.
Legal Compliance
- Director All executives and employees must comply with the prohibition on trading securities using inside information, which is stipulated in the Securities and Exchange Act B.E. 2535 (1992).
- Director Any officer or employee who knows or possesses the Company’s internal information shall not: Disclose inside information to other persons, whether directly or indirectly, and in any way, knowing or should know that the recipient may use such information to buy or sell securities or to be bound by derivatives contracts related to securities, whether for themselves or others.
The Company’s securities trading policy by persons designated by the Company
Designated Persons
“Person designated by the Company” means a person who has a position or duty and has knowledge of the Company’s internal information (including the spouse (or person living with the husband and wife) and the minor children of such person, as well as any juristic person in which such person, spouse, or person living with the spouse or minor child collectively holds more than 30% of the total number of shares and proportionately shares. The largest shareholding in that juristic person) is as follows:
- Director
- Senior Executives
- Executives and employees in departments that have access to the Company’s internal information, such as the Investor Relations Department. Accounting and Finance Department, Secretarial Division, Internal Audit Department.
- All executives and employees who attend meetings with the Board of Directors and/or sub-committees.
- Any other person of the Company and related persons. There is a common opinion on the designation of the person designated by the Company.
Blackout Period
- Persons designated by the Company to trade the Company’s securities in the period of 30 days prior to the disclosure of the quarterly and annual financial statements and such other periods as the Company may determine from time to time. 24 Hours
- The Company Secretary will announce the prohibition period in advance to help the person designated by the Company comply with the rules.
Trading of securities that are not subject to securities trading under this Policy
This policy does not apply in the case of securities acquisition or tender offer.
Reporting of Securities Holdings
- Initial Reporting: First Four Directors and Executives or Equivalent To prepare and disclose a report on their securities holdings (including their spouses or cohabitants, spouses, minor children, and juristic persons in which such persons are shareholders totaling more than 30%) through the electronic filing system of the Office. SEC within 7 business days from the date of purchase, sale, transfer or receipt of transfer of securities under the Securities and Exchange Act B.E. 2535 (1992), Section 59.
- Reporting on Changes Directors and executives of the first four ranks or equivalent shall
prepare and disclose a report on changes in their securities holdings (including spouses or dependents, minor children, and juristic persons in which such persons are shareholders totaling more than 30%) through the electronic filing system of the SEC within 3 business days from the date on which securities are purchased, sold, transferred or transferred. Securities and Exchange Act, B.E. 2535 (1992), Section 59.
Reporting by Directors and Senior Executives
Directors and senior executives are obliged to prepare and disclose such changes in securities holdings to the Securities and Exchange Commission. According to the Securities and Exchange Act B.E. 2535 (1992), Section 59 and related announcements.
The company secretary must prepare a copy of the report. Submit the report to the Chairman of the Board of Directors within 7 working days from the date of receipt of the report and report to the Board of Directors at the next meeting.
Other restrictions on securities trading
The Company encourages the persons designated by the Company to invest in the Group’s securities in the long term. Short-term trading in the Group’s securities should not be traded in the Group’s securities in the short term or as a speculation in the Group’s securities.
Violation of relevant policies and laws
Director Executives or employees who violate the Securities Trading Policy may be considered for disciplinary action according to reasonable grounds and may be liable for both criminal and civil liability.
According to the Securities and Exchange Act B.E. 2535 (1992), Section 275 states: “Any person who is responsible for preparing and disclosing a report under Section 59 who violates or fails to comply with Section 59 or violates or fails to comply with the prescribed rules or methods under Section 59 shall be liable to a fine not exceeding 500,000 Baht and a fine not exceeding 10,000 Baht per day for the duration of the failure to comply with the regulations.
This will take effect from December 20, 2021 onwards.
