Powerspeed Electrical – Insider Trading Guidelines for Over The Counter Trading
Introduction
In order to inform its Directors, Managers and Employees on the prevention of insider trading violations by its Directors, Managers, Employees and other related individuals, Powerspeed Electrical Limited (hereinafter referred to as ‘The Company’) has adopted the following policies and procedures for the OTC Trading Regime.
These are effective as of 11 January 2021.
Any questions regarding this Guideline should be directed to the Chief Executive Officer.
It shall be in violation of Company Guidelines to trade The Company Shares based on possession of Material Non-public Information.
Application
The Guideline applies to all Directors, Management and employees of The Company who are in possession of Material Nonpublic Information (as defined below). In addition, the Guideline applies to any person who may have Material Nonpublic Information of The Company, including consultants, contractors, and family members of The Company employees. These groups of people are sometimes referred to in this Guideline as “Insiders”.
Any person who possesses Material Nonpublic Information regarding The Company is an Insider for so long as the information is not publicly known. Any such person can be an Insider from time-to-time based on his/her possession of Material Non-public Information and would at those times be subject to this Guideline.
Trading On Material Nonpublic Information
Insiders are prohibited from purchasing or selling shares of The Company until the third Trading Day following the public disclosure of that information, or until the information is no longer material.
Material Information is material if its disclosure is likely to have an impact on Powerspeed’s share price, or if reasonable investors would want to know the information before making an investment decision. In other words, information is material if it would alter significantly the total mix of information available regarding our shares.
Insider Trading Liability
Any Insider, who purchases or sells The Company’s Shares based on Material Non-public Information regarding The Company, will be liable for disciplinary action and summary dismissal.
Individual Responsibility
Every director, manager, and employee has the individual responsibility to comply with this Guideline. The guidelines set fourth herein with respect to the definition of Material Non-public Information are guidelines only, and appropriate judgment should be exercised in connection with any trade in The Company’s shares.
An Insider is prohibited from purchasing or selling The Company’s shares even if he or she planned to make the transaction before learning of the Material Non-public Information and even though the Insider believes he or she may suffer an economic loss or forego an anticipated profit by waiting.
Material Nonpublic Information Regarding Other Companies
This guideline also applies to Material Non-public Information relating to other companies, including The Company’s customers, vendors or suppliers. All employees should treat Material Nonpublic Information about The Company’s customers, vendors or suppliers with the same care as is required with respect to information related directly to The Company and should not use this Material Nonpublic Information to trade in the shares of The Company’s business partners.
Tipping
Insiders shall not disclose, or provide “tips” regarding Material Non-public Information concerning The Company or any of its customers, vendors or suppliers to any other person (including family members). As noted above, anyone to whom such a tip is given automatically becomes an Insider.
Pre-clearance of Trades
The Company has determined that all Directors, and Managers should refrain from trading in The Company’s shares, even during the Permitted Trading Window (see below), without first complying with The Company’s “pre-clearance” process.
Each Director and manager should contact the office of the Chief Executive Officer, who is responsible for conformance, prior to any purchase or sale of The Company’s shares. The Company may find it necessary, from time to time, to require compliance with the pre-clearance process from certain employees, consultants and contractors other than, and in addition to, Directors and managers.
The Chief Executive Officer will refer the application for pre-clearance together with a recommendation thereon to the appropriate approving authority which is:
- in the case of managers, the Chief Executive Officer
- in case of the CEO, the Chairman
- in the case of Directors, the Chairman of the Board
- in the case of the Chairman, the Board of Directors
Permitted Trading Window for Directors and Managers
Directors and managers of The Company may only purchase or sell The Company’s shares during the Permitted Trading Window (subject to pre-clearance in accordance with section IX above).
The Permitted Trading Window is the period in any fiscal reporting period commencing at the close of business on the second “Trading Day” following the date of public disclosure of the financial results for a particular fiscal half year or year and continuing until one fiscal month prior to the end of the next fiscal reporting period. A “Trading Day” is defined as a day on which the OTC market is open for trading.
If public disclosure occurs on a Trading Day before the market closes, then the date of disclosure shall be the first Trading Day following the public disclosure. If public disclosure occurs after the market closes on a Trading Day, the first Trading Day shall be the day following the date of public disclosure.
It should be noted, however, that even during the Permitted Trading Window, any person possessing Material Non-public Information concerning The Company may not engage in any transactions in The Company’s shares until such information has been known publicly for at least two Trading Days, whether or not The Company has recommended a suspension of trading to that person. Trading in The Company’s shares during the Permitted Trading Window should not be considered a “safe harbor” (A provision in international securities law not applying in our jurisdiction, that excuses liability if the attempt to comply in good faith can be demonstrated), and all Directors, managers and other persons should always use good judgment.
Notwithstanding the Permitted Trading Window, Directors and managers may not trade in the company’s shares at any time when The Company is trading under a cautionary announcement. The safest period for trading in The Company’s shares, assuming the absence of Material Non-public Information or a Cautionary Announcement, is probably the first thirty days of the Permitted Trading Window. The purpose behind this suggested “Self-Imposed Trading Window” period is to help establish a diligent effort to avoid any improper transaction.
Notification Of Trades In The Company’s Shares By Directors And Managers
Directors and managers are required to notify The Chief Executive Officer of all transactions in The Company’s shares undertaken by them or on their behalf. Such notification should be received no later than 24 hours after the transaction has been effected and should disclose the following information:
- date on which the transaction was effected
- nature of the transaction
- number of shares transacted and the price at which transacted
- nature and extent of the director’s or manager’s interest in the transaction.
Information on transactions by Directors in The Company’s shares will be disclosed to the market.
Download the .pdf version:
Powerspeed Electrical – Insider Trading Guidelines for OTC Trading – 11 January 2021.pdf
