This Policy has been developed to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the market in accordance with all applicable legal, regulatory and stock exchange requirements. It applies throughout the Migao organization, including directors, officers and employees of Migao Corporation (the "Corporation") and subsidiaries thereof (collectively, "Migao").
What Type of Information Is Subject to this Policy
This Policy deals with how Migao and its employees handle material undisclosed information about Migao. It deals with our formal disclosure requirements such as annual and quarterly reports, prospectuses and news releases and with information that we post on our website. It also extends to oral communications. For example, speeches by senior management, responses to media inquiries and statements made in meetings with analysts and investors must comply with this Policy.
Material InformationSignificance of Material Information
When information is "material" (described below as "material information"), the Corporation is legally obliged to disclose it. While the obligation is to disclose this information immediately, there will necessarily be a period of time during which the Corporation is preparing to make this disclosure when some people at Migao will be aware of that information. During this period of time, those people will be in possession of "material undisclosed information". This creates opportunities for insider trading, tipping and selective disclosure. These activities are damaging both for the individuals involved and for Migao and are strictly prohibited under this Policy, and under other Corporation policies, including the Insider Trading and Confidential Information Policy.
The decision about whether information is material and what action should be taken so that the necessary disclosure will be made in accordance with all legal and stock exchange requirements must only be made by the Disclosure Committee and the Board of Directors of the Corporation (as described below). If you become aware of information that you think may be considered material, you should advise your immediate supervisor or a member of the Disclosure Committee so that a proper determination can be made about whether the information should be publicly disclosed.
What Is Material Information
"Material information" is any information relating to the business and affairs of Migao that results in or would reasonably be expected to result in a significant change in the market price or value of any securities issued by the Corporation. Examples of such information would include: annual or quarterly financial results; significant changes in management; significant shifts in operating or financial circumstances such as major write-offs and changes in earnings projections; borrowing of a significant amount of funds; acquisitions of, or mergers with, other enterprises; significant new contracts or loss of business; and major new products, services or patents and includes a decision to implement a material change by the Board of Directors of the Corporation (the "Board
") or by senior management who believe that confirmation of the decision by the Board is probable. This list is not intended to be exhaustive. Other information may also constitute material information of Migao.
The Corporation disseminates material information broadly to the market in accordance with all applicable legal, regulatory and stock exchange requirements. It does not disclose such information selectively to certain groups or individuals, such as analysts or institutional investors, before it has been disclosed to the public. This type of disclosure, often referred to as "selective disclosure", is both improper and illegal. It also constitutes a violation of this Policy.
How the Corporation Deals with Disclosure of Material InformationDisclosure Committee
The Board, in consultation with the Chief Executive Officer of the Corporation (the "CEO
"), has established a Management Disclosure Committee (the "Disclosure Committee
") for overseeing the Corporation's disclosure practices (for greater certainty, not being a committee of the Board). The members of the Disclosure Committee may change from time to time but at a minimum will include the CEO, CFO and the Chair of the Governance, Nomination and Compensation Committee of the Corporation.
The Disclosure Committee and the Board will determine when developments justify public disclosure.
It is essential that the Disclosure Committee be fully apprised of all material corporate developments to be able to determine whether there is information that should be publicly disclosed and what the appropriate timing is for release of that information. In some cases, the Disclosure Committee and the Board may determine that the information should remain confidential. If that is the case, they will determine how that information will be controlled so that it is not inadvertently released. It is therefore important that everyone within the Migao organization make known to the Disclosure Committee material information relating to Migao. You must provide that information to the Disclosure Committee as you become aware that it is, or may be, material. This applies throughout the year, but is particularly critical when preparation of annual or quarterly financial statements and MD&A or the Corporation's Annual Information Form (when applicable) is underway.
The Board designates a limited number of spokespersons ("Designated Spokespersons
") responsible for communication with the media, investors and analysts. At the present time, those executives are the CEO, CFO and the external investor relations consultant.
Unless you are a Designated Spokesperson, you must not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by a Designated Spokesperson. All such inquiries shall be referred to Designated Spokespersons.
Other Types of InformationRumours
It is generally the Corporation's policy not to comment on market rumors.
This Policy also applies to electronic communications. The external investor relations consultant or his/her delegate, in consultation with the Disclosure Committee, is responsible for updating the Investor Relations section of the Corporation's website and for monitoring all corporate information placed on the website to ensure that it is accurate, complete and up to date. Any material changes in that information must be updated immediately. Although the Corporation views electronic communications as an extension of its formal disclosure record, it recognizes that disclosure on the Corporation's website does not constitute adequate disclosure of information that is considered material non-public information. Any disclosures of material information on its website will be coordinated with a news release.
The external investor relations consultant or his/her delegate must approve all links from the Corporation's website to third party websites. The website will include a notice that advises readers they are leaving the Corporation's website and that the Corporation is not responsible for the contents of the other site. The Designated Spokespersons will also be responsible for responses to electronic inquiries. Only public information or information that could otherwise be disclosed in accordance with this Policy shall be used to respond to electronic inquiries.
Employees are prohibited from participating in Internet chat rooms, bulletin boards or newsgroup discussions on matters pertaining to Migao's activities or the Corporation's securities. Employees who encounter a discussion pertaining to Migao should advise the Chief Financial Officer or his/her delegate immediately, so the discussion may be monitored.
Continuous Disclosure Record
The Corporation's Disclosure RecordOffering Documents
When the Corporation offers securities to the public, it issues a prospectus. This prospectus sets out "full, true and plain disclosure" of the material facts relating to the securities issued by the Corporation. This means that the document does not contain any untrue statement of a material fact nor does it omit to state a material fact required to be stated or that is necessary to be stated to make a statement not misleading in light of the circumstances in which it was made. If the Corporation offers securities in the future, a similar document will need to be prepared and will also need to contain "full, true and plain disclosure" of the material facts relating to the securities issued by the Corporation.
Continuous Disclosure Record
As a public entity, the Corporation must provide certain information to its shareholders, to securities regulators and to the stock exchanges on which it is listed on a regular basis. The CEO and CFO are accountable for the Corporation's public disclosure. They have supervised the design of disclosure controls and procedures in connection with creation of that disclosure. The Disclosure Committee is responsible for the implementation of these disclosure controls and procedures.
Review of Offering Documents and Continuous Disclosure Documents
If you are asked to review an offering document or any other continuous disclosure document of the Corporation, you must consider all information about Migao of which you are aware in order to adequately assess whether the disclosure being reviewed is accurate, fails to state a material piece of information or is misleading or inaccurate in any way. You must bring to the attention of a member of the Disclosure Committee any information that you know or reasonably believe to be misleading or inaccurate in the document. You should also advise a member of the Disclosure Committee if you believe that the document omits to state a fact or information that may be material to an understanding of the results of operations of Migao or the performance of Migao as a whole.
This Policy is dated and effective as of November 11, 2006, as amended on June 27, 2014, and should be read in conjunction with the Corporation's Insider Trading and Confidential Information Policy.