KU6 MEDIA CO., LTD
Statement of Commitment to a Consistent Disclosure Policy
Ku6 Media Co., Ltd.(hereinafter referred as the “Company”） commits to providing timely, transparent, consistent and credible information to the investing public consistent with legal and regulatory requirements. It is imperative that disclosure be accomplished in good times and bad and that all parties in the investment community have fair access to information.
The goal of this disclosure policy is to develop and maintain realistic investor expectations by making all required disclosures on a broadly disseminated basis as defined in NASDAQ-listed company disclosure requirements.
Whom and What Disclosures This Policy Covers
This policy covers all employees and the board of directors of the Company and its subsidiaries and affiliates. It covers disclosures in SEC-filed documents and written statements made in the Company’s annual reports, news and earnings releases, communications between the Company and analysts, investors and the news media, senior management speeches and presentations and information contained on the Company’s Website and intranet.
This policy also prohibits all employees from discussing material, nonpublic company matters or developments with anyone outside the Company (including family members, relatives or friends), except as permitted by this policy.
Nothing in this policy should be construed as prohibiting an employee from complying with local, state and federal laws and regulations, including those dealing with reporting emergencies, to appropriate noncompany agencies.
The Role and Responsibilities of the Disclosure Committee
The Company has formed a Public Disclosure Committee. This committee consists at minimum of the investor relations officer, general counsel, the chief financial officer and the chief executive officer. In addition to assessing the accuracy and completeness of annual reports on Form 20-F, current reports on Form 6-K, news releases and financial information releases, and the process for public dissemination of information, the committee will decide when material developments justify public release, make recommendations to the chief executive officer on disclosure policies and meet as situations dictate.
It is essential that the disclosure committee be fully apprised of all material company developments in order to evaluate and discuss those events to determine the appropriateness and timing for public release of information or whether the information should remain confidential, and if so, how that inside information is controlled.
The role of this committee should not be construed as conducting normal investor relations activities. It will systematically review the Company’s prior material disclosures in SEC filings and other public statements to determine whether any updating or correcting is appropriate.
Authorized Spokespersons and Their Responsibilities
Those authorized by this policy to speak on behalf of the Company are the chairman and chief executive officer, the chief financial officer, the investor relations officers and the corporate communications officers. Other employees of the Company may be designated from time to time to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media.
Instructions to Employees who Are Not Authorized Spokespersons
Employees, other than the authorized spokespersons, will be instructed that they are not to respond under any circumstances to inquiries from the investment community or the media unless specifically authorized to do so by an authorized spokesperson to ensure consistent disclosure.
Employees who are not authorized spokespersons who receive either direct or indirect inquiries from investors or the news media must refer all such inquiries to the appropriate, designated corporate investor relations or communication officer.
Policy on News Releases
A news release will be issued on new material developments, unless the Disclosure Committee determines that such developments must remain confidential for the time being and appropriate control of that insider information is instituted along with ensuring insider trading on such information is prohibited.
Conduct of Conference Calls
The Company intends to hold open, publicly accessible conference calls to discuss quarterly financial results and other significant events that arise in the course of its business. Normally, with regularly scheduled conference calls, the Company will issue a news release in advance announcing the date, time of the call and how to access the call. The Company will notify investors who have requested to be informed of upcoming conference calls.
Analysts and professional investors will have teleconference access to the call so they may participate in the question-and-answer part of the call. All others may listen to the call via the Internet on the Company’s Website. The Company will attempt to respond to as many questions as possible as time may allow.
The Company may also use webcasting as a way of communication.
The Company may respond to analyst and investor inquiries in the form of phone conversations, one-on-one meetings with the investor relations officer and other members of the senior management team and meetings with groups of analysts and investors. The purpose of these meetings is for investors to gain a better understanding of the strategies and fundamentals of the Company, as well as to give analysts and investors the opportunity to personally meet and assess management. The Company may also participate in a number of both company-hosted and analyst-hosted conferences and other meetings, as schedules permit.
Responding to Market Rumors
So long as it is clear that the Company is not the source of the market rumor, the Company intends to respond consistently to those rumors, saying it is our policy not to comment on market rumors or speculation. Should Nasdaq request the Company make a definitive statement in response to a market rumor that is causing significant volatility to the stock, the Disclosure Committee will consider the matter and make a recommendation to the CEO on whether to make a policy exception.
Rumors about the Company that are posted in Internet chat rooms are covered by this policy. Employees should not respond to rumors about the Company found in Internet chat rooms, and all rumors should be referred to an authorized company spokesperson for appropriate action.
Handling Projections that are Identified as Forward-looking
The Company may, from time to time, provide forward-looking information to enable the investment community to better evaluate the Company and its prospects for performance. The Company may provide analysts and investors with certain forecast information with respect to revenue projections, pricing and profit margin information, significant new product (or services) developments and projected demand or market potential for its products (or services) on a quarterly and annual basis. When making such forward-looking statements, the Company will use the safe harbor as prescribed in the 1995 Private Securities Litigation Reform Act.
A forward-looking statement made in the Company’s written documents will be accompanied with meaningful cautionary language that warns investors that there is a risk that the statement could change materially. In the case of an oral forward-looking statement, the statement will be identified as such and, if the cautionary language is not included in a previously released, readily available written document, it will immediately accompany the statement. Otherwise, the spokesperson can refer to a readily available written document.