Attached files
| file | filename |
|---|---|
| 10-K - Xinde Technology Co | v197463_10k.htm |
| EX-32.2 - Xinde Technology Co | v197463_ex32-2.htm |
| EX-31.1 - Xinde Technology Co | v197463_ex31-1.htm |
| EX-32.1 - Xinde Technology Co | v197463_ex32-1.htm |
| EX-23.1 - Xinde Technology Co | v197463_ex23-1.htm |
| EX-31.2 - Xinde Technology Co | v197463_ex31-2.htm |
XINDE
TECHNOLOGY COMPANY
Written
Disclosure Policy
Adopted
by the Board of Directors on September 16, 2010
Objective
And Scope
The
objective of this disclosure policy is to ensure that communications to the
investing public about Xinde Technology Company, a Nevada corporation (the
“Company”)
are:
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Timely,
factual and accurate; and
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Broadly
disseminated in accordance with all applicable legal and regulatory
requirements.
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This
disclosure policy confirms in writing our existing disclosure policies and
practices. Its goal is to raise awareness of the Company’s approach to
disclosure among the Board of Directors (the “Board”), senior
management and employees.
This
disclosure policy extends to all employees of the Company, its Board and those
authorized to speak on its behalf. It covers disclosures in documents filed with
the securities regulators and written statements made in the Company’s annual
and quarterly reports, news releases, letters to shareholders, presentations by
senior management and information contained on the Company’s website and other
electronic communications. It extends to oral statements made in meetings and
telephone conversations with analysts and investors, interviews with the media
as well as speeches, press conferences and conference calls.
Disclosure
Policy Committee
The Board
has established a disclosure policy committee (the “Committee”)
responsible for overseeing the Company’s disclosure practices. The Committee
consists of the Chief Executive Officer (the “CEO”), Chief
Financial Officer (the “CFO”) and the
Corporate Secretary of the Company.
The
Committee will set benchmarks for a preliminary assessment of materiality and
will determine when developments justify public disclosure. The Committee will
meet as conditions dictate and the secretary will maintain minutes of
meetings.
It
is essential that the Committee be kept fully apprised of all pending material
Company developments in order to evaluate and discuss those events and to
determine the appropriateness and timing for public release of
information.
If it is
deemed that the information should remain confidential, the Committee will
determine how that inside information will be controlled.
The
Committee will review and update, if necessary, this disclosure policy on an
annual basis or as needed to ensure compliance with changing regulatory
requirements. The Committee will report to the Board on a quarterly
basis.
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Principles
Of Disclosure Of Material Information
Material
information is any information relating to the business and affairs of the
Company that results in, or would reasonably be expected to result in, a
significant change in the market price or value of the Company’s securities or
that would reasonably be expected to have a significant influence on a
reasonable investor’s investment decisions.
In
complying with the requirement to disclose forthwith all material information
under applicable laws and stock exchange rules, the Company will adhere to the
following basic disclosure principles:
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1.
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Material
information will be publicly disclosed immediately via news release and,
at the Committee’s discretion, via a Current Report on Form 8-K filing
with the U.S. Securities and Exchange Commission (the “SEC”).
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2.
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In
certain circumstances, the Committee may determine that such disclosure
would be unduly detrimental to the Company (for example if release of the
information would prejudice negotiations in a corporate transaction), in
which case the information will be kept confidential until the Committee
determines it is appropriate to publicly disclose. In such circumstances,
the Committee will cause a confidential material change report to be filed
with the applicable securities regulators, and will periodically (at least
every ten (10) days) review its decision to keep the information
confidential (also see “RUMORS”
herein).
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3.
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Disclosure
must include any information the omission of which would make the rest of
the disclosure misleading (half truths are
misleading).
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4.
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Unfavorable
material information must be disclosed as promptly and completely as
favorable information.
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5.
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No
selective disclosure. Previously undisclosed material information must not
be disclosed to selected individuals (for example, in an interview with an
analyst or in a telephone conversation with an investor). If previously
undisclosed material information has been inadvertently disclosed to an
analyst or any other person not bound by an express confidentiality
obligation, such information must be broadly disclosed immediately via
news release.
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6.
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Disclosure
on the Company's website alone does not constitute adequate disclosure of
material information.
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7.
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Disclosure
must be corrected immediately if the Company subsequently learns that
earlier disclosure by the Company contained a material error at the time
it was given.
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Trading
Restrictions And Blackout Periods
It is
illegal for anyone to purchase or sell securities of any public company with
knowledge of material information affecting that company that has not been
publicly disclosed. Except in the necessary course of business, it is also
illegal for anyone to inform any other person of material non-public
information. Therefore, insiders and employees with knowledge of confidential or
material information about the Company or counter-parties in negotiations of
material potential transactions, are prohibited from trading shares in the
Company or any counter-party until the information has been fully disclosed and
a reasonable period of time has passed for the information to be widely
disseminated.
Trading
blackout periods will apply to all employees with access to material undisclosed
information during periods when financial statements are being prepared but
results have not yet been publicly disclosed. The blackout period commences on
the first day of the month following the end of a quarter and ends on the second
day following the issuance of a news release disclosing quarterly
results.
Blackout
periods may be prescribed from time to time by the Committee as a result of
special circumstances relating to the Company pursuant to which insiders of the
Company would be precluded from trading in securities of the Company. All
parties with knowledge of such special circumstances should be covered by the
blackout. Such parties may include external advisors such as legal counsel,
investment bankers and counter-parties in negotiations of material potential
transactions.
Maintaining
Confidentiality
Any
employee privy to confidential information is prohibited from communicating such
information to anyone else, unless it is necessary to do so in the course of
business. Efforts will be made to limit access to such confidential information
to only those who need to know the information and such persons will be advised
that the information is to be kept confidential.
Communication
by e-mail leaves a physical track of its passage that may be subject to later
decryption attempts. All confidential information being transmitted over the
Internet must be secured by the strongest encryption and validation methods
available. Where possible, employees should avoid using e-mail to transmit
confidential information.
Outside
parties privy to undisclosed material information concerning the Company will be
told that they must not divulge such information to anyone else, other than in
the necessary course of business and that they may not trade in the Company’s
securities until the information is publicly disclosed. Such outside parties
will confirm their commitment to non-disclosure in the form of a written
confidentiality agreement.
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In order
to prevent the misuse or inadvertent disclosure of material information, the
procedures set forth below should be observed at all times:
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1.
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Documents
and files containing confidential information should be kept in a safe
place to which access is restricted to individuals who “need to know” that
information in the necessary course of business and code names should be
used if necessary.
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2.
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Confidential
matters should not be discussed in places where the discussion may be
overheard, such as elevators, hallways, restaurants, airplanes or
taxis.
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3.
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Confidential
matters should not be discussed on wireless telephones or other wireless
devices.
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4.
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Confidential
documents should not be read or displayed in public places and should not
be discarded where others can retrieve
them.
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5.
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Employees
must ensure they maintain the confidentiality of information in their
possession outside of the office as well as inside the
office.
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6.
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Transmission
of documents by electronic means, such as by fax or directly from one
computer to another, should be made only where it is reasonable to believe
that the transmission can be made and received under secure
conditions.
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7.
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Unnecessary
copying of confidential documents should be avoided and documents
containing confidential information should be promptly removed from
conference rooms and work areas after meetings have concluded. Extra
copies of confidential documents should be shredded or otherwise
destroyed.
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8.
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Access
to confidential electronic data should be restricted through the use of
passwords.
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DESIGNATED
SPOKESPERSONS
The
Company designates a limited number of spokespersons responsible for
communication with the investment community, regulators or the media. The CEO
and the CFO shall be the official spokespersons for the Company.
Individuals
holding these offices may, from time to time, designate others within the
Company to speak on behalf of the Company as back-ups or to respond to specific
inquiries.
Employees
who are not authorized spokespersons must not respond under any circumstances to
inquiries from the investment community, the media or others, unless
specifically asked to do so by an authorized spokesperson. All such
inquiries shall be referred to the CEO.
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NEWS
RELEASES
Once the
Committee determines that a development is material, it will authorize the
issuance of a news release and, at the Committee’s discretion, a Current Report
on Form 8-K filing with the SEC, unless the Committee determines that such
developments must remain confidential for the time being, appropriate
confidential filings are made and control of that inside information is
instituted. Should a material statement inadvertently be made in a selective
forum, the Company will immediately issue a news release and, at the Committee’s
discretion, a Current Report on Form 8-K filing with the SEC in order to fully
disclose that information.
If
the stock exchange(s) upon which shares of the Company are listed is open for
trading at the time of a proposed announcement, prior notice of a news release
announcing material information must be provided to the market surveillance
department to enable a trading halt, if deemed necessary by the stock
exchange(s). If a news release announcing material information is issued outside
of trading hours, market surveillance must be notified before the market
opens.
Annual
and interim financial results will be publicly released immediately following
board approval of the financial statements.
News
releases will be disseminated through an approved news wire service that
provides simultaneous national and/or international distribution. News releases
will be transmitted to all stock exchange members, relevant regulatory bodies,
major business wires, national financial media and the local media in areas
where the Company has its headquarters and operations.
News
releases will be posted on the Company’s website immediately after release over
the news wire. The news release page of the website shall include a notice that
advises the reader that the information posted was accurate at the time of
posting, but may be superseded by subsequent news releases.
Conference
Calls
At the
discretion of the Board, conference calls will be held for quarterly earnings
and major corporate developments, whereby discussion of key aspects is
accessible simultaneously to all interested parties, some as participants by
telephone and others in a listen-only mode by telephone or via a webcast over
the Internet. The call will be preceded by a news release containing all
relevant material information. At the beginning of the call, a Company
spokesperson will provide appropriate cautionary language with respect to any
forward-looking information and direct participants to publicly available
documents containing the assumptions, sensitivities and a full discussion of the
risks and uncertainties.
The
Company will provide advance notice of the conference call and webcast by
issuing a news release announcing the date and time and providing information on
how interested parties may access the call and webcast. In addition, the Company
may send invitations to analysts, institutional investors, the media and others
invited to participate. Any non-material supplemental information provided to
participants will also be posted to the website for others to view. A tape
recording of the conference call and/or an archived audio webcast on the
Internet will be made available following the call for a minimum of thirty (30)
days, for anyone interested in listening to a replay.
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The
Committee will hold a debriefing meeting immediately after the conference call
and if such debriefing uncovers selective disclosure of previously undisclosed
material information, the Company will immediately disclose such information
broadly via news release and, at the Committee’s discretion, a Current Report on
Form 8-K filing with the SEC.
Rumors
The
Company does not comment, affirmatively or negatively, on rumors. This also
applies to rumors on the Internet. The Company’s spokespersons will respond
consistently to those rumors, saying, “It is our policy not to comment on market
rumors or speculation.” Should the stock exchange request that the Company make
a definitive statement in response to a market rumor that is causing significant
volatility in the stock, the Committee will consider the matter and decide
whether to make a policy exception. If the rumor is true in whole or in part,
the Company will immediately issue a news release and, at the Committee’s
discretion, a Current Report on Form 8-K filing with the SEC disclosing the
relevant material information.
Contacts
With Analysts, Investors And The Media
Disclosure
in individual or group meetings does not constitute adequate disclosure of
information that is considered material non-public information. If the Company
intends to announce material information at an analyst or shareholder meeting or
a press conference or conference call, the announcement must be preceded by a
news release.
The
Company recognizes that meetings with analysts and significant investors are an
important element of the Company’s investor relations program. The Company will
meet with analysts and investors on an individual or small group basis as needed
and will initiate contacts or respond to analyst and investor calls in a timely,
consistent and accurate fashion in accordance with this disclosure
policy.
The
Company will provide only non-material information through individual and group
meetings, in addition to regular publicly disclosed information, recognizing
that an analyst or investor may construct this information into a mosaic that
could result in material information. The Company cannot alter the materiality
of information by breaking down the information into smaller, non-material
components.
The
Company will provide the same sort of detailed, non-material information to
individual investors or reporters that it has provided to analysts and
institutional investors.
Spokespersons
will keep notes of telephone conversations with analysts and investors and where
practicable more than one (1) Company representative will be present at all
individual and group meetings. A debriefing will be held after such meetings and
if such debriefing uncovers selective disclosure of previously undisclosed
material information, the Company will immediately disclose such information
broadly via news release and, at the Committee’s discretion, a Current Report on
Form 8-K filing with the SEC.
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Reviewing
Analyst Draft Reports And Models
It is the
Company’s policy to review, upon request, analysts’ draft research reports or
models. The Company will review the report or model for the purpose of pointing
out errors in fact based on publicly disclosed information. It is the Company’s
policy, when an analyst inquires with respect to his/her estimates, to question
an analyst’s assumptions if the estimate is a significant outlier among the
range of estimates and/or the Company’s published earnings guidance. The Company
will limit its comments in responding to such inquiries to non-material
information. The Company will not confirm, or attempt to influence, an analyst’s
opinions or conclusions and will not express comfort with the analyst’s model
and earnings estimates.
In order
to avoid appearing to “endorse” an analyst’s report or model, the Company will
provide its comments orally or will attach a disclaimer to written comments to
indicate the report was reviewed only for factual accuracy.
Distributing
Analyst Reports
Analyst
reports are proprietary products of the analyst’s firm. The analyst’s firm may
view re-circulating a report by an analyst as an endorsement. For these reasons,
the Company will not provide analyst reports through any means to persons
outside of the Company or to employees of the Company, including posting such
information on its website. The Company may post on its website a complete list,
regardless of the recommendation, of all the investment firms and analysts who
provide research coverage on the Company. If provided, such list will not
include links to the analysts’ or any other third party websites or
publications.
Forward-Looking
Information
Should
the Company elect to disclose forward-looking information (“FLI”) in continuous
disclosure documents, speeches, conference calls, etc., the following guidelines
will be observed.
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The
information, if deemed material, will be broadly disseminated via news
release, in accordance with this disclosure
policy.
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2.
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The
information will be clearly identified as forward
looking.
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3.
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The
Company will identify all material assumptions used in the preparation of
the forward-looking information.
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4.
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The
information will be accompanied by a statement that identifies, in very
specific terms, the risks and uncertainties that may cause the actual
results to differ materially from those projected in the statement,
including a sensitivity analysis to indicate the extent to which different
business conditions from the underlying assumptions may affect the actual
outcome.
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5.
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The
information will be accompanied by a statement that disclaims the
Company’s intention or obligation to update or revise the FLI, whether as
a result of new information, future events or otherwise. Notwithstanding
this disclaimer, should subsequent events prove past statements about
current trends to be materially off target, the Company may choose to
issue a news release explaining the reasons for the difference. In this
case, the Company will update its guidance on the anticipated impact on
revenue and earnings (or other key
metrics).
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Managing
Expectations
The
Company will try to ensure, through its regular public dissemination of
quantitative and qualitative information, that analysts’ estimates are in line
with the Company’s own expectations. The Company will not confirm, or attempt to
influence, an analyst’s opinions or conclusions and will not express comfort
with analysts' models and earnings estimates.
If the
Company has determined that it will be reporting results materially below or
above publicly held expectations, at the discretion of the Board, it will
disclose this information in a news release and, at the Committee’s discretion,
a Current Report on Form 8-K filing with the SEC in order to enable discussion
without risk of selective disclosure.
Quiet
Periods
In order
to avoid the potential for selective disclosure or even the perception or
appearance of selective disclosure, the Company will observe a quiet period
which commences on the first day of the month following the end of a quarter and
ends with the issuance of a news release disclosing quarterly results. During
this quiet period, the Company will not initiate or participate in any meetings
or telephone contacts with analysts and investors and no earnings guidance will
be provided to anyone, other than responding to unsolicited inquiries concerning
factual matters.
Disclosure
Record
The
Committee will maintain a five (5) year file containing all public information
about the Company, including continuous disclosure documents, news releases,
analysts’ reports, transcripts or tape recordings of conference calls,
debriefing notes, notes from meetings and telephone conversations with analysts
and investors, and newspaper articles.
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Responsibility
For Electronic Communications
This
disclosure policy also applies to electronic communications. Accordingly,
officers and personnel responsible for written and oral public disclosures shall
also be responsible for electronic communications.
The
Committee is responsible for updating the investor relations section of the
Company’s website and is responsible for monitoring all Company information
placed on the website to ensure that it is accurate, complete, up-to-date and in
compliance with relevant securities laws.
The
Committee must approve all links from the Company website to a third party
website. Any such links will include a notice that advises the reader that he or
she is leaving the Company’s website and that the Company is not responsible for
the contents of the other site.
Investor
relations material shall be contained within a separate section of the Company’s
website and shall include a notice that advises the reader that the information
posted was accurate at the time of posting, but may be superceded by subsequent
disclosures. All data posted to the website, including text and audiovisual
material, shall show the date such material was issued. Any material changes in
information must be updated immediately. The Committee will maintain a log
indicating the date that material information is posted and/or removed from the
investor relations website. The minimum retention period for material corporate
information on the website shall be two (2) years.
Disclosure
on the Company’s website alone does not constitute adequate disclosure of
information that is considered material non-public information. Any disclosures
of material information on its website will be preceded by the issuance of a
news release and, at the Committee’s discretion, a Current Report on Form 8-K
filing with the SEC.
The
Committee shall also be responsible for responses to electronic inquiries. Only
public information or information which could otherwise be disclosed in
accordance with this disclosure policy shall be utilized in responding to
electronic inquiries.
In order
to ensure that no material undisclosed information is inadvertently disclosed,
employees are prohibited from participating in Internet chat rooms or newsgroup
discussions on matters pertaining to the Company’s activities or its securities.
Employees who encounter a discussion pertaining to the Company should advise the
Committee immediately, so the discussion may be monitored.
Communication
And Enforcement
This
disclosure policy extends to all employees of the Company, its Board and
authorized spokespersons. New directors, officers and employees will be provided
with a copy of this disclosure policy and will be educated about its importance.
This disclosure policy will be circulated to all employees on an annual basis
and whenever changes are made.
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Any
employee who violates this disclosure policy may face disciplinary action up to
and including termination of his or her employment with the Company without
notice. The violation of this disclosure policy may also violate certain
securities laws.
If it
appears that an employee may have violated such securities laws, the Company may
refer the matter to the appropriate regulatory authorities, which could lead to
penalties, fines or imprisonment.
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