INSIDER TRADING POLICY

A. INTRODUCTION

ASIA AMALGAMATED HOLDINGS CORPORATION (the "Company") itself clear with regards to fully committing itself to comply with all laws, rules and regulations related to its business operations including compliance with the Insider Trading rule.

As part of the said commitment, this policy is adopted to guide the Company's directors, officers, employees and their associates in trading the Company's shares.

B. POLICY STATEMENT

"Insider Trading" happens when an "Insider" as defined in this policy, gains to have knowledge of material facts and/or changes in the affairs of the Company which are not yet publicly disclosed. They shall refrain from circulating such information or taking part in the Company's buying and selling of shares until further clearance is given by the proper authority.

C. TERMS

A. "Insiders" covers the following persons in the Company or its subsidiaries:

  1. All member of the Board of Directors;

  2. All Key Officers;

  3. All Heads of Organizations and members of the Management Team;

  4. Consultants and advisers of the Company;

  5. All other employees with access to undisclosed material public information

  6. All Secretaries and Executive Assistants, and;

  7. Relatives of the above persons.

B. Material Non-Public information - information are considered "material non-public" if: (a) it has not been generally disclosed to the public and would likely affect the market price of the security after being disseminated to the public and the lapse of allowed time for the market to absorb such information; or (b) would be considered by a reasonable person important under the circumstances in determining the course of action whether to buy, sell or hold a security.

C. Relatives - as defined in the Company's Conflict of Interest Policy.

D. Structured Disclosure - are the defined periodic reportorial requirements required by the SEC, PSE and PDEX (per PSE's Revised Disclosure Rules, Penalties and Fines Implementing Guidelines).

E. Unstructured Disclosure - any material fact or event that occurs, not covered by the structured reports, which would reasonably be expected to affect investor's decisions in relation to the trading of securities (per PSE's Revised Disclosure Rules, Penalties and Fines Implementing Guidelines.

D. RULES

A. Blackout Period - the blackout period is simply a period of time when certain people-either executives, employees, or both are prohibited from buying or selling securities in their company. The following shall be the guide for the Company's Blackout period coverage:

  • Structured Disclosures - Ten (10) trading days before and two (2) trading days after the disclosure of structured reports

  • Unstructured Disclosures - Two (2) trading days after the disclosure of any material information other than the structured reports.

B. An Insider is prohibited from buying or selling, directly or indirectly, listed and publicly trades share of the Company within the Blackout period. However, an Exemption is applied in case of personal emergency when such person is constrained to trade the Company shares within the Blackout period prohibition by doing the following:

  1. The concerned person shall ask permission in writing from the Company President, or in the case of the President, the Chairman of the Board of Directors, prior to the trading of shares;

  2. Written permission shall clearly state the date when trading is allowed;

  3. In the absence of the specified trading days in the written permission, the trading of shares shall be within seven (7) working days from the approval date, and;

  4. The Corporate Secretary shall keep the records of the decisions taken on exceptional cases for future reference

C. In avoiding possible violation of the Blackout Period policy, an Insider may consult the Legal Department prior to the trading of Company shares.

D. The Compliance Officer or Corporate Secretary is commissioned to inform of the Blackout Period at least one week prior to the release of structured reports or one (1) day for the unstructured reports.

E. The Company's employee including Directors, Officers, Heads, etc. shall be responsible for disseminating the Blackout Period information to their Relatives for their guidance.

E. PROHIBITIONS

A. Trading of the Company's shares or procuring another person to trade in the Company's shares, whilst in possession of material information concerning the Company that is not generally available to the public, is prohibited at all times.

B. Communicating material information concerning the Company that is not generally available to the public, to any person is prohibited at all times unless such disclosure is made strictly on a need-to-know basis and for the advancement of a legitimate business purpose.

F. NON-COMPLIANCE

Violation of this Policy shall be subject to disciplinary actions under the Company's Code of Business Conduct and Ethics without prejudice to any civil or criminal proceedings which the Company regulators may file for the violation of existing and relevant laws. Also employees who fail to observe this policy will be subject to disciplinary actions, including dismissal.

G. EFFECTIVITY AND AMENDMENT

This policy will take effect immediately. All existing policies concerning the same matters covered by this policy are deemed revoked and superseded.

This policy shall not be amended, altered or varied unless otherwise such amendment, alternation or variation shall have been approved by resolutions of the Board of Directors.