1. Introduction

As a public listed company, ChongHerr Investments Limited (ChongHerr/the Company) is required to comply with obligations regarding securities trading policy contained in the Listing Rules 12.9, 12.10 and 12.12 of Australian Stock Exchange Limited (ASX).

2. General

2.1 Application

This policy applies to each person who is a Designated Officer of ChongHerr and to all staff of ChongHerr and ChongHerr’s wholly owned subsidiaries.

Designated Officers are referred to following people for the purposes of this policy:

  The executive directors and the non-executive directors of ChongHerr;
  The Managing Director and the Chief Executive Officer;
  The Company Secretary;
  All members of the ChongHerr leadership team, officers and other key management personnel.

2.2 Definitions

This Securities Trading Policy (Policy) relates to trading in ChongHerr’s shares and related securities. In this Policy:

  “Shares” means ordinary shares of ChongHerr; and
  “Securities” includes ordinary shares of ChongHerr as well as any structured financial product, swap, futures contract, option, warrant, or other derivative over an ordinary share of ChongHerr, whether issued by ChongHerr or a third party, and any other interest in an ordinary share of ChngHerr.

3. Restriction on trading (Insider trading)

A Designated Officer or ChongHerr staff member who has inside information must not:

  Trade in ChongHerr securities;
  Advise, procure or encourage another person to trade in ChongHerr securities;
  Pass on information to any other person if they know, or ought reasonably to know, that the person may use the information to trade in ChongHerr securities.

4. Closed periods for Trading

Designated Officers of ChongHerr must not trade in ChongHerr securities during the following ‘Closed Periods’:

•  From 1 January to and including the day on which ChongHerr’s full year results are released (which are released in February);
•  From 1 July to and including the day on which ChongHerr’s half year results are released (which are released in August).

5. Excluded Trading

Designated Officers of ChongHerr must not trade in ChongHerr securities during the following ‘Closed Periods’:

  transfers of ChongHerr securities already held into a superannuation fund or other saving scheme in which the Designated Officer is a beneficiary;
  an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of ChongHerr) where the assets of the fund or other scheme are invested at the discretion of a third party;
  where a Designated Officer is a trustee, trading in the ChongHerr securities by that trust provided the Designated Officer is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the Designated Officer;
  undertakings to accept, or the acceptance of, a takeover offer;
  trading under an offer or invitation made to all or most of the security holders, such as, a right issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved the Board;
  a disposal of ChongHerr securities that is the result of a secured lender exercising their rights.

6. Exceptional Circumstances

A Designated Officer, who is not in possession of inside information in relation to ChongHerr, may be given prior written clearance to sell or otherwise to dispose of the ChongHerr securities during a Closed Period where there are exceptional circumstances. Exceptional circumstances may include:

•  severe financial hardship which means if a Designated Officer has a pressing financial commitment that cannot be satisfied otherwise than by selling the ChongHerr securities;
•  if the Designated Officer is required by a court order, or there are court enforceable undertakings to transfer or sell ChongHerr securities or there is some other overriding legal or regulatory requirement for the Designated Officer to do so;
•  a situation which the Chairman of the Board and the Chief Executive Officer are satisfied that there is no inside information which has not been disclosed to ASX.

7. Procedures for obtaining prior written clearance

7.1 A Designated Officer who intends to trade ChongHerr securities in exceptional circumstances (Applicant) must obtain prior written permission of:

  the Chairman and the Chief Executive Officer; or
  where the Chairman or the Chief Executive Officer is the Applicant, the other of them and the Corporate Governance Committee (collectively known as the Approvers).

7.2 Permission to trade must be sought by Applicant no less than five business days before the proposed trade. The application notice must be in writing (which includes by email) and must include the following:

  the number of securities to be traded;
  the proposed date(s) for the trade(s);
  the exceptional circumstances involved; and
  a statement confirming that the Applicant does not have insideinformation.

7.3 The Applicant must be not trade ChongHerr securities unless and until receiving permission for the proposed trade. Permission to trade is determined at the sole discretion of the Approvers taking into account the applicant’s circumstances and the purposes of the ASX Listing Rules.

7.4 Any permission provided under paragraph 7 must set out the period in which the securities can be traded and be advised in writing.

8. Breaches of this Policy

Breaches of this Policy may lead to disciplinary action being taken against the relevant directors/officers/employees, which may include dismissal in serious cases. Any breaches of this Policy must be immediately reported to the Company Secretary.

9. Review of Policy

This Policy is subject to review by the Board annually.

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