内幕交易政策 | ||
内幕交易政策
目的
为何 我们为什么要有这个政策？
本政策建立了有关公司业务的内幕交易禁止的规则和原则，适用于Weatherford International plc及其子公司（以下简称“Weatherford”）的全球业务。 Weatherford股票是公开交易的，Weatherford不时公开有关其业务的信息。 Weatherford内部人士有时会拥有有关Weatherford的未公开信息，可能会对Weatherford证券的价值产生实质影响。 美国和其他证券法旨在通过防止持有公司重要但非公开信息的内部人士基于该信息进行证券交易，从而保护交易市场的完整性。为了促进遵守证券法，Weatherford已采纳本政策。
范围
世界卫生组织 必须遵守这个政策吗？
本政策适用于所有Weatherford的员工、董事、主管、顾问、承包商、实习生和第三方（及其家庭成员或他们控制的实体，如公司或信托）为Weatherford工作或代表Weatherford工作。
定义
了解哪些术语？ 我必须熟悉哪些术语？
内幕消息： 内幕消息包括任何重要的、非公开的资讯，无论是“好消息”还是“坏消息”，在以下情况下：
•有相当大的可能性，合理的投资者可能会认为这些讯息对于决定买入或卖出威德福特证券来说是重要的。
•如果透露了这些资讯，一个合理的投资者可能将其视为已大幅改变有关Weatherford的公开信息的「总体」。
•揭露时的资讯合理可能影响威德福证券的交易价格。
即使该资讯单独不会影响投资者的决策，且无论证券价格受影响是短期还是长期，这些资讯仍可能对此属具关要。资讯的重要性是在特定时间进行评估，并不仅限于财务性质的资讯；而是可以涉及Weatherford业务的几乎所有方面。
如果证券交易成为审查对象，很可能事后以事后的眼光来看待。在进行任何交易之前，内部人士应仔细考虑交易可能在事后事后的明亮灯光下如何被诠释。
内幕消息不仅限于历史事实，也可能包括预测和预测。某些（但非所有）被视为内幕消息的事项包括：
•收益，或包括对未来时期的预期收益的收益预测,
•过去未公开的财务结果，
•会计和税务事项的变化，
•可能的业务收购、并购、处分或其他交易，
•组建一家合资公司或其他战略关系，
•取得或损失重要供应商、客户或合约,
•重要产品或科技发展，
•一个网络安全概念事件,
•重大的融资发展,
•管理层或主要人员的变动,
•重要的劳资谈判或争议，
•资本市场交易，包括股份回购，
•债务评级的变化，
 | 1 页，共 #NUM_PAGES# | 内幕交易政策 | 全球货币 | ||||||||||||||||||||
文件编号 | 原始发行日期 | 修订日期 | 准备者 | 审核者 | 核准者 | 文件类型 | |||||||||||||||||
| GL-WFt-GCL-L1-07 | 10/1/2014 | 12/6/2023 | 法律部 | 总法律顾问 | 董事会及总法律顾问 | 政策 | |||||||||||||||||
内幕交易政策 | ||
•闷宅破产或资金流动问题将至。
•重大的诉讼或监管发展,
•任何其他事件或发展，Weatherford可能在提交给美国证券交易委员会（“SEC”）的当前或定期报告中披露的事项
•任何可能影响威瑟福资讯价格的即将报告或新闻文章内容。
内幕消息指的不只是关于Weatherford的资讯，还包括与Weatherford有业务往来（包括洽谈）的其他公司，无论是公开还是私人公司。 不 如果你对某些资讯是否属于内幕消息有任何疑问，请向法务部咨询。 如果您对某些资讯是否属于内幕消息有任何疑问，请咨询法务部门。
内部人士： 「内幕人士」是指所有Weatherford的员工、董事、高级职员、顾问、承包商、实习生和能够接触内幕信息的第三方（包括具有Weatherford财务、会计、法律和交易信息知识的员工），并且已被指定为「内幕人士」的成员，以及他们的直系家属、同住家庭成员和他们控制的实体，如公司或信托。
非公开资讯： 非公开信息是指未通过主要媒体、网站和社交媒体或通过向证券交易委员会提交申报书等方式广泛传播，供投资者普遍获取的信息。即使是准确并被媒体报导，谣言的流通也不构成有效的公开传播。非公开信息亦可能包括仅限Weatherford知悉的机密信息。 如果您对某些信息是否为非公开存有疑虑，请咨询法律部门。
黑冻期间： 黑冻期间指的是内幕人士无法进行Weatherford证券交易的预定或特殊期间。黑冻期间包括下面描述的季度黑冻期间和特殊黑冻期间。
季度性闭锁期涵盖的时间是指财务信息已编制完成但尚未公开发布的时间。 季度性闭锁期大约在适当人员开始编制Weatherford的财务报表时开始，并在市场有足够时间吸收已公布的结果后结束（根据法务部门的变更）。
季度性停牌期为：
Q1 3月16日至公布收益后的完整交易日。Q2 6月15日至公布收益后的完整交易日。
Q3 9月15日至公布收益后的一个完整交易日。Q4 12月16日至公布收益后的一个完整交易日。
以"全日交易日"为例，如果Weatherford的盈利公布时间在星期一市场开盘前，且内部人士当时没有其他非公开重要资讯，则交易可在星期二进行。或者，如果Weatherford的盈利公布时间在星期一市场收盘后，且内部人士当时没有其他非公开重要资讯，则交易可在星期三进行。
法律部门会不时对特殊停牌期采取强制措施，因为有些对Weatherford知道但尚未向公众披露的事情。如果发生这种情况，法律部门将通知受特殊停牌期限制的人士，告知这段期间的开始和结束时间。
您所收到的有关特殊停电期间的通知本身可能被视为重要的非公开资讯，并且除了在本政策允许的情况下，不应透露给他人。
证券： 证券包括但不限于普通股及Weatherford发行的任何其他证券，例如债务证券和根据股权激励计划的赠款或奖励。
证券交易： 证券交易包括但不限于，在公开或私人交易中进行的证券购买或出售，以及您是个别地、直接或间接地执行交易，或透过经纪人或其他人或实体来执行。
责任
负责执行、监控和执行此政策的是 人力资源和法律部门，在的指导下 总法律顾问，在各自的领域实施该政策。
这是法务部的责任。 法律部门 负责维护这份政策。
要求
遵循 这些规则。
| 2 的 #NUM_PAGES# | 内幕交易政策 | 全球货币 | ||||||||||||||||||||
文件编号 | 原始发行日期 | 修订日期 | 准备者 | 审核者 | 核准者 | 文件类型 | |||||||||||||||||
| GL-WFt-GCL-L1-07 | 10/1/2014 | 12/6/2023 | 法律部门 | 总法律顾问 | 董事会及总法律顾问 | 政策 | |||||||||||||||||
INSIDER TRADING POLICY | ||
1.No trading on inside information.
You may not buy or sell Weatherford securities, or direct someone else to buy or sell them for you, when you are aware of inside information. You also may not trade in another company’s securities if you are in possession of any material, non-public information regarding that company.
2.No disclosure of inside information.
Inside information shall not be disclosed, for any reason, to any person other than Weatherford directors, executive officers and employees who need to know the information in order to fulfill their duties or outside third parties under contract with Weatherford with whom you interact in the course of your employment or provision of services and who need to know the information in order to fulfill their contractual duties and/or are otherwise subject to confidentiality obligations. Among other purposes, this is to ensure compliance with Regulation FD under the Securities Exchange Act of 1934 (the “Exchange Act”) regarding the use of confidential information and selective disclosure to third parties. The Legal Department will also assess the necessity of the execution of a confidentiality agreement with persons inside or outside Weatherford.
Confidential, sensitive, proprietary or non-public information shall not be disclosed to anyone outside of Weatherford regardless of your view as to its materiality. No disclosure may be made without following standard procedures. Communications on behalf of Weatherford with the media, securities analysts, investors and prospective investors must be made only by specifically designated Weatherford representatives. Unless you have been expressly authorized to make such communications, if you receive any inquiry relating to Weatherford from the media, a securities analyst or an investor or prospective investor, you should decline to comment and refer the inquiry to Investor Relations.
You may not pass on inside information to any person who does not need to know it. If you do, regardless of the reason and regardless of the medium through which you release the information, you have impermissibly disclosed inside information in violation of this Policy, and perhaps in violation of U.S. federal securities laws. “Tips” and recommendations to third parties based on inside information are clearly in violation of this Policy and U.S. federal securities laws. The motive or purpose for your release of the inside information is irrelevant; even if you don’t receive any financial or other benefits in exchange for the information, your disclosure is impermissible. Also, any manner of passing on information constitutes a “disclosure,” including (but not limited to) discussions, e-mails, text messages, and other forms of electronic communication like posts or comments to social networking sites or blogs or via social media.
Disclosures made to any person (other than persons who need to know the information in order to fulfill their legal or contractual duties) are impermissible. You may not, therefore, disclose inside information to friends, family, co-workers, stockbrokers, or anyone else (verbally, in writing, online or otherwise), until the information has been disclosed publicly and the public has had at least one full trading day to react to it. Even what you consider to be a brief or inconsequential mention of the inside information to a close friend or family member may result in significant consequences to you and to Weatherford.
Inadvertent disclosure of inside information may violate this Policy. You should not discuss or have available to view inside information even with those to whom you are entitled to disclose, in any public area or forum, due to the risk that you will be overheard (such as in an airport or on an airplane, in a restaurant, including a dining facility on Weatherford property, or elevators, including in Weatherford offices) or that written or electronic materials including inside information may be seen by others.
3.No use of inside information for personal gain.
Non-public information gained in the course of your employment or provision of services to Weatherford may not be used for personal gain, including providing inside information to third parties in exchange for a consulting fee or other benefit.
4.No trading during Blackout Periods by Insiders.
Directors, officers and certain employees who have access to inside information and who are notified that they have been designated as “Insiders” shall not buy or sell Weatherford securities (which includes the exercise of options and shares held under a 401(k) Plan and changes to any ESPP Plan elections) during the Blackout Periods, regardless of whether or not the Insider actually has inside information at the time. Additionally, except in exceptional circumstances approved by the Legal Department, gifts of Weatherford securities by Insiders are also subject to this Blackout Period restriction. Transactions under Weatherford’s equity compensation plans with respect to “net” share withholding to satisfy tax liabilities (other than with respect to broker-assisted sales) or the delivery or distribution of shares, in either event, that are not considered “purchases” or “sales” under applicable securities laws, are not prohibited during a Blackout Period. For the avoidance of doubt, options may not be exercised during any Blackout Period unless the exercise was outside of the Blackout Period Transactions made pursuant to Rule 10b5-1 trading plans entered into in compliance with this Policy are exempt from the Blackout Period restrictions.
5.Insiders must pre-clear trades of Weatherford shares.
| 3 of #NUM_PAGES# | Insider Trading Policy | Global | ||||||||||||||||||||
DOCUMENT NUMBER | ORIGINAL ISSUE DATE | REVISION DATE | PREPARED BY | REVIEWED BY | APPROVED BY | Document Type | |||||||||||||||||
| GL-WFT-GCL-L1-07 | 10/1/2014 | 12/6/2023 | Legal Department | General Counsel | Board of Directors & General Counsel | Policy | |||||||||||||||||
INSIDER TRADING POLICY | ||
Insiders must pre-clear all trading orders, as well as Rule 10b5-1 compliant plans in accordance with Section 6 below, with the Legal Department even outside a Blackout Period. If you are an Insider (and you will be told if you are), even outside of a Blackout Period you must pre-clear any trade order before you submit the order to a broker. To do so, submit a Stock Preclearance request in the Legal & Compliance Service Portal not more than five trading days before the anticipated order to request clearance from the Legal Department to buy, sell, or otherwise transfer or dispose of (including gifts) Weatherford securities and confirming that you do not have inside information. If you receive a response of “no objection” the request is approved, you may place the order within the next five trading days. Weatherford’s failure to object to a trade is never authorization to trade if you have inside information and will not relieve you of your obligations under this Policy or law for trading on the basis of inside information. Weatherford’s failure to object is also never an endorsement or recommendation of any trade. Any response to a request to trade does not constitute legal advice, nor is it a confirmation from Weatherford that you do not possess material, non-public information.
6.Pre-Clear any Rule 10b5-1 Trading Plans.
SEC Rule 10b5-1 defines when a purchase or sale constitutes trading “on the basis of” material, non-public information and provides certain affirmative defenses to a claim of insider trading if a person demonstrates an adopted written plan for trading securities, while not in possession of and before becoming aware of the inside information, specifying amounts, prices and dates for the “trading” plan actions or a formula for setting such amounts, prices and dates, and the purchase or sale was pursuant to the plan (a purchase or sale is not pursuant to a plan if the person who made the plan altered or deviated from it).
Weatherford permits you to adopt Rule 10b5-1 compliant plans. However, such plans must be pre-cleared with the Legal Department before adoption and must comply with the Rule 10b5-1 and this Policy. A plan may not be entered into, amended or terminated during a Blackout Period or when the person is aware of material, non-public information.
Adopted and executed Rule 10b5-1 plans must be provided to the Legal Department within one trading day after the execution of the plan. In addition, if you are a director or Section 16 officer, you must also notify the Legal Department within one trading day after the completion of any transactions under the plan. Sales pursuant to Rule 10b5-1 trading plans must be reported on Form 4, and the specific checkbox on the form must be selected to indicate that the transaction was pursuant to a plan.
7.Directors and Section 16 officers must notify the Legal Department following any ownership changes.
Section 16(a) of the Exchange Act generally requires all executive officers (Section 16 officers), directors and 10% stockholders to file Section 16 reports with the SEC when they engage in transactions in the Company’s securities. Directors and Section 16 officers must comply with Section 16 reporting obligations under the Exchange Act. To ensure the timely preparation and filing of all required reports regarding any transaction in Weatherford securities under Section 16, if you are a director or Section 16 officer of Weatherford, you must report any transaction in Weatherford securities immediately, but within one trading day after the conclusion of any trades at the latest. This requirement is in addition to the requirement to obtain pre-clearance of any proposed trades pursuant to this Policy. Persons subject to Section 16 should also be aware of “short swing” trading liability for matching purchases and/or sales within six months.
8.Do Not Hedge or Engage in “Short” Sales.
Insiders and members of their immediate families and members of their households may not engage in hedging or other monetizing transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds, or trade in options, warrants, puts and calls or similar instruments on Weatherford securities or sell Weatherford securities “short.” Short sales are defined as sales of securities that are not then owned, including a “sale against the box,” defined as a sale with a delayed delivery.
9.Do Not Pledge your Weatherford Securities as Margin.
Insiders (or their immediate family members, members of their households or entities they control such as companies or trusts) may not hold Weatherford securities in an account subject to a margin call or pledge Weatherford securities as collateral for a loan. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. An exception may be granted when a person wishes to pledge Weatherford securities for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge Weatherford securities as collateral for a loan, you must submit a request for approval using a General Legal Request (Ask Legal) in the Legal & Compliance Service Portal at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.
10.Reporting Obligation.
If you become aware of a violation of this Policy, you should report it immediately by submitting a General Legal Request (Ask Legal) in the Legal & Compliance Service Portal (subject only to any exceptions or prohibitions on reporting under applicable law).
| 4 of #NUM_PAGES# | Insider Trading Policy | Global | ||||||||||||||||||||
DOCUMENT NUMBER | ORIGINAL ISSUE DATE | REVISION DATE | PREPARED BY | REVIEWED BY | APPROVED BY | Document Type | |||||||||||||||||
| GL-WFT-GCL-L1-07 | 10/1/2014 | 12/6/2023 | Legal Department | General Counsel | Board of Directors & General Counsel | Policy | |||||||||||||||||
INSIDER TRADING POLICY | ||
11.Stock Buyback Programs
During such time as Weatherford is trading under a stock buy-back program, if any, the officers and any directors, in each case, that have material, non-public information regarding the program, are prohibited from selling Weatherford securities (other than pursuant to a Rule 10b5-1 trading plan). Additionally, during such time as Weatherford is trading under a stock buy-back program these officers and directors should coordinate any share purchases through the Legal Department to facilitate Weatherford’s compliance with Rule 10b-18.
ADHERENCE
Adherence to this Policy is mandatory. Unauthorized deviations to this Policy may lead to:
•Criminal fines and imprisonment;
•Judgment in favor of a damaged investor for any profits made from trading on the information and possible payment of damages;
•Court injunctions;
•Administrative sanction;
•Civil monetary penalties of up to three times the amount of profit gained, or loss avoided; and
•Disciplinary action, which may include termination of employment and/or cancellation or forfeiture of unvested equity awards or recoupment of amounts paid in conjunction with incentive compensation (whether in cash or equity) and other actions.
Weatherford may also be subject to penalties because of insider trading violations by its Insiders.
REFERENCES
ASK for help.
If you have any questions regarding the Policy, please submit a General Legal Request (Ask Legal) in the Legal & Compliance Service Portal.
CHANGE RECORD
| Revision | Date | Summary of Changes | ||||||
| A | 7/6/18 | This document replaces Policy Regarding Use of Insider Information and Insider Trading dated 3/13/18 | ||||||
| B | 1/27/20 | New template and posted in OEPS. | ||||||
| C | 2/26/21 | Updates made to content. | ||||||
| D | 3/8/22 | Updates | ||||||
| E | 7/17/23 | Replaced directives to email Legal inbox with links to submitting requests in Legal & Compliance Service Portal and minor updates to match latest policy document format. | ||||||
| F | 12/6/23 | Updates in advance of effectiveness of Nasdaq listing rules, with a focus on Rule 10b5-1 | ||||||
| 5 of #NUM_PAGES# | Insider Trading Policy | Global | ||||||||||||||||||||
DOCUMENT NUMBER | ORIGINAL ISSUE DATE | REVISION DATE | PREPARED BY | REVIEWED BY | APPROVED BY | Document Type | |||||||||||||||||
| GL-WFT-GCL-L1-07 | 10/1/2014 | 12/6/2023 | Legal Department | General Counsel | Board of Directors & General Counsel | Policy | |||||||||||||||||