展品 11.1
證券交易政策
/s/ Christopher Gerteisen
ACN 006 690 348
日期 採納時間：2021年1月24日
日期 最近更新時間：2024年10月22日 |
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| 1. | 目的 |
本政策規定了公司有關證券交易的政策。
在本政策中，證券包括股票、ADS（納斯達克資本市場上市）以及公司不時發行的期權、認股權證、債券和其他證券。納斯達克） 以及期權、認股權證、債券和公司不時發行的其他證券。證券 或。證券).
| 2. | 範圍 |
本政策適用於所有集團內的受限制人員。
術語「交易」和「交易」僅供方便起見，用於指代任何形式的處理，包括但不限於購買、銷售、收購、處理、轉移、授予或收到證券利益。授予或收到證券利益可能包括但不限於直接或間接授予、允許授予或獲得對證券的安全利益。出借證券是證券交易的一種形式（注意，對出借證券有特定的額外限制適用）。
| 3. | 政策 |
公司已經採用了這項政策，以規範受限制人士在證券交易中的行爲。
所有 受限制人士必須始終遵守公司法規定，同時公司在ASX上市時必須遵守ASX上市規則，公司在納斯達克上市時必須遵守納斯達克證券交易規則，包括：
| ● | 內幕交易規定； |
| ● | 市場操縱規定；和 |
| ● | 通知要求。 |
| Nova礦業有限公司 | 證券交易政策 | 1 |
每位受限制人員有責任確保他們充分了解與證券交易相關的法律義務。
所有交易板塊受限人員必須遵守本政策。儘管本政策中有其他規定，但受限人員在持有與公司相關的未公開對市場敏感的信息時，不得交易公司證券。
| 4. | 內部交易 |
限制 所有持有與公司有關的內幕信息的人，在任何情況下都被禁止：
| ● | 公司證券交易； |
| ● | 慫恿他人在公司證券交易； |
| ● | 直接或間接向受限制人認爲可能以任何方式在公司證券交易或慫恿第三人交易公司證券的他人傳達內幕消息。 |
交易所內幕消息受到法律嚴格限制，所有受限人員有責任遵守該禁令。任何受限人員的內幕交易，或被視爲內幕交易，都將不被容忍。
內幕交易是一種犯罪行爲，可能導致監禁、罰款、支付賠償以及公司和受限人員受到其他處罰。
| 5. | 價格 敏感內幕信息 |
內幕消息是指那些不爲公衆廣泛知曉的信息，而且合理的人們認爲這些信息可能對證券的價格或價值產生重大影響。持有這些信息的人知道或應該知道，這些信息並不是公開的，如果是的話，可能會對公司的證券價格或價值產生重大影響。
內幕信息的例子包括但不限於：
| ● | 公司財務表現出現重大差異； |
| ● | 合資公司的簽署或終止； |
| ● | 一項提議或實際的收購； |
| ● | 公司面臨意外責任或法律訴訟； |
| ● | 擬議 分享發行;或 |
| ● | 管理層變動。 |
| Nova礦業有限公司 | 證券交易政策 | 2 |
信息 被視爲普遍可得，如果：
| ● | 可以很容易地觀察到; |
| ● | 已經發布到ASX或納斯達克，在年度報告或招股說明書中公開，或者已經一般向投資大衆公開，並且自信息傳達以來已經過了合理的時間；或 |
| ● | 可以從上述推導、推斷或得出。 |
如果信息可能影響通常獲取證券的人，決定是否獲取或處置公司證券，則該信息可能對公司證券的價格或價值產生重大影響。
| 6. | 關閉 時段 |
受限 除非在本政策中描述的特殊情況下，人員在以下時段內不得進行證券交易（關閉 期間”):
| ● | 在公佈公司向ASX提交的澳大利亞年度報告並在實際公佈時間後48小時內，或與證券交易委員會（"SEC"）提交的日期之後兩週之前，發佈後SEC在提交給SEC的外國發行人報告第6-K表格上報告，以及（ii）提交給SEC的美國年度報告20-F表格上報告的公司的發佈日期。6-K表格在提交給納斯達克交易所規則5250(c)(2)要求的第6-K表格上報告，以及（ii）提交給SEC的美國半年度報告，並在實際發佈之後48小時內，或與SEC半年度報告提交日期之後兩週之前，發佈後 |
| ● | 在公司公佈（i）向ASX提交的澳大利亞半年度報告的日期之前兩週，並在實際公佈時間後48小時內，或者根據納斯達克上市規則5250(c)(2)要求，在給出的日期之間實際公佈給ASX或與SEC提交的澳大利亞半年度報告或第6-K表格以及（ii）向SEC提交的美國半年度報告後48小時內，或在提交給SEC的美國半年度報告的實際發佈日期之後48小時內發佈後 |
| ● | 公司擬定每季度報告發布日期前兩週與實際向ASX或SEC提交6-K表格的後48小時之後的日期； |
| ● | 在（i）向ASX（ii）向SEC提交6-k表格之後兩小時，後者假定發佈意在發佈到納斯達克（假如發佈意在發佈到納斯達克）- 本段落中，公司將在ASX Markets Announcement Platform上將ASX發佈標記爲「價格敏感」將表明其爲市場敏感的事項； |
| ● | 董事會不時確定的其他封閉期間。 |
公司可以根據自己的判斷，通過一般公告向所有受限制人員變更封閉期規定。然而，如果受限制人員掌握內幕信息，則該受限制人員不得在證券交易 任何期間持有此類內幕信息時
| Nova Minerals Limited | Securities Trading Policy | 3 |
Further to this Policy’s commentary on insider trading above, and having regard for the Closed Period’s defined in this section 6, it is noted, by way of an example only, that “inside information” may include information arising in circumstances a situation where during the period between the Company’s Australian annual report and the US annual report on Form 20-F, material discrepancies are identified, those discrepancies may amount to inside trading a preclude trading in the Company’s Securities by certain persons.
| 7. | Excluded Trading |
A Restricted Person who does not possess Inside Information may complete the following trading activities during a Closed Period:
| ● | Transfer of Securities in a superannuation fund or other saving scheme in which the Restricted Person is a beneficiary, but the Restricted Person has no control or influence over the investment decisions made by the superannuation fund or saving scheme; |
| ● | Transfer of Securities where there is no change in any beneficial interest, for example upon the change of trustee of a trust where the Securities are property of the trust; |
| ● | An investment in, or trading units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party; |
| ● | Where a Restricted Person is a trustee, trading in Securities by that trust provided the Restricted Person is not a beneficiary of the trust and any decision to trade during a Closed Period is taken by the other trustees or by the investment managers independently of the Restricted Person; |
| ● | 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 rights issue, a security purchase plan, a dividend or distribution investment plan (DRP) and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. In the case of a DRP, the Restricted Person must only elect to participate in the DRP when they are not in possession of non-public price sensitive information and may not change that election until they are again not in possession of non- public price sensitive information; |
| ● | A disposal of Securities of the entity that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement; |
| ● | Receipt of Securities for which shareholder approval has been obtained; |
| ● | The issue of Securities upon the conversion of convertible securities (i.e. exercise of options, conversion of performance rights etc) provided that no shares of the Company are sold in the market to fund the exercise price of such stock option or to satisfy any tax withholding obligation (the “cashless exercise” of a Company stock option through a broker involves the sale of shares of the Company in the market, and therefore would not qualify under this exception. Unless permitted due to exceptional circumstances as provided for below, the Restricted Person must not trade Securities issued upon conversion of convertible securities during a Closed Period; |
| Nova Minerals Limited | Securities Trading Policy | 4 |
| ● | the surrender of shares of the Company to satisfy any tax withholding obligation in a manner permitted by the applicable equity award agreement; provided that no shares of the Company are sold in the market in connection therewith |
| ● | Receipt of Securities pursuant to an incentive scheme of the Company where the offer of such Securities is either made on a periodic basis as disclosed to ASX or the offer was made or accepted outside a Closed Period. Unless permitted due to exceptional circumstances as provided for below, the Restricted Person must not trade the Securities issued pursuant to an incentive scheme of the Company, or any Securities issued upon exercise or conversion or such securities issued pursuant to an incentive scheme of the Company, during a Closed Period; |
| ● | The exercise (but not the sale of Securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the Security, falls during a Closed Period and where the Restricted Person could not in the opinion of the Chair or, if the Chair is the Restricted Person, a majority of the other Directors, reasonably have exercised the options at a time prior to the Closed Period; and |
| ● | Trading under a non-discretionary trading plan including a Rule 10b5-1 trading program for which prior written clearance has been provided in accordance with procedures set out in this Policy and where: |
| ○ | The Restricted Person did not enter the plan or amend the plan during a Closed Period or when in possession of inside information and such plan, in the case of a Rule 10b5-1 trading program, complies; with Rule 10b5-1 (Rule 10b5-1) promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule | |
| ○ | The trading plan does not permit the Restricted Person to exercise any influence or discretion over how, when, or whether to trade; and | |
| ○ | The Company’s trading policy does not allow the Restricted Person to cancel the trading plan or cancel or otherwise vary the terms of his or her participation in the trading plan during a prohibited period other than in exceptional circumstances. |
| 8. | Pre-trading Procedure - Trading Outside Closed Periods |
For all periods during which trading in the Company’s Securities is permitted in accordance with this policy, Restricted Persons must obtain prior written approval to trade in Securities in accordance with the process set out below under the heading “Procedure for obtaining written approval”.
A Restricted person must advise the Company Secretary promptly following completion of any trade.
| Nova Minerals Limited | Securities Trading Policy | 5 |
Any prior written approval to trade in the Company’s Securities by a Restricted Person in accordance with this policy is automatically:
| ● | Deemed to be withdrawn if the Restricted Person becomes aware of any price Inside Information prior to or during any approved trading in the Company’s Securities. |
| ● | Deemed suspended upon the start of any Closed Period, and (unless permitted due to exceptional circumstances as provided for below) shall remain suspended until trading is permitted after the Closed Period has ended in accordance with this policy. |
| ● | Deemed to lapse upon expiration of any time limit for which the approval to trade applies. |
For the avoidance of doubt any written approval shall not be valid if the Restricted Person is in possessional of Inside Information.
| 9. | Trading Inside a Closed Period - Exceptional Circumstances |
A Restricted Person who is not in possession of Inside Information may apply for and be given prior written approval to sell or otherwise dispose of Securities (but not to conduct any other trading in Securities) during a Closed Period and where there are exceptional circumstances. Such applications are to be made in accordance with the process set out below under the heading “Procedure for obtaining written approval”.
Whether severe financial hardship or other exceptional circumstances exist is to be determined by the Chair or, if in the case of the Chair, by the Board in its sole and absolute discretion. Exceptional circumstances may include:
| ● | Severe financial hardship which means a Restricted Person has a pressing financial commitment that cannot be satisfied otherwise than by selling the Securities. By example, the tax liability of a Restricted Person would not normally constitute severe financial hardship unless the Restricted Person has no other means of satisfying the liability; |
| ● | If the Restricted Person is required by a court order, or there are court enforceable undertakings to transfer or sell the Securities or there is some other overriding legal or regulatory requirement for the Restricted Person to do so; or |
| ● | A situation determined by the Chair or, in the case of the Chair, the non-executive Directors, to be an exceptional circumstance. |
| Nova Minerals Limited | Securities Trading Policy | 6 |
| 10. | Procedure for Obtaining Written Approval |
When requesting prior written approval to trade in Securities, a Restricted Person must submit an application in writing (which can be by email) to the Company Secretary who shall provide the application to the relevant decision maker(s). In the case of Restricted Persons other than the Chair, the request for written approval to trade in Securities shall be addressed to the Chair as the decision maker. If the Chair is the Restricted Person, the request for written approval shall be addressed to the independent non-executive Director(s) as the decision maker(s); or, if there are no independent non-executive Director(s), the non-independent non-executive Directors as the decision maker(s); or, if there are no non-executive Directors, the Directors other than the Chair as the decision maker(s).
The request for approval to trade in Securities shall include the reasons for requesting approval and confirmation that the Restricted Person is not in possession of Inside Information. The decision maker(s) shall act reasonably in considering an application for prior written approval.
Approval, if granted, must be in writing (which can be by email) and must specify a time for which the approval applies.
| 11. | Application of Restrictions to Family Members and Others |
Several of the restrictions provided for in the Corporations Act, ASX Listing Rules, the Nasdaq Rules and the Company’s corporate governance policies prohibit the communication of non-public price sensitive information to other people or arranging for another person to trade in securities.
Where a person related to or closely connected with a Restricted Person undertakes trading in Securities of the type that is restricted for Restricted Persons by this Policy, there is often a presumption that such person has been privy to information held by the Restricted Person. If that presumption is correct, both the Restricted Person and the other person may have engaged in insider trading. Even if that presumption is incorrect, such trading may create a perception of insider trading.
Accordingly, to the extent it is in Restricted Persons’ power to do so, Restricted Persons should ensure that any Securities trading which is prohibited by this Policy is not undertaken by their:
| ● | Spouse or partner; |
| ● | Immediate family members such as a parent, child, sibling, in-laws or other relative living in the Restricted Persons home or to whom material support is contributed; |
| ● | A company or trust over which the Restricted Person has influence or control (regardless of who is the beneficiary); |
| Nova Minerals Limited | Securities Trading Policy | 7 |
| ● | A trust of which the Restricted Person is a beneficiary (other than a trust over which the Restricted Person exercises no control, i.e. a third person or entity exercises exclusive discretionary authority); and |
| ● | Any other person over whom Restricted Person has investment control or influence. |
| 12. | Notifiable Interests |
Executive and Non-Executive directors must provide to the Company Secretary all information regarding trading in the Company Securities within 2 (two) days of a trade in the Company’s Securities (or such shorter period as required to comply with regulatory requirements under applicable law including the ASX Listing Rules, SEC rules and Nasdaq listing rules) to ensure compliance with all requirements of the Corporations Act, the ASX Listing Rules, SEC rules and Nasdaq listing rules.
| 13. | Anti-Hedging Policy |
Restricted Persons are not permitted to undertake short term trading activities, being the trading in and out of the Securities of the Company, or derivatives products issued over or in respect of Securities of the Company, over a period of 1 month (or such other period as determined by the Board).
| 14. | Review of this Policy |
This Policy will be reviewed when legislation relating to Insider Trading or ASX Listing Rules or ASX guidance relating to trading by personnel including securities trading policies change and otherwise at least every two years by the Company’s Directors, having regard to the changing circumstances of the Company and any changes to this Policy will be notified to affected persons in writing. Material changes in the Policy will be notified to the ASX in accordance with the Listing Rules and will be notified to the SEC on a Form 6-K.
| 15. | Breaches of this Policy |
Strict compliance with this policy is mandatory for Restricted Persons. Breaches of this policy may damage the Company’s reputation and undermine confidence in the market for Company Securities.
Any Restricted Person who becomes aware of a violation of this Policy must immediately report the violation to the Secretary.
It should be noted the Company may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy.
| Nova Minerals Limited | Securities Trading Policy | 8 |
| 16. | Further Information |
If you have any questions or need further information on how to comply with this policy, please contact the Secretary.
Glossary of Terms
ASX means ASX Limited.
ASX Listing Rules means the listing rules of ASX as amended from time to time.
Black Out Period is another term sometimes used to refer to a Closed Period.
Closed Period is a period in which Restricted Persons are prohibited from trading in Company Securities, unless under exceptional circumstances.
Company means Nova Minerals Limited ACN 006 690 348.
Closely Connected Entities means in respect of a Restricted Person their spouses and minor children and any family company or family trust that the Restricted Person controls or that is controlled by a Close Connected Entity of a Restricted Person.
Group means the Company and its subsidiaries and controlled entities.
Inside Information is price sensitive information relating to the Company that is not generally available to the public, which a reasonable person would expect to have a material effect on the price or value of the Company’s Securities.
Policy means this securities trading policy.
Restricted Person includes all Executive and Non-Executive directors, officers and employees of the Company, (including those defined as Key Management Personnel per AASB 124 Related Party Disclosures) and their Closely Connected Entities.
| Nova Minerals Limited | Securities Trading Policy | 9 |