UPDATED: 22ND January 2020
The purpose of this Insider Trading Policy (‘Policy’) is to describe the treatment and restricted use of Nonpublic Material Information relating to Mediarex Enterprises Ltd (C73768) and its affiliates and subsidiary entities (the ‘Group’). This Policy particularly seeks to protect any confidential and price-sensitive information to ensure that the market for the Tokens remains transparent and therefore trading of Tokens is a fair process for all.
The Policy is applicable to all the Associates of the Group and shall continue to apply to such persons throughout the course of their employment or association with the Group. This Policy shall also specifically apply to all Associates who may have received any Tokens from the Group by way of any Group distribution scheme.
The Group has adopted this Policy to promote compliance with applicable laws to prevent insider trading by its’ Associates. The Group’s legal team has been given authority to implement, enforce and interpret this Policy, as well as to make reports about any breaches or matters arising under this Policy which may result in criminal actions being taken against the individuals reported. All questions regarding this Policy should be directed to the Group’s legal team.
The Company expects strict compliance with this Policy by all Associates. Failure to observe the requirements of this Policy may result in serious legal consequences, including criminal fines and civil penalties, for the violating Associate. Failure to follow the letter and spirit of this Policy may serve as a basis for disciplinary action, including but not limited to the termination of employment or association with the Group, as may be deemed appropriate at the Group’s absolute and sole discretion.
Associates include all directors, officers and employees of, and consultants and contractors to, the Company and its subsidiaries, as well as their Related Persons;
Chiliz Token refers to the utility cryptographic decentralized token issued by HX Entertainment Limited, a Group entity, being the exclusive currency with which Fan Tokens can be acquired on the Socios Platform which is listed on third party cryptocurrency exchanges;
Fan Token refers to the utility cryptographic centralized branded token that will be issued by Socios Services Limited, a Group entity, giving the holders thereof voting rights to participate in survey polls launched by the partners which Fan Tokens can be traded on the Socios Platform, Chiliz.net and any other platforms as may be determined by us;
Material Information is information that there is a substantial likelihood a reasonable individual would consider important in making a decision to buy or sell Tokens or other instruments that is likely to have a significant effect on the market price and overall performance of the relevant Token. Material Information can be positive or negative and can relate to any aspect of the Group’s business, including but not limited to, significant changes in the Group’s prospects, potential partnerships, new and upcoming projects, changes in assets, earnings or reserves, changes in management, plans or agreements even if preliminary in nature involving mergers, acquisitions, licensing arrangements, purchases or sales of assets. Material Information is not limited to historical facts but may also include projections and forecasts. Determinations of materiality are always almost judged with the benefit of hindsight and, as such, when in doubt Associates should assume that the information is material and treat it accordingly. If unsure whether information is material, Associates should consult the Group’s Senior Personnel before making any decision to disclose such information or to trade in or recommend Tokens to which that information relates.
Nonpublic means information that has not been disclosed generally to the market or to the public. Unless such information was disseminated in a manner designed to reach individuals, and at least one day elapsed between the time of the event or when the information became known and its public disclosure, it shall be deemed to be Nonpublic. Nonpublic information may include (i) information available to a select group of individuals within the Group, (ii) undisclosed facts that are subject of rumors, (iii) information that has been entrusted to the Group on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information. As with questions of materiality, if it is unclear as to whether information nonpublic, Associates should either consult with any Senior Personnel or assume that the information is nonpublic and treat it as confidential.
Related Person refers to;
(a) a family member who resides with a person, anyone else who lives in such a person’s household and any other family members whose transactions are directed by such person or subject to such person’s influence or control. Close associates and friends are also considered as falling within the definition of Related Person.
(b) any person who hold at least 20% of the share capital of any Group company or is controlling more than 20% of the voting power in that Group company.
(c) A person acting in capacity as trustee of any trust, the beneficiaries of which include the related person, the related person’s dependent or a body corporate with which one is associated as set out above.
(d) A person acting in a capacity as a business partner of that restricted person.
Senior Personnel include the Group’s directors and executive officers, specifically designated and non-executive officers and other key employees specifically designated.
Tokens collectively refers to the Chiliz Tokens and the Fan Tokens as well as any other digital tokens or instruments that may be launched or issued by the Group in the future.
4. RESTRICTIONS AND PROHIBITED TRANSACTIONS
Participating in any of the following transactions is strictly prohibited, irrespective whether the perpetrator makes a subsequent gain or loss after conduction such transactions:
Insider Trading Restrictions
a) Trading on Nonpublic Material Information. Associates in possession of, or aware of, Nonpublic Material Information relating to the Group and/or the Tokens may not purchase or sell (or offer to purchase or sell) Tokens, engage in or encourage a Related Person to purchase, sell or in any way encourage any other action which would take advantage of such Nonpublic Material Information, until after the lapse of one full day following the date of public disclosure of such Material Information.
b) Tipping. Associates may not disclose Nonpublic Material Information to other persons or entities (including Related Persons) that could purchase or sell Tokens. An Associate who tips others may also be liable for transactions done by such ‘tipped’ persons to whom the Associate had disclosed Nonpublic Material Information. Tippers can be subject to the same penalties and sanctions as the ‘tipped’ persons that have executed the transaction, even when the tipper did not profit from the transaction.
c) Information about other Companies. Associates may become aware of Nonpublic Material Information of other companies, separate and distinct from the Group, in the course of their association with the Group. Associates are prohibited from purchasing or selling tokens or securities of other companies while they are in possession of, or aware of, such Nonpublic Material Information and from passing such information on to other persons or entities who could purchase or sell the Tokens or any other instruments of such other companies. This Policy requires Associates to treat Nonpublic Material Information of such companies with the same care required with respect to Nonpublic Material Information related directly to the Group.
i) Additional Prohibited Transactions.
An Associate may not engage in short term or speculative transactions involving Tokens unless such transactions has been notified to the Group as indicated in this Policy.
This Policy also applies to the ‘Pre-order’ and ‘Piggy Bank’ functions on the Socios App.
The restrictions set out in this Policy do not apply in cases where the Group issues dedicated guidelines and instructions in relation to the trading of Tokens pursuant to any token distribution scheme, or similar document, launched by the Group following the distribution of (any) Tokens to employees and/or Associates.
iii) Trading Blackouts
Specific Events. Under certain circumstances, the Group may impose on certain Associates a complete ban on trading Tokens as a result of specific events or during a specific timeframe. Associates affected by such even specific blackouts will be notified with respect to the event specific blackout periods and all such periods will be managed in all respects by the Group’s Senior Personnel.
iv) Pre-Notice Requirement for Trading.
Group Associates must notify the Group prior to any purchase, sale, trade, gift, or other transfer of Tokens other than (a) purchases, sales or trades of Tokens pursuant to a prior notification to the Group; or (b) any transaction described in the exceptions contained above. Such pre-trade notice can be done by sending an email to ‘firstname.lastname@example.org’ indicating clearly the following information concerning the planned transaction:
(i) Nature of transaction (sale, buy, etc.) and forum where such transaction will take place (Socios Platform, third party exchange, or any other platform)
The value of the transaction
Planned date for the transaction (which has to be at least 24 hours after the notice date)
(ii) The Group reserves the right to ask for further clarifications concerning the planned transaction if it deems necessary or completely block the transaction, as the Group may determine in its absolute discretion.
(iii) If the Group does not request further information or restrict the planned transaction within 24 hours from receipt of the email notification mentioned above, Associates must complete the proposed transaction within one week or otherwise submit a new e-mail and follow the notification process all over again.
5. TRADING ORDERS
Associates may establish written orders with authorized exchanges which permit automatic trading of Tokens as long as such trading plans (buy order / sell orders) are pre-approved as provided in section 4 above. In cases of trading orders such trading may occur even during a blackout period or when the person on whose behalf such trade is made aware of Nonpublic Material Information as long as the trading order is made before any blackout period and before such Associate is made aware of any Nonpublic Material Information.
6. HOW AND WHY WE COLLECT PERSONAL DATA
Under this Policy, all Associates are expected to treat as sensitive and confidential all nonpublic Material Information relating to the Group. Associates may not disclose such information to any third party who does not have a legitimate need for such information in connection with the Group’s business. Associates are expected to be careful that their conversations are not overheard and to take all step reasonably necessary to ensure that confidential documents containing such information are not left unattended. Any and all inquiries about the Group that may be made by the press or general public should be referred to either of the following individuals:
- Ms Emma Diskin – Chief Operations Officer: email@example.com; or
- Mr Waylon Johnston – Corporate Communications & Content Manager: firstname.lastname@example.org
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