Insider Trading Policy

UPDATED: November 2023

1. PURPOSE

The purpose of this Insider Trading Policy (the ‘Policy‘) is to describe the treatment and restricted use of Nonpublic Material Information in relation to Mediarex Enterprises Ltd, a company registered under the laws of Malta (C73768) (‘the Company‘) and its affiliates and subsidiary entities worldwide (‘the Chiliz Group’).

The Company has adopted this Policy to satisfy the Chiliz Group’s obligation to prevent insider trading and to help its personnel avoid the legal and reputational consequences associated with violations of insider trading laws. Furthermore, this Policy aims to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Chiliz Group. This Policy also has particular applicability to the Chiliz Group’s U.S. employees and entities as described in detail under Section 9.

This Policy aims to protect confidential and price-sensitive information, ensuring that the trading market for Tokens (also referred to as ‘Digital Assets’) remains transparent and constitutes a fair process for all market participants.

Definitions for capitalised terms used in this Policy are provided under Section 3 and/or where they first appear within this document.

 

2. SCOPE

This Policy is applicable to all Personnel and Partners of the Chiliz Group, hereinafter collectively referred to as ‘Subjects‘) and shall continue to apply to such persons throughout the course of their employment or association with the Chiliz Group.  Additionally, this Policy specifically applies to all Subjects who may have received Tokens or Digital Assets from the Chiliz Group either through a Chiliz Group distribution scheme or as consideration for any concluded transaction

The Chiliz Group has adopted this Policy to ensure compliance with applicable laws aimed at preventing insider trading. To this end, the Chiliz Group’s legal team is vested with the authority to implement, enforce, and interpret this Policy. They are also responsible for reporting any breaches or matters arising under this Policy that may lead to criminal or disciplinary actions against the reported individuals. All questions regarding this Policy should be directed to the Chiliz Group’s legal team on legal@chiliz.com.

The Company expects strict compliance with this Policy by all Subjects. Failure to observe the requirements of this Policy may result in serious legal consequences, including criminal fines and civil penalties applicable under the relevant jurisdiction. 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 Chiliz Group, as may be deemed appropriate at the Chiliz Group’s absolute and sole discretion. Any breaches of this Policy by any Partners may lead to the re-evaluation or termination of any ongoing partnership agreement, potential claims for damages, or other contractual remedies, as deemed appropriate at the Chiliz Group’s absolute and sole discretion.

Should a Subject disclose or tip Nonpublic Material Information to an outsider (“Tippee“), both the Subject and the Tippee may be held liable for any resulting trading activities involving Digital Assets or Tokens.

 

3. DEFINITIONS

Affiliates

Entities or individuals that are directly or indirectly controlled by, controlling, or under common control with the Chiliz Group. This also includes any affiliates of our partners.

Chiliz Token

the digital token issued by HX Entertainment Limited, a Chiliz Group entity bearing the ‘$CHZ’ symbol;

ChilizX

refers to the digital asset trading platform that is owned and operated by a Partner of the Chiliz Group, distinct from the Chiliz Group and its affiliates and subsidiaries. ChilizX serves as a marketplace for trading various digital assets, including but not limited to, Chiliz Tokens, Collectible Tokens, and Fan Tokens.

Collectible Tokens

the non-fungible digital tokens created by the Chiliz Group, based on the ERC721 token standard of the Ethereum blockchain bearing the Chiliz Group’s partners

Digital Assets

collectively refers to the Chiliz Tokens, Collectible Tokens, and the Fan Tokens as well as any other digital tokens or instruments that may be launched or issued by the Chiliz Group in the future. This also encompasses instruments of affiliates and partners that can be influenced by Material Nonpublic Information, including potential future releases.

Fan Token

the utility digital token issued by Socios Technologies AG, a Chiliz Group entity, with each token bearing the brand of the partner (such as $JUV, $BAR, $ATM) and giving the holders thereof tokenised voting rights as well as other participating rights in fan engagement activities on the Socios.com Platform and any other platform as may be determined by the Chiliz Group.

Fan Tokens can be accessed and traded on socios.com, ChilizX, and other platforms as determined by the Chiliz Group. Fan Tokens do not grant any rights to participate in the management of the sports club or any other company or to receive dividends or other financial reward or benefit which are customary to financial instruments or securities;

FTO®

a determined period of time during which Fan Tokens are first made available for sale to the public for a fixed price by way of primary market sale;

Chiliz Group

shall mean Mediarex Enterprises Limited, subsidiaries, affiliates, and any other corporate bodies in which Mediarex Enterprises Limited, directly or indirectly, controls the management thereof, collectively referred to as the ‘Chiliz Group’.

Material Information

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 or instrument. Material Information can be positive or negative and can relate to any aspect of the Chiliz Group’s business, including but not limited to, significant changes in the Chiliz 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, purchasing 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 Partners should assume that the information is material and treat it accordingly. If unsure whether information is material, Partners should consult the Chiliz Group’s Senior Personnel before making any decision to disclose such information or to trade in or recommend Tokens to which that information relates.

Material Information

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

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 calendar day elapsed between the time of the event or when the information became known and its public disclosure, it shall be deemed to be non-public. Non-public information may include (i) information available to a select group of individuals within the Chiliz Group, (ii) undisclosed facts that are subject of rumours, (iii) information that has been entrusted to the Chiliz 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 is non-public, Business Partners should either consult with any Senior Personnel or assume that the information is non- public and treat it as confidential.

Partners

Entities or individuals who have entered into a collaborative arrangement with the Chiliz Group for mutual benefit, encompassing shared goals, responsibilities, strategic collaborative actions and outcomes. Partners shall also include references to their respective teams, and relevant third parties, such as contractors, subcontractors and related persons.

Personnel

all directors, officers and employees of, and consultants and contractors to, the Company and its affiliates and subsidiary entities, and other persons covered by this Policy, as well as their Related Persons;

Related Person

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.

any person who holds at least 20% of the share capital of any Chiliz Group company or is controlling more than 20% of the voting power in that Chiliz Group company.

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.

Senior Personnel

the Chiliz Group’s directors and executive officers, specifically designated and non-executive officers and other key employees specifically designated.

Tip

refers to the deliberate or reckless communication of nonpublic material information concerning any digital assets, securities, or other assets subject to this policy, from a person possessing such information (‘Tipper’) to any individual (‘Tippee’) who is not authorised to have such information. This term encompasses both direct and indirect channels of communication, irrespective of the medium used, and includes but is not limited to, oral conversations, written communications, and electronic transmissions.

Tippee

refers to an individual or entity who receives material, nonpublic information related to digital assets, securities, or other financially impacted assets, from an insider (‘Tipper’).

Tipper

refers to any individual or entity possessing or having access to Nonpublic Material Information who directly or indirectly communicates, or ‘tips,’ that information to another person (commonly known as a ‘Tippee’).

 

4. RESTRICTIONS AND PROHIBITED TRANSACTIONS

Participating in any of the following transactions is strictly prohibited, irrespective whether a gain or loss is made from such transactions:

4.1. Insider Trading Restrictions

1. Trading on Nonpublic Material Information. Subjects, upon becoming aware of Nonpublic Material Information related to the Chiliz Group or its Partners, MAY NOT purchase, sell, stake, or engage in any transaction, or encourage a Related Person to do so. This prohibition extends to offering to purchase or sell Tokens and to engaging in or encouraging actions by Related Persons that would exploit such Nonpublic Material Information. This prohibition remains in effect until 8 hours following the time of public disclosure of such Material Information.
2. Tipping. Subjects MAY NOT disclose Nonpublic Material Information to other persons or entities (including Related Persons) who could trade, stake, or otherwise utilise Digital Assets or Tokens for the purpose of financial gain, irrespective of the outcome. A Subject who tips others may also be liable for transactions done by Tippee’s to whom the Subject 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.
3. Information about other Companies. Subjects may become aware of Nonpublic Material Information of other companies, separate and distinct from the Chiliz Group, in the course of their association with the Chiliz Group. Subjects are prohibited from engaging in transactions involving Digital Assets, Tokens, securities, or any other financial instruments of such 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 Personnel to treat Nonpublic Material Information of such companies with the same care required with respect to Nonpublic Material Information related directly to the Chiliz Group.

 

5. TRADING BLACKOUTS

Specific Events. Under certain circumstances, the Chiliz Group may impose a complete ban on the purchase/trading of Tokens as a result of specific events or during a specific timeframe and may result in Associate accounts being temporarily locked. Subjects affected by such specific blackouts will be notified with respect to the specific blackout periods and all such periods will be managed in all respects by the Chiliz Group’s Senior Personnel.

 

6. PERMITTED TOKEN TRANSACTIONS

Strictly subject to the Insider Trading Restrictions mentioned in section 4.1 above, the following transactions are permitted on the  Socios.com and ChilizX platform  and any other platforms operated by the Chiliz Group or its Partners:

1. Purchase of Fan Tokens during FTO (on both Socios.com and ChilizX platforms or other authorised platforms) that do not exceed 50 (fifty) individual tokens for each Partner;
2. At any point in time, Personnel shall ensure that they do NOT hold more than fifty (50) individual tokens for each partner in both the Socios and other authorised platforms’ wallets altogether.

 

7. MONITORING AND COMPLIANCE WITH THIS POLICY

Each Subject has an individual responsibility to comply with this Policy and applicable laws against insider trading. Appropriate judgement should always be exercised in connection with any transaction involving Digital Assets.

All Personnel must, upon Chiliz Group’s Senior Personnel request, disclose their user IDs for any Chiliz Group-owned platforms, including Socios.com and other authorised platforms. The Chiliz Group shall monitor Personnel’ accounts periodically.

In addition to consequences described in point 2 of this Policy any Subject breaching this Policy may result in other actions which the Chiliz Group deems appropriate, including the blocking of the relevant accounts and confiscation of Digital Assets.

 

8. EXCEPTIONS

 

9. FURTHER PROVISIONS APPLICABLE TO US EMPLOYEES AND US ENTITIES WITHIN THE Chiliz Group

 

10. INTERPRETATION AND CONFLICTING PROVISIONS