CoinPort Pty Ltd
Market Conduct & Insider Trading Policy & Procedures
Document Number: CP-COMP-003
Version: 2.0
Effective Date: 20-Apr-2025
Review Date: 20-Apr-2026

1.0 POLICY STATEMENT

CoinPort is committed to upholding the highest standards of market integrity, fairness, and transparency. All personnel are strictly prohibited from engaging in, or facilitating, market manipulation, insider trading, or any conduct that could undermine confidence in the cryptocurrency markets or breach financial services laws. This policy is designed to prevent the unlawful use of Material Non-Public Information (MNPI) and manage conflicts of interest arising from personal trading activities.

2.0 PURPOSE & SCOPE

This document establishes mandatory rules governing the personal trading and market conduct of all Restricted Persons at CoinPort. It applies to all employees, contractors, directors, and their immediate family members residing in the same household. It is designed to ensure compliance with the Corporations Act 2001 (particularly Part 7.10 – Market Misconduct), the ASIC Market Integrity Rules, and our Australian Financial Services Licence (AFSL) obligations.

3.0 DEFINITIONS

  • Restricted Persons: All employees, contractors, directors, and interns of CoinPort.
  • Material Non-Public Information (MNPI): Any information that is not generally available to the market and which a reasonable person would expect to have a material effect on the price or value of a Crypto Asset (e.g., upcoming listings, security incidents, major client transactions, unauthorised access events, significant financial results, or changes to fee structures).
  • Crypto Asset: Any digital asset traded on the CoinPort platform or any other exchange, including but not limited to cryptocurrencies, tokens, and stablecoins.
  • Restricted Period: A designated time window, typically 30 minutes before and after any major company announcement, during which all personal trading is prohibited for all staff.
  • Trading: Buying, selling, or entering into any derivative contract (e.g., futures, options, swaps) relating to a Crypto Asset.

4.0 PROHIBITIONS: INSIDER TRADING & MARKET MANIPULATION

4.1 Core Prohibition

It is a criminal offence and a fundamental breach of this policy for any Restricted Person to:

  1. Trade while in possession of MNPI.
  2. Tip or communicate MNPI to any other person (including family or friends) where it is reasonably foreseeable they may trade on it.
  3. Procure another person to trade while in possession of MNPI.

4.2 Prohibited Market Conduct

Restricted Persons must never engage in, or attempt, market manipulation, including but not limited to:

  • Wash Trading: Entering orders or trades that give a false impression of market activity or price.
  • Spoofing/Layering: Placing orders with the intent to cancel before execution to manipulate price perception.
  • Pump and Dump Schemes: Artificially inflating the price of an asset through promotional activity before selling.
  • Front-Running: Trading in a personal account ahead of a known client or company order that is likely to impact the market price.

5.0 PERSONAL ACCOUNT DEALING RULES & PROCEDURES

5.1 Pre-Clearance Requirement

  • Covered Persons: All Tier 1 (High Risk) employees (e.g., Compliance, Trading, Finance, Senior Developers with production access) and Designated Persons identified by the CCO must obtain pre-clearance for every personal trade in any Crypto Asset.
  • Procedure for Pre-Clearance:
    1. Submit a request via the dedicated Personal Trading Pre-Clearance Portal at least 24 hours prior to the intended trade.
    2. The request must specify: Asset, intended action (Buy/Sell), approximate size/amount, and broker/exchange (if external).
    3. The Compliance Team will review the request against the MNPI Log, Restricted Periods, and blackout windows. Approval/Denial is typically provided within 4 business hours.
    4. Execution & Reporting: The trade must be executed within 48 hours of approval. A confirmation of trade execution (screenshot/statement) must be uploaded to the Portal within 72 hours of execution.

5.2 Mandatory Holding Periods

  • All personal Crypto Asset purchases by Covered Persons must be held for a minimum of 30 calendar days (“Minimum Hold Rule”) to discourage short-term speculative trading. Exceptions require prior written approval from the CCO.

5.3 Account Declarations & Brokerage

  1. Account Disclosure: All Restricted Persons must disclose all cryptocurrency exchange accounts, wallets (hot and cold), and brokerage accounts used for personal trading to Compliance upon commencement and annually thereafter.
  2. Use of CoinPort: Restricted Persons are discouraged from using the CoinPort exchange for active personal trading. If used, the account must be tagged for compliance monitoring.
  3. External Accounts: Compliance may, with employee consent, request periodic statements from external exchanges for monitoring purposes as a condition of employment for Covered Persons.

5.4 Blackout & Restricted Periods

  • Trading is prohibited for all Restricted Persons during any announced Restricted Period (e.g., prior to earnings releases, major platform upgrades, or new listing announcements).
  • Covered Persons may be subject to individual blackout periods if they are privy to specific, ongoing MNPI (e.g., during a security investigation or a pending large client deal).

6.0 HANDLING MATERIAL NON-PUBLIC INFORMATION

6.1 Identification & Logging

  • Departments generating MNPI (e.g., Listing Team, Corporate Development, IT Security) must immediately classify it as such and notify the Compliance Team.
  • Compliance maintains a central MNPI Log recording the information, date identified, and personnel with access.

6.2 Need-to-Know Principle

  • MNPI must only be shared internally on a strict need-to-know basis. Discussions must be held in private, secure settings (e.g., encrypted channels, private meetings).

6.3 Public Disclosure

  • Only authorised spokespersons (CEO, CCO) may make public statements that could affect the market. Unauthorised disclosures via social media, forums, or to friends/family are strictly prohibited.

7.0 TRAINING, CERTIFICATION & MONITORING

  • Annual Training: All Restricted Persons must complete certified Insider Trading and Market Conduct training.
  • Quarterly Certification: Covered Persons must submit a quarterly attestation confirming compliance with this policy, disclosure of all accounts, and reporting of any violations.
  • Monitoring: The Compliance Team conducts proactive monitoring of trading patterns, using both internal data and, where possible, external analysis tools to detect potential breaches.

8.0 VIOLATIONS & REPORTING

  • Reporting Obligation: Employees must promptly report any suspected violations of this policy to the CCO or via the Whistleblower hotline.
  • Consequences: Violations constitute gross misconduct and will result in immediate disciplinary action, up to and including termination. CoinPort is obligated to report suspected illegal activity to ASIC and/or law enforcement, which may lead to criminal prosecution, significant fines, and imprisonment.
  • No Safe Harbour: The fact that CoinPort is not a listed company does not provide a safe harbour. Insider trading laws apply to all financial products, including Crypto Assets traded on any platform.

9.0 POLICY ACKNOWLEDGMENT

All Restricted Persons must sign an acknowledgment of this policy upon hiring and annually thereafter.

I, [Employee Name], acknowledge that I have received, read, understood, and agree to comply with the CoinPort Market Conduct & Insider Trading Policy.

Signature: ________ Date: _____

Approvals:

Chief Executive Officer: Kent Kingsley Date: 20-Apr-2025

Chief Compliance Officer: Peter Cooney Date: 20-Apr-2025