1. Introduction

    1. Amazingtech Pte Ltd ("Tokenize XChange" or the "Firm") is currently operating as an exempt payment service provider in Singapore pursuant to the Payment Services (Exemption for Specified Period) Regulations. As a exempt entity applying for a full Major Payment Institution license, the Firm is required to comply with the laws and regulations in Singapore, including but not limited to the Payment Services Act 2019 ("PS Act"), Guidelines on Individual Accountability and Conduct ("IAC Guidelines"), Guidelines on Risk Management Practices – Board and Senior Management ("Risk Management Guidelines"), MAS Notice FSM-N13 Notice on Technology Risk Management ("TRM Notice"), the MAS Notice FSM-N14 Notice on Cyber Hygiene ("Cyber Hygiene Notice"), and Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism – Digital Payment Token Service ("AML Notice") and relevant Guidelines (together, the "MAS Requirements").

    2. Any amendments to this Policy must be approved by the CEO and also by the Firm's board of directors ("Board") at the meeting following the date on which the General Manager approves amendments to this Conflicts of Interest Policy (the "Policy") that covers anti-bribery and corruption ("ABC"), gifts & entertainment ("G&E") and conflicts of interest ("COI") policies.

    3. Tokenize XChange encourages the active involvement and participation of its directors, officers and employees in the community. In order to deal openly and fairly with actual and potential conflicts of interest that may arise as a consequence of their involvement and participation, Tokenize XChange adopts the following guidelines in this Policy.

    4. This Policy complements and is meant to be read with Tokenize SG Corporate Governance Policy which contains notification procedures for personal trading, board directorships, and required annual attestations of Directors.

  2. Policy statement

    1. Directors, officers, and employees (and for purposes of this Policy shall include "contingent" or "contract" employees, intermediaries, contractors, consultants, interns and any other people or bodies associated with Tokenize XChange) are expected to use good judgement, to adhere to high ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between the personal interests of a director, officer or employee and those of Tokenize XChange.

    2. A conflict of interest occurs when one or more persons or entities have competing interests and the service of one interest may involve detriment to another. Tokenize XChange's conflict of interest policy is aimed at protecting the Firm's interest when it is considering entering into a transaction or arrangement that might have actual, potential or perceived benefit the private interest of an employee of the Firm or might result in a possible excess benefit transaction. The purpose of the policy is to help ensure that when actual, potential or perceived conflicts of interest (i.e a conflict of interest that may arise given particular facts and circumstances) arise, the Firm has a process in place under which the affected individual will advise the Firm about all the relevant facts concerning the situation.

  3. Business Integrity

    1. Compliance with Laws and Internal Policies

      All Employees must conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business on behalf of Tokenize Xchange. In addition to any specific obligations under the employment agreement with any of Tokenize Xchange's entities, the employees shall comply with the applicable laws, rules and regulations of the jurisdictions in which they operate.

      The employees must also comply with relevant internal policies and procedures established by Tokenize Xchange.

    2. Anti-Bribery

      Tokenize Xchange will not tolerate any form of corruption or bribery and we expect our employees to fully comply with all applicable anti-corruption laws. Employees shall not directly or indirectly give, offer, or accept anything of value to obtain or retain business or favored treatment, to influence actions or to obtain an improper advantage for Tokenize Xchange or any third party. By acknowledging the Code below, the employees declare that they are aligned and in compliance with the applicable laws and Tokenize Xchange's of corruption free requirement.

    3. Gifts and Entertainment

      Employees must not offer gifts or entertainment or other incentives to Tokenize Xchange's vendors or their family members, in order to influence Tokenize Xchange's business decision.

    4. Press Release & Public Statement

      Employees are not allowed to make or circulate any public statement on anything relating to the business or affairs of Tokenize Xchange.

    5. Publications

      Unless stated otherwise, all information or material/content disclosed to the employees or obtained by the employees from Tokenize Xchange shall be confidential. Employees must not publish Tokenize Xchange's confidential information. Employees shall obtain Tokenize Xchange's prior permission in writing if it intends to publish any material/content owned by Tokenize Xchange.

      Proper and clear citations and/or references of Tokenize Xchange shall be made should the employees be allowed by Tokenize Xchange to publish any material/content owned by Tokenize Xchange. Tokenize Xchange may provide references to the employees upon the employees' requests and on a case-to-case basis, subject to the sole discretion and the approval of Tokenize Xchange.

    6. Dealings with customers and vendors

      All employees required to exercise reasonable care and due diligence to avoid situations that could result in an actual or potential conflict of interest. Tokenize Xchange prohibits employees from gaining improper advantage or preferential treatment in their relationship with Tokenize Xchange's customers or vendors.

      If at any point of Tokenize Xchange, a situation of actual or potential conflict of interest arises, the employees shall forthwith inform Tokenize Xchange in writing of the circumstances as soon as they become aware of such situation.

    7. Anti-competitive practice

      In compliance with all applicable laws, all employees are prohibited from colluding, contracting, arranging, price fixing, making gentlemen's agreements or having concerted practices with its competitors of similar industry that have the purpose, effect or likely effect of substantially lessening competition in the market.

  4. Business Practice

    1. Employees’ Information

      Employees must ensure that all Tokenize Xchange's information shared with Tokenize Xchange is accurate. Tokenize Xchange prohibits its employees from providing inaccurate or false information in order to gain any advantage whatsoever in any of its business dealings with Tokenize Xchange.

      Employees are required to take proactive actions to keep Tokenize Xchange updated in writing should there be any changes of information.

    2. Privacy and Data Protection

      Employees shall comply with Singapore’s Personal Data Protection Act 2012 where employees are not allowed to disclose or share any of Tokenize Xchange’s customers’ personal information which is confidential to any third party beyond the requirements defined in their agreements with Tokenize Xchange.

      The employees must treat all personal data related to the business and affairs of Tokenize Xchange, which is not generally available to the public, with the utmost confidence.

    3. Outsourcing and Subcontracting

      In order to ensure the highest quality of services delivered by Tokenize Xchange’s employees, employees are discouraged from outsourcing or subcontracting contracts acquired from Tokenize Xchange to any third parties. Should the outsourcing or subcontracting of the contract be unavoidable due to but not limited to proprietary technology, prior advice and approval from Tokenize Xchange shall be required.

      In the event approval is given, it is important that employees declare the locations where the work/services will be performed and the identity of such third parties involved in the provision of the services to Tokenize Xchange. Employees shall ensure that such third parties comply with the employees’ contractual obligations and with this Code, and provide evidence of such monitoring to Tokenize Xchange upon request.

  5. Whistleblower guidelines

    1. Any employees with knowledge of another Tokenize Xchange’s employee who is in potential or involved in questionable breach(es) of this Code, may report in confidence via the following channel to the party listed below. All information will be handled with the utmost discretion. The identity of the concerned reporting party will be treated with the strictest confidentiality at Tokenize Xchange. Tokenize Xchange will evaluate all concerns received and will conduct the appropriate investigations and proceed accordingly with the necessary actions.

      Tokenize Xchange will not tolerate any retaliation taken by its employee(s) against any individual for reporting in good faith questionable behavior or possible violation of the Code. In this regard, Tokenize Xchange will not hesitate to take the necessary actions such as filing of official report to the relevant authorities of such individual or company who retaliates.

      Employees are encouraged to report potential breaches to the following designated personnel:

  6. Compliance and Monitoring

    1. This Policy will be reviewed by the Group and amendments, if needed, will be made to ensure that this Policy remains consistent with the current regulation requirements and framework. Employees are to acknowledge that they have received, read, understood and will comply with this Code of Conduct.

  7. Violation of Policy

    1. Any failure to identify and/or address conflicts of interests (actual or potential) effectively could result in a violation of this Policy and/or related policies. As a result of such violations, any director, officer or employee may be subject to disciplinary action for violation of this Policy and where appropriate may include the termination of employment.

  8. Staff Training and Awareness

    1. All directors, officers and employees shall receive annual training in respect of conflicts of interest generally, and on specific and potential conflicts of Tokenize Xchange, depending on the nature of their role.