Insider Trading Policy

INSIDER TRADING AND INVESTMENT POLICY FOR VIRTUAL CURRENCIES

This insider trading policy (the policy) has been adopted by Zeb IT Service Private Limited (the “Company”) to establish procedures intended to prevent both intentional and unintentional acts of prohibited insider trading of virtual currency, and thereby to promote compliance with applicable rules of the Company and its affiliates. Violations of insider trading rules, inadvertent or otherwise, can result in severe civil and criminal actions against individuals involved during the term of the employment with the company. Employees must note that even an allegations or appearance of an improper transaction through insider trading can damage the Company’s reputation, integrity and professionalism.

The applicability of this policy is the limited to the INSIDER as defined hereunder

I Who is an “insider”?

Any person including but not limited to employees, officers, board member, independent contractors and those persons in a special relationship with the Company, such as its auditors, consultants and outside counsel who has material non-public information about the Company is considered an insider as to that information. The question of who an insider shall be decided by the company in the context of each transaction on case to basis. In other words, an individual is an insider with respect to each item of material non-public information of which he or she is aware during the term of employment.

II What is “Material” Information?

The materiality of information depends upon the circumstances and can vary case to case. A fact is considered “material” if there is a substantial likelihood that a reasonable trader/employee would consider it as important factor in deciding to buy, sell or hold a virtual currency or where the fact is likely to have a significant effect on the market price of the virtual currency. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of virtual currency. Some examples that may be material information include but not limited to:

1. Forecast about new virtual currency offered for trading by the company.
2. Information related to significant litigation developments involving virtual currency or company.
3. Unpublished financial information of the company
4. Internal operating plan of the company
5. Information about any pending or proposed merger or acquisition
6. Information related to significant changes in corporate objectives and business plans
7. Financial liquidity information
8. Change in Management or Board members

These examples are merely illustrations of material information and additionally other types of information may be considered material depending on the circumstances by the company.

III What is Undisclosed/confidential information?

The term “Confidential Information” means all business or technical information of the company, whether it is received, accessed or viewed by Recipient in writing, visually, electronically or orally. Confidential Information shall include, without limitation, unpublished price sensitive information. technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts of any new virtual currency for trade, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets. “Confidential Information” also includes all such business or technical information of any third party that is in the possession of Company.

IV Restrictions

No Trading and investment using undisclosed/confidential information of the company-

Insider who is aware of any material, non-public information concerning the Company or a third-party with whom the Company does business, shall not engage in any trading or investment into virtual currency using companies or any third-party’s services including but not limited to any offer to purchase or sell, during any period commencing with the date that he or she obtains any such material, non-public information and ending at the date such information becomes public information. After termination of employment, any employee who is in possession of material, non-public information is prohibited from trading and investment using the undisclosed information until that information has become public.

Black out period

The Company may impose special black-out periods during which certain or all insiders will be prohibited from buying, selling or otherwise effecting transactions in cryptocurrencies, even though the trading window for public/customers would otherwise be open. If a special black-out period is imposed, the Company will notify affected insiders, who should thereafter not engage in any transaction involving the buy, sale, invest or trade in cryptocurrency and should not disclose to others the fact of such suspension of trading.

No tipping

No insider shall disclose any material, non-public information (“tip”) to any other person where such information may be used by such person to his or her benefit for trading or investing in the virtual currency/ies to which such information relates, nor shall he or she make any recommendations or express any opinions as to trading or investing in the virtual currency to any other person on the basis of material, non-public information.

Regular Trade

No insider shall regularly trade in to virtual currency if he or she is in possession of any price sensitive or confidential information as defined above.

V Waiver

Subject to strict adherence of above restriction if any insider has/will invest /trade into virtual currency using company’s services or any other third party services which is similar to company’s services, he or she needs to immediately ( max within 3 days), disclose such transaction in detail to Risk and Compliance Manager at harvinder.sedha@zebpay.com which exceed INR Ten Lacs only (INR 10,00,000/-) including deposit /withdrawal/trading/investment put together.

VI Disciplinary Action for Non-Compliance

Company reserves right to monitor the transactions and in case of non-compliance of disclosure of all deposits /withdrawal/trading/investment exceeding INR Ten Lacs only (INR 10,00,000/-).
In case of non-compliance of any restrictions, the company reserves right to take necessary actions against such insider including but not limited to immediate termination from its relationship with the insider or any other legal actions as it deems fit.

VII. Rights of the company

Company shall be entitled to seek additional declarations from such insider-
to ascertain that the said insider is not in possession of confidential information or undisclosed information.
regarding their total investment or trade in cryptocurrencies during the financial year along with evidence to that effect irrespective of INR.10,00,000/- limit.

RBI and Virtual Currencies

As per a recent RBI action, banks have been told to discontinue banking services to those dealing with virtual currencies. While our industry is challenging this legally, the outcome is beyond our control. Hence, if you are holding any rupees, or depositing any rupees in Zebpay, there could soon come a time when we may be not be able to honor withdrawal requests. Please continue only if you understand this risk.