Conflict of Interest Policy

1.Introduction  

Gate Technology Ltd (hereinafter referred to as the “Company”) is required to establish, implement and maintain effective policies and procedures, taking into account the nature, scale and range of its crypto-asset services, to appropriately identify, prevent, manage and disclose conflicts of interest.

This Conflicts of Interest Policy (hereinafter referred to as this “Policy”) sets out the effective organisational and administrative arrangements implemented by the Company to identify, prevent, manage and disclose conflicts of interest entailing a material actual or potential risk of damage to the interests of the Company and/or its users (hereinafter referred to as the “Users”).

The Compliance Officer of the Company is responsible for the implementation of this Policy and monitoring its compliance in accordance with the applicable legal and regulatory framework including:

• Regulation (EU) 2023/1114 on Markets in Crypto-Assets;
• Commission Delegated Regulation (EU) 2025/1142 of 27 February 2025 supplementing Regulation (EU) 2023/1114 of the European Parliament and of the Council with regard to regulatory technical standards specifying the requirements for policies and procedures on conflicts of interest for crypto-asset service providers and the details and methodology for the content of disclosures on conflicts of interest; and
• other applicable laws, regulations, rules and guidelines in relation to the Company, (hereinafter collectively referred to as the “Applicable Law”).

Any such disclosures shall include sufficient detail to enable Users to take an informed decision in the context of which a conflict of interest may arise.

The structure and activities of the Company shall at all times be organised in such a way that the risk of conflicts of interest between the Company and its Users, as well as between the Users of the Company, are minimised. If conflicts of interest cannot be avoided, the Company shall ensure that the interests of the User take precedence over the interests of the Company, and that no individual User is unfairly favoured to the detriment of other Users.

2.Purpose

The Company shall act honestly, fairly and with integrity in the best interests of its Users and of the market. To achieve this, the Company shall avoid conflicts of interest where possible. Should conflicts of interest not be possible to avoid, measures shall be put in place to identify and manage such conflicts.

This Policy sets out the Company’s procedure when identifying and managing conflicts of interest. To this effect, this Policy seeks to:

• identify circumstances, or potential circumstances, which may give rise to conflicts of interest which entails a potential risk of damage to the interest of one or more Users, and where possible seek to prevent conflicts of interest from occurring;
• establish appropriate measures and controls to manage those conflicts of interest which cannot be mitigated; and
• maintain procedures to ensure that all instances of conflicts of interests are being monitored.

For the purposes of identifying the conflicts of interest that may arise in the course of providing crypto-asset services and whose existence may damage the interests of one or more Users, the Company shall consider, as a minimum, whether the Company or any connected person is in any one of the following scenarios:

• a)it is likely to make a financial gain, avoid a financial loss, or receive another kind of benefit, at the expense of a User;
• b)it has an interest in the outcome of a crypto-asset service provided to a User, or of a transaction carried out on behalf of a User, which is - -distinct from the User’s interest in that outcome;
• c)it has a financial or other incentive to favour the interest of one or more Users over the interests of another User;
• d)it carries out the same business as a User;
• e)it receives or will receive from a person, other than a User, an inducement in relation to a service provided to the User, in the form of monetary or non-monetary benefits or services.

For the purposes of identifying the circumstances which could create conflicts of interest related to the performance of a connected person’s duties and responsibilities, the Company shall take into account, at least, situations or relationships where a connected person:

• a)has an economic interest in a person, body or entity with interests conflicting with those of the Company;
• b)has or has had within at least the last 3 years a personal relationship with a person, body or entity with interests conflicting with those of the Company;
• c)has or has had within at least the last 3 years a professional relationship with a person, body or entity with interests conflicting with those of the Company;
• d)has or has had during at least the last 3 years a political relationship with a person, body or entity with interests conflicting with those of the Company;
• e)carries out conflicting tasks or activities, is entrusted with conflicting responsibilities or is hierarchically supervised by a person in charge of conflicting functions or tasks.

For the purposes of identifying the persons, bodies or entities with conflicting interests to theirs, the policy shall require the Company to take into account, at least, whether that person, body or entity is in any of the following situations:

• a)it is likely to make a financial gain, or avoid a financial loss, at the expense of the Company;
• b)it has an interest in the outcome of a crypto-asset service provided or an activity carried out or decision taken by the Company, which is distinct from its interest in that outcome;
• c)it carries out the same business as the Company or is a User, consultant, adviser, delegatee, outsourcee, service provider or other supplier (including subcontractors) of the Company and it can be reasonably deemed from objective circumstances that there may be a conflict of interests with the Company.

Where a connected person has an economic interest in a person, body or entity with interests conflicting with those of the Company, this Policy shall require the Company to take into account at least the following situations or relationships where the connected person:

• a)holds shares, tokens (including governance tokens), other ownership rights or membership in that person, body or entity;
• b)holds debt instruments of or has other debt arrangements with that person, body or entity;
• c)has any form of contractual arrangements, such as management contracts, service contracts, delegation or outsourcing contract or intellectual property licenses, with that person, body or entity.

3.Managing Potential or Actual Conflict of Interests

Whenever a conflict of interest or possible conflict of interest is identified, the Compliance Officer may take any of the following measures, additional or alternative measures in order to ensure an acceptable degree of independence:

• prevent or control the exchange of information between relevant persons engaged in activities involving likelihood of a conflict of interest;

• supervise any relevant person whose principal functions involve carrying out activities on behalf of, or providing services to, customers whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the Company;

• remove any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or the revenue generated by, different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities;

• in the event that the conflict cannot be adequately managed or eliminated, full disclosure will be made of the conflicts and its potential impact. For the purposes of any conflicts of interest potentially detrimental to Users, the following arrangements shall be taken into consideration:

• to report and communicate promptly to the appropriate internal reporting channel any matter that may result, or has resulted, in a conflict of interest;

• to prevent and control the exchange of information between connected persons engaged in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more Users;

• for the separate supervision of connected persons whose principal functions involve carrying out activities on behalf of, or providing services to, Users whose interests may conflict with each other or with those of the Company;

• for the removal of any direct link between the remuneration provided to the Company’s employees, delegatees, outsourcees, subcontractors or members of the management body principally engaged in one activity and the remuneration of, or revenues generated by, different employees, delegatees, outsourcees, subcontractors or members of the management body of the Company principally engaged in another activity, where a conflict of interest may arise in relation to those activities;

• to prevent any person from exercising inappropriate influence over the way in which a connected person carries out crypto-asset services;

• to prevent or control the simultaneous or sequential involvement of a connected person in separate crypto-asset services or activities where such involvement may impair the proper management of conflicts of interest.

4.Disclosure of Conflicts of Interest to Users

Where the Company’s organisational and administrative arrangements made to prevent conflicts of interest from adversely affecting the interest of its Users are not sufficient to ensure, with reasonable confidence, that risks of damage to User interests will be prevented, the Company shall clearly disclose to the User the general nature and sources of conflicts of interest and the steps taken to mitigate those risks before undertaking business on its behalf.

It is important to note that disclosure to Users should be taken as a measure of last resort.

Such disclosure shall:

• be made in a durable medium; and

• include sufficient detail, taking into account the nature of the User, to enable the User to take an informed decision with respect to the Service in the context of which the conflict of interest arises. In this respect, the disclosure shall include:

• organisational and administrative arrangements established by the Company to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risk of damage to the interest of the User to be prevented; and

• specific description of the conflict of interest that arises in the provision of the services, taking into account the nature of the Users to whom the disclosure is being made, including a description of the general nature and sources of conflicts of interest, as well as the risks to the User that arise as a result of the conflict and the steps undertaken to mitigate these risks, in sufficient detail to enable that User to make an informed decision with respect to the service in the context of which the conflicts of interest arise.

5.Mitigating Measures for Conflicts arising from OTC services

In addition to the mitigating measures mentioned within this Policy, the following measures shall also be used to mitigate conflicts arising from the provision of OTC services:

• Transparency and Disclosure:
  • Ensure Users are fully informed about the nature of the OTC service, including fees, potential risks, and how prices are determined;
• Fair Pricing Practices:
  • Use transparent pricing mechanisms;
• Independent Oversight:
  • As part of the Compliance Monitoring Programme the Compliance Officer will assess how conflicts are being addressed;
• Training:
  • The Company shall train employees on recognizing and managing conflicts of interest;
• Best Execution:
  • Ensure transactions are executed in the best interest of the User;
  • Obtain informed consent from Users when potential conflicts of interest are identified;
• Access Controls:
  • Limit access to sensitive information only to those who need it for their job.