Hash Blockchain Limited (“HBL”) and HashKey MENA FZE (“HMF”) operate the Joint Order Book (as defined below). This Global Terms (“Global Terms”) is an important document governing your use of the Joint Order Book. Please ensure you read it carefully and familiarise yourself with these Global Terms prior to and during your trading on the Joint Order Book. These Global Terms are subject to change at our discretion and you are reminded to check for changes and to review new versions on our website from time to time. You are also subject to, and required to read, the Exchange Rules, Privacy Policy, and Risk Disclosure Statement which impose requirements additional to these Global Terms. By taking steps to trade on the Joint Order Book you accept, and agree to follow and be bound by, the terms in the aforesaid documents and acknowledge that you have read, fully understood and accepted them. For the avoidance of doubt, in the event of any inconsistency between the Exchange Rules, Privacy Policy, and Risk Disclosure Statement and these Global Terms, these Global Terms prevail.

If you have any questions about these Global Terms, please contact us using the details below. However, in any event, we do not act as your advisors in any capacity and you should consult your independent professional advisors for any issues or questions you may have regarding entering into any contractual relationship with us.

Hash Blockchain Limited

Securities and Futures Commission Central Entity Number: BPL992

Address: 14/F Three Exchange Square, 8 Connaught Place, Central, Hong Kong

Tel: +852 3598 3078

Email: support@customer.hashkey.com

Website: https://www.hashkey.com/

HashKey MENA FZE

[Details]

Table of Contents

HashKey Exchange – Global Terms. 1

Part A – General 3

Section 1 Interpretation. 3

1.1 Definitions. 3

1.2 Rules of Interpretation. 4

Section 2 Joint Order Book. 5

Section 3 About the Global Terms. 6

3.1 Application. 6

3.2 General provisions. 6

Section 4 List of assets on the Joint Order Book. 7

Section 5 Access to the Joint Order Book. 7

Section 6 Pre-funded trades only. 7

Section 7 Order execution methodology. 7

Section 8 Restricting, suspending, rejecting or cancelling Orders and trades. 8

Section 9 Clearing and settlement 8

Section 10 Default in settlement 9

Part A – General

Section 1 Interpretation

1.1 Definitions

In these Global Terms, unless the context requires otherwise, the following terms shall have the meaning set forth below:

Account means the account (including its sub-account, if any) opened by a Trading Participant with HashKey Exchange or HashKey MENA for the purposes of utilizing the services at Hashkey Exchange or HashKey MENA, including trading Virtual Assets.

Account Opening and Trading Rules means HBL’s “Account Opening and Trading Rules” and and HMF’s “Account Opening and Trading Rules” which govern such matters relating to opening an account and trading on HashKey Exchange and HashKey MENA.

Business Day means any day on which banks are generally open for business in both Hong Kong and the United Arab Emirates.

Custodian means HK Custodian and UAE Custodian.

Exchange Rules means the HashKey Exchange - Exchange Rules and the HashKey MENA - Exchange Rules as provided on the official websites of HashKey Exchange and HashKey MENA and as updated from time to time.

HashKey Exchange means the Virtual Asset trading platform branded “HashKey Exchange” operated by HBL.

HashKey Group means HashKey Digital Asset Group Limited and its affiliates.

HashKey (MENA) means the Virtual Asset trading platform branded “HashKey (MENA)” operated by HMF.

HBL means Hash Blockchain Limited, a limited liability company incorporated in Hong Kong with company number 2669359 and licensed by the SFC (Central Entity Number BPL992) to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities under the SFO, as well as to operate a Virtual Asset exchange under the AMLO, including its successor and assigns.

HK Custodian means HashKey Custody Services Limited which:

(a) is a company incorporated in Hong Kong;

(b) has notified the SFC that it has become an “associated entity” of the SFC licensee under section 165 of the SFO;

(c) holds a “trust or company service provider licence” (Licence No T006486) under the AMLO; and

(d) is a wholly owned subsidiary of HBL.

HKIAC means the Hong Kong International Arbitration Centre.

HMF means HashKey MENA FZE (Registration number: DWTC Registration #3175), an exempted company limited by shares incorporated under the laws of Dubai which has been granted a licence by the VARA.

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China.

Joint Order Book means the shared order book jointly maintained by HashKey Exchange and HashKey MENA where buy and sell orders in approved trading pairs of Trading Participants are recorded, the matching engine and surrounding infrastructure.

Local Order Book means order books maintained by HashKey Exchange or HashKey MENA which are not shared, to which only Orders of Trading Participants of that exchange are routed.

Order means an instruction from a Trading Participant to either buy or sell a Virtual Asset.

SFC means the Securities and Futures Commission of Hong Kong.

SFO means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Trading Participants means persons and entities approved by HBL or HMF to open an account and to deal in Virtual Assets on the HashKey Exchange or HashKey MENA.

UAE Custodian means HashKey Xpert Limited which:

(a) is a limited liability company incorporated in Hong Kong;

(b) holds a “Trust or Company Service Provider Licence” (Licence No T006486) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong); and

(c) is an affiliate of HMF.

VARA means the Virtual Assets Regulatory Authority of the United Arab Emirates.

Virtual Assets means digital representations of value which may be in the form of digital tokens (such as digital currencies, utility tokens or security or asset-backed tokens), any other virtual commodities, crypto assets or other assets of essentially the same nature.

1.2 Rules of Interpretation

(a) Words and phrases (unless defined in these Terms or the Exchange Rules) the definitions of which are contained or referred to in the laws of Hong Kong shall be construed as having the meanings thereby given to them.

(b) References in these Global Terms to laws of Hong Kong and the United Arab Emirates shall be construed as references to those ordinances or statutory provisions as respectively modified (on or before the date hereof) or re-enacted (whether before or after the date hereof) from time to time and to any orders, regulations, instruments or subordinate legislation made under the relevant ordinances or provisions thereof which has been so re-enacted (with or without modifications).

(c) The headings are inserted for convenience only and shall not affect the construction of these Global Terms.

(d) Except where the context otherwise requires words denoting the singular include the plural and vice versa; words denoting any one gender include all genders; words denoting persons include incorporations and firms and vice versa.

(e) Except where the context otherwise requires references to the word include or including (or any similar term) are not to be construed as implying any limitation and general words introduced by the word other (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

(f) Except where the context otherwise requires any reference to writing or written includes any method of reproducing words or text in a legible and non-transitory form.

(g) Except where the context otherwise requires references to times of the day are to that time in Hong Kong and references to a day are to a period of 24 hours running from midnight to midnight.

(h) References to Sections are (unless the context requires otherwise) to sections of these Global Terms.

(i) All representations, undertakings, warranties, indemnities, covenants, agreements and obligations given or entered into by more than one person are given or entered into severally unless otherwise specified.

Section 2 Joint Order Book

(a) HBL, a company within the HashKey Group, operates a licensed Virtual Assets exchange in Hong Kong named HashKey Exchange.

(b) HMF, a company within the HashKey Group, operates a licensed Virtual Assets exchange in Dubai in the United Arab Emirates named HashKey MENA.

(c) In order to improve liquidity, the HashKey Group operates a Joint Order Book for certain Virtual Asset trading pairs available for trading on both the HashKey Exchange and HashKey MENA. Orders placed by Trading Participants on the HashKey Exchange or HashKey MENA may be routed to the Joint Order Book for matching and execution at the discretion of HBL.

Section 3 About the Global Terms

3.1 Application

(a) These Global Terms, as amended from time to time, are jointly issued by HBL and HMF to provide for the operation of and trading on the Joint Order Book as well as the settlement of transactions executed on the Joint Order Book.

(b) These Global Terms supplement, and shall be read together with, the Exchange Rules of HashKey Exchange (for Trading Participants of the HashKey Exchange) and the Exchange Rules of HashKey MENA (for Trading Participants of HashKey MENA).

(c) Unless otherwise specified, these Global Terms apply to:

(i) HBL and HMF as operators of the Joint Order Book;

(ii) The HK Custodian and the UAE Custodian;

(iii) HashKey Digital Asset Group Limited as backstop agent; and

(iv) each Trading Participant;

(collectively, “Participants” and each a “Participant”)

(d) Each Participant agrees that it will be bound by these Global Terms and that these Global Terms constitute a multilateral contract between each Participant. Each Participant shall have the right to enforce these Global Terms against other Participants.

3.2 General provisions

Time is of the essence

Time is of the essence in the performance of obligations under these Global Terms by all Users.

Severance

If at any time any provision of these Global Terms are, or becomes, illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Global Terms shall not be affected or impaired.

Variation of these Terms

HBL (in the case of Trading Participants of the HashKey Exchange) or HMF (in the case of Trading Participants of HashKey MENA) will provide prior notice as soon as practicable to any amendment or variation of these Global Terms. Any variation to these Global Terms shall be binding only if it is in writing and is published on the official website of the HashKey Exchange and HashKey MENA.

Users who object to the amendments or variation of these Global Terms will be given an opt-out option to terminate their Account and should send written objections to HBL (in the case of Trading Participants of the HashKey Exchange) or HMF (in the case of Trading Participants of HashKey MENA Users) within fourteen (14) Business Days after the publication of such amendment notice, failing which acceptance shall be deemed of such amendment, deletion, substitution or addition.

Third parties

Unless expressly provided to the contrary in these Global Terms, a person who is not a party to these Global Terms shall have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any of the terms of these Terms, and whether so provided in these Terms or not, no consent of third party is required for the amendment to (including the waiver or compromise of any obligation), rescission of, or termination of, these Terms, subject to compliance with applicable laws.

Governing laws

These Terms shall be governed by, and construed in all respects in accordance with, the laws of Hong Kong.

Section 4 Assets available for trading on the Joint Order Book

(a) HBL and HMF shall at their sole discretion determine the Virtual Asset trading pairs which shall be included in the Joint Order Book.

(b) Notwithstanding the foregoing, only trading pairs that are available for trading on the Local Order Book of both the HashKey Exchange and HashKey MENA can be included in the Joint Order Book.

(c) HBL and HMF may decide at any time to remove a trading pair from the Joint Order Book.

Section 5 Access to the Joint Order Book

(a) HBL and HMF shall at their sole discretion decide which Trading Participants shall have access to the Joint Order Book, and which trading pairs such Trading Participant shall have access to.

Section 6 Pre-funded trades only

(a) An Order will only be executed on the Joint Order Book if a Trading Participant has sufficient Virtual Assets and/or fiat currencies in his Account to cover the intended trade.

Section 7 Order execution methodology

(a) The general procedures by which an Order is executed on the HashKey Exchange or HashKey MENA are set out in the Account Opening and Trading Rules.

(b) An Order may be executed on a Local Order Book or the Joint Order Book.

(c) Upon a transaction being executed on the Joint Order Book:

(i) the relevant Trading Participants’ ledger balances shall be updated immediately; and

(ii) the beneficial title of the traded assets (the “Assets Pending Settlement”) will immediately be transferred to the counterparty Trading Participant.

(iii) the Custodian of the Assets Pending Settlement shall clearly earmark them as Assets Pending Settlement in internal ledger and tracking systems, and shall only deal with such Assets Pending Settlement at the instructions of the Custodian to which such assets shall be transferred.

(d) Upon reversal of an executed transaction in accordance with [Section 8] of these Global Terms, the transfer of beneficial title in the relevant assets will be reversed.

Section 8 Restricting, suspending, rejecting or cancelling Orders and trades

(a) In order to maintain the fair and orderly operation of Joint Order Book, HBL and HMF may take the following actions as they consider appropriate:

(i) Restrict or suspend trading of a Virtual Asset on the Joint Order Book;

(ii) Reject or cancel any Orders;

(iii) Reverse any executed but unsettled transactions; or

(iv) Freeze any accounts.

(b) HBL and HMF may exercise its power under this Section in the following circumstances:

(i) Mismatching;

(ii) Upon notice of any information that may reasonably be expected to materially affect market activity for and the price of any Virtual Asset;

(iii) Upon discovery of any market manipulative and abusive activities;

(iv) Upon the failure of a Custodian to fulfil its settlement obligations, where the default is not remedied within reasonable time;

(v) If a Custodian’s default has, in the opinion of HBL and/or HMF, the potential to cause cascading effects or destabilize the normal operations of the Joint Order Book, the HashKey Exchange or HashKey MENA;

(vi) Where directed by the SFC or VARA; or

(vii) Under any other circumstances which in the opinion of HBL and/ or HMF will impair the fair and orderly operation of the Joint Order Book, the HashKey Exchange or HashKey MENA.

Section 9 Clearing and settlement

Trades executed on the Joint Order Book are settled in the following way:

(a) There will be three regular intra-day settlement windows on each Business Day.

(b) Additional ad hoc intra-day settlement windows will also be triggered if more than 2% of the total USD value of the assets of Trading Participants of the HashKey Exchange (as shown on the trading ledgers) are held by the UAE Custodian, provided that if the threshold is reached during a non-Business Day or outside working hours (of either HBL or HMF), ad hoc settlement will occur upon the start of the next Business Day.

[DPW: is there a similar mechanism in the opposite scenario? I.e. if 2% of UAE assets are held by HK Custodian]

(c) Prior to each settlement window, the ledger balances of (a) all Trading Participants of the HashKey Exchange will be compared against the net balance of assets held in HK Custodian and (b) all Trading Participants of HashKey MENA will be compared against the net balance of assets held in UAE Custodain, to calculate on a net basis the amount of assets which should be transferred between the custodians at settlement.

(d) At each settlement window, HK Custodian and UAE Custodian simultaneously transfer the required net balance of assets to each other.

Section 10 Default in settlement

(a) A Custodian must notify HBL and HMF in writing within no more than one (1) hour of it becoming aware of a failure or anticipated failure by it to settle a transaction in accordance with Section 9 of these Global Terms.

(b) In the event of any default by a Custodian (“Defaulting Custodian”) to settle, the non-defaulting custodian (“Non-Defaulting Custodian”) will be entitled to, and must where necessary to protect the interests of its Trading Participants, take all available steps to enforce its rights, and of its Trading Participants, against the Defaulting Custodian directly, including to compel the Defaulting Custodian to make good its default in respect of the transaction, alternatively and in addition, provide compensation;

(c) In respect of any bona fide enforcement steps taken by a Non-Defaulting Custodian against a Defaulting Custodian, the Defaulting Custodian undertakes:

(i) not to challenge such enforcement steps, including not to challenge jurisdiction or require any security, including in respect of costs, to be provided by the Non-Defaulting Custodian, in respect of any formal proceedings brought by the Non-Defaulting Custodian against the Defaulting Custodian in any jurisdiction; and

(ii) in fact, to take all reasonable steps to assist the Non-Defaulting Custodian carry out and complete its enforcement steps, including providing such information and materials to assist the Non-Defaulting Custodian as the Non-Defaulting Custodian may reasonably require; and

(iii) to preserve all available assets against which the Non-Defaulting Custodian may be able to effect enforcement.

(d) Each Defaulting Custodian agrees voluntarily to cooperate with any competent authority with jurisdiction over the Non-Defaulting Custodian in respect of any enquiries, investigation, document request, interview requests, or any other reasonable requests form the regulator, to the extent it is related to the default in question. The Defaulting Custodian agrees not to raise jurisdictional objections to avoid or limit such cooperation. The Defaulting Custodian is entitled to notify competent authorities with jurisdiction over itself, subject only to any applicable confidentiality restrictions.

(e) Upon a default in settlement, the Defaulting Custodian and its affiliated exchange operator shall be barred from entering into further transactions on the Joint Order Book (including on behalf their Trading Participants) unless the default is remedied in a timely manner and all other requirements imposed by HBL and HMF and any competent authority have been fully met.

(f) Upon a failure in settlement caused by a default of a Custodian, HashKey Digital Asset Group Limited shall as soon as practicable use its own house assets to fulfil the settlement obligations of the Defaulting Custodian. This shall be without prejudice to the obligations of the Defaulting Custodian, which shall indemnify HashKey Digital Asset Group Limited upon its request.

(g) Any Trading Participant affected by a failure in settlement caused by a default of a Custodian may directly enforce any rights it has under these Global Terms against HBL, HMF, the HK Custodian, the UAE Custodian and/ or HashKey Digital Asset Group Limited.