Glossary Module

NEXUS PLATFORM glossary of rulebook terms

The following terms shall have the following meanings when used in the Platform Rulebook unless the context otherwise requires:

Acceptable Jurisdiction	Any jurisdiction approved by Chintai from time to time
Algorithmic Trading	Trading in Tokens where a computer algorithm automatically determines individual parameters of orders such as whether to initiate the order, the timing, price or quantity of the order and does not include any system that is only used for the purpose of routing orders on the Platform
AML/CTF	Anti-money laundering and counter-terrorist financing
AMM Program	Such protocol that is in place on the Platform to facilitate liquidity in the form of an automated, continuous two-sided market
AMM Program Terms	The terms and conditions that govern a Participant entering into an AMM Program, as updated from time to time
Appeals Panel	Appeals Panel formed in accordance with the Trading Module of the Rulebook, particularly Rule 20
Appeals Procedure	Appeals the appeals procedure as described in the Trading Module of the Rulebook, particularly Rule 20
Applicable Law	Any applicable national, federal, supranational, state, regional, provincial, local or other statute, law, enactment, by-law, decree, resolution, ordinance, regulation, rule, code, guidance, order, direction, notification, published practice or concession, regulatory requirement, judgment or decision of a Governmental Authority and any memorandum of understanding (or equivalent) between Chintai and one or more Governmental Authorities or between Governmental Authorities and any rules, regulations, guidance and approach document of any other Regulatory Authority
Applicant	A person applying for admission as an Issuer
Application	An application for admission as an Issuer
Authority	Any Regulatory Authority and any national, federal, supranational, state, regional, provincial, local or other government, government department, ministry, governmental or administrative authority, regulator, committee, council, agency, board, bureau, unit, commission, secretary of state, minister, court, tribunal, judicial body or arbitral body or any other Person exercising judicial, executive, interpretative, enforcement, regulatory, investigative, fiscal, taxing or legislative powers or authority anywhere in the world with competent jurisdiction
Associate	In the case of a company, in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means: His immediate family; The trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and Any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and In relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more In the case of a business trust, In relation to any director, chief executive officer, or controlling shareholder of the trustee-manager, substantial unit-holder or shareholder of the trustee-manager, substantial unit-holder or controlling unit-holder of the business trust (being an individual) means:— His immediate family; The trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and Any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and In relation to the controlling shareholder of the trustee-manager or substantial unit-holder or controlling unit-holder of the business trust (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
Business Day	A day on which banks are open for general banking business (not being a Saturday, Sunday or public holiday)
Chintai Blockchain	The permissioned blockchain operated by Chintai
Connected Person	In relation to: A company means a director, chief executive officer or substantial shareholder or controlling shareholder of the company or any of its subsidiaries or an associate of any of them; and An Investment Fund means a director, chief executive officer or controlling shareholder of the manager or trustee-manager (as the case may be), or substantial unitholder or controlling unitholder of the Investment Fund or any of its subsidiaries or an associate of any of them
Controlling Shareholder	A person who: Holds, directly or indirectly, no less than 15% of the nominal amount of all voting shares in a company (unless Chintai determines at its discretion that a person who satisfies this criterion is not to be considered a controlling shareholder); or In fact exercises control over a company.
Controlling Unitholder	In the case of an fund, a person who: Holds directly or indirectly 15.0% or more of the nominal amount of all voting units in the fund; or In fact exercises control over the fund.
Corporate Entity	A business entity incorporated or registered under the law/s of the Acceptable Jurisdiction it is established in
Disclosure Document	The disclosure document or documents prepared by the Issuer in respect of the offering of its Token prepared in accordance with all applicable requirements from time to time
Eligibility Criteria	The eligibility criteria that must be met for a Person to be a Participant as prescribed by Chintai from time to time
Error Trade	Has the meaning set out at Rule 11.3.2 of the Trading Module of the Platform Rulebook.
Expert Investor	(i) A person whose business involves the acquisition and disposal, or the holding, of capital markets products, whether as principal or agent; or (iii) Such other person as Chintai may prescribe from time to time.
FATCA	Foreign Account Tax Compliance Act
Fiat Balance	An amount of fiat currency or stable coin to be distributed to or otherwise held in the Participant’s Nexus Wallet from time to time
Financial Reporting Standards	Accounting rules for the financial statements of corporate entities
Fit and Proper	Such rules or criteria prescribed by Chintai from time to time, including as mandated by Applicable Law, in respect of whether a Person has the ability to perform the relevant functions or activities they are applying to undertake in an efficient, honest and fair manner taking into account the Person’s reputation, character, financial integrity and reliability
Force Majeure	AAn occurrence outside the control of Chintai or the relevant Participant, as applicable, which prevents, hinders or delays the performance in whole or in part of any of its obligations hereunder (excluding an obligation to make a payment) (and, in relation only to any obligation of Chintai or a Participant, which obligation has not yet fallen due, such an occurrence which would prevent, hinder or delay the performance in whole or in part of any of its obligations thereunder were the occurrence or effects of the occurrence to continue until the date of performance of the relevant obligation), including, but not limited to, fire, flood, storm, earthquake, explosion, war, hostilities, accidents howsoever caused, strike, labour dispute, lockout, work to rule or other industrial dispute, lack of energy supply, disruption or blackout of gas or electricity transmission systems, criminal action, terrorist action, civil unrest, embargoes, acts of God, acts of a public enemy, unavailability or impairment of computer or data processing facilities, the actions or omissions of third Persons (including, without limitation, repositories, bank or electronic transfer systems, exchange bodies, clearing organisations and governmental authorities or, in relation to delivery pursuant to any contract, any event that is an event of force majeure (or similar event, howsoever defined) for that contract
Formal Notice	Any notice published on the Nexus Platform and sent via email to the contact details registered with Chintai, to each Participant or Issuer, in respect of any matter required by Chintai or the Platform Rulebook or required by Chintai in respect of any circumstances that Chintai determines should be the subject of a Formal Notice
General Module	The rules of the Platform Rulebook entitled General Module that is published by Chintai, which sets out the requirements and obligations applying to all Issuers, Participants and Applicants, as may from time to time be amended, modified, supplemented or replaced
Glossary Module	The rules of the Platform Rulebook entitled Glossary Module that is published by Chintai, which sets out the requirements and obligations applying to all Issuers, Participants and Applicants, as may from time to time be amended, modified, supplemented or replaced
Group	The issuer and its subsidiaries, unless specifically defined otherwise
Insolvency Event	In relation to a person, any of the following events: A meeting of or negotiation with creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement) being proposed by or in relation to that person; A charge holder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person; That person ceasing to carry on all or a substantial part of its business or being deemed to be unable to pay its debts within the meaning of Applicable Law; That person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of an administrator; A petition being advertised or a resolution being passed or an order being made for the administration or the winding up, bankruptcy or dissolution of that person; or The happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets
Intermediary Participant	A person who has a Trading Account on the Nexus Platform that is designated by Chintai as an account allowing trading on behalf of the Intermediary Participant’s customers
Issuer	A person who has been approved by Chintai to issue Tokens on the Nexus Platform
Key officers	The management team (excluding directors) of an issuer or trustee manager, as the case may be, including its chief executive officer, chief financial officer, chief operating officer and any other individual, regardless of title, who (a) performs or has the capacity to perform any function or responsibility equivalent to that of the foregoing persons, or (b) is responsible for ensuring that the issuer complies with its obligations under the Market Requirements
Listing Module	The rules of the Platform Rulebook entitled Listing Module that is published by Chintai, which sets out the requirements and obligations applying to Issuers, Participants and Applicants, as may from time to time be amended, modified, supplemented or replaced
Market Circular	A notice issued by Chintai from time to time in respect of certain operational, legal, regulatory or financial matters relevant to Participants
Market Requirements	The Platform Rulebook, Market Circulars and any other terms, rules and requirements that are published by Chintai pertaining to Participants, Applicants and/or Issuers, the listing of Tokens and/or the Nexus Platform, as may from time to time be amended, modified, supplemented or replaced
Nexus Platform	The trading platform operated by Chintai which allows for the trading of Tokens. Nexus Platform includes the online platform which is accessible at such location as may be prescribed by Chintai from time to time. For the avoidance of doubt, where Nexus Platform is renamed to such other name as may be designated by Chintai from time to time, all references to Nexus Platform in the Platform Rulebook and other related documents, agreements and communications, including references in other defined terms, shall be construed to refer to such new name
Nexus Wallet	In relation to a Participant or Issuer, the digital wallet provided to such Participant or Issuer to store Tokens and Fiat Balances
Participant	A person who has opened a trading account on the Nexus Platform and whose trading account is valid and subsisting (whether or not suspended) and includes an Intermediary Participant
Participant Application Forms	Such forms as are prescribed by Chintai from time to time for the purposes of a Person to apply to be registered as a Participant on the Platform
Person	Any individual, partnership, firm, body corporate, association, trust, unincorporated organisation or other entity
Platform Rulebook	The rulebook that is published by Chintai, which sets out the requirements and obligations applying to Participants and Issuers, as may from time to time be amended, modified, supplemented or replaced
Primary Listing	The main listing of a Token that is to be listed on the Platform pursuant to a dual listing
Relevant Regulatory Authority and Regulatory Authority	Any Authority which exercises a regulatory or supervisory function under the laws of any jurisdiction in relation to financial services, the financial markets, exchange bodies
Rule, Rules	Any particular rule of the Platform Rulebook and Rules means all the rules of the Platform Rulebook
Short Selling	The sale of Tokens that the selling Participant does not own at the time of the sale
Smart Contract	A computerized transaction protocol that executes a pre-programmed function which may include the facilitation, verification and/or performance of a contract
Substantial Shareholder	A person who has an interest or interests in one or more voting shares and the total votes attached to such shares being not less than 5% of the total votes attached to all the voting shares
substantial unitholder	A person who has an interest or interests in one or more voting units in an Investment Fund, the total votes attached to such unit(s) being not less than 5% of the total votes attached to all the voting units in such Investment Fund
Supplementary Disclosure Document	A disclosure document that updates or amends the information in a Disclosure Document or otherwise sets out market sensitive information in respect of an Token
Token	A cryptographic token created on the Chintai Blockchain and issued and/or tradable on the Nexus Platform from time to time
Trading Account	A trading account maintained by a Participant, Intermediary Participant or Issuer with Chintai
Trading Module	The provisions of the rulebook entitled Trading Module that are published by Chintai, which set out the requirements and obligations applying to Participants and Issuers, as may from time to time be amended, modified, supplemented or replaced
Trading Stages	Has the meaning set out in Rule 10.1.2 of the Trading Module of the Platform Rulebook
United States	The United States of America
United States Persons	Any of the following: A United States citizen; United States resident, meaning: An individual physically present in the United States for at least 31 days during the current year and 183 days during the three (3) year period that includes the current year and the two (2) years immediately before that: counting all the days such individual was present in the current year; 1/3 of the days such individual was present in the first year before the current year; and 1/6 of the days such individual was present in the second year before the current year; A green card holder; An individual designated as a resident for United States tax purposes; An individual with a United States mailing address or United States telephone number; A corporation, partnership or entity organized or incorporated under the laws of the United States; An estate of which any executor or administrator is a United States Person; Any trust of which any trustee is a United States Person; Any agency or branch of a foreign entity located in the United States; A discretionary or similar account (other than an estate or trust) held by a fiduciary incorporated or organized, or (if an individual) a resident in the United States; Any non-discretionary or similar account (other than an estate or trust) held by a fiduciary for the benefit or account of a United States Person; Any partnership, corporation or entity incorporated or organized under the laws of any jurisdiction apart from the United States that is more than 25% owned or controlled by a United States Person(s); and A partnership, corporation or entity with a United States mailing address or United States telephone number.