Listing Module
NEXUS PLATFORM RULES FOR LISTING
1. ligibiltiy requirements for Issuers
1.1 An Applicant seeking admission as an Issuer shall at a minimum meet the following:
a) Be duly incorporated, established and/or registered in an Acceptable Jurisdiction;
b) Be of sufficient good repute;
c) Have a sufficient level of trading ability, competence and experience;
d) Have, where applicable, adequate organisational arrangements;
e) Its directors and officers should meet the Nexus Platform’s AML/CTF requirements and Fit and Proper requirements in place from time to time.
1.2 Each Application must contain the requisite documents as set in Schedule 2.
2. Eligibility requirements for Tokens
2.1 Ownership and title to a Token must be transferable to a Participant via acceptable blockchain technology without the need for undue integration with the Nexus Platform.
2.2 A Token, at the point of issuance, must be free of third-party rights, liens or obligations.
2.3 Chintai reserves the right to reject or remove any Token from listing on the Nexus Platform.
3. Listing fees and charges
3.1 Applicants and Issuers must pay such fees and charges as the Nexus Platform may prescribe. Chintai may waive or vary any fee or charge.
4. Application for admission as issuer
4.1 Initial consultation
a) Prior to making an Application as Issuer, an Applicant shall conduct an initial non-binding consultation with Chintai as to whether the Applicant meets applicant eligibility requirements and the proposed token for issuance meets token eligibility requirements.
b) Chintai may request such further information or documentation from the Applicant as it deems necessary.
c) Any guidance or recommendation Chintai provides as part of the consultation does not bind Chintai in assessing an Application; Chintai bears no responsibility for any such guidance provided.
4.2 Submitting an Application as issuer
a) An Application shall be made to the Nexus Platform by submitting, in final form, all supporting documents, as set out in Schedule 2 (including the Disclosure Document setting out the details required in the Disclosure Document Module), and any other documents the Nexus Platform may require.
b) An Applicant shall pay the application fee in respect of an Application, as specified by the Nexus Platform.
c) Chintai shall only assess applications when all requisite documents have been received and the application fee has been paid.
d) In assessing the Application, Chintai may require from the Applicant additional information, take into account any information that it considers necessary or relevant, request that any information provided by the Applicant be verified in such manner as Chintai may specify, and impose any additional conditions on the Applicant that it considers appropriate.
e) By making an Application, an Applicant authorises Chintai to request such further information, documentation or other evidence from the Applicant or any other person, as Chintai may consider in its sole discretion necessary or relevant to such application.
4.3 Decision
a) Chintai may grant or refuse the Application. The granting of admission may be subject to the fulfilment of certain conditions which Chintai may specify.
b) In order to be granted admission, Chintai must be satisfied that:
(i) The Applicant meets all relevant eligibility requirements;
(ii) The proposed token to be listed on the Nexus Platform meets all relevant token eligibility requirements; and
(iii) The admission of the Applicant as Issuer and the proposed token as a Token would not be detrimental to the interests of the Participants, the integrity of the Nexus Platform, or the reputation of Chintai.
c) Chintai shall notify the Applicant of its decision on the Application.
d) If, at any time between the publication of an Disclosure Document in respect of a token offering and the time that the relevant tokens are issued, (i) there is a significant change affecting any matter contained in the Disclosure Document, the inclusion of which was required by these Rules or otherwise by the Nexus Platform, or (ii) a significant new matter arises, the inclusion of information in respect of which would have been so required had it arisen when the Disclosure Document was published, the Issuer shall submit a Supplementary Disclosure Document for approval by the Nexus Platform.
e) After the close of the offer, the Applicant must announce the outcome of the offer, and where appropriate, the level of subscription and the subscription rate reflecting the demand of the offer. In computing the subscription rate, subscriptions by Connected Persons must be excluded.
4.4 Secondary Listing
a) The listing on the Nexus Platform may be a primary or a secondary listing.
b) An Applicant applying for a secondary listing must be, or will be, subject to the listing (or other) rules of its Primary Listing.
c) The Applicant with a secondary listing on the Nexus Platform need not comply with the Nexus Platform's listing rules, provided that it undertakes to:
(i) Release all information and documents in English to the Nexus Platform at the same time as they are released to the home exchange of its Primary Listing; and
(ii) Comply with such other listing rules as may be applied by the Nexus Platform from time to time (whether before or after listing).
d) An issuer with a secondary listing must:
(i) Maintain its Primary Listing on the home exchange; and
(ii) Be subject to all the applicable listing rules of the home exchange (unless a waiver has been obtained for any non-compliance), on a continuing basis.
e) Chintai reserves the right to obtain from an Issuer, and such Issuer shall comply with such request from Chintai to provide any further information, documentation or other evidence that Chintai may require in its sole and absolute discretion to satisfy itself that such Issuer continues to meet the eligibility requirements to maintain a listing on the Nexus Platform.
5. Electronic submission
5.1 All requests for guidance and applications for admission shall be submitted electronically to the Nexus Platform via such channel as Chintai may specify.
6. Continuing issuer obligations
6.1 Compliance with rules
a) An Issuer shall, at all times, comply with the Platform Rulebook and cooperate with Chintai.
b) An Issuer shall perform its obligations under the Listing Rules promptly, and within any stipulated time for performance expressly stated.
c) An Issuer shall promptly inform the Nexus Platform if it does not, or may not, comply with the Nexus Platform's rules applicable to it, including the Platform Rulebook.
6.2 Compliance with undertakings
a) An Issuer shall comply with all undertakings made to Participants in the Disclosure Document/s or any subscription terms and conditions with respect to the token.
6.3 Cooperation with Chintai
a) An Issuer must promptly provide to Chintai:
(i) Any information that Chintai considers appropriate in order to safeguard the interests of the Participants and/or ensure the smooth and orderly operation of the Nexus Platform; and
(ii) Any other information or explanation that Chintai may reasonably require to verify whether the Listing Rules are being, or have been, complied with.
6.4 Equal treatment for Participants
a) An Issuer must take all reasonable steps to ensure equal treatment for all Participants in respect of its Token.
6.5 Notification requirements
a) An Issuer shall notify Chintai of any material change, proposed or otherwise, in:
(i) The general character or nature of the operation of its business or corporate structure;
(ii) The general character or nature of its Token; and
(iii) Any plans or activities relating to fundraising or token sales.
b) The Issuer shall notify Chintai of any matter of which the Issuer is aware if it may have a material adverse effect on the interests of Participants.
c) On receiving any information described under this Rule 6.5 or where Chintai deems appropriate, Chintai may, at its sole discretion:
(i) Suspend the listing and/or trading of the relevant Token;
(ii) Remove the relevant Token from the Nexus Platform; or
(iii) Direct the relevant Issuer to publish, such information, in such form and within such time limit as Chintai may consider appropriate.
d) If an Issuer fails to comply with any direction issued by the Nexus Platform under this Rule promptly, or otherwise within the time limit that may be stated in such direction, the Nexus Platform may itself publish the information that was the subject of the direction.
6.6 Disclosure requirements
a) The Issuer must disclosure on the Chintai Platform all information concerning the Issuer or any of its Group which is:
(i) ‘Trade sensitive’ – disclosure is necessary to avoid the establishment of a false market in the Issuer’s Listed Token/s;
(ii) ‘Market price-sensitive’ - ie likely to materially affect the price or value of the Issuer’s Listed Token/s.
b) An Issuer should take all reasonable measures to ensure that all material information is published or otherwise properly disseminated to the Participants in its entirety.
c) An Issuer shall act promptly to dispel any rumours that produce unusual market activity or price variations in its Token. This includes confirming, denying and/or clarifying the circumstances surrounding such rumour by way of an announcement on the Nexus Platform.
d) Additional disclosure requirements may apply depending on how the Token is structured. Such additional disclosure requirements will be notified to the Issuer by Chintai prior to the point of admission and/or listing.
6.7 No false or misleading information
a) An Issuer shall ensure that any information it publishes or provides to Chintai or the Nexus Platform:
(i) Is complete, true and accurate;
(ii) Is not false, misleading or deceptive;
(iii) Does not omit anything likely to affect the meaning or significance of the information; and
(iv) Does not give rise to, facilitate or encourage a false market in the Issuer's Token.
b) An Issuer shall promptly inform Chintai and, where applicable, publish a notice of correction on the Nexus Platform if it becomes aware of any material mistake, omission or inaccuracy relating to information provided to Chintai or published on the Nexus Platform.
7. Voluntary token delisting
7.1 An Issuer seeking to delist its Token shall request permission from Chintai to announce the intended token delisting on the Nexus Platform by first sending a formal notice to Chintai of its intention and providing adequate justifications for the intended delisting.
7.2 On receipt of a request under Rule 7.1, Chintai may require from the Issuer additional information, take into account any information that it considers necessary or relevant, and impose any additional conditions on the Issuer that it considers appropriate.
7.3 When Chintai is satisfied with the information received from the Issuer, Chintai may grant the Issuer permission to announce the intended token delisting on the Nexus Platform. The grant of permission may be subject to the fulfilment of any conditions which Chintai may specify.
7.4 After permission is granted by Chintai, the Issuer shall call for a trading halt and announce the intended token delisting to Participants via the Nexus Platform.
7.5 In the event an Issuer wishes to voluntarily delist any class or series of Tokens:
a) The proposal to delist the Tokens must be approved by a majority of at least 90% of the total number of affected Tokens held by voting Participants; and
b) Chintai may specify additional conditions or vary the conditions of this Rule 7.5 at its discretion in connection with the proposed delisting. Such additional or varied conditions shall be announced by the Issuer on the Nexus Platform.
7.6 Where the conditions in respect of the proposed delisting are satisfied such that the token delisting takes place, on the token delisting date, holders of the delisted Token will have the delisted Tokens removed from their Nexus Wallet. In the event that the Issuer has conducted a token buy-back offer in conjunction with such delisting, holders who have had their tokens repurchased will receive the commensurate Fiat Balance (in accordance with the accepted token buy-back offer) in their Nexus Wallet.
8. Involuntary token delisting
8.1 Involuntary token delisting due to token holder action
a) Where the requisite percentage of Participants have, in accordance with the applicable token terms and conditions, exercised their discretion to cause the Tokens to be delisted, the affected Issuer shall forthwith send a written notice to Chintai of such an occurrence and the impending delisting of the Token.
b) On receipt of the written notice under Rule a), Chintai may require from the Issuer additional information.
c) The Issuer shall call for a trading halt and announce the intended token delisting to Participants via the Nexus Platform.
d) On the token delisting date, holders of the delisted Tokens will have the Tokens removed from their Nexus Wallet.
8.2 Involuntary token delisting due to Chintai sanction
a) Chintai may require the Issuer to delist its Token from the Nexus Platform pursuant to Rule 9.1d). In such an event, Chintai may require the Issuer to conduct a token buy-back offer on such terms and conditions as Chintai may specify.
b) Where the conditions imposed by the Nexus Platform pursuant to Rule 8.2b) are satisfied such that the token delisting takes place, on the token delisting date, holders of the delisted Token will have the delisted Tokens removed from their Nexus Wallet. In the event that the Issuer has conducted a token buy-back offer in conjunction with such delisting, holders who have had their tokens repurchased will receive the commensurate Fiat Balance (in accordance with the accepted token buy-back offer) in their Nexus Wallet.
9. Sanctions
9.1 If Chintai determines that an Issuer has contravened the Platform Rulebook, and considers it appropriate to impose a sanction, Chintai may:
a) Privately censure the Issuer;
b) Publicly censure the Issuer by publishing the censure on the Nexus Platform;
c) Suspend the listing and/or trading of the relevant Token;
d) Remove the Issuer's Token from the Nexus Platform; and/or
e) Impose any other sanction (including additional restrictions and/or fines) that it deems appropriate.
SCHEDULE 1 : APPLICATION SUPPORTING DOCUMENTS
10. In addition to the Application form and the documents requested therein, an Applicant must submit all of the following document(s) and information as part of its Application:
10.1 Final draft of the Disclosure Document;
10.2 Information on and undertakings from directors, key officers and controlling shareholders of the Applicant, including:
a) The resume and particulars of directors, key officers and controlling shareholders of the Applicant, which shall provide information on the employment history, working experience and educational history of the relevant person;
b) Where the controlling shareholder is a corporation, the resume and particulars of the directors, key officers and controlling shareholders and/or partners of the corporate controlling shareholder; and
c) In the case of Collective Investment Schemes, the resume and particulars of the persons employed by the investment manager to carry out their duties as investment manager, providing comprehensive information on the employment history, working experience and educational history of such persons;
11. Chintai may require from an Applicant additional information or documents, and/or take into account any information that it considers necessary or relevant, request that any information provided by the Applicant be verified in such manner as Chintai may specify, and impose any additional conditions on an Applicant that it considers appropriate, including:
11.1 Legal opinion(s) from a reputable law firm that is acceptable to Chintai stating that the proposed offering of security tokens is in compliance with all applicable laws and regulations and that the terms and conditions of the security token and any material contracts above are legal, valid and enforceable;
11.2 Legal due diligence reports on the companies in the Applicant's group, the scope of which should be sufficient to verify information, where practicable, in the Disclosure Document;
11.3 Declarations by directors, key officers and controlling shareholders of the Applicant, in a form prescribed by Chintai;
11.4 Applicant's management to demonstrate the ability of the Applicant to meet obligations (in particular, payment obligations) to holders of the security token which the Applicant intends to issue over the relevant timeframe.