The Board of Directors has determined the Information Disclosure Policy to enhance Xfinite Global PLC (XGP) and its associates/affiliates/subsidiaries hereinafter referred as Xfinite (“Xfinite”) in relation to the good corporate governance principles to build and maintain the confidence of all shareholders, stakeholders, and the public towards the Company’s information which must be accurate, complete, well-timed, legitimate, and equitable. This Policy complies with laws of UAE and all the other applicable laws of the applicable territory.
This Policy extends to all employees of Xfinite, its Board of Directors (the “Board”) and officers and those authorized to speak on its behalf. It covers disclosures in documents (including electronic documents) filed (whether mandatorily or voluntarily) with the securities regulators (such as prospectuses, take-over bid circulars, notices of change or variation in respect of a take-over bid circular, issuer bid circulars, directors’ circulars, rights offering circulars, management’s discussion and analysis (“MD&A”), annual information forms, management information circulars, annual and interim financial statements and material change reports, referred to as “Core Documents”) as well as written statements made in Xfinite’s annual and quarterly reports, news releases, presentations to investors, presentations by senior management and information contained on Xfinite’s website (the “Website”) and other electronic communications (including through social media channels). It also extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls as well as any other oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed.
In order for all shareholders and relevant stakeholders to equally and thoroughly access to information, the Company shall disclose information which may impact decision made by investors as soon as possible with accuracy, adequacy, in time, and in line with the consideration process. Moreover, the measures to prevent illegal usage of insider information, during the silent period, has been set up to prohibit insiders from exploiting insider information and avoid other damages. Such misconduct is unfair to the investors, illegal, and damaging to the credibility of the Company.
Material Information refers to any information pertaining to the Company’s business operations. If inaccurate disclosure occurs, it shall significantly impact the Company's ability to operate its business or security prices and may influence investment decision and impact all stakeholders. The significant information is as follows:
Insider Information refers to the material information that is not disclosed to the public, which significantly impacts the change in price or value of the securities or investment decision. The material information includes information about the Company, major shareholders, controlling persons, or key executives, and any information that is clearly enough for general investors to decide to invest. Generally, the information that probably influences the investors’ decision such as material information stated in 1.1 including any information that Xfinite disclose to the investors.
i. Disclosure to Xfinite
The Company shall comply with the regulations of Virtual Assets Regulatory Authority (“VARA”) Company Rulebook, Market Conduct Rulebook and Virtual Assets (“VA”) Activity Rulebook concerning the information that has significant impact the investors’ decision making through the Information Disclosed. Therefore, all investors can equitably access the Company’s information. In case of unrevealing insider information, the Company provides the confidentiality system limit to an individual who is delegated by the Company.
ii. Disclosure on the Company’s website
2.3.1. Postponement of disclosure
In case the Company has insider information which is not yet released due to inconclusive or uncertainty, it shall closely follow the situation and immediately disclose information such as:
- Matters which are in the process of negotiation, or disclosure that may affect the result of negotiation.
- Matters which have to obtain the approval from the organization or other person, and disclosure in the process of waiting for approval which may lead investors to misunderstanding.
2.3.2. Confidentiality of non-public insider information During the unrevealing insider information period, the Company has conducted the confidentiality of such information in order to prevent exploitation or wrongful disclosure.
2.3.3. Risk of leakage in case the Company takes risks upon the leakage of insider information prior to the confirmation of truth and related impact, it shall disclose preliminary information concerning the following situations:
In case the Company has to disclose insider information which not yet released to related persons, it shall assure that such receivers are aware of their duties and shall provide information confidentiality system in order to prevent the using of such information or disclosing to other persons.
The directors, management, employees of the Company and its subsidiaries, consultants, and service provider, including all relevant persons who are assumed to know or possess insider information shall not abuse their authority in the Company and/or its subsidiaries or use the any inside knowledge or other information which was made known to them or which they have come to know in the course of their performing duties for the Company and/or its subsidiaries, and which has not been disclosed to the public, to illegally seek benefits, or disclose such inside knowledge or other information to third parties for their personal gain or for the benefit of others, whether directly or indirectly, regardless of whether or not they gain benefits in return.
Moreover, the Company requires that the directors, management, and employees holding an management position at the division manager level and above or equivalent in the Finance and Account Division, and all relevant persons who are assumed to know or possess insider information, or are aware of material insider information that will affect the Company (whether directly or indirectly), during the period prior to the disclosure of the Company’s financial statements or information relating to its financial position and status to the public, or the embargo period, being the one month period before the Company discloses the information to the public, and to wait at least 2 4 hours after the information disclosed to the public.
The Company has provided the procedure of handling with rumor, leak, and unintended information disclosure. If insider information is rumor, leak or unintentionally disclosed, the Company will further go ahead and disclose on the Company’s website to notify the public. Although such case is not concerning with insider information, the Company shall disclose on its website in order to inform investors as well.
The Company may provide the reviewing procedure after giving information to individual groups as to review that whether there is any unintentionally insider information given such as having a meeting with investors in the Analyst Meeting, Opportunity Day, or under a period when releasing the quarter financial statements, or answering questions by providing insider information. In these cases, the Company shall immediately disclose information on its website. Moreover, the Company shall provide document on its website.
The Company has objectives to communicate and make a good relationship with investors and other related persons through various channels that both benefit for the Company and such individuals. The execution based on the principle that the Company equally discloses information which may significant to investment decisions both in content and duration as follows:
The Company has defined the following delegated persons to have the right to answer questions or provide any material information of the Company:
3.1. Chief Executive Officer is responsible for monitoring and implementing the policy to ensure the compliance, and is the highest ranking person to consider disclosing the information or not.
3.2. President, Chief Financial Officer, and Company Secretary support Chief Executive Officer to ensure that the Company complies with the regulations regarding the information disclosure.
3.3. Chief Executive Officer, President, and Chief Financial Officer are the designated persons as speakers of the Company to provide information of the Company and its subsidiaries to mass media, analysts, and investors. However, Chief Executive Officer must consider and approve to disclose any information that is not publicly available.
3.4. If an executive or employee is required to answer or express any opinion asked by investors or mass media with regard to the Company, such person must inform them that he/she is not authorized to provide the information on behalf of the Company, and forward such matter to the Investor Relations Department.
The Board has established a public disclosure committee (the “Committee”) responsible for overseeing Xfinite’s disclosure practices and implementing, administering and monitoring the effectiveness of, and compliance with, this Policy. The Committee shall also be responsible for educating directors, officers and employees about disclosure issues and shall ensure that new directors, officers and employees who are or may be directly involved in disclosure decisions, will be provided with a copy of this Policy
However, Xfinite shall list the information related to the VA activities such as;
Xfinite Technologies FZE VARA License number:
Activities Licensed by VARA:
Restriction by VARA:
VARA License Validity Period:
Xfinite Responsible Individual (1):
Xfinite Responsible Individual (2):
Any director, senior manager or employee of the Corporation privy to material undisclosed information is prohibited from communicating such information to anyone else, unless required to do so in the necessary course of business.
Disclosures that may be necessary in the necessary course of business are in accordance with the regulations of Market Conduct Rulebook and Virtual Assets Activity Rulebook
Efforts should be made to limit access to such information to only those who need to know the information and such persons should be advised that the information is to be kept confidential. The directors, officers and employees of Xfinite should be reminded on a regular basis that confidential information obtained in the course of their duties must not be disclosed except in the necessary course of business. Any employee who is or may be aware of undisclosed Material Information should be explicitly warned to keep it confidential. Access to information regarding sensitive projects should be restricted to individuals whose role provides them with a “need to know.”
Outside parties privy to undisclosed Material Information concerning Xfinite should be told that they must not divulge such information to anyone else, other than in the necessary course of business. Such outside parties may be required to confirm their commitment to non-disclosure in the form of a written confidentiality agreement.
In order to seek to prevent the misuse or inadvertent disclosure of Material Information, the procedures set forth below should be observed at all times:
If there are any inquiries concerning the information disclosure, please consult with your manager or the Company Secretary. Failure to comply with the Information Disclosure Policy is a violation of the Company’s code of conduct.
The Company has complied with the Information Disclosure Policy and Guidelines for handling the insider information that may impact on the Company to ensure the efficiency of insider information management, preventing data leakage or misuse.
Xfinite will maintain, for a reasonable period to be determined by the Board, a record of all Material Information that has been publicly disclosed as well as public information about the Company. This will include Core Documents and other continuous disclosure documents and tapes or transcripts of shareholder, stakeholders, investor and analyst conference calls, webcasts, debriefings following analyst contacts and/or meetings, meeting notes, news releases, reports in the press, analyst research reports and back-up documentation for annual information forms. After public dissemination of a material development, the Committee or its designates, will monitor all of Xfinite’s disclosure, both print and electronic, including disclosure to employees, to ensure accurate reporting and to correct and/or update, if and when necessary.
This Policy extends to all employees and senior management of Xfinite, its Board and authorized spokespersons. New directors, officers and senior management, as well as employees who are or may be directly involved in disclosure decisions, should be provided with a copy of this Policy and should be educated about its importance. Written confirmations from such personnel may be required in the Committee’s discretion. Any employee, director or officer who violates this Policy, intentionally fails to report a breach or withholds pertinent information concerning a breach of this Policy, neglects to cooperate in the investigation of a known or suspected breach or takes any action against an employee, director or officer who reports a breach of this Policy may face disciplinary action up to and including termination of his or her employment or consulting engagement with Xfinite without notice. The violation of this Policy may also violate internal securities laws. If it appears that an employee may have violated such internal securities laws, Xfinite may, among other things, refer the matter to the appropriate regulatory authorities, which could lead to civil and criminal penalties, fines or imprisonment. As this is a policy, the Company acting through its Board may in its sole discretion from time to time permit departures from the terms hereof in compliance with applicable laws, either prospectively or retrospectively, and no provision of this Policy is intended to give rise to any civil liability to security holders of Xfinite. Notwithstanding anything to the contrary in this Policy, it is in no event to be interpreted in any manner to impose obligations in excess of those applicable at law.
The Board responsibilities are to review proposed external releases of information to prevent unauthorized disclosures; oversee the development of confidentiality protection policies and methodologies; propose those policies and methodologies to Xfinite Board for approval; communicate the Board-approved policy and Board-approved techniques to the subject matter areas for application in producing data for public dissemination; and assist the Policy Coordination Office (PCO) in coordinating disclosure protections and disclosure review policy with other senior management within Company. The Board implements the policy and makes policy recommendations, but it does not make policy. The Board will serve the senior management by receiving their guidance and review of proposed policies, recommending issues to them for policy development, and recommending and conducting research to guide their review of policies. The Board will represent the senior management at relevant Board and senior management meetings.
This Policy and its procedures shall from time to time and periodically reviewed by the Board and ensure to procure compliance to the best practices in the VA industry.
Employees who have observed a violation of this Policy are encouraged to inform their supervisor or may report such potential misconduct by contacting legal@xfinite.io.
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