Market Rules

CHAPTER 1 – GENERAL PROVISIONS

  1. 1. General Provisions
    1. 1.1 Definitions
      1. 1.1.1 The words and phrases not defined herein shall have the same meanings as defined in Section 258 of the Financial Services and Markets Regulations 2015 (FSMR) and/or in the Glossary (GLO) Module issued from time to time by the FSRA.
Yoshi Yoshi Markets Limited, a private company limited by shares incorporated under the laws of the ADGM and authorised by the Authority to carry on the Regulated Activities of Operating Multilateral Trading Facility ('MTF') and providing Custody in or from the Abu Dhabi Global Market ("ADGM").
ADGMAbu Dhabi Global Market.
Appeals CommitteeThe committee constituted by the Board to hear appeals against decisions of the Disciplinary Action Committee.
Applicable LawLaws of the ADGM
ATS The Automated Trading System of Yoshi for trading of Virtual Asset(s).
AuthorityThe Financial Services Regulatory Authority of Abu Dhabi Global Markets.
Board Board of Directors of Yoshi.
Body CorporateA legal person who is not an Individual
Business DayMonday to Friday excluding UAE public holidays.
Client A person (Individual or Body Corporate) who has satisfied the on-boarding requirements of Yoshi and has been authorised to undertake trading in Virtual Asset(s) on the ATS.
Client AccountAn account held with Yoshi in the name of the Client.
Client AgreementThe agreement governing the Client's access to and use of trading, custody and settlement services of Yoshi.
COBSConduct of Business Rules issued by the ADGM
ContractA legally binding agreement to buy or sell Virtual Asset(s) on the ATS.
CourtCourts of the ADGM
Daily Closing PriceThe official closing price determined and published on daily basis for each Virtual Asset available for trading on Yoshi in accordance with prescribed procedure.
DefaultClient Default or System Default
DefaulterClient who has defaulted
DirectorsDirectors of the Board
Disciplinary Action CommitteeThe committee constituted by the Board to decide on disciplinary actions against the Client(s).
Fiat CurrencyGovernment issued currency that is designated as legal tender in its country of issuance through government decree, regulation, or law.
Force Majeure EventThe event(s) which is reasonably beyond control as ascribed under section 1.7 in the Market Rules.
HaltHalt means:
1. ATS failure; or
2. Trading has been halted in a Virtual Asset; or
3. For any other reason in the opinion of Yoshi when a Virtual Asset cannot be traded in a fair and orderly manner.
Hosted Wallet(s)Wallet(s) of Yoshi, designated for Clients to deposit their Virtual Asset(s).
IndividualA natural person
Inside InformationHas the meaning given in section 95 of FSMR.
Liquidity Provider or Market MakerIn relation to Virtual Asset(s), a Person who holds himself out as able and willing to enter into Transactions for the sale and purchase in Virtual Asset(s) on ATS as per terms agreed between Liquidity Provider/ Market Maker and Yoshi.
MarketTrading and settlement of Virtual Assets on Yoshi.
Market AbuseMeans conduct which contravenes a provision contained in Part 8 of FSMR.
Market RulesThese Rules of Yoshi as amended from time to time.
MTFMultilateral Trading Facility
NoticeAll communication(s) relating to the Services of Yoshi.
OrderAn instruction from the Client placed on the ATS to buy or sell a Virtual Asset.
PersonA natural or legal person.
Regulated ActivityHas the meaning given in section 19 of FSMR
RegulationsThe Regulations or Rules published by the Authority.
Relevant PersonHas the meaning in section 258 of FSMR
ServicesAllowing Clients to enter into Transactions into Virtual Assets on Yoshi
Trading DayA day on which one or more Virtual Asset(s) is available for trading on Yoshi.
Trading HoursThe time period during which trading is available in a Trading Day.
TransactionTransaction means an Order fulfilled either partially or fully on the ATS.
UAE GovernmentFederal Government of the United Arab Emirates
Virtual Asset(s) Virtual Asset(s) traded on the ATS.
  1. 1.2 Interpretation
    1. 1.2.1 These Market Rules shall be interpreted with a view to complying with the requirements of the Regulations by the Clients and to effectuate the purposes and businesses of Yoshi and to ensure that all practices in connection with the Regulated Activities of Yoshi are conducted in a fair and orderly manner in order to maintain the integrity of the Market and protect the interest of Clients.
    2. 1.2.2 Unless stated otherwise:
      1. i. headings are for the sake of convenience only and shall not affect the interpretation of the Market Rules;
      2. ii. words in these Market Rules in the singular include the plural and vice versa;
      3. iii. a reference to a ‘Chapter’ is a reference to a ‘Chapter’ of the Market Rules;
      4. iv. any reference to time is a reference to the standard time in Abu Dhabi, United Arab Emirates (UTC + 4 hours).
    1. 1.2.3 In these Market Rules references to ‘fit and proper’ or ’fit and proper criteria’ shall include criteria set out in any guidance on ‘fit and proper criteria’ issued by the Authority.
  1. 1.3 Applicability
    1. 1.3.1 These Market Rules shall be applicable to all Clients and to all Transactions falling within the ambit of carrying on the functions covered under these Market Rules.
    2. 1.3.2 The Market Rules and amendments thereto shall be effective when approved by the Authority and from the date of the publication.
  2. 1.4 Market Rules to have effect as contract
    1. 1.4.1 The Market Rules shall be deemed to be and shall operate as a binding contract:
      1. i. between Yoshi and each Client, and
      2. ii. between each Client and every other Client.
  1. 1.5 Powers to amend and waive the Market Rules
      1. 1.5.1 Subject to compliance with the Regulations, Yoshi may, from time to time, amend these Market Rules as may be deemed necessary or appropriate. All such amendments shall be an integral part of these Market Rules and shall be binding on Clients.
      2. 1.5.2 Yoshi shall have the absolute discretion as to whether to waive all or any part of these Market Rules generally, or specifically for any Clients or any group of Clients, unless the rule specifies that such waiver is prohibited by any Regulation or Applicable Law. Any waiver granted may be subject to such terms and conditions as Yoshi deems fit.
  1. 1.6 Limitation of Liability of Yoshi
    1. 1.6.1 Yoshi, its Directors, officers, and employees shall have no liability or obligation to any Clients, or any third party or Person, including but not limited to, as a result of:
      1. i. any losses or damages, including consequential losses and damages, which may be incurred by any Client or any other person which may arise directly or indirectly with respect to the activities and functions of Yoshi;
      2. ii. any failure, omission or error on the part of Yoshi including any losses or damages with respect to trading and settlement on Yoshi or suspension, interruption, cancellation or, closure or cessation of Services of Yoshi or any inoperability or malfunction of the ATS or any equipment, software, computer system or any other product operated, supplied or used by Yoshi;
      3. iii. failure of telecom network or system failures including failure of ancillary or associated support systems provided by Yoshi or support agencies, or fluctuation of power, or other environmental conditions or destruction of any data;
      4. iv. neglect, misuse, error, cyber-crime, theft of Virtual Asset(s), fraud committed by a Client, an agent or any third party;
      5. v. any decision of the Disciplinary Action Committee or Appeals Committee exercising their powers, or Yoshi’s discharge of its regulatory responsibilities or powers, including any decision to suspend or terminate a Client or declare any Client to be a Defaulter; or
      6. vi. the exercise or failure to exercise of any discretion or rights under these Market Rules.
    2. 1.6.2 Yoshi shall not have any liability arising from the use of trading software or program, or settlement system, or of any computer systems used or operated by Yoshi for any breach of any law, any act or omission, injury, death, damage to physical property, any direct or indirect losses, loss of operational time or loss of equipment or process, loss of reputation or losses or damages, economic loss, in connection with, incidental or consequential to the use or operation or installation of any such systems. All warranties and conditions including express and implied as to the description, condition, performance, quality, fitness for purpose, durability or otherwise of such systems or any components thereof are excluded except as required by law. Further, Yoshi does not warrant or forecast that such systems or any components thereof or any Services performed in respect thereof will fulfil or meet the requirements of any Client, or that operation of such systems will be error-free or uninterrupted or that any Services performed in with respect to such systems will be error-free or be uninterrupted.
    3. 1.6.3 In the event that an obligation of Yoshi for transferring of Virtual Asset(s) or Fiat Currency must be performed by or prior to a particular time but is not performed on or before that time, Yoshi shall not be in violation of these Market Rules provided that it performs the relevant obligation within a reasonable timeframe thereafter.
    4. 1.6.4 No power conferred on Yoshi by these Market Rules, including but not limited to, any power to liquidate, transfer Fiat Currency and/or Virtual Asset(s) of the Client shall impose any duty on Yoshi to exercise such power or to exercise such power in a particular way, and no person shall have any claim against Yoshi in relation to any decision made by Yoshi in good faith to exercise or refrain from exercising such powers, or exercising them in any particular manner.
    5. 1.6.5 Yoshi shall have no implied duties or obligations of any kind, and is only responsible for the performance of those obligations that are expressly required by the Market Rules, Regulations and Applicable Law.
    6. 1.6.6 Yoshi shall not be liable under any circumstances for any unauthorised access to the ATS by any person acting in the name of, or on behalf of a Client or for any outcome arising due to any action taken by any such person.
    7. 1.6.7 No claim, suit, prosecution or other legal proceedings shall be initiated against Yoshi or its Directors, officers or employees or any authorised persons acting for Yoshi in respect of anything which is done or intended to be done in good faith in pursuance of any order or other directive issued to Yoshi under Applicable Law or by the Authority.
  1. 1.7 Force Majeure Event
    1. 1.7.1 Yoshi shall not be liable for any harm, loss, damage, cost or injury caused by it to any person if such harm, loss, damage, cost or injury is caused by conditions beyond its reasonable control. Such events or causes include, but not limited to, war, riots, acts of God, civil disturbances, terrorism, acts of a civil or military authority, embargoes, fires, floods, any natural disaster, explosions, accidents, and any other causes in all cases which are beyond Yoshi’s reasonable control (collectively “Force Majeure Events” and each a “Force Majeure Event”).
    2. 1.7.2 Notwithstanding the above, Yoshi shall be entitled to require any Client to take such actions, as Yoshi may direct in respect of Transactions affected by the Force Majeure event.
  2. 1.8 Confidentiality
    1. 1.8.1 Unless otherwise provided for under these Market Rules or in any other agreement or arrangement between Yoshi and a Client, or under the Regulations, Yoshi and its officers, employees and agents shall maintain and aid in maintaining the confidentiality of all information relating to Clients which is not available in the public domain including but not limited to accounting, financial and other records, declarations and transaction information that comes to the knowledge of Yoshi or any of its officers, employees and agents; or is in possession of Yoshi or any of its officers, employees or agents (all such information, collectively, “Confidential Information”), subject to such disclosure as is required to ensure compliance with Applicable Law or Regulation, or for administering the Market Rules, or for the purpose of enabling Yoshi to ensure settlement of Transactions, or to institute, carry on or defend any proceedings including any court proceedings, or for the purpose of enabling Yoshi to discharge its function having regard to maintaining the integrity of the Market, or in relation to enforcement of the Clients obligations under these Market Rules or as otherwise as permitted herein. Any Confidential Information provided by Yoshi to its Directors, officers, employees or agents for carrying out their obligations shall not be construed as disclosing such Confidential Information in violation of this Rule. Yoshi shall take all reasonably necessary steps to preserve and protect the Confidential Information and shall comply with the provisions of the Regulations and maintain such records specified therein.
    2. 1.8.2 Nothing in these Market Rules shall prejudice any right of disclosure that Yoshi may have under the Regulations or Applicable Law. All such rights of disclosure of Confidential Information available to Yoshi under the Regulations shall be deemed to be available to Yoshi under these Market Rules.
  1. 1.9 No warranties or Representation
    1. 1.9.1 Neither Yoshi nor its Directors, officers, employees or agents makes any express or implied warranties or representations and shall have no liability to any person in respect of or in connection with;
      1. i. any systems or Services of Yoshi, or services, equipment or facilities used to support such systems or Services;
      2. ii. errors, inaccuracies, omissions or delays in calculating, compiling, maintenance, reporting or disseminating any information or market data derived from the ATS and settlement system; or
      3. iii. any direct, indirect, special, punitive or consequential damages or loss of profits
  1. 1.10 Indemnity to Yoshi
    1. 1.10.1 Every Client shall indemnify and keep indemnified Yoshi against any and all losses, costs, expenses, damages, injuries, and liabilities whatsoever incurred by Yoshi where such losses, costs, expenses, damages, injuries, and liabilities arose out of or in connection with any violation by the Client of its obligations under these Market Rules or violation of Applicable Law, or any unlawful, wilful, reckless or negligent act or omission of the Client (including its officers, relevant person, employees, agents, contractors, past or present) whether or not such violation, act or omission is also caused by any negligence, act or omission of Yoshi, or any of its affiliates, Directors, officers, employees, agents or contractors.
    2. 1.10.2 Without prejudice to section 1.10.1 above, each Client shall indemnify and hold Yoshi harmless for the full amount of any judgment, award or settlement paid or payable by Yoshi in respect of any legal proceeding brought against Yoshi as a result of an alleged violation of Applicable Law or these Market Rules or any Notices by such Client (including its officers, employees, agents, contractors or past or present) or as a result of an alleged failure of Yoshi (or any of its affiliates, officers, employees, agents or contractors) to detect, prevent or otherwise act against such alleged violation.
  2. 1.11 Data Rights of Yoshi
    1. 1.11.1 Yoshi shall be entitled to all data rights pertaining to Orders and Transactions done on Yoshi and Clients hereby expressly agree that they have and shall not be deemed to have any direct or indirect claim, interest or rights on this data.
  1. 1.12 No waiver
    1. 1.12.1 No failure to exercise and no delay in exercising by Yoshi of any right, power or remedy under any rule operates as a waiver, nor does any single or partial exercise by Yoshi of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
  2. 1.13 Anti-Money Laundering and Combating the Financing of Terrorism Directives
    1. 1.13.1 Every Client shall comply with the AML/CFT directives issued by the Authority or Yoshi or the UAE Government or its respective jurisdiction. In addition, and without limitation to any other provision of the guidelines, Notices or any other provisions of these Market Rules, Yoshi may take such action as it deems appropriate to identify, deter and prevent any activity relating to financial crime, money laundering and/or terrorist financing using Yoshi facilities.
  3. 1.14 Notices to Clients
    1. 1.14.1 A Notice may be published by posting on the website of Yoshi by electronic means and shall have effect at the time it is published or at such other time as may be stated in the Notice.
    2. 1.14.2 Except as expressly provided in these Market Rules, a Notice may be given by Yoshi to any Client or other person and shall be deemed to have been duly served if:
      1. i. posted on the website, or
      2. ii. sent by electronic means to the electronic address last known to Yoshi as the Client’s electronic address and shall be deemed to have been affected upon transmission by Yoshi.
  4. 1.15 Governing Language
    1. 1.15.1 Market Rules and Notices issued by Yoshi in relation to its operations and functions shall be in the English language.

CHAPTER 2 – POWERS OF YOSHI

  1. 2.1 General
    1. 2.1.1 Yoshi is empowered under these Market Rules to supervise its Market. Without limitation, Yoshi is entitled pursuant to various provisions in the Market Rules to:
      1. i. notify criteria, norms and procedures, terms and conditions for registration of Clients;
      2. ii. notify criteria, norms, procedures, terms and conditions to be complied with for inclusion and continued inclusion, of Virtual Asset(s), for admission to trading;
      3. iii. stipulate the time, mode and manner for execution of trades between Clients and the trading and settlement procedures for Yoshi’s market;
      4. iv. determine fees, system usage charges, deposits and other monies payable to Yoshi by Clients;
      5. v. supervise the market and stipulate code of conduct for carrying on business by the Clients on Yoshi;
      6. vi. initiate disciplinary and default proceedings against Clients and impose penalties;
      7. vii. provide a mechanism for settlement of disputes, complaints, claims arising between Clients inter-se, and between Yoshi & Client;
      8. viii. halt trading as per section 5.18 of the Market Rules; and
      9. ix. amend these Market Rules from time to time.
  1. 2.2 Fees and Charges
    1. 2.2.1 Yoshi will communicate via a Notice its fees and charges. Yoshi may change its fees and charges and provide reasonable advance warning for such changes.

CHAPTER 3 – CLIENTS OF YOSHI

  1. 3.1 General
    1. 3.1.1 Yoshi shall determine from time to time:
      1. i. the eligibility criteria for registration as a Client as per clause 3.1.5;
      2. ii. the classifications of Clients; and
      3. iii. other requirements such as documents, fees, contributions, charges, deposits or other monies payable before and after registration.
    2. 3.1.2 An applicant may register on the Yoshi portal and submit required documents to become a Client.
    3. 3.1.3 Clients of Yoshi shall be entitled to access the ATS and participate in trading and settlement, subject to these Market Rules.
    4. 3.1.4 Every Client of Yoshi shall be acting on his own behalf and shall be responsible and liable to Yoshi for all Transactions.
    5. 3.1.5 Eligibility Criteria: A Person prior to registering as a Client of Yoshi (“Applicant”) shall not have access to the Services of Yoshi unless that Person meets the eligibility criteria set out in the Client Agreement and as listed below:
      1. i. the Applicant, if an individual, shall not be less than 18 years of age;
      2. ii. the Applicant, if a body corporate, is an incorporated person and has been legally formed under the relevant laws;
      3. iii. the Applicant fulfils and will continue to meet the financial requirements (where required) as prescribed by Yoshi from time to time;
      4. iv. the Applicant and/or its Relevant Persons have not been adjudged insolvent, or been subject to a receiving order of insolvency or bankruptcy;
      5. v. the Applicant and/or its Relevant Persons have not been convicted of an offence involving any crime or financial impropriety;
      6. vi. the Applicant and/or its Relevant Persons agrees to be bound by the Client Agreement and comply with the Market Rules, the Regulations and Applicable Laws;
      7. vii. the Applicant, if a body corporate, has in place policies for the prevention of money laundering and combating the financing of terrorism;
      8. viii. the Applicant agrees to co-operate with Yoshi and the Authority to enable Yoshi and the Authority to discharge their regulatory and enforcement functions to conduct an investigation into its affairs;
      9. ix. the Applicant is not located in, or a citizen or resident of any state, country, territory, or other jurisdiction where Yoshi Services are prohibited to be used;
      10. x. the Applicant is not named on any Sanctions list or otherwise subject to any applicable Sanctions.
  1. 3.2 Types of Clients
    1. 3.2.1 Clients of Yoshi may be in the following types:
      1. i. Individual; and
      2. ii. Body corporate.
  2. 3.3 Classification of Clients
    1. 3.3.1 Clients of Yoshi shall be classified into a particular category as per COBS issued by the Authority and ‘Yoshi Client Classification Policy’:
      1. i. Retail Client;
      2. ii. Professional Client;
        1. a. Deemed Professional;
        2. b. Assessed Professional; and
      3. iii. Market Counter Party Client.
  3. 3.4 Requirements/Eligibility to register as Client of Yoshi
    1. 3.4.1 An applicant prior to registering as a Client must satisfy Yoshi and abide by the Client agreement and the risk disclosure document.
  1. 3.5 Suspension or Termination of registration:
    1. 3.5.1 Yoshi may at its absolute discretion and without liability suspend, or terminate the registration of a Client if:
      1. i. the Client ceases to meet the relevant eligibility criteria;
      2. ii. the Client or its Relevant Person(s), is/are in violation or deemed violation of these Market Rules, Client Agreement, Regulations or Applicable Law;
      3. iii. the Client fails to comply with any obligations including but not limited to the Client Agreement and/or these Market Rules;
      4. iv. the Client fails to make payment for monetary penalty arising from disciplinary action;
      5. v. there is any act or omission of the Client which in Yoshi’s opinion impairs or prejudices the goodwill or reputation of Yoshi;
      6. vi. any submission made to Yoshi by Client was or has become false in any material respect;
      7. vii. any enforcement proceedings, sanction, formal notification or injunction against the Client by the Authority or the UAE Government.
    2. 3.5.2 Yoshi will notify the Client by email of a decision to suspend or terminate its registration.
  2. 3.6 Consequences of Suspension or Termination
    1. 3.6.1 In the event of suspension or termination of a Client (to the extent relevant to Yoshi trading and settlement facilities):
      1. i. all active Orders in respect of that Client may be cancelled by disabling the Client on the ATS;
      2. ii. all Transactions shall continue to be binding on such Client, and the terms of such Transactions shall be unaffected by such suspension or termination;
      3. iii. any access codes attributed to the Client may be disabled and access to ATS removed.
    2. 3.6.2 The suspension or termination imposed by Yoshi may be immediate or from a date specified and for such period as may be decided by Yoshi. Yoshi may revoke the suspension if Yoshi is satisfied that the violation which was the reason for the suspension has been remedied. Where the violation has not been remedied Yoshi may further extend the period of suspension.
    3. 3.6.3 The Client who is suspended or terminated shall remain subject to the Market Rules, Client Agreement and to the jurisdiction of Yoshi in respect of acts and omissions of the Person while he was registered as a Client and in respect of any investigation or disciplinary proceedings relating thereto (including the payment of any penalty or application of any other sanction imposed) as if he were still registered as a Client.
    4. 3.6.4 In the event that the Disciplinary Action Committee or the Appeals Committee concludes that there are or may be additional matters which should be investigated and in respect of which disciplinary actions may be taken, the period referred above shall be extended until such time as such additional disciplinary proceedings are completed (including the payment of any penalty or application of any other sanction imposed).

CHAPTER 4 – DEALINGS OF YOSHI

  1. 4.1 Obligations of Yoshi
    1. 4.1.1 Yoshi shall not be obligated to provide access to any Yoshi trading and settlement system to a Client or access to trade any Virtual Asset(s) for any reason, including without limitation, if to do so would, in Yoshi’s reasonable opinion, cause Yoshi to be in contravention of Applicable Law or Regulations.
    2. 4.1.2 Every Client shall be provided with periodic information, statements, reports and guidance in such manner as may be prescribed by Yoshi from time to time.
    3. 4.1.3 Yoshi shall maintain a register of all its Clients, which will be made available to the Authority on request.
  2. 4.2 No Guarantee from Yoshi
    1. 4.2.1 There is no guarantee from Yoshi to a Client, directly or indirectly, against any losses that may be occasioned by a Transaction in any Virtual Asset.
  3. 4.3 Source of Funds and Virtual Assets
    1. 4.3.1 Every Client of Yoshi shall comply with the provisions of applicable AML laws, Regulations and Market Rules, and ensure that Fiat Currencies and Virtual Assets come from a legitimate source and are not derived from illegal activities.
    2. 4.3.2 Yoshi shall comply with the Anti-Money Laundering and Sanctions Rules and Guidance of the Authority or the UAE Government and will seize or freeze funds and Virtual Asset(s) and/or terminate the account of the Client flagged or investigated by legal mandate.
  4. 4.4 Taxes on Transactions
    1. 4.4.1 Clients are liable for the payment of any applicable taxes, fees, duties, or levies that arise in connection with a Transaction.
  5. 4.5 Liquidity Provision
    1. 4.5.1 Yoshi may appoint Liquidity Provider to provide liquidity for a specific Virtual Asset(s).
    2. 4.5.2 Yoshi shall require the Liquidity Provider to enter into an agreement stipulating the terms and conditions and operational parameters for liquidity providing.
    3. 4.5.3 This Market Rules shall be binding on all Liquidity Providers appointed by Yoshi.

CHAPTER 5 – TRADING

  1. 5.1 General
    1. 5.1.1. This Chapter sets out the rules governing the fair and orderly trading of the Virtual Asset(s) admitted to trading on the ATS.
  2. 5.2 Common Trading Rules
    1. 5.2.1 The trading on Yoshi for Virtual Asset(s) will be effected on a spot basis, through an anonymous order driven system.
  3. 5.3 Matching Rules
    1. 5.3.1 The Orders placed on ATS shall be matched on price-time priority basis.
  4. 5.4  Jurisdiction
    1. 5.4.1 All trades on Yoshi shall be deemed to have been effected in the ADGM, Abu Dhabi, UAE.
    2. 5.4.2 The records of Yoshi shall constitute the agreed and authentic record in relation to any Order or Transaction entered into through ATS and shall constitute valid evidence for all purposes.
  5. 5.5 Clients are only parties to Transactions
    1. 5.5.1 Yoshi does not recognise any persons other than the Clients as parties to the Transactions.
  6. 5.6 Inviolability of Trades
    1. 5.6.1 The Transactions on Yoshi which are made in accordance with these Market Rules shall be inviolable and shall be settled in accordance with these Market Rules except where the Transactions are cancelled or annulled as provided in sections 5.14 and 5.15 of the Market Rules.
  7. 5.7 ATS access to the Clients
    1. 5.7.1 Yoshi shall provide access of the ATS to the Clients.
    2. 5.7.2 Clients may access the Services of Yoshi directly using the Yoshi website and/ or a mobile application.
    3. 5.7.3 Yoshi may remove Client access to the ATS, if in the opinion of Yoshi, the Client has committed a breach of the Market Rules and/or the Client Agreement.
  8. 5.8 Connection to the ATS
    1. 5.8.1 Yoshi does not warrant or forecast that the ATS (or any other system used by Yoshi), any components thereof, or any Services performed in respect thereof, will meet the requirements of any Client, or that the operation of these systems (or of any Services performed in respect of these systems) will be uninterrupted or error-free. All warranties and conditions (express or implied) as to condition, description, quality, durability, fitness / suitability for purpose, performance or otherwise of any of these systems or any component thereof are fully excluded except as required by Applicable Law.
  9. 5.9 Binding Contract:
    1. 5.9.1 A binding Contract between Clients is created when an Order to buy and an Order to sell is matched on the ATS.
    2. 5.9.2 By becoming a party to the Contract, it is accepted and understood that the Client is required to meet the obligations related with the Contract.
  10. 5.10 Operational parameters for Trading:
    1. 5.10.1 Yoshi may determine from time to time, operational parameters for trading including;
      1. i. trading limits allowed, with reference to the Virtual Assets/Fiat Currencies deposited with Yoshi and the financial capacity of the Client; or
      2. ii. minimum and maximum Order quantity or Order value for each Virtual Asset.
  11. 5.11 Trading Days:
    1. 5.11.1 Yoshi shall by Notice determine the Trading Days and holidays of the Market for each calendar year. The Trading Days may be different for different Virtual Asset(s) as specified by Yoshi.
    2. 5.11.2 Yoshi may close the Market on days other than or in addition to scheduled holidays or open the Market on days originally declared to be holidays (‘unscheduled opening or closing of the Markets’) and the decision of Yoshi in this matter shall be final and binding. This will be declared by way of Notice.
  12. 5.12 Trading Hours:
    1. 5.12.1 Yoshi shall declare its regular Trading Hours by Notice in advance.
    2. 5.12.2 Yoshi may extend or reduce Trading Hours by way of Notice, as and when it deems fit and necessary in this regard.
  13. 5.13 Confirmations and reporting
    1. 5.13.1 Yoshi shall acknowledge receipt of all Orders entered into the ATS and Yoshi shall send a confirmation of the Transactions to the relevant Client upon full or partial execution of any Order. The confirmation shall state the unfilled Order quantity if any.
  14. 5.14 Cancellation of Orders:
    1. 5.14.1 A Client shall be entitled to cancel an Order pending in the ATS at any time.
    2. 5.14.2 Yoshi may cancel a Client’s Order, where in the opinion of Yoshi, the Order is not in the best interests of a fair and orderly market and Order:
      1. i. appears to be in violation with Market Rules, Regulations and Applicable Law;
      2. ii. appears to be indicative of Market Abuse;
      3. iii. is erroneous;
      4. iv. is placed and/or active during downtime.
    3. 5.14.3 The decision of Yoshi under this rule may be appealed to the Appeals Committee. The decision of the said Committee shall be final and binding.
  15. 5.15 Annulment of Transactions:
    1. 5.15.1 Yoshi may by a Notice, annul a Transaction, either on its own volition to protect the interests of Clients or for the integrity of the Market, or on the application of a Client where it is established after hearing the parties to the Transaction that the Transaction has been effected by a fraud or wilful misrepresentation or a material mistake or the Transaction is in violation of law. An annulment made by Yoshi shall be binding upon the parties to the Transaction.
    2. 5.15.2 The decision of Yoshi under this rule may be appealed to the Appeals Committee. The decision of the said Committee shall be final and binding.
  16. 5.16 ATS Halt
    1. 5.16.1 Yoshi may give Notice on its website or through any other means of communication when there is a Halt in the ATS.
    2. 5.16.2 Yoshi shall have power to halt trading in any and all Virtual Asset(s) traded on Yoshi, to close some or all Yoshi facilities and to determine the duration of any such Halt when it deems such action is necessary for maintaining a fair and orderly market, the protection of Clients and otherwise in public interest including special circumstances such as a force majeure event or a directive of the Authority.
    3. 5.16.3 Yoshi may halt trading in any Virtual Asset where Yoshi considers that there is:
      1. i. an emergency, or
      2. ii. an undesirable situation or practice which has developed or is developing, or
      3. iii. any other circumstance which may have a severe, adverse effect upon the functioning of Yoshi Market.
  17. 5.17 Market Abuse Prohibition
    1. 5.17.1 The Client shall not engage in any type of Market Abuse, including, to:
      1. i. enter into, either directly or indirectly into Transactions which are likely to have the effect of artificially raising or depressing the price of the Virtual Asset(s) on Yoshi;
      2. ii. engage in any act, which is calculated to create a false or misleading appearance of trading on Yoshi or, results in prices of the Virtual Assets on Yoshi being unrepresentative of the current market;
      3. iii. purchase or sell any Virtual Asset(s) not intended to effect transfer of beneficial ownership but as a device to maintain, inflate, depress, or cause fluctuations in the market price of the Virtual Asset(s);
      4. iv. pay, offer, or agree to pay or offer, directly or indirectly, to any person to purchase or sell any Virtual Asset(s) with the sole object to maintain, inflate, depress, or cause fluctuations in the market price of the Virtual Asset(s); or
      5. v. engage in any fraudulent trade practices such as, including but not limited to, spoofing, wash trades, pre-arranged trades, fictitious trades, or painting the tape.
    2. 5.17.2 Clients shall not transact or attempt to transact in a Virtual Asset(s) on the basis of Inside Information relating to the Virtual Asset(s).
    3. 5.17.3 Clients shall not disclose Inside Information to another person otherwise than in the proper course of the exercise of his employment, profession, or duties.
    4. 5.17.4 Clients shall not execute Transactions or Orders to trade which employ fictitious devices or any other form of deception or contrivance.
    5. 5.17.5 Clients shall not disseminate any information by any means which gives, or is likely to give, a false or misleading impression as to a Virtual Asset by a person who knew or could reasonably be expected to have known that the information was false or misleading.

CHAPTER 6 – VIRTUAL ASSETS

  1. 6.1 General
    1. 6.1.1 Subject to these Market Rules and the Regulations, Yoshi may permit Virtual Asset(s) for trading and settlement.
  2. 6.2 Accepted Virtual Assets
    1. 6.2.1 Yoshi shall only permit within its Market such Virtual Asset(s) as approved for its use by the Authority from time to time.
  3. 6.3 Currency of Trading
    1. 6.3.1 All Orders may be expressed in US Dollars or in such other currency as specified by Yoshi. Yoshi may issue a Notice to specify different currencies and Virtual Asset(s) permitted for trading.
  4. 6.4 Units of Trading of Virtual Assets
    1. 6.4.1 Virtual Asset(s) permitted for trading shall be traded in such denomination as specified by Yoshi.
  5. 6.5 Order Acceptance requirements
    1. 6.5.1 Yoshi shall not accept any Order for trading on the ATS unless such Order includes the following information:
      1. i. identification of the Client submitting the Order;
      2. ii. Virtual Asset symbol (instrument code);
      3. iii. whether the Order is for purchase or sale;
      4. iv. the Order quantity/value;
      5. v. the price, in case of a limit Order;
      6. vi. Order type; and
      7. vii. Order validity.
    2. 6.5.2 Yoshi may specify minimum or a maximum Order quantity or Order value for each Virtual Asset.
  6. 6.6 Order type and Order validity:
    1. 6.6.1 The following types of Order shall be available on the ATS.
      1. i. Limit Order: An Order to buy or sell with a specified price and quantity or value.
      2. ii. Market Order: An Order to buy or sell with a specified quantity or value at the best current market price.
    2. 6.6.2 The following types of Order validity are supported on the ATS.
      1. i. Day Order: Order request is valid through a Trading Day, and automatically cancelled at the end of the Trading Day, if not filled at desired price. This is applicable only to limit Orders;
      2. ii. Fill or Kill Order: An Order to buy or sell with a specified quantity and, optionally, a specified price to be executed in full against eligible Orders or is cancelled in its entirety;
      3. iii. Immediate or Cancel (IOC) Order: An Order to buy or sell with a specified quantity and, optionally, a specified price, which matches either in full or in part, the remainder of which will be cancelled by the ATS automatically at the same time; and
      4. iv. Good till Cancelled Order: An Order to buy or sell entered into the ATS that will remain active until either it is filled at desired price or is manually cancelled. This is applicable only to Limit Orders.
  7. 6.7 Price Band
    1. 6.7.1 Yoshi may prescribe a price band for any Virtual Asset(s). Yoshi may take such actions including amending the price band or imposing a cooling off period when the price of the Virtual Asset approaches the end of the price band.
  8. 6.8 Daily Closing Price
    1. 6.8.1 Yoshi shall determine and publish a Daily Closing Price at the end of each Trading Day for each Virtual Asset available for trading on Yoshi in accordance with prescribed procedure.
    2. 6.8.2 The Daily Closing Price determined by Yoshi shall be binding upon all Clients of Yoshi.
  9. 6.9 Virtual Asset Forks and similar events
    1. 6.9.1 Yoshi will inform Clients in advance by way of Notice in relation to Virtual Asset(s) forks and similar events.
    2. 6.9.2 Yoshi will evaluate and share the impact of Virtual Asset(s) forks and similar events via such Notice.
    3. 6.9.3 Yoshi will inform Clients via Notice well in advance of any periods of time when deposits and withdrawals of Virtual Asset(s) will not be permitted.
    4. 6.9.4 Any decision or action taken by Yoshi on Virtual Asset(s) forks and similar events, shall be final and binding on the Clients.

CHAPTER 7 – SETTLEMENT

  1. 7.1 Settlement anonymity
    1. 7.1.1 Each Transaction executed within the ATS shall be automatically and instantaneously processed for settlement.
    2. 7.1.2 The Transaction reports generated by the system shall indicate the details of the Transactions executed in the system. Transactions executed on the system will be settled anonymously.
    3. 7.1.3 Yoshi may reveal the identity of the Client for regulatory purposes or to comply with an order of a Court or to discharge its authorities or obligations under these Market Rules.
  2. 7.2 Settlement days
    1. 7.2.1 Each Trading Day shall be a settlement day, unless it is declared by Notice otherwise by Yoshi at its discretion.
  3. 7.3 Record for Evidence
    1. 7.3.1 For the purposes of any disputes or for future reference regarding settlement of trades, the records as maintained by Yoshi shall constitute valid evidence in any dispute or claim between the Clients and Yoshi or inter-se.
  4. 7.4 Pre-funded Transaction
    1. 7.4.1 Prior to placing the buy Orders, the Client shall deposit Virtual Assets or Fiat Currencies for covering in full purchase price and the commissions and all corresponding fees and taxes relating to the purchase transaction.
    2. 7.4.2 The Clients, who intend to sell any Virtual Asset(s), shall deposit those assets into the Hosted Wallet of Yoshi before placing sell Orders.

CHAPTER 8 – INVESTIGATION AND ENFORCEMENT

  1. 8.1  General
    1. 8.1.1 Yoshi is empowered by these Market Rules to exercise oversight powers over Clients and their activities. The powers of Yoshi shall include but not be limited to monitoring, surveillance, review, examination, and investigation to ensure that the Regulations and the Market Rules are complied with by all Clients with a view to maintain the integrity of the market and protect the interests of Clients.
    2. 8.1.2 In exercise of these powers, Yoshi may advise the Client to produce any accounts, documents, books, contracts, or any other records.
  2. 8.2 Investigation
    1. 8.2.1 Yoshi at its absolute discretion may, through its officers, employees or agents including auditors conduct investigation(s) and advise the Client or its Relevant Person(s) to provide copies of the accounts, documents, books, contracts, or any other records, to discharge its regulatory obligations or if required by the Authority to do so. Such persons authorised by Yoshi, shall have the right of access to any such records.
    2. 8.2.2 Yoshi may investigate into the affairs of a Client including, but not limited in the following events;
      1. i. an allegation of any violation of these Market Rules and/or Notices by a Client, or its Relevant Person(s), or
      2. ii. any complaint against a Client or any of its Relevant Person(s) for any acts or omissions, or
      3. iii. any matter which may affect the fair and orderly trading.
  3. 8.3 Enforcement
    1. 8.3.1 The powers of Yoshi shall include enforcement to ensure that the Regulations of the Authority and the Market Rules are complied with by all Clients.
    2. 8.3.2 Any breach of the Market Rules, Notices, Regulations, or Applicable Law by any Clients and/or its Relevant Persons shall lead to investigation proceedings which may include referrals to the Authority.
    3. 8.3.3 Investigation proceedings may be commenced under the provisions of this chapter and these Market Rules against a Client and/or its Relevant Person(s); or a Client and/or its Relevant Person(s) who has resigned or has been terminated.
    4. 8.3.4 The Client and/or its Relevant Person(s) shall be bound by any decision, finding or penalty resulting from the proceedings.

CHAPTER 9 – DISCIPLINARY ACTION

  1. 9.1 Application of Rules
    1. 9.1.1 These Market Rules apply to a Client in respect of matters which occurred when their registration with Yoshi was in force provided that such disciplinary action is brought by Yoshi within a period of 90 days from the date of the start of the investigation leading to the disciplinary action.
    2. 9.1.2 Yoshi, after investigating any matter pursuant to these Market Rules, may initiate disciplinary actions against a Client in respect of any act or omission by the Client if in the opinion of Yoshi there is a contravention of any of these Market Rules.
    3. 9.1.3 Yoshi, may, without any limitation to its powers to remit the matter to the Disciplinary Action Committee for review, take any of the following actions instead of commencing disciplinary actions under the Market Rules.
      1. i. issue a letter of warning or a reprimand to the Client, and/ or
      2. ii. suspend the registration of the Client, and/or
      3. iii. terminate the registration of the Client, and/or
      4. iv. refer the matter to the FSRA
      5. v. impose a financial penalty on the Client depending upon seriousness and case to case basis.
  2. 9.2 Disciplinary Action Committee
    1. 9.2.1 The Disciplinary Action Committee shall decide on the monetary penalty to be imposed and/or the disciplinary action including suspension or termination against a Client.
    2. 9.2.2 A Client aggrieved by a decision of the Disciplinary Action Committee is entitled to make an appeal in writing to Yoshi (Appeals Committee) for a review of the decision.
  3. 9.3 Payments under this Chapter
    1. 9.3.1 If any penalty imposed under this Chapter remain unpaid for thirty (30) business days from the date they are due and payable, where applicable, the registration of the Client shall be suspended until such monetary penalty (and if applicable, any interest thereon) is fully paid.
  4. 9.4 Right to Disclose
    1. 9.4.1 Yoshi may disclose to the Authority the findings and outcome of any disciplinary action(s).

CHAPTER 10 – DEFAULT

  1. 10.1 Client Default
    1. 10.1.1 Occurrence of any of the following events with respect to a Client may constitute a Default and will be dealt with in accordance with these Market Rules:
      1. i. the Client fails to meet its payment obligations for Fiat Currencies or Virtual Assets in respect of the Services offered by Yoshi;
      2. ii. the Client fails to make payment for monetary penalty arising from disciplinary action.
  2. 10.2 Declaration of Default
    1. 10.2.1 Yoshi may at its absolute discretion declare the Client as a Defaulter.
    2. 10.2.2 Upon declaring the Client as a Defaulter, Yoshi shall initiate the following actions but not limited to:
      1. i. notify the Client as Defaulter;
      2. ii. cancel all open Orders of the Client;
      3. iii. may sell the Client’s holdings to recover the outstanding monetary obligations as per its internal Treasury Management Policy & Procedures;
      4. iv. suspend the Client’s access from ATS;
      5. v. inform Custody team to freeze the Client’s custody account;
      6. vi. debit the Client’s account for any losses/payments due;
      7. vii. publish a Notice on Yoshi website;
      8. viii. notify the Authority.
  3. 10.3 Re-activation of Defaulting Client
    1. 10.3.1 The Client may lodge an appeal in writing to Yoshi (Appeals Committee) for a review of the decision.
    2. 10.3.2 Yoshi may at its absolute discretion, re-activate the Client subject to review of the appeal.
  4. 10.4 System Default
    1. 10.4.1 Occurrence of ATS failure and / or disruptions in services provided by a third party due to any reason may constitute a ‘System Default’. Yoshi may take such actions in the interest of Yoshi and Clients in respect of such default including but not limited to:
      1. i. issue Notice to notify the Clients and the Authority;
      2. ii. assess the impact of the System Default and take appropriate remedial measures;
      3. iii. reconcile Clients balances of Fiat Currency/Virtual Assets from the latest available reconciliation; and
      4. iv. take any other action as may be required.
  5. 10.5 Rights of Yoshi
    1. 10.5.1 An event of Default in any nature, shall not preclude the rights of Yoshi to exercise, against any Client or its Relevant Persons or any third-party service provider, any or all of its powers in relation to any other event whether or not constituting a Default.
  6. 10.6 No obligation
    1. 10.6.1 Yoshi shall not be responsible to compensate the Client in case of a Default.
    2. 10.6.2 Transactions undertaken on the ATS are not subject to any guarantee or protective scheme.

CHAPTER 11 – AMENDMENT OF MARKET RULES

  1. 11.1 Amendments
    1. 11.1.1 Yoshi may, from time to time, amend any of the provisions of the Market Rules, as may be deemed necessary or appropriate or if so desired or directed by the Authority.
  2. 11.2 Consultation with Clients
    1. 11.2.1 Proposed amendments to this Market Rulebook shall undergo public consultation process. In case where public consultation is required, the paper on proposed amendments shall include the proposed amendment, reasons for the amendment and likely costs and benefits. For public consultation Yoshi will:
      1. i. notify Clients by publishing the proposed amendments on Yoshi website;
      2. ii. forward copy of the proposed amendments to FSRA;
      3. iii. seek comments and feedback on the proposed amendments by email; and
      4. iv. provide period of fourteen (14) Business Days from the date of the publication of the proposed amendments to obtain comments.
  3. 11.3 Dispense with Public Consultation
    1. 11.3.1 The Authority may dispense with public consultation:
      1. i. to avoid delay and ensure continued compliance with Regulations and Applicable Law; or
      2. ii. to rectify typographical errors, limited technical changes, minor administrative matters, emergency or force majeure.
  4. 11.4 Consent to the proposed rule by the Authority
    1. 11.4.1 After taking into consideration of the comments received from the public, Yoshi will submit the amendments to the Authority for approval.
  5. 11.5 Effective date of amendments
    1. 11.5.1 Yoshi shall publish and notify the date on which the approved proposed rule(s) or amendment(s) to these Market Rules will be effective.

CHAPTER 12 – COMPLAINTS HANDLING

  1. 12.1 Complaints
    1. 12.1.1 Any Client or Person may submit a complaint to Yoshi as per the Yoshi Complaints Handling Policy.
  2. 12.2 Resolution of Complaint
    1. 12.2.1 Yoshi shall endeavour to resolve the complaint as soon as practicably possible and/or within 30 days of receipt of the complaint. Yoshi will inform the complainant of the resolution measures by an email.
    2. 12.2.2 If Yoshi is unable to resolve the complaint within 30 days, Yoshi will communicate the progress of the complaint and send a reply indicating the reasons for the delay.
    3. 12.2.3 In case the complaint is not satisfactorily resolved within 60 days, the complainant may file an appeal with the Appeals Committee.
    4. 12.2.4 Where the complainant is not satisfied with final decision or response after the appeal, the complainant may refer the complaint to the Authority.
  3. 12.3 Retention of records
    1. 12.3.1 Yoshi shall maintain a record of all complaints received for a minimum period of six years from the date of receipt of a complaint.