Conflicts of Interest Disclosure
Introduction
Shipfinex FZCO (the Platform) is committed to identifying, managing, and disclosing conflicts of interest in accordance with the Virtual Assets Regulatory Authority (VARA) Compliance & Risk Management Rulebook, the VARA Market Conduct Rulebook, and the VARA Broker-Dealer Activity Rulebook. As a VARA-regulated maritime real-world asset (RWA) broker-dealer operating in the IFZA Business Park in Dubai, we take our obligations to clients and the regulatory authority seriously.
This disclosure outlines the types of conflicts we manage, our broker-dealer specific conflicts, and the mechanisms we have in place to prevent conflicts from adversely affecting client interests.
Types of Conflicts We Manage
1. Personal Conflicts
Personal conflicts arise when employees, directors, or key personnel have financial or personal interests that could influence their professional judgment.
Financial interests in clients, competitors, or related entities
Ownership stakes in vessels or marine assets listed on the Platform
Personal relationships with clients or business partners
External business activities or board positions
2. Corporate Conflicts
Corporate conflicts occur when Shipfinex or its group entities have financial interests that could conflict with client interests.
Relationships between Shipfinex and other group entities
Commercial interests in asset issuers (vessel owners, SPVs)
Equity stakes or investments in entities that use the Platform
3. Information Conflicts
Information conflicts arise from differential access to material non-public information that could be exploited if not properly managed.
Access to client order flow, transaction data, or investment strategies
Knowledge of Platform maintenance windows or system changes
Information about new token listings or asset issuances
Broker-Dealer Specific Conflicts
As a VARA-regulated broker-dealer, Shipfinex manages the following conflicts required to be disclosed under VARA Broker-Dealer Activity Rulebook Part I.B.1.a:
Order Routing
Shipfinex operates a single-venue matching engine for Marine Asset Token (MAT) transactions. All client orders are routed exclusively through the Shipfinex Platform. We do not route orders to competing venues and do not receive payment for order flow from external parties. This arrangement ensures fairness in order execution and transparency to clients regarding their execution venue.
Proprietary Trading
Shipfinex does not engage in proprietary trading activities. The Platform does not trade against client orders, maintain a proprietary portfolio for trading purposes, or take positions in Marine Asset Tokens listed on the Platform. This structure eliminates conflicts between our institutional interests and client execution quality.
Token Issuer Relationships
Shipfinex facilitates the issuance, structuring, and listing of Marine Asset Tokens (MATs) on the Platform. In this capacity, Shipfinex may have commercial relationships with vessel owners, Special Purpose Vehicles (SPVs), or other sponsors who list assets for tokenization.
Shipfinex earns structuring fees and ongoing platform fees from token issuers
These relationships are disclosed to all Platform users in relevant token documentation
Shipfinex manages these conflicts through information barriers and abstention from transactions where conflicted
Related-Party Ownership in Listed Assets
Certain directors, shareholders, or key personnel of Shipfinex may have ownership interests in vessels or marine assets listed on the Platform. Such interests are identified during conflict-of-interest declarations and are disclosed in the relevant token prospectus or offering documentation.
Related-party holdings are subject to Chinese wall arrangements
Conflicted individuals abstain from decisions regarding token management, trading, or distribution
Transactions involving related parties are subject to enhanced oversight
Fee Structures and Trading Incentives
Shipfinex earns transaction fees of 1.25% per side of MAT trades executed on the Platform. This fee structure creates an economic incentive for Shipfinex to encourage trading activity. We mitigate this conflict through:
Adherence to our Best Execution Policy, which prioritizes client interests
Fair treatment obligations that prevent preferential execution or information access
Board-level oversight of fee structures and trading practices by the Risk and Compliance Committees
Regular internal audit of execution quality and conflict management effectiveness
How We Manage Conflicts
Disclosure to Clients
We disclose material conflicts of interest to clients in clear, understandable language. Specific conflicts are disclosed in:
Token prospectuses and offering documentation
Terms of service and platform policies
Pre-transaction disclosures for any trade involving a related party
Chinese Walls and Information Barriers
Shipfinex has implemented information barriers (Chinese walls) to prevent the flow of material non-public information between departments with potentially conflicting interests. These barriers include:
Segregation of issuance/structuring teams from trading operations
Restricted access controls for sensitive information systems
Separate communications channels and approval workflows
Abstention from Decision-Making
Personnel with material conflicts abstain from decisions related to the conflicted matter. This includes voting on board resolutions, trading approvals, and client-facing communications.
Independent Oversight
Shipfinex's Board Compliance Committee and Board Risk Committee provide independent oversight of conflict management practices. These committees review conflict disclosures, monitor information barriers, and ensure that mitigation measures are effective.
Conflict Register
Shipfinex maintains a centralized Conflict of Interests Register documenting all identified conflicts, related parties, and mitigation measures. This register is reviewed quarterly and made available to VARA upon request.
Reporting Conflicts
If you believe a conflict of interest exists—either involving Shipfinex personnel or affecting a transaction on the Platform—please contact:
Email: [email protected]
Alternatively, you may report concerns through our whistleblower portal: [email protected]. All reports are investigated promptly and confidentially.
Regulatory References
This disclosure is prepared in accordance with the following VARA rulebooks and regulations:
VARA Compliance & Risk Management Rulebook
VARA Market Conduct Rulebook
VARA Broker-Dealer Activity Rulebook Part I.B.1.a
VARA Company Rulebook (Governance and Conflicts)
For more information about Shipfinex's regulatory status and compliance obligations, please visit our regulatory information page or contact us at [email protected].