Conflict of Interest Policy

CONFLICTS OF INTEREST POLICY

X12 Capital Ltd ("X12") is committed to acting with independence, fairness, and transparency at all times. This overview of our internal Conflicts of Interest Policy explains how we identify, prevent, and manage situations where competing interests could affect — or appear to affect — the way we provide services. It is designed to give clients and the public confidence in our governance and the integrity of our decisionmaking.

Our Commitment

We put clients’ interests first and take active steps to ensure our judgement is never compromised. We maintain policies, systems, and controls to identify, prevent, and manage conflicts of interest across all areas of our business, including between:

One client and another

Us and a client

Us and an employee

Different business areas within our company

What Is a Conflict of Interest?

A conflict of interest is a situation where competing personal, professional, or business interests could influence — or appear to influence — how we act.

Conflicts may be

• Actual: happening now
• Potential: could arise based on circumstances
• Perceived: may appear to exist even if no conflict actually does
• These situations can affect clients, employees, and us if not properly managed.
• Examples of Conflicts That May Arise
• Below are examples of conflicts drawn directly from our internal policy. These are not exhaustive but illustrate the types of situations we actively monitor and address.

1. Conflicts Between Clients

• Conflicts may arise when we act for multiple clients whose interests differ. Examples include
• Allocation or pricing of securities or investment opportunities, where one client could be favoured over another.
• Acting for clients on opposing sides of the same transaction, creating a direct conflict of interest.
• Fee structures that differ between clients in the same transaction or service without an objective basis.
• We have controls to ensure all clients are treated fairly and that no client is given preferential treatment.

1. Conflicts Between the Firm and a Client

• These occur where our own interests may diverge from a client’s interests. Examples include
• Receiving or paying inducements, such as monetary or nonmonetary benefits, that could influence how we provide services.
• We or our Related Parties holding financial interests in a client or a party involved in a client’s transaction.
• Situations where our compensation from one client is significantly higher than for another client in the same transaction.
• Using confidential or inside information inappropriately, or where possession of such information could advantage us or another client.
• Where needed and permitted, we disclose conflicts to clients or decline to act.

1. Conflicts Between X12 and Employees

• These occur when employees have personal interests that could interfere with their duties. Examples include
• Personal financial interests that conflict with a client’s or our interests.
• Close personal relationships with clients, vendors, or colleagues that could influence decisionmaking or create the perception of preferential treatment.
• Outside business activities or directorships that impair an employee’s independence or objectivity.
• Employee personal trading that conflicts with client transactions or the our activities.
• All employees are required to disclose conflicts immediately so they can be properly assessed and managed.
• How We Prevent and Manage Conflicts
• We use a range of measures to ensure conflicts are identified early and managed effectively, including
• Clear organisational segregation between business and control functions
• Information barriers (Chinese Walls) to protect confidential and inside information
• Independent reviews of transactions, allocations, and pricing
• Disclosure to clients, where appropriate and permitted
• Declining to act if a conflict cannot be managed to an acceptable standard
• A Conflicts Register maintained by Compliance
• Ongoing monitoring by Compliance and regular Board oversight
• These controls aim to ensure decisions are taken independently, objectively, and in clients’ best interests.
• How Conflicts Are Handled StepbyStep
• When a conflict is identified, we follow a structured process
• A) Identify
• Employees must report any actual or potential conflict to our Compliance Officer immediately.
• B) Assess & Manage
• We determine the best approach, which may include
• Information barriers
• Adjusting how a service is delivered
• Disclosures to clients
• Recusal of employees from certain decisions
• Declining the engagement if necessary
• C) Record
• All conflicts and mitigation steps are documented in the Conflicts Register.
• D) Monitor & Review
• Compliance monitors conflicts as part of the Firm’s Compliance Monitoring Programme. Periodic reports are provided to the Board.
• Your Protection as a Client
• Our controls aim to ensure clients are
• Treated fairly and consistently
• Protected from adverse impacts of internal or external conflicts
• Informed where a conflict must be disclosed
• Served independently, objectively, and without bias
• If a conflict cannot be fully and effectively managed, we will decline to act.
• Raising Concerns

If you believe a conflict has not been properly managed, concerns may be raised through the channels provided in our Whistleblowing Policy, which ensures confidentiality and protection from retaliation.