Legal

Exchange Rules

1. Interpretation and Application of Rules

1.1. Purpose of the Rules

1.1.1. These Rules are issued by Bullish (as defined below) to provide a framework for the operation of the Bullish Exchange. They apply to Bullish as operator of the Exchange, to members of the Exchange, and to other persons whose Orders are executed on the Exchange through or by a member (each such member or other person is referred to in these Rules as a “participant”). 

1.1.2. These Rules are intended to: 

1. ensure Bullish fulfills its general regulatory responsibilities as set out in the DLT Regulations and VATP Guidelines;
   1. set out rules for use of and trading on the Exchange;
   2. set out requirements relating to the ongoing operation and supervision of the Exchange to ensure a fair and orderly market; and
   3. specify settlement obligations in relation to trades executed on the Exchange.

1.2. Introduction

1.2.1. Bullish (GI) Limited (“Bullish”) is a private limited company incorporated in Gibraltar (company number 119714) and registered as a foreign company in Hong Kong (registration number F31393). Bullish (GI) Limited is regulated by the Gibraltar Financial Services Commission (“GFSC”) (DLT license: FSC1038FSA) and its registered office is at Suite 23, Portland House, Glacis Road, Gibraltar. In addition, Bullish (GI) Limited, Hong Kong Branch is deemed licensed with the Securities and Futures Commission (“SFC”) from 1 June 2024 to operate a virtual asset trading platform under section 53ZRK of the AMLO (CE Number: BUZ301) and its registered office is at 26/F, The Centrium, 60 Wyndham Street, Central Hong Kong. 

1.3. Key Terms

Capitalized words used in these Rules are defined, and shall have the meaning given to them, in these Rules, including the Appendix.

2. Compliance

2.1. Laws and Regulations

2.1.1. The operation of the Exchange must comply with the applicable laws and regulations of Gibraltar and Hong Kong.

2.1.2. Bullish must comply with the orders, directives, rules and notices issued by each relevant Regulator. 

2.1.3. Bullish and each participant must comply with all other laws or regulations applicable to its activities and the jurisdictions in which it operates. 

3. Participation

3.1. Eligibility

3.1.1. The eligibility and participation requirements for members and other participants are set out in the Exchange Terms.

4. Admission and Suspension of Assets

4.1. Assets List and Markets List 

4.1.1. Bullish must at all times maintain the Assets List of all Assets admitted to trading on the Exchange and the Market List of all available Markets.

4.1.2. Bullish will ensure that the list of admitted Assets and available Markets is published on its website or available to participants via an Agreed Communication Method.

4.2. Admission of New Assets and Markets

4.2.1. Bullish may admit any Asset to trading on the Exchange or make any Market available and may do so in its sole discretion.

4.3. Removal or Suspension of Assets and Markets 

4.3.1. Bullish may suspend trading of any Asset or availability of any Market for any participant or category of participants and/or for all Assets and participants (or any combination thereof) and may do so in its sole discretion.

4.3.2 Bullish may only remove or suspend Assets or Markets from trading provided that such removal or suspension would not compromise the integrity of the Exchange, subject to its obligations under the Applicable Law. 

4.3.3. Bullish will announce any removal or suspension of any Asset or Market from trading on its website or via an Agreed Communication Method.

4.3.4. Bullish reserves the right to cancel any Orders in removed or suspended Assets or Markets and/or for any removed or suspended participant or category of participants as necessary to maintain the effective, fair and orderly functioning of the Exchange.

4.3.5. Cancellation of Orders will only be undertaken if such action will not compromise the integrity of the Exchange, subject to Bullish’s obligations under applicable law.

4.3.6. Bullish will not exercise its rights under Rule 4.3.4 solely for its own convenience or the convenience of any other person in respect of Market Orders and Limit Orders that can be executed on the Exchange at the relevant price.

4.4. Restoration of Trading and Suspended Assets and Markets

4.4.1. Bullish may restore to trading any Asset or Market that has been suspended from trading and may do so in its sole discretion. 

5. Trading

5.1. Accessing the Exchange

5.1.1. Participants may access the Exchange by an Agreed Communication Method. 

5.1.2. Further information and instructions for the use of such methods, where applicable, are made available on Bullish’s website or via the Agreed Communication Methods.

5.2. Trading Hours

5.2.1. The Exchange is operational 24 hours a day, 365 days per year except in the case of scheduled and unscheduled maintenance, subject to the Exchange Terms.

5.3. Order Book

5.3.1. Bullish will operate each Order Book in which Orders are filled against matching Orders. 

5.4. Placing Orders

5.4.1. Before placing an Order, participants must have available to them relevant assets in an amount sufficient to settle the Order plus any applicable fees.

5.4.2. Open Orders may be cancelled by participants at any time prior to being filled subject to the sole discretion of Bullish.

5.4.3. Participants will receive notification of Order receipt via an Agreed Communication Method and will receive ongoing confirmation data as outlined in Rule 5.10.

5.5. Limit Orders

5.5.1. A Limit Order is an Order to buy or sell a specified quantity of an Asset at or better than a specified price. 

5.5.2. A Limit Order will only ever be filled at the specified price or a better price

5.5.3. Limit Orders submitted by participants using Bullish’s tool for efficiently generating sets of Limit Orders on a continuous price-at-quantity curve based on participants’ instructions are referred to in these Rules as “AMM Orders”.  

5.5.3.1. AMM Orders are generated from AMM Instructions. Each AMM Instruction must specify the relevant trading pair, the amount of assets to be deployed (“Inventory”) within the parameters of that Instruction. The AMM will then use such Inventory to continually generate and place multiple limit orders. When you submit an AMM Instruction, your Inventory will be set aside temporarily (“Hold”), the composition and amount of which will depend on the current asset price at the time that we process your Instruction. If at the time of processing your Instruction, you have insufficient assets in your Account, Bullish will not process your instruction. When placing an AMM Order you must specify the amount of assets to be deployed within the parameters set in the AMM Instruction.

5.6 Stop Limit Orders

5.6.1 A Stop Limit Order is an Order to buy or sell a specified quantity of an Asset only if and when the stop price is reached and then only at or better than a specified price. 

5.7. Market Orders

5.7.1. A Market Order is an Order to buy or sell a specified quantity of an Asset at the best available market price having regard to existing Orders on the Order Book. 

5.7.2. A Market Order may fill at a range of different prices based on the size of the Market Order.

5.8. Good Till Canceled Orders

5.8.1. A Good Till Canceled Order is an Order to buy or sell a specified quantity of an Asset only at or better than a specified price which remains pending until filled or canceled.

5.8.2. A Good Till Canceled Order will only ever be filled at the specified price or a better price.

5.9. Filling, Matching and Priority

5.9.1. The Order Book matches and fills Orders based on price-time priority. 

5.9.2. Price-time priority means that prioritization for matching and filling of Orders is based on the timestamp of the Order with the same price. If two Orders are submitted in relation to the same Market at the same price, the Order which was entered earliest (having regard to the timestamp) will be filled first. All AMM Orders submitted in relation to the same Market at the same price will be given equal priority and filled proportionally. 

5.9.3 Orders that are wholly or partially matched will automatically execute and the Trade shall be settled.  Once executed and settled, Trades are irreversible and may not be cancelled by participants.

5.9.4 Orders will remain active until the earlier of:

1. the Order being matched in full; or
   1. the Order being cancelled; or
   2. such time as is specified by the Order type.

5.9.5 Bullish does not guarantee the execution of any Order.  An Order may not be accepted or cleared by Bullish.

5.9.6 Bullish may cancel an open Order at any time prior to such order being filled in its sole discretion.

5.9.7 Orders may be delayed or unavailable as a result of a lack of liquidity relating to such Assets, network issues, outages, scheduled or unscheduled downtime, or any interruption to or unavailability of the Exchange (including due to suspension or termination in accordance with these Rules).

5.9.8 In the event Bullish discovers an error or malfunction in relation to any transaction, Bullish may correct such error or malfunction, debit or credit participants accordingly and/or cancel or modify any relevant transaction. Bullish shall be entitled to cancel or modify Orders submitted in error or if Bullish believes it is required to, or it would be advisable due to, applicable law, Bullish’s internal policies, or an order or request from any competent regulatory, governmental, tax or law enforcement authority.

5.10. Eligibility; Limits and controls on Orders

5.10.1. We may set or change applicable eligibility criteria for placing different types of Order at any time. If we do so and we expect such changes will affect you, we shall provide Notice to you before such changes take effect (where possible). If you no longer meet the applicable eligibility criteria at any time, you must inform us immediately and cease placing such Orders.

5.10.2 Bullish may impose trading and position limits, and position management controls on participants and their trading activity, including limits and controls:

1. to mitigate and manage the market’s liquidity;
   1. to meet Bullish’s obligations under applicable law; and
   2. to manage operational and other risks,

at any time, without prior notice and without giving reasons. As a result, participants may be prevented from submitting an Order or undertaking other steps at certain times if such actions would cause them to exceed an applicable limit, and that Bullish may apply an applicable filter to reject Orders or other instructions submitted by participants.

5.10.3 Bullish may monitor participants’ positions against the limits or controls imposed under Rule 5.10.2. Subject to applicable law, any such limits imposed are solely for the protection of Bullish and it will have no responsibility for monitoring or ensuring participants’ compliance with any limits imposed on its trading activities or by applicable law. Participants must comply with any limits or controls imposed under Rule 5.10.2 and not take any actions that will violate any such limits.

5.10.4 To ensure compliance with applicable Law or any limits imposed under Rule 5.10.2, Bullish may decline to act on Orders or instructions and/or execute an Order. Bullish may also suspend participants’ access to the Exchange, require participants to take certain steps, or take any other action that Bullish considers appropriate in the circumstances.

5.11. Trade Confirmations

5.11.1. Bullish will provide confirmations of all Exchange trading activity including Orders placed, cancelled or filled.

5.11.2. Confirmations will provide information relevant to the trading activity, including name of the Asset in the transaction, activity type, Order type, Order timestamp, limit price(s), fill price(s), fill size, fees and charges to be borne by participants including applicable exchange rates.

5.12. Fees and Costs

Participants must pay the fees, charges, commissions and costs specified by Bullish and notified to participants on its website, via an Agreed Communication Method or otherwise in writing from time to time.

6. Fair and Orderly Market

6.1. Fair and Orderly Conditions

6.1.1. Bullish is committed to maintaining an effective, fair and orderly market for all participants. As a result, Bullish may take any action that it considers necessary to ensure that the Exchange is operating in an effective, fair and orderly manner, including:

1. rejecting Orders or other electronic messages submitted to the Exchange;
2. suspending or halting trading in all or part of the Exchange;
3. cancelling or amending any relevant transaction; taking, or refraining from taking any specified action in connection with the Exchange;
4. modifying, restricting or suspending access by one or more participants to all or part of the Exchange. 

6.1.2. Participants’ transactions must be founded on an economic and/or rational basis.

6.1.3. Participants are prohibited from undertaking any trading activities that are intended to artificially manipulate the prices or liquidity of Assets on the Exchange or to otherwise engage in any activity intended to undermine the effective, fair and orderly functioning of the Exchange. Behaviors that are expressly prohibited on the Exchange include, but are not limited to: 

1. attempting to sell and repurchase the same Asset in quick succession for the account of one and the same beneficial owner or in collusion with other beneficial owners (‘wash trading’) without a supporting economic and/or rational basis like market making; 
2. attempting to pre-arrange the entry of equal and opposite buy and sell Orders in the same Asset subsequent to prior mutual agreement with the intent to distort liquidity or market prices (‘daisy chains’); 
3. attempting to affect liquidity and price distortion by deliberately creating an overhang of buy or sell Orders (‘ramping’, ‘capping’, or ‘pegging the market’) without the intent of executing those Orders; attempting to assume large positions with the intent to constrict the market (‘squeezing’ or ‘cornering the market’); or
4. attempting to place large size Orders with the intention of immediately canceling the Orders (‘spoofing’ and ‘layering’).

6.1.4. Participants are prohibited from undertaking activities or engaging in behavior that directly or indirectly undermines the effectiveness, fairness, orderliness of the Exchange and/or the reputation of Bullish, the Exchange or other participants, including but not limited to: 

1. fraudulent acts;
2. violation of laws relevant to Bullish;
3. wilfully seeking to bring Bullish, the Exchange or other participants into disrepute;wilfully undertaking any action in the interest of causing detriment to Bullish, the Exchange or other participants; or 
4. engaging in any form of intimidation or coercion with respect to Bullish’s personnel and/or other participants.

6.1.5. The Exchange and participants’ activity will be subject to ongoing monitoring and investigation as outlined in Rule 9.

6.2. Disclosure regarding market participation

Bullish is part of a global group that engages in a range of businesses. Bullish group entities and related parties (each referred to as a “Bullish affiliate” in these Rules) may be participants, trade their own Assets on the Exchange and participate in other transactions on the Exchange. Bullish affiliates may own or have other interests (which may include short interest) in or derivatives of Assets. Bullish has policies in place to identify and manage conflicts of interest. These policies require segregation of responsibilities and information where necessary to protect participants’ interests.

7. Settlement and Unauthorized Transactions

7.1. Settlement

7.1.1. Members shall take steps to ensure that settlement of transactions carried out on the Exchange shall be as close to instantaneous as possible, allowing that there may be circumstances that introduce some latency into this process, (i) as a result of direct action by Bullish to maintain an effective, fair and orderly market, (ii) to accommodate the periodic reconciliation and transfers of Assets between members, or (iii) due to circumstances outside of the control of Bullish or members. 

7.2. Unauthorized Transactions

7.2.1. If Bullish determines in its sole discretion that there has been an Unauthorized Transaction, it may provide relief to relevant participants subject to the remainder of this Rule 7.2, the Exchange Terms and any applicable law.

7.2.2. Participants must satisfy all conditions imposed by Bullish under the Exchange Terms in order to be eligible for consideration for relief.

7.2.3. Bullish may request relevant information and documents from participants and collect, use, store, transfer and/or disclose such information to or with all such persons (including any Bullish affiliate or any third party service provider) for the purpose of enabling Bullish to assess the situation.

7.2.4. Bullish will at its sole discretion determine whether participants should obtain relief and the quantum of such relief. 

8. Infrastructure Participants and Forks

8.1. Infrastructure Participant

8.1.1. If:

1. any Infrastructure Participant gives a direction, or makes a decision or election, that affects a filled Order; or
2. any Infrastructure Participant becomes insolvent (or equivalent in any jurisdiction) or is suspended from operating

then Bullish may take any action which it, in its sole discretion, considers reasonable and appropriate to correspond with the direction, decision, election or event, or to mitigate any loss incurred or potential loss or impact which may be incurred as a result of such action or event. Any such action may result in suspension of access to the Exchange. Subject to applicable law, any such action will be binding on participants.

8.2. Cooperation and enquiries

8.2.1. Where any Infrastructure Participant or Regulator makes an enquiry which relates to the Exchange, participants or an Order, participants must co-operate as may be reasonably requested by Bullish and any information relevant to the enquiry may be passed to any Bullish affiliate, Infrastructure Participant or Regulator, as may be appropriate.

8.3. Forks

8.3.1. Upon becoming aware of a Fork, Bullish may take any action which it, in its sole discretion, considers reasonable and appropriate in relation to the Fork, or to mitigate any loss incurred or potential loss or impact which may be incurred as a result of such Fork. Any such action may result in suspension of access to the Exchange. Subject to applicable law, any such action will be binding on participants.  Bullish in its sole discretion may determine:

1. which branch of the Fork is recognized and supported, if any, and where necessary to take any action or make any election required to implement such recognition and support of that Fork; and
2. whether to halt transactions or to cease, amend or suspend relevant services pertaining to a specific digital asset (or generally) or any other activities for any period of time, which period of time may also be extended in Bullish’s sole and absolute discretion.

9. Monitoring and Investigation

9.1. Monitoring

9.1.1. Bullish will monitor the Exchange, the activities of participants and their users on the Exchange and the execution of relevant transactions for the purpose of ensuring an effective, fair and orderly market.

9.1.2. Bullish will monitor compliance with these Rules and all applicable laws and regulations, and may at any time investigate the activities of any participant or user and any relevant transaction. 

9.2. Investigation

9.2.1. Bullish reserves the right to investigate the activities of any participant or user and any relevant transaction for any reason, including under routine and/or randomized monitoring, on the basis of alerts generated by real-time electronic monitoring systems, in connection with other monitoring or investigation activities or in response to requests from Regulators or law enforcement agencies.

9.2.2. Requests for investigation from Regulators or law enforcement agencies may be issued in connection with potential or suspected regulatory breaches or financial crimes, including market abuse, money laundering, proliferation financing and/or financing of terrorism. 

9.2.3. As part of any investigation, Bullish may require participants to provide certain information, documents or records that are in participants’ possession, custody, power or control relating to participants’ activities in connection with the Exchange or participants’ trading and financial activities. 

9.2.4. Bullish may require the immediate provision by participants of accurate information about its transactions in a format, electronic or otherwise, as specified by Bullish.

9.2.5. Bullish may give any direction to participants, in relation to an investigation by Bullish under these Rules, that Bullish considers is reasonable and necessary to preserve the integrity of any investigation or that is otherwise appropriate, having regard to the obligations of Bullish pursuant to any requirements of a Regulator.

9.2.6. Participants are required to cooperate with all investigation requests from Bullish. 

10. Cooperation with Authorities

10.1. Requirement to Cooperate

10.1.1. Bullish is required to cooperate with all relevant Regulators and other competent authorities, including but not limited to the GFSC, the Gibraltar Financial Intelligence Unit, the SFC and the Joint Financial Intelligence Unit of Hong Kong. 

10.1.2. Bullish reserves the right to respond to any legal documents served in relation to the Exchange and/or participants and/or users, including but not limited to subpoenas, production orders and freezing orders. Any response to such legal documents will be made at the discretion of Bullish on the basis of advice from its in-house and/or external legal counsel.

10.1.3. Bullish will only notify participants of any served legal documents relating to them, and any actions taken in association with such documents, in circumstances where such notification is not prohibited and will not expose Bullish, the Exchange or any other participants to risks, legal or otherwise.

10.2. Regulatory Notifications

10.2.1. Bullish is required to provide all necessary information to the relevant Regulator relating to any regulatory notification issued under any applicable law, regulation, order, directive, rule or other such instruments issued by the relevant Regulator. 

10.3. Consent Requirements

10.3.1. Bullish will comply with all consent requirements imposed by a relevant Regulator.

10.4. Acknowledgment and Release

Bullish’s rights under this Rule 10 are necessary for its compliance with applicable laws, the protection of the integrity of the Exchange and the interests of participants generally. Bullish will not be liable to any participant, its users or any other person for any decisions made, or actions taken, in good faith, in connection with the matters described in this Rule 10, or which it otherwise considers necessary or desirable to meet the requirements to which it reasonably believes it is subject.

11. Powers

11.1. Power to Make Rules

11.1.1. Bullish shall have the power to amend or supplement these Rules and to create new rules so as to ensure the effective, fair and orderly functioning of the Exchange. 

11.1.2. Bullish may issue any notice, guidance and circular it considers necessary for the effective, fair and orderly functioning of the Exchange. 

11.1.3. Any amendment, supplement, rule, notice, guidance and circular will be effective on issue or such other date specified by Bullish.

Appendix – Definitions

Agreed Communication Method: any web interface, application programming interface (API) connections, mobile application or any other communication method, in each case as approved and notified by Bullish as being appropriate for submitting Orders.

Assets: assets, including digital assets and fiat currencies, contracts and other instruments, that Bullish may admit for trading on the Exchange.

Assets List: the list of Assets that are admitted or approved for trading on the Exchange.

DLT Regulations: the Gibraltar Financial Services (Distributed Ledger Technology Providers) Regulations 2020, pursuant to which Bullish is regulated and licensed to operate the Platform by the GFSC.

Exchange: the trading venue for Assets operated by Bullish.

Exchange Terms: the aggregate set of rules and obligations applicable to Bullish and Exchange members, including these Rules, the applicable terms of membership, and other rules and terms as relevant and updated from time to time.

Fork: any blockchain fork, split, or other transformation, modification, upgrade or update to the operating rules of the underlying software protocol or blockchain network on which any digital asset is deployed and operates, and which causes a permanent divergence in such underlying software protocol or blockchain network, resulting in two incompatible software protocols or blockchain networks, each of which may have an associated digital asset.

Infrastructure Participant: trading venues and other financial market infrastructures or participants that facilitate the clearing, settlement, and recording of Exchange transactions relating to any Asset.

Market: an Asset pair, comprising a base Asset and a quote Asset, that Bullish may make available for trading on the Exchange.

Market List: the list of Markets that are available for trading on the Exchange.

Order: an order eligible to purchase or sell Assets on the Exchange, submitted by a participant.

Order Book: the order book for a Market where Orders are executed against matching Orders.

Regulator: each authority under whose relevant rules and regulations Bullish must operate, including the GFSC and the SFC.

Unauthorized Transaction: an instruction or transaction that is not authorized by the relevant participant. For the avoidance of doubt, an instruction or transaction that is authorized and/or initiated by a participant as a result of mistake, duress, fraud, misrepresentation, or inducement does not constitute an Unauthorized Transaction.

VATP Guidelines: the Guidelines for Virtual Asset Trading Platform Operators issued by the SFC.