Insider Trading Policy

Rhino Biotech Limited's Insider Trading Policy

Effective Date: 1 January 2025

1. Purpose

Rhino Biotech Limited ("the Company"), a public company listed on OTC Markets and operating in the biotech industry, is committed to maintaining the highest standards of ethics and compliance with applicable securities laws. This Insider Trading Policy (“Policy”) is designed to prevent insider trading, ensure fair trading practices, and protect the integrity of the Company's business and reputation.

2. Scope

This Policy applies to all directors, officers, employees, contractors, consultants, and significant shareholders of the Company, as well as their immediate family members, household members, and controlled entities (collectively referred to as “Insiders”). This Policy also applies to any other persons who receive material nonpublic information about the Company.

3. Definition of Insider Trading

Insider trading occurs when a person buys or sells securities of a company while in possession of material nonpublic information (“MNPI”) about that company.

  • Material Information: Information is considered material if a reasonable investor would likely consider it important when making an investment decision. Examples include financial results, major product developments, significant transactions, regulatory decisions, or changes in key management.
  • Nonpublic Information: Information is nonpublic if it has not been widely disseminated through public channels such as press releases or regulatory filings.

4. Prohibited Activities

  • Trading on MNPI: Insiders are prohibited from buying, selling, or otherwise trading in the Company’s securities while in possession of MNPI.
  • Tipping: Insiders may not disclose MNPI to others (commonly known as “tipping”) unless authorized for legitimate business purposes and in compliance with confidentiality obligations.
  • Hedging and Pledging: Insiders are prohibited from engaging in hedging transactions involving the Company’s securities or pledging Company securities as collateral.

5. Blackout Periods

To prevent even the appearance of improper trading, the Company imposes "blackout periods" during which Insiders may not trade in the Company’s securities. These typically include:

  • The period beginning two weeks before the end of each fiscal quarter and ending after two full trading days following the public release of the Company’s quarterly or annual financial results.
  • Any other periods designated by the Compliance Officer.

6. Pre-Clearance of Trades

Certain Insiders, including directors, officers, and employees with regular access to MNPI, must obtain pre-clearance from the Compliance Officer before initiating any trades in the Company’s securities.

7. Compliance Officer

The Company’s Compliance Officer is responsible for overseeing this Policy, providing training, and addressing questions about its application. Contact information for the Compliance Officer will be provided to all Insiders.

8. Reporting Violations

Insiders must promptly report any violations or suspected violations of this Policy to the Compliance Officer. Retaliation against individuals who report concerns in good faith is strictly prohibited.

9. Penalties for Violation

Violations of insider trading laws can result in severe civil and criminal penalties, including fines and imprisonment. Additionally, violations of this Policy may result in disciplinary action by the Company, up to and including termination of employment or contract.

10. Certification of Compliance

All Insiders are required to certify their understanding and compliance with this Policy upon joining the Company and annually thereafter. Certifications will be maintained by the Compliance Officer.

11. Amendments

The Company reserves the right to amend this Policy at any time to reflect changes in laws, regulations, or business practices.

12. Questions

Questions regarding this Policy should be directed to the Compliance Officer.

Acknowledgment of Receipt

I acknowledge that I have received, read, and understood the Rhino Biotech Limited Insider Trading Policy. I agree to comply with the terms of this Policy and understand the consequences of violating it.