Ceza Dato
Ceza Dato
General Principles
1. This Schedule sets out the requirements for an Offer
Document.
2. The Offer Document shall contain the information which,
according to the particular nature of the Issuer and of the
Digital Assets offered to the public, is necessary to enable
investors to make an informed assessment of the
prospects of the Issuer, the proposed Project and of the
features of the Digital Asset. This information shall be
presented in an easily analyzable and comprehensible
form.
3. Certain information specified in this Schedule may be
omitted from the Offer Document if:
(a) disclosure of such information would be contrary to
the public interest;
(b) disclosure of such information would be seriously
detrimental to the Issuer, provided that the omission
would not be likely to mislead the public with regard
to facts and circumstances essential for an informed
assessment of the prospects of the Issuer, the
proposed Project and of the features of the Digital
Assets to which the Offer Document relates;
(c) such information is of minor importance only for a
specific offer and is not information that will
influence an informed assessment of the prospects of
the Issuer, the proposed Project and of the features of
the Digital Assets to which the Offer Document
relates; or
(d) disclosure of such information is found to be
inappropriate to the Issuer's sphere of activity or
proposed activity, as the case may be, or its legal
form or to the Digital Assets being offered, in which
case the Offer Document shall contain equivalent
information when available.
4. The Offer Document shall be drafted in the English
language and other additional languages, at the Issuer's
discretion.
2. Threshold Amounts
Threshold Amounts
Tier (in United States Dollars, or other
currency equivalent)
Not exceeding Five Million U.S.
Tier 1 DATO
Dollars (US$5,000,000)
Exceeding Five Million U.S. Dollars
Tier 2 DATO (US$5,000,000) but not exceeding Ten
Million (US$10,000,000)
Exceeding Ten Million U.S. Dollars
Tier 3 DATO
(US$10,000,000)
The “Rules on Digital Asset and Token Offerings” (“CEZA DATO Supplemental Rules” or the
“Rules”) is a special set of rules issued by the Cagayan Economic Zone Authority (“CEZA”), which
govern the offer of digital assets (“DAs”) by Issuers formed or licensed to do business within the
Cagayan Special Economic Zone and Free Port (“CSEZFP”). It supplements the CEZA Financial
Technology Solutions and Offshore Virtual Currency Business Rules and Regulations of 2018 (“CEZA
FTSOVCBRR of 2018”) by providing specific requirements and procedures for the registration and
certification of DATOs; their classification; the measures and considerations for their evaluation;
applicable principles of digital asset security; measures for investor protection; and enforcement
procedures.
CEZA-licensed Issuers and other persons subject to the provisions of the Rules shall principally deal
with: (i) CEZA, which functions as the principal regulatory authority in respect of the enforcement and
implementation of said Rules; and (ii) the self-regulatory organization (“SRO”) appointed by CEZA to
assist in such enforcement and implementation and to perform industry, regulatory and public interest
functions relative to DATOs. In this regard, CEZA has appointed the ABACA Business Association,
Inc. (“ABACA”) to function as such SRO.
To the Issuer: The Rules generally apply to the Issuer defined as a legal person formed or licensed for
any purpose under the laws and regulations of CEZA, which issues or proposes to issue DAs that shall
not be sold or offered for sale or distribution within the Philippines. Under the Rules, only license
holders granted under the CEZA FTSOVCBRR of 2018 are permitted to be Issuers until December 11,
2019.
To other persons: Further, to the extent set out therein, said Rules also apply to DA Agents, Experts and
other persons undertaking business activities under the authority of CEZA involved in DATOs.
The Rules cover the offer of the various products, innovations or digital instruments which figure in the
digital economy of today and of the future – all of which are captured by the Rules-specific concept of
a “Digital Asset.” As defined under the Rules, a DA refers to “a uniquely identifiable electronic
representation of value, property or chattel, the conferral, storage and transfer of which is recorded
electronically including by transmission of electronic information or adjustment of an electronic record”
and which is any or a combination of (i) a Virtual Currency; (ii) an Asset Token; and/or (iii) a Utility
Token, all as defined thereunder. However, DAs do not include electronic representations of value
which is part of an affinity or rewards program or those used in online games or gaming platforms.
The offers of DAs covered by the Rules – or DATOs – are those offers to purchase or otherwise acquire
DAs to be issued by an Issuer formed or licensed to do business within CSEZFP to more than twenty
(20) persons during any twelve (12) month period. It must be noted, however, that said DATOs should
concern DAs that shall not be sold or offered for sale or distribution within the Philippines.
Moreover, an Issuer who intends to have a DATO registered under the Rules must ensure that it
complies with the laws and regulations applicable to the offer of DAs to persons in any jurisdiction
where it considers to offer DAs under the laws and regulations of such jurisdiction. In this regard, any
DATO made to persons within the jurisdiction of the Philippines shall comply with the relevant laws,
rules and regulations that may govern such offering thereat and show to CEZA and the SRO such proof
of compliance.
DATOs under the Rules are classified into three (3) tiers – Tier 1, Tier 2 and Tier 3 – according to the
amount a particular DATO seeks to raise. Thus:
The foregoing threshold amounts are subject to quarterly review by the SRO, which shall come up with
recommendations for CEZA’s consideration on whether to retain or adjust ranges based on its
assessment of market conditions and exigencies of effective regulation.
Different rules and requirements for registration apply to each DATO tier. On the one hand, Tier 1
DATOs and Tier 2 DATOs whose Issuers do not voluntarily apply for SRO certification need only
comply with submission and publication requirements of their basic registration documents for the same
to be registered with CEZA. On the other hand, Tier 2 DATOs and Tier 3 DATOs whose Issuers
voluntarily apply for SRO certification must not only comply with the foregoing (and other regulations
as CEZA and/or SRO may hereafter provide pursuant to the Rules), but also, among others, possess
agreements with Offshore Virtual Currency Exchanges, wallet providers or custodians, put in place the
necessary arrangements for the provision of listing and custodianship services by the foregoing and
appoint a DA Agent.
The DA Agent
As mentioned in the previous discussion, the Issuers of Tier 2 DATOs and Tier 3 DATOs whose Issuers
voluntarily apply for SRO certification must, among others, appoint a DA Agent, among those
accredited or registered with the SRO. The primary role of the DA Agent is two-fold: first, he/she shall
advise and guide the Issuer as to its responsibilities and obligations to ensure compliance with all
applicable rules; and second, to liaise with CEZA and the SRO regarding any information required by
the regulators, including any breach by the Issuer, of which the DA Agent is aware or has reasonable
suspicion. Other functions of the DA Agent are spelled out in the Rules and shall be subject to additional
rules or guidelines issued by CEZA or the SRO.
Registration Regime
In general, each DATO sought to be registered with CEZA must submit the following basic registration
documents:
2. Directors’ and Officers’ Certificate. – A certificate signed by each of the directors, as well as
the relevant officers (including, but not limited to, the Chief Executive Officer and President,
or equivalent officer), of the Issuer certifying that the Offer Document satisfies the requirements
therefor found in the Rules and is, to the best of their collective knowledge, true and accurate
in all material respects; and
3. DA Agent’s Certificate. – A certificate signed by the DA Agent that he/she has reviewed the
Offer Document and that based on his/her review, such Offer Document satisfies the
requirements under Rules (particularly its Schedule 1).
Further, in the case of Tier 2 DATOs and Tier 3 DATOs which voluntarily opt for certification, the
following should likewise be submitted:
1. Agreements and/or proof of arrangements made with Offshore Virtual Currency Exchange(s)
in respect of having the DAs listed or admitted to trading on said Exchanges;
In all cases, CEZA and/or the SRO may (i) require the submission of additional documents; and (ii)
promulgate guidelines or special rules governing the submission of papers in relation to these Rules.
Publication Requirement
Following the submission of the Offer Document to the SRO for purposes of registration under the
Rules, the same should first be published in electronic form. The precise manner of publication shall
be the subject of subsequent issuances from CEZA and/or the SRO.
SRO Decision
The SRO shall evaluate the submissions made by an Issuer (relative to a DATO sought to be registered
pursuant to the Rules) and decide whether or not, among others, the Offer Document complies with the
Rules and notify CEZA, the Issuer and/or the DA Agent, as the case may be, of such decision. Such
decision may be reviewed or modified by CEZA at its own instance by notifying the SRO and the Issuer
or the DA Agent, as the case may be, in writing of CEZA’s intention to undertake a review thereof
within such timeframe as CEZA or the SRO may provide.
In addition to the foregoing, special rules also apply to DATOs concerning a DA which is backed by a
collateral asset. To begin, a relevant person (as defined thereunder) may not make an Asset-Backing
Representation, i.e., any statement or conduct which would reasonably cause a person to believe that
the value or liquidity of the DA is asset-backed; and/or a holder of the DA has a legal right to exchange
it for other assets of any kind held by another person, unless:
1. The Issuer of the DA to which such representation relates has made and continues to make an
Asset-Backing Disclosure (containing matters set out in Schedule 2 of the Rules) in relation to
that DA to the public which was last updated not more than six (6) months before the
representation; and
2. An Asset-Backing Certification (in respect of the matters set out in Schedule 2 of the Rules)
has been made by an SRO-accredited Asset-Backing Auditor in respect of each of the DAs to
which the Asset-Backing Representation relates, not more than twelve (12) months prior to the
making of the Asset-Backing Representation; unless CEZA has determined in writing that such
a certification is not required in relation to all of the DAs to which the Asset-Backing
Representation relates.
Moreover, Issuers offering asset-backed DAs, prior to engaging in any business related to DAs backed
by collateral assets, must, among others, deposit funds in an amount and to a custodian to be determined
by the SRO prior to the issuance of any asset-backed DA.
Further to its duties and responsibilities in relation to the enforcement and implementation of the Rules,
the SRO is empowered to issue a Code of Conduct in relation to DATOs for the purpose of providing
guidance as to the duties and requirements to be complied with and the procedures and principles to be
observed by persons to whom or which the Rules apply. Any failure to comply with such code shall be
taken into account in determining whether the DATO is being conducted in accordance with the Rules
and may expose the non-complying person to penalties.
**DISCLAIMER: This document is for informational purposes only and is not intended to
supplement, interpret, modify or otherwise lend conclusive or reliable determination in relation to
the CEZA DATO Supplemental Rules**