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Ceza Dato

The document outlines supplemental rules on digital asset and token offerings for the Cagayan Economic Zone Authority (CEZA). Some key points: - CEZA will function as the principal regulatory authority for enforcement and implementation of these rules. It will appoint a self-regulatory organization (SRO) to assist with enforcement. - The rules apply to any person offering digital assets to the public as an issuer, as well as digital asset agents, experts, and relevant persons as defined. - Digital assets are defined as uniquely identifiable electronic representations of value including virtual currencies, asset tokens, and utility tokens. - Token offerings are divided into three tiers based on the amount raised, with different rules for each

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Tommy Doncila
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0% found this document useful (0 votes)
144 views29 pages

Ceza Dato

The document outlines supplemental rules on digital asset and token offerings for the Cagayan Economic Zone Authority (CEZA). Some key points: - CEZA will function as the principal regulatory authority for enforcement and implementation of these rules. It will appoint a self-regulatory organization (SRO) to assist with enforcement. - The rules apply to any person offering digital assets to the public as an issuer, as well as digital asset agents, experts, and relevant persons as defined. - Digital assets are defined as uniquely identifiable electronic representations of value including virtual currencies, asset tokens, and utility tokens. - Token offerings are divided into three tiers based on the amount raised, with different rules for each

Uploaded by

Tommy Doncila
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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RULES ON DIGITAL ASSET AND TOKEN OFFERINGS

(SUPPLEMENTAL RULE TO THE FINANCIAL


TECHNOLOGY SOLUTIONS AND OFFSHORE
VIRTUAL CURRENCY BUSINESS RULES AND
REGULATIONS OF CEZA OF 2018)

Pursuant to Republic Act No. 7922 or “The Cagayan


Special Economic Zone Act of 1995,” and its Implementing
Rules and Regulations, BE IT ADOPTED by the Board of
Directors (the CEZA Board of Directors) of the Cagayan
Economic Zone Authority (CEZA), as follows:

Article I. Preliminary Provisions


Section 1.01 Title – These rules and regulations shall be cited
as the “Rules on Digital Asset and Token Offerings”, a
supplement to the Financial Technology Solutions and
Offshore Virtual Currency Business Rules and Regulations of
CEZA of 2018 (CEZA FTSOVCBRR of 2018) shall
(hereinafter, CEZA DATO Supplemental Rules).
Section 1.02 Application – These CEZA DATO
Supplemental Rules shall apply to:
(a) any person which intends to offer Digital Assets to the
public and is acting in the capacity of an Issuer; and
(b) to the extent set out herein, to any DA Agent, Expert or
Relevant Person.
Section 1.03 Regulatory Authority
(a) CEZA shall function as the principal regulatory authority
in respect of the enforcement and implementation of these
CEZA DATO Supplemental Rules.
(b) CEZA shall appoint or designate a self-regulatory
organization (SRO) which shall assist in the enforcement
and implementation referred to in the preceding paragraph
and shall perform industry, regulatory, and public interest
functions in relation to the CEZA DATO Supplemental
Rules under the supervision of CEZA.
Section 1.04 Definitions and Interpretation – In these
CEZA DATO Supplemental Rules, unless the context
otherwise requires:
Asset-Backing Auditor means a person who has been
accredited by or registered with the SRO, pursuant to Section
6.05 and subject to such rules and regulations as the SRO may
hereafter promulgate, to act as such person, including to
perform the functions described in Section 6.03;
Asset-Backing Certification, in relation to a Digital Asset,
means a certification made by an Asset-Backing Auditor of the
matters set out in Schedule 2 in accordance with Section 6.03;
Asset-Backing Disclosure, in relation to a Digital Asset,
means a public disclosure by the Issuer of the Digital Asset of
the matters set out in Schedule 2;
Asset-Backing Representation, in relation to a Digital Asset,
means any statement or conduct which would reasonably cause
a person to believe one or more of the following: (i) the value
or liquidity of the Digital Asset is supported by other assets of
any kind; or (ii) a holder of the Digital Asset has a legal right to
exchange it for other assets of any kind held by another person;
Blockchain means a digital ledger or database of transactions
relating to Digital Assets which are recorded chronologically
and capable of being audited;
Code of Conduct means a code of conduct issued by the SRO
under Article X;
Collateral Asset means the asset against which a Digital Asset
is backed;
DA Agent means a person who has been accredited by or
registered with the SRO, subject to such rules and regulations
as the SRO may hereafter promulgate, to act as such person,
including to perform the functions described in Section 5.03;
Digital Asset or DA means 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 the following:
(a) a virtual currency, being a medium of exchange or
payment, a unit of account, a store of value, or a means of
money or value transfer:
(i) that, at the relevant time, is not designated as legal
tender; and/or
(ii) for which, at the relevant time, the creation is not
administered,
by any Governmental Entity (acting intra vires) but the
value of which may be ascertained by reference to a
medium of exchange or payment or a unit of account

Cagayan Economic Zone Authority 2


falling within (i) and (ii) (a Virtual Currency);
(b) an asset token, being an electronic representation of a
tangible or intangible asset, or right in relation to with such
an asset (including a debt or a security or equity or an
option over these, including of the Issuer of the Digital
Assets (an Asset Token); or
(c) a utility token, being a representation of an entitlement to
use, have access to or carry out a certain function within an
[electronic] application, service or product (a Utility
Token);
but excluding:
(d) an electronic representation of value which is part of an
affinity or rewards program and which can be used only to
acquire goods or services from participants in that program
but cannot be exchanged in the program for legal tender,
bank credit or any Digital Asset; or
(e) an electronic representation of value issued by or on behalf
of the publisher and used within an online game, game
platform or family of games sold by the same publisher or
offered on the same game platform;
Digital Asset or Token Offering or DATO means an offer to
more than twenty (20) persons during any twelve- (12) month
period to purchase or otherwise acquire Digital Assets to be
issued by an Issuer;
Expert includes a technologist, software engineer, valuer,
appraiser, accountant and any other person whose profession
gives authority to a statement made by him relating to matters
concerning Digital Assets;
Governmental Entity means:
(a) any national, supra-national, federal, state, county,
municipal, local or foreign government or any entity
exercising executive, legislative, judicial, regulatory,
taxing or administrative functions of or pertaining to
government; or
(b) any (i) public international organization; (ii) agency,
division, bureau, department or other political subdivision
of any government, entity or organization described in (a)
or (b)(i) of this definition; (iii) company, business,
enterprise or other entity owned in whole or controlled by
any government, entity, organization or other person
described in (a), (b)(i) or (b)(ii) of this definition; or (iv)
any political party, in each case, acting under the delegated
authority of any government, entity or organization
described in (a) of this definition;

Cagayan Economic Zone Authority 3


Holder means any person that has legal title of, or that is
otherwise in possession of, or has control over, a Collateral
Asset(s), and includes a custodian;
Issuer means a legal person formed or licensed for any purpose
under the laws and regulations of CEZA which issues or
proposes to issue Digital Assets, which shall not be sold or
offered for sale or distribution within the Philippines;
Offer Document means a document prepared by an Issuer
containing the information necessary to enable investors to
make an informed assessment of the prospects of the Issuer, the
proposed Project and the features of the Digital Asset in the
manner prescribed in Article III and Schedule 1 for the
purposes of compliance with Section 2.01 of these CEZA
DATO Supplemental Rules;
Project means the product or service to be created or
developed as set out in the Offer Document;
Relevant Person means any of the following persons: (a) an
Issuer; or (b) any person undertaking business activities under
the authority of CEZA, with or without a license, certificate or
any similar authority granted by CEZA.
Tier 1 DATO means a DATO that seeks to raise an amount not
exceeding the threshold amount therefor found in Schedule 3,
but under which payment for Digital Assets may only be made
in a Digital Asset other than that which is the subject of the
DATO; Provided, that such amount shall be subject to
quarterly review by the SRO which, in turn, may recommend to
CEZA such adjustments thereto as market conditions or
exigencies of effective regulation may require;
Tier 2 DATO means a DATO that seeks to raise an amount
exceeding the threshold amount for a Tier 1 DATO found in
Schedule 3, but not exceeding the threshold amount for a Tier 3
DATO found in Schedule 3; Provided, that such amount shall
be subject to quarterly review by the SRO which, in turn, may
recommend to CEZA such adjustments thereto as market
conditions or exigencies of effective regulation may require;
and
Tier 3 DATO means a DATO that seeks to raise an amount
exceeding the threshold amount therefor found in Schedule 3;
Provided, that such amount shall be subject to quarterly review
by the SRO which, in turn, may recommend to CEZA such
adjustments thereto as market conditions or exigencies of
effective regulation may require.
Section 1.05 For the purposes of this Part:
(a) a statement included in an Offer Document shall be deemed
to be untrue if it is misleading in the form and context in

Cagayan Economic Zone Authority 4


which it is included; and
(b) a statement shall be deemed to be included in an
Offer Document if it is contained therein or
incorporated by reference therein or issued therewith.
If a capitalized term is not defined in these CEZA DATO
Supplemental Rules but is defined in the CEZA FTSOVCBRR
of 2018, the term has the meaning given in the CEZA
FTSOVCBRR of 2018.

Article II. Filing and Publication of Offer Document


Section 2.01 Subject to Section 2.02, no person shall offer
Digital Assets in the form of a DATO unless prior to such
offer, the Issuer publishes in electronic form an Offer
Document and, prior to publication of such Offer Document,
the Issuer files it with the SRO with a copy thereof furnished to
CEZA.
Section 2.02 The SRO shall not accept for filing a copy of an
Offer Document unless:
(a) a copy thereof has been furnished to CEZA prior to such
filing; and
(b) it is accompanied by 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 in Schedule 1 of these
CEZA DATO Supplemental Rules and is, to the best of
their collective knowledge, true and accurate in all material
respects.
Section 2.03 The SRO shall notify CEZA and the Issuer or
the DA Agent, as the case may be, of the SRO’s decision that
the Offer Document complies with these CEZA DATO
Supplemental Rules within the timeframe provided by the
SRO. 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.
Section 2.04 An Offer Document shall be valid for twelve
(12) months after its acceptance by the SRO or, if later,
successful completion of its review by CEZA.

Cagayan Economic Zone Authority 5


Section 2.05 An Issuer may take into account the advice of
one or more Experts in determining that the Offer Document is
true and accurate in all material respects; Provided, that the
Issuer selects each Expert in accordance with the relevant
provisions of the Code of Conduct; Provided, further, that the
Issuer has alerted each Expert to the application of these CEZA
DATO Supplemental Rules to the Expert and the Expert’s
potential liability under these CEZA DATO Supplemental
Rules.

Article III. Contents of an Offer Document


Section 3.01 Every Offer Document shall be drawn up in
accordance with the provisions of Schedule 1 of these CEZA
DATO Supplemental Rules.
Section 3.02 The Offer Document shall also comply with any
other requirement as may be required by applicable law and
any Code of Conduct.
Section 3.03 Nothing in this Article III shall be construed as
preventing an Issuer from including in the Offer Document
such additional information considered relevant with respect to
the DATO; Provided, that such information shall be included in
the Offer Document in accordance with the requirements of
these CEZA DATO Supplemental Rules; Provided, further,
that such information may be considered by the SRO or CEZA
in the course of their respective evaluation or review of such
Offer Document.

Article IV. Corrections to the Offer Document


Section 4.01 Where any part of a filed or published Offer
Document ceases to be true or accurate in any material respect,
or becomes misleading, the Issuer shall, within ten (10) days
after becoming aware of that fact:
(a) publish supplementary particulars disclosing the material
changes; and
(b) file a copy of the supplementary particulars, signed by an
officer thereof duly authorized to do so, with the SRO and
CEZA.

Cagayan Economic Zone Authority 6


Section 4.02 Except as otherwise stated in the preceding
section, such supplementary particulars shall be filed in
accordance with Article II and published in accordance with at
least the same arrangements as were applied when the original
Offer Document was published. The summary, and any
translations thereof, shall also be supplemented, if necessary, to
take into account the new information included in the
supplementary particulars.

Article V. Certification by the SRO and DA Agent


Obligations
Section 5.01 An Issuer undertaking a Tier 3 DATO and/or an
Issuer undertaking a Tier 2 DATO which has voluntarily
applied for certification thereof shall:
(a) have agreed with an Offshore Virtual Currency Exchange
and put in place all necessary arrangements, including
those required by the pertinent rules and regulations issued
by CEZA, to have its Digital Assets listed or admitted to
trading on the Offshore Virtual Currency Exchange;
(b) have agreed with a wallet provider and/or custodian, as the
case may be, that is accredited pursuant to the pertinent
rules and regulations issued by CEZA or the SRO (i) that
the Digital Assets subject to the DATO will be held by
such wallet provider and/or custodian, and (ii) that such
wallet provider and/or custodian shall have put in place all
arrangements required by those rules and regulations to
effect the provision of such service in accordance with any
requirement in those rules and regulations and in the Code
of Conduct; and
(c) be certified by the SRO in accordance with Section 5.02 of
these CEZA DATO Supplemental Rules.
Section 5.02 In order to be certified by the SRO, the Issuer
must appoint, and have in place for such period as its Digital
Assets are listed on an Offshore Virtual Currency Exchange, a
DA Agent. Such DA Agent shall be independent from the
Issuer and shall confirm to CEZA and the SRO for this purpose
such DA Agent’s independence in writing if required.
Section 5.03 The DA Agent shall:
(a) advise and guide the Issuer as to its responsibilities and
obligations to ensure compliance with these CEZA DATO
Supplemental Rules and any Code of Conduct;
(b) advise and guide the Issuer on all matters relating to
admission of the Issuer’s Digital Assets to trading on an
Offshore Virtual Currency Exchange and their ongoing
trading thereon;

Cagayan Economic Zone Authority 7


(c) disclose to CEZA and the SRO without delay any breach
by the Issuer of these CEZA DATO Supplemental Rules or
the Code of Conduct of which it is aware or has reasonable
suspicion;
(d) disclose to CEZA and the SRO without delay any
information or explanation that CEZA and/or the SRO may
reasonably require relating to the DATO and the admission
to trading and ongoing trading of the Issuer’s Digital
Assets on an Offshore Virtual Currency Exchange;
(e) act as a liaison between the Issuer and CEZA and the SRO
on all matters arising in connection with the DATO and the
admission to trading and ongoing trading of the Issuer’s
Digital Assets on an Offshore Virtual Currency Exchange;
(f) advise CEZA and the SRO in writing without delay of its
resignation, intention to surrender its registration that
permits it to act as a DA Agent, or if its appointment as the
DA Agent of an Issuer is terminated, giving details of any
relevant fact or circumstance. The DA Agent shall send a
copy of such notice to the Issuer;
(g) submit to CEZA and the SRO a certificate of compliance
confirming that the Offer Document satisfies the
requirements in Schedule 1 of these CEZA DATO
Supplemental Rules on or before the date on which the
Issuer files the Offer Document with the SRO in
accordance with Section 2.01 and a certificate of
compliance confirming that it has performed its obligations
under Section 5.03 on an annual basis thereafter; and
(h) comply with such other rules and requirements as CEZA
and the SRO may prescribe from time to time.
Section 5.04 In discharging its obligations under Section
5.03, a DA Agent shall:
(a) deal with CEZA and/or the SRO in an open and
cooperative manner;
(b) deal promptly with all enquiries raised by CEZA and/or the
SRO; and
(c) disclose to CEZA and the SRO any relevant information
relating to itself or the Issuer of which it has knowledge
and which relates to material non-compliance with any of
the provisions of these CEZA DATO Supplemental Rules
or any Code of Conduct, within ten (10) days after
becoming aware of the material non-compliance. In
discharging its obligations hereunder, the DA agent shall
determine what is material non-compliance by considering:

Cagayan Economic Zone Authority 8


(i) whether any loss has or may be suffered by the Issuer
or the Issuer’s investors or potential investors;
(ii) the frequency with which non-compliance has
occurred;
(iii) whether the non-compliance is systemic; and
(iv) the ability of the Issuer to continue offering Digital
Assets.

Article VI. Rules for Asset-Backed DATOs


Section 6.01 In addition to the requirements set forth in
Articles II to V, an Issuer who intends to offer a Digital Asset
backed by a Collateral Asset in the form of a DATO, as well
any Relevant Person in relation to Asset-Backing
Representations, Asset-Backing Certifications and other
matters covered by this Article, shall be subject to the
provisions of this Article.
Section 6.02 Prohibition on Making an Asset-Backing
Representation Concerning Digital Assets
(a) A Relevant Person must not make, whether by statement or
other conduct, directly or indirectly, an Asset-Backing
Representation in relation to one or more Digital Assets
unless the circumstances set out in Section 6.03 apply.
(b) A Relevant Person must ensure that its officers, employees
and agents do not make, whether by statement or other
conduct, directly or indirectly, an Asset-Backing
Representation in relation to one or more Digital Assets
unless the circumstances set out in Section 6.03 apply.
Section 6.03 Complying Asset-Backing Representation –
Notwithstanding Section 6.02, a Relevant Person may make or
cause to be made, whether by statement or other conduct, an
Asset-Backing Representation in relation to one or more
Digital Assets if, at the time of making the Asset-Backing
Representation:
(a) the Issuer of each of the relevant Digital Assets to which
the Asset-Backing Representation relates has made and
continues to make an Asset-Backing Disclosure in relation
to that Digital Asset to the public which was last updated
not more than six (6) months before the representation; and
(b) either:
(i) CEZA has determined in writing pursuant to Section
6.04 that an Asset-Backing Certification is not
required in relation to all of the Digital Assets to
which the Asset-Backing Representation relates; or

Cagayan Economic Zone Authority 9


(ii) in any other case, an Asset-Backing Certification has
been made by an Asset-Backing Auditor in respect of
each of the Digital Assets to which the Asset-Backing
Representation relates, not more than twelve (12)
months prior to the making of the Asset-Backing
Representation.
Section 6.04 Determination Regarding an Asset-Backed
Certification – In determining whether or not an Asset-
Backing Certification is required in relation to a Digital Asset
or an Asset-Backing Representation under Section 6.03, CEZA
or the SRO may take account of any matters it considers
relevant including:
(a) the value and size of the DATO of, or the current or future
market in, the Digital Asset;
(b) the type of assets which would be described in the Asset-
Backing Representation;
(c) the number, location and types of jurisdictions where the
Digital Asset is or will be offered or may trade; and
(d) the extent to which the issuer of the Digital Asset is subject
to regulation in other jurisdictions in relation to the
reliability of any Asset-Backing Representation.
Section 6.05 Asset-Backing Auditors
(a) A person may apply to the SRO for accreditation, and the
SRO may issue an accreditation certificate to a person to
act, as an Asset-Backing Auditor.
(b) In licensing or accrediting an Asset-Backing Auditor, the
SRO may determine or prescribe in writing:
(i) appropriate skills and qualifications for appointment
as an Asset-Backing Auditor which may include
appropriate financial investigation, accounting and
legal skills and qualifications;
(ii) other requirements for appointment as an Asset-
Backing Auditor;
(iii) an application fee for a person applying for an
accreditation certificate; and
(iv) an annual fee for a person to hold an accreditation
certificate.
(c) The SRO shall conduct the accreditation of an Asset-
Backing Auditor, subject to rules, orders or guidelines to
be issued by CEZA, through the Office of the
Administrator, pursuant to Section 6.05 (b).

Cagayan Economic Zone Authority 10


Section 6.06 Asset-Backing Certifications
(a) An Issuer of a Digital Asset or any other person may
request an accredited Asset-Backing Auditor to provide an
Asset-Backing Certification in relation to that Digital
Asset.
(b) An Asset-Backing Certification can only be issued by an
accredited Asset-Backing Auditor, and in accordance with
Section 6.06 (c).
(c) An Asset-Backing Auditor must carefully investigate and
be satisfied as to the truth of the matters in relation to a
Digital Asset which it is required to certify as set out in the
Schedule 2, as at the date of the Asset-Backing
Certification.
(d) An Asset-Backing Auditor must give a copy of its
investigation report to CEZA and the SRO immediately
after completion of the investigation and a copy of any
Asset-Backing Certification.
(e) On receiving an Asset-Backing Auditor's report, CEZA or
the SRO may, by written notice and given to the Issuer or
other Relevant Person who requested the Asset-Backing
Certification, require the Issuer or other Relevant Person to
submit to CEZA or the SRO further information about a
matter relating to the Digital Asset mentioned in the report.
The Issuer or other Relevant Person shall submit the
required information within the time stated in the notice.
(f) The cost of investigation and Asset-Backing Certification
shall be for the account of the Issuer or other Relevant
Person requesting the Asset-Backing Certification.
Section 6.07 The SRO shall publish a list of current Asset
Backing Certifications and the dates on which they were made.
The SRO is not liable for any errors or omissions in any list it
publishes.
Section 6.08 CEZA requires all Issuers prior to engaging in
any business-related to Digital Assets backed by Collateral
Assets, to comply with the following:
(a) Provide CEZA and the SRO with its internal rules and
regulations in the conduct of its business on Asset Tokens;
(b) The deposit of funds in an amount and to a custodian to be
determined by the SRO prior to the issuance of any asset-
backed virtual currency; and
(c) Provide a performance bond or equivalent in an amount
acceptable to the SRO.

Cagayan Economic Zone Authority 11


Article VII. Compliance with Applicable Laws on the
Offering of Securities and Financial Crime
Section 7.01 An Issuer shall ensure that it complies with the
laws and regulations applicable to the offer of Digital Assets to
persons in any jurisdiction where it is considered to offer
Digital Assets under the laws and regulations of such
jurisdiction. For the avoidance of doubt, 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.
Section 7.02 An Issuer of Asset Tokens or Virtual Currency
shall provide to CEZA or the SRO, at their request, evidence
that it is not unlawful to offer such Digital Assets to persons in
any jurisdiction where the Issuer intends to offer or has offered
such Digital Assets in relation to its DATO.
Section 7.03 An Issuer shall, in relation to a DATO, ensure
that it applies appropriate measures relating to identification
and verification of persons participating in the DATO or to
whom such Digital Assets are issued.
Section 7.04 Appropriate measures shall include such
measures as should be sufficient to comply with all laws and
regulations applicable to the Issuer and any Code of Conduct.
Section 7.05 Nothing in these CEZA DATO Supplemental
Rules or any Code of Conduct shall be understood to mean that
CEZA or the SRO has approved, consented to or endorsed the
offer of Digital Assets to persons in any jurisdiction or has
indicated that any such offer complies with the laws and
regulations applicable in such jurisdiction.

Article VIII. Security of Digital Assets, Confidentiality


and Disclosure of Information
Section 8.01 An Issuer shall ensure that appropriate
mechanisms are in place in respect of the security of Digital
Assets issued by it, confidentiality, disclosure of information
and connected matters, and that applicable laws and regulations
are complied with in these respects.
Section 8.02 An Issuer undertaking a DATO of Asset Tokens
or Utility Tokens may be required to provide evidence to
CEZA or the SRO as to the cryptographic existence,
characteristics and security of its Digital Assets. CEZA or the
SRO may require that such evidence takes the form of an audit
undertaken by a provider of such services that is accredited by
the SRO and is compliant with any rule or regulation that may
be issued by CEZA and/or the SRO for this purpose.

Cagayan Economic Zone Authority 12


Section 8.03 An Issuer shall disclose to CEZA and the SRO
without delay any material failure to comply with any of the
provisions of these CEZA DATO Supplemental Rules or the
Code of Conduct.

Article IX. Penalties


Section 9.01 A person who offers Digital Assets in the form
of a DATO without complying with the requirements set forth
in Section 2.01 or otherwise contravenes the provisions of
Article II shall be liable to pay a fine not exceeding Five
Hundred Thousand United States Dollars (US$500,000.00) or
its Philippine Peso equivalent. A director or officer of the
Issuer who was knowingly involved in the breach shall be
liable to pay a fine not exceeding Five Hundred Thousand
United States Dollars (US$500,000.00) or its Philippine Peso
equivalent.
Section 9.02 A person who contravenes Article IV or Article
V shall be liable to pay a fine not exceeding Five Hundred
Thousand United States Dollars (US$500,000.00) or its
Philippine Peso equivalent. A director or officer of the Issuer or
DA Agent, as the case may be, who was knowingly involved in
the breach shall be liable to pay a fine not exceeding Five
Hundred Thousand United States Dollars (US$500,000.00) or
its Philippine Peso equivalent.
Section 9.03 Any person (such as an Issuer, a director or
officer of an Issuer and, where applicable, a DA Agent and an
Expert) who makes or authorizes the making of a statement in a
filed or published Offer Document that is not true and accurate
in all material respects or is misleading, unless he proves either
that at the time he made the statement he had reasonable
grounds to believe it was so true and accurate or was not
misleading, shall be liable to pay a fine not exceeding Five
Hundred Thousand United States Dollars (US$500,000.00) or
its Philippine Peso equivalent. A director or officer of the
Issuer or a promoter of the DATO who was knowingly
involved in the breach shall be liable to pay a fine not
exceeding Five Hundred Thousand United States Dollars
(US$500,000.00) or its Philippine Peso equivalent.

Cagayan Economic Zone Authority 13


Section 9.04 A Relevant Person who contravenes Section
6.02 shall be liable to pay a fine as follows: (1) if the person is
an individual, by a fine not exceeding One Hundred Thousand
United States Dollars (US$100,000.00) or its Philippine Peso
equivalent; (2) in any other case, Five Hundred Thousand
United States Dollars (US$500,000.00) or its Philippine Peso
equivalent. In addition, if a Relevant Person who contravenes
Section 6.02 holds a license, certificate of registration or any
similar authority granted by CEZA, CEZA may suspend or
cancel such license, certificate of registration or similar
authority.
Section 9.05 An Issuer or other Relevant Person that makes
or publishes a false or misleading Asset-Backing Disclosure, or
an Asset-Backing Auditor or Relevant Person that makes or
publishes a false or misleading Asset-Backing Certification,
shall be liable to the penalty in Section 9.02.
Section 9.06 A person who contravenes Section 8.01 shall be
liable to the penalty in Section 9.01.
Section 9.07 A person who contravenes Section 8.03 shall be
liable to pay a fine not exceeding Ten Thousand United States
Dollars (US$10,000.00) or its Philippine Peso equivalent. A
director or officer of the Issuer who was knowingly involved in
the breach shall be liable to pay a fine not exceeding Ten
Thousand United States Dollars (US$10,000.00) or its
Philippine Peso equivalent.
Section 9.08 Where a filed or published Offer Document
invites persons to purchase Digital Assets of an Issuer, the
following persons shall be liable to pay compensation to all
those who prove that they purchased to their detriment any
such Digital Assets in reliance on that Offer Document for the
loss or damage they may have sustained by reason of any
statement not being true and accurate in all material respects
included therein which is relevant to the DATO:
(a) the Issuer;
(b) each director and officer of the Issuer that certified the
Offer Document in accordance with Section 2.02; and
(c) any Expert who permitted a statement or an extract of a
report or valuation made by the Expert in his capacity as
such to be included or referred to in the Offer Document or
who consented to such use.
Section 9.09 No person shall be liable under Section 9.07 if
he proves:
(a) that the statement that was not true and accurate in all
material respects was corrected or rectified in
supplementary particulars published pursuant to Section

Cagayan Economic Zone Authority 14


4.01 or, in the case of an Expert, that the Expert requested
such correction or rectification;
(b) that, after the issue of the Offer Document and before any
issue thereunder, he, on becoming aware of a statement
that was not true and accurate in all material respects
therein, withdrew his consent thereto and gave reasonable
public notice of the withdrawal and of the reason therefor;
or
(c) that as regards:
(i) every statement that was not true and accurate in all
material respects not purporting to be made on the
authority of an Expert or of a public official document
or statement, he had reasonable grounds to believe, and
did up to the time of the issue of the Digital Assets
believe, that the statement was true;
(ii) every statement that was not true and accurate in all
material respects purporting to be a statement made by
an Expert or contained in what purports to be a copy of
or extract from a report or valuation of an Expert, it:
(A) fairly represented the statement, or was a correct
and fair copy of or extract from the report or
valuation; and
(B) he had reasonable ground to believe and did up to
the time of the issue of the Offer Document believe
that the person making the statement was
competent to make it and had not withdrawn or
altered it; and
(iii) every statement that was not true and accurate in all
material respects purporting to be a statement made by
an official person or contained in what purports to be a
copy of or extract from a public official document, it
was a correct and fair representation of the statement or
copy of or extract from the document.
Section 9.10 Where a filed or published Offer Document
contains a statement by an Expert or contains what purports to
be a copy of or extract from a report or valuation of an Expert,
which the Expert has withdrawn or altered, and such
withdrawal or alteration has not been reflected in
Supplementary Particulars, the directors and officers of the
Issuer that certified that Offer Document in accordance with
Section 2.02 and any other person who authorized the issue
thereof shall be liable to indemnify the person named as
aforesaid or whose consent was required as aforesaid, as the
case may be, against the matters set forth in Section 9.11.

Cagayan Economic Zone Authority 15


Section 9.11 The directors and officers of the Issuer referred
to in Section 9.10 shall indemnify any such person referred to
in Section 9.10 against all damages, costs and expenses to
which he may be made liable by reason of his name having
been inserted in the Offer Document or of the inclusion therein
of a statement purporting to be made by him as an Expert, as
the case may be, or in defending himself against any action or
legal proceeding brought against him in respect thereof.
Section 9.12 A person shall not be deemed to have authorized
the filing or publication of an Offer Document by reason only
of the inclusion therein of a statement purporting to be made by
him as an Expert.

Article X. Code of Conduct


Section 10.01 The SRO shall 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 these CEZA DATO Supplemental Rules apply.
Section 10.02 Every person to whom these CEZA DATO
Supplemental Rules apply shall in the conduct of any DATO
comply with the provisions of any Code of Conduct.
Section 10.03 A failure by any person subject to Section 10.02
to comply with the Code of Conduct shall be taken into account
in determining whether the DATO is being conducted in
accordance with these CEZA DATO Supplemental Rules.

Article XI. Miscellaneous Provisions


Section 11.01 Order – CEZA is authorized to make orders,
memoranda and issuances not inconsistent with these CEZA
DATO Supplemental Rules to better carry out or give effect to
the provisions hereof.
Section 11.02 Repealing Clause – All CEZA rules,
regulations, circulars, and other issuances inconsistent with
these CEZA DATO Supplemental Rules are hereby
superseded, repealed, amended or modified accordingly.
Section 11.03 Separability Clause – If any provision of these
CEZA DATO Supplemental Rules is declared unconstitutional
or invalidated, the same shall not affect the validity of other
provisions of these CEZA DATO Supplemental Rules.
Section 11.04 Effectivity – These CEZA DATO Supplemental
Rules shall take effect immediately upon their approval by the
CEZA Board of Directors.

Cagayan Economic Zone Authority 16


Section 11.05 Transitory Clause – Until the anniversary of
the adoption of these CEZA DATO Supplemental Rules, the
Issuer of a DATO shall be the holder of a principal or regular
license granted by CEZA pursuant to the CEZA FTSOVCBRR
of 2018.

Approved. 12 Dec. 2018.

Cagayan Economic Zone Authority 17


SCHEDULE I
(Article III)
Matters to be specified in an Offer Document

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.

Cagayan Economic Zone Authority 18


Summary
5. (1) The Offer Document shall include a summary. The
summary shall, in brief and non-technical language,
provide key information in relation to the DATO. The
format and content of the summary of the Offer
Document shall provide, in conjunction with the Offer
Document, appropriate information about essential
elements of the Digital Assets concerned in order to aid
investors when considering whether to invest in such
Digital Assets. The summary shall be drawn up in a
common format in order to facilitate comparability of the
summaries of similar Digital Assets and its content
should convey the key information of the Digital Assets
concerned in order to aid investors when considering
whether to invest in such Digital Assets. The summary
shall also include a warning that:
(a) it should be read as an introduction to the Offer
Document;
(b) any decision to invest in the Digital Assets should be
based on consideration of the Offer Document as a
whole by the investor; and
(c) specific reference should be made to the detailed risk
warning in the Offer Document.
(2) For the purposes of this paragraph, "key information"
means essential and appropriately structured information
which is to be provided to investors with a view to
enabling them to understand the nature and the risks of
the proposed Project, the Issuer and the Digital Assets
that are being offered to them.
The DATO
6. At least, and to the extent it is applicable, the following
information on the offer shall be provided in the Offer
Document:
(a) description of the reason behind the DATO;
(b) detailed technical description of the protocol,
platform and, or application, as the case may be,
and the associated benefits;
(c) detailed description of the sustainability and
scalability of the proposed Project;
(d) associated challenges and risks as well as
mitigating measures thereof;
(e) detailed description of the characteristics and

Cagayan Economic Zone Authority 19


functionality of the Digital Assets being offered;
(f) detailed description of the Issuer, DA Agent,
Experts, development team, advisors and any other
service providers that may be deployed for the
realization of the Project;
(g) detailed description of any wallet used by the
Issuer;
(h) description of the security safeguards against cyber
threats to the underlying protocol, to any off-chain
activities and to any wallet used by the Issuer;
(i) detailed description of the life cycle of the DATO
and the proposed Project;
(j) detailed description of the past and future
milestones of the Project and Project financing;
(k) detailed description of the targeted investor base;
(l) exchange rate of the Digital Assets;
(m) description of the underlying protocol's
interoperability with other protocols;
(n) description of the manner in which funds raised
through the DATO will be allocated;
(o) the amount and purpose of the DATO;
(p) the total number of Digital Assets to be issued and
their features;
(q) the distribution of Digital Assets;
(r) the consensus algorithm, where applicable;
(s) the incentive mechanism to secure any transaction
and/ or any other applicable fees;
(t) in the case of a new protocol, the estimated speed
of transactions;
(u) any applicable taxes;
(v) any set soft cap and hard cap for the DATO;
(w) the period during which the DATO is open;
(x) any person underwriting or guaranteeing the
DATO;
(y) any restrictions on the free transferability of the
Digital Assets being offered on the Offshore Virtual
Currency Exchanges and any other exchanges on
which they may be traded, to the extent known by
the Issuer;

Cagayan Economic Zone Authority 20


(z) methods of payment for the Digital Assets;
(aa) specific notice that investors participating in the
DATO will be able to get their contribution back if
the soft cap is not reached at the end of the offering
and detailed description of any refund mechanism,
including the expected time-line when such refund
will be completed or the fact that there is no refund
mechanism;
(bb) detailed description of the risks associated with the
Digital Assets and the investment therein and the
Project, which is to be displayed prominently in the
Offer Document;
(cc) the procedure for the exercise of any right of pre-
emption attaching to the Digital Assets;
(dd) detailed description of the smart contract, if any,
deployed including inter alia the adopted standards,
its underlying protocol, functionality and associated
operational costs;
(ee) if any smart contract is deployed by the Issuer,
details of any auditor who performed an audit on it;
(ff) description of any restrictions embedded in any
smart contract deployed, if any, including inter alia
any investment and/or geographical restrictions;
(gg) any program agents used to obtain data and verify
occurrences from smart contracts (also known as
'oracles') used and detailed description of their
characteristics and functionality thereof;
(hh) any bonuses applicable to early investors including
inter alia discounted purchase price for Digital
Assets;
(ii) the period during which voluntary withdrawals are
permitted by the smart contract, if any;
(jj) description of the Issuer's adopted procedures for
compliance with the requirements of these CEZA
DATO Supplemental Rules;
(kk) intellectual property rights associated with the
offering and protection thereof; and
(ll) the methods of and time-limits for delivery of the
Digital Assets:
Provided, that CEZA or the SRO shall have the
power to waive or modify any of the above
requirements within the context of a particular
DATO, as the case may be.

Cagayan Economic Zone Authority 21


Details of the Issuer
7. The following details of the Issuer shall be set out in the
Offer Document:
(a) Name;
(b) Registered address, registration number and country
of registration;
(c) Date of registration;
(d) The Issuer's object(s);
(e) Where applicable, the group of undertakings to
which the Issuer belongs;
(f) Insofar as they are known, indication of the members
who directly or indirectly exercise or could exercise
a determining role in the Issuer's administration; and
(g) If applicable, details of any DA Agent appointed by
the Issuer.
The Issuer's Principal Activities
8. The Offer Document shall include a description of the
Issuer's principal activities including the disclosure of any
legal proceeding, whether pending or threatened, having
an important effect on the Issuer's financial position.
The Issuer's Directors and Other Officers
9. The Offer Document shall include the names, addresses
and functions of each director and other officer of the
Issuer.
Benefits for Third Parties and Other Expenditure
10. The Offer Document shall specify:
(a) The amount or estimated amount of expenses
incurred or to be incurred in connection with the
issue and the persons to whom any of those expenses
have been paid or are payable; and
(b) Any amount or benefit intended to be paid or given
to the DA Agent, an Expert or any other person
playing a role in relation to the offering, and details
of the consideration for the payment or the giving of
the benefit.
Issuer's Financial Track Record
11. Where the Issuer has been established for a period
exceeding three years, details of its financial track record
shall be included in the Offer Document.

Cagayan Economic Zone Authority 22


SCHEDULE 2
Matters to be Included in an Asset-Backing Disclosure and
in an Asset-Backing Certification

1. A statement that any holder of the Digital Asset may on


demand require named Holder(s) of Collateral Assets to
exchange those Collateral Assets for the equivalent
market value of the holder’s Digital Asset, and an
explanation of how such a demand may be made and in
what time period the exchange will be completed.

2. A statement of any limitations on the right of exchange


based on the amount or value of Digital Asset or
Collateral Assets which can be exchanged in a
particular time period.

3. For each Holder of Collateral Assets, a statement of:

(a) the name and address of the Holder of Collateral


Assets;
(b) the type(s) of Collateral Assets held and the
location of those Collateral Assets;
(c) the nature of the Holder’s rights to the Collateral
Assets;
(d) the legal system(s) to which the Holder and the
Collateral Assets are subject;
(e) the market value of those Collateral Assets in US
dollars; and
(f) in the case of a custodian, that such custodian is
accredited pursuant to the pertinent rules and
regulations issued by CEZA and/or the SRO.

4. A statement that the right of the holder of the Digital


Asset to require such an exchange is legally enforceable
against the Holder of Collateral Assets in the
jurisdiction(s) where the Holder of Collateral Assets
and the Collateral Assets are located and a confirming
opinion to that effect by a lawyer qualified to give that
opinion in that jurisdiction, and an explanation of how
such a right may be enforced.

5. A statement that the maker of the Disclosure or


Certificate has verified the existence of the Collateral
Assets and their availability for exchange by the Holder
with the Digital Asset and their stated value in US
dollars.

Cagayan Economic Zone Authority 23


6. The proportion which the value of the Collateral Assets
bears to the market value of the Digital Asset on issue.

7. How the value of the Digital Asset and the Collateral


Assets will be calculated at the time of a demand to
exchange the Digital Asset for Collateral Assets.

8. A statement whether there is any insurance or guarantee


or indemnity supporting the right of exchange and if so,
the name of the issuer and a short description of the
terms and where more details of the insurance or
guarantee or indemnity may be found.

9. Such other matters as CEZA may determine from time


to time.

Cagayan Economic Zone Authority 24


SCHEDULE 3
Threshold Amounts for DATO Tiers

1. Tier-Based Classification – DATOs under these


CEZA DATO Supplemental Rules shall be categorized
into Tiers, i.e., Tier 1, Tier 2 and Tier 3, according to
the amount sought to be raised thereby.

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)

3. Periodic Review – The foregoing threshold amounts


shall be subject to quarterly review by the SRO which,
in turn, may recommend to CEZA such adjustments
thereto as market conditions or exigencies of effective
regulation may require.

Cagayan Economic Zone Authority 25


Overview of the CEZA DATO Supplemental Rules

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.

Application of the Rules

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.

Digital Assets Under the Rules

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.

Digital Asset and Token Offerings Covered

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.

Tier-Based Classification of DATOs

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:

Tier Threshold Amounts (USD / other currency equivalent)


Tier 1 DATO Not exceeding Five Million U.S. Dollars (US$5,000,000)
Exceeding Five Million U.S. Dollars (US$5,000,000) but
Tier 2 DATO
not exceeding Ten Million U.S. Dollars (US$10,000,000)
Tier 3 DATO Exceeding Ten Million U.S. Dollars (US$10,000,000)

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:

Cagayan Economic Zone Authority 2


1. Offer Document. – A document prepared by an Issuer containing the information necessary to
enable investors to make an informed assessment of the prospects of the Issuer, the proposed
Project and the features of the Digital Asset. It must be prepared in the specific manner
prescribed by the Rules and contain the information and other particulars required thereunder,
particularly Schedule 1 of the Rules;

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;

2. Agreements and/or proof of arrangements made with CEZA/SRO-accredited wallet provider(s)


and/or custodian(s), as the case may be, in respect of the holding of the DAs subject to the
DATO and other arrangements necessary to effect the provision of such service; and

3. Other applicable rules, including special rules for Asset-Backed DATOs.

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.

Filing with the SRO


The Issuer shall submit its registration and other supporting documents to the SRO (with a copy thereof
furnished to CEZA) and pay the applicable filing fees therefor. The specific requirements and procedure
for submission of documents, schedule of fees and other matters relating to the filing of documents for
registration shall be the subject of subsequent issuances from CEZA and/or the SRO.

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.

Cagayan Economic Zone Authority 3


Rules for Asset-Backed DATOs

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.

SRO Code of Conduct

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**

For inquiries, contact:

Cagayan Economic Zone Authority


10th Floor, Greenfield Tower, Mayflower and Williams Streets
Greenfield District, Mandaluyong City 1550
Philippines
www.ceza.gov.ph
Tel.: +63 2 370 5476
+63 2 370 5519
+63 2 370 5627
+63 918 800 1351
Email: info@ceza.gov.ph

Cagayan Economic Zone Authority 4

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