TRADING POINT HOLDINGS LIMITED operating under the name and style of XM (XM Group), XM.COM, XM GLOBAL LIMITED, XM PHILIPPINES, EMMANUEL D. PACQUIAO SR. a.k.a MANNY PACQUIAO, JONATHAN LOU REYES

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

IN THE MATTER OF

LIMITED operating under the JONATHAN LOU REYES. name and style of XM (XM Group),XM.COM,XM GLOBAL LIMITED, EMMANUEL D. PACQUIAO SR. A.K.A. TRADING MANNY POINT XM PHILIPPINES, PACQUIAO,SEC CDO Case No.10-25-126 HOLDINGS

PROTECTION DEPARTMENT, ENFORCEMENT AND INVESTOR Movant. Promulgated:07 November 2025

CEASE AND DESIST ORDER

to collectively as "XM"), together with their respective officers, directors, representatives, salesmen, agents, brokers, dealers, representatives, immediately cease and desist from engaging in the unauthorized offer and all persons, conduit entities and subsidiaries claiming and acting for and on their behalf (collectively referred to as the Agents"), to and/or sale in the Philippines of unregistered securities in the form of derivatives for want of the requisite license(s). and Desist Order (CDO be issued:i directing Trading Point Holdings Limited,XM,XM Global Limited,and XM Philippines (hereinafter referred promoters,recruiters, uplines, influencers, endorsers,abettors, enablers, Desist Order (the Motion") filed by the Enforcement and Investor Protection Department (EIPD) on 02 October 2025,praying that a Cease Before this Commission is the Motion for Issuance of a Cease and

for the benefit of investors. any manner, any and all assets, properties, real or personal, including bank deposits which they may have any interest, claim or participation whatsoever,directly or indirectly,under their custody,to preserve assets immediately cease and desist from transacting the funds in their depository banks,and/or from transferring, disposing, or conveying in The EIPD also prays that XM and its Agents be directed to

I Motion for Issuance of a Cease and Desist Order filed on 02 October 2025.

Trading Point Holdings Limited,et al. CEASE AND DESIST ORDER SEC CD0Case No.10-25-126 In the matter of Page 2 of 9

and transactions of XM for possible violations of the SRC and its implementing rules and regulations (SRC-IRR). Regulation Code (SRC).2 The said investigation focused on the activities conducted by the EIPD, pursuant to Section 64.1 of the Securities The instant Motion was filed following a motu proprio investigation

financial services company offering and providing brokerage services and products.3 Trading Point runs two brands namely;4 Trading.com, parent company, Trading Point Holdings Limited (Trading Point), a which operates in Europe,United States of America, United Kingdomand Australia;5 and XM,which operates several entities in other regions,as shown by the organizational chart submitted by the EIPD,to wit XM,XM Global Limited, and XM Philippines operate under their

:

pecting

W.ated

the Philippines, directs all its users to the XM.COM domain at https://www.xm.com.7 The same is true with the other entities operating under the XM brand. It is notable that the Trading.com domain, while not accessible in

and offer XM's unregistered securities, products, and services.11 XM,and functions as its local branch,representative office or marketing armoperating Facebook and YouTube accounts intended to promote website or global domain used by XM Global Limited, as well as the entities operating under the XM brand. XM Philippines is recognized by The XM.COM domain, accessible in the Philippines, is the primary

which include, among others, trading in derivatives,12 stock derivative XM, through XM Global, of its products and services in the Philippines, XM Philippines promotes and facilitates the offering and sale by

Motion. Par. 9. Ibid. Par. I(c. See also Annexes "D and D-1of Annex E Ibid. Annex Eof AnnexE Ibid. AnnexBandTof Annex E Ibid.Par.3A Annexes FF-1F-2of AnnexEMotion. 1 Annexes G-1LL-1,and L-2, of Annex EMotion. Ibid. pars. 3 and 5. See Annexes F to "F-2of Annex E Ibid.Par. 1(a.See also Annex A of Annex EMotion. 4 Ibid. Annex 12 Id.Pars.23 to 59. Cof AnnexE

Trading Point Holdinas Limitedet al. CEASE AND DESIST ORDER SECCDO Case No.10-25-126 In the matter of Page 3 of 9

products,13and foreign exchange (Forex);14 shares; cryptocurrencies,as shown by the screenshots of its websites which were submitted in support of the Motion, to wit: and/or

A

Forex Trading Disct Stock Derivatives Trading Discover

G

Discover Shares Crypto Deri Di ivatives Trading

on XM's trading platforms through its website at https://www.xm.com or by downloading the mobile applications found on Google Play15 and Apple Store,16 as shown below: Investors in the Philippines can use,access, and create an account

XM

from the plans offered by XM on its platform by depositing the minimum An investor that has successfully created an XM account can choose

14 Id. Par. 40. See Annexes "S" and "S-1" of Annex "E". 15 Id. Annex "p" of Annex "E 13 Id. Par. 37. 16 Id. Annex "Qof Annex "E

Trading Point Holdings Limited,et al. CEASE AND DESIST ORDER SEC CDO Case No.10-25-126 In the matter of Page 4 of 9

potential returns (e.g., Return 1M) to entice users to invest their money,21 have agreed to the Client Agreement Terms and Conditions of Business ("Agreement"),19 may start purchasing and trading the securities and other products offered or sold by XM using its different platforms such as,MT4,MT5 platforms,and/or the XM App.2 These platforms highlight as shown below: amount required in the chosen plan.17 The fact that XM has tapped and made available the local banks and e-wallets as its payment partners clearly shows that investors in the Philippines are primarily its target market.18 An investor who has an existing account, and who is deemed to

X

successful referral under the Friend Referral Program,23 to ensure that investments from existing investors continue to flow in, and that new investors are added to the fold, to wit: In addition, XM grants bonuses22 and cash rewards for every

XM

30 Id. pars. 12 and 13 (see Annexes "R", "W" and "W-1" of Annex "E") 19 Id.AnnexX to X-1of AnnexE 2 Annex AAof Annex EMotion. 22 Id. Par. 18. See also Annex "CC" of Annex "E", 23 Id. Par. 19. See also Annex "DD" and "DD-1" of Annex "E 17 1d. par. 17. 18 Id.par. 5((B

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to the investing public. XM has uploaded in its YouTube account the videos of Manny24 and Jonathan25 encouraging the investing public to invest with XM, and providing a tutorial on trading, respectively. Pacquiao Sr.(Manny),a Filipino boxing icon,and Jonathan Lou Reyes Jonathan),to effectively market its unregistered securities and products Relatedly, XM has also tapped the services of Emmanuel D

25 Id. Annex "Zof Annex "E 24 Id. Annex "EE" of Annex "E"

Trading Point Holdings Lim CEASE AND DESIST ORDER C CDO Case No.10-25-126 Page 6 of 9 fono1

have a pending application for the registration of their securities. Monitoring Department (CRMD),26 Corporate Governance and Finance Department (CGFD27 and Markets and Securities Regulation Department (MSRD).28 All of which certify that Trading Point Group,XM, XM Global, and XM Philippines are not registered with the Commission either as a corporation or as a partnership, and has not been issued a sale or offer of unregistered securities, the EIPD attached to its Motion the Certifications issued by the Commission's Company Registration and secondary license to act as a broker or dealer of securities; nor do they To support its allegation that XM is engaged in the unauthorized

like XM. The Advisory emphasized that XM's registration or licenses Commission. the public from investing in unregistered online investment platforms obtained from foreign jurisdictions do not authorize it to offer or sell securities in the Philippines without the requisite license from the On 14 March 2024, the Commission issued an Advisory,warning

presented in support thereof, We find the Motion to be impressed with merit. After a careful consideration of the allegations and the evidence

includes shares of stock bonds, debentures, notes, evidences of indebtedness,asset-backed securities,and derivatives.29 or interests in a corporation or in a commercial enterprise or profit making venture and evidenced by a certificate,contract, instruments,and The SRC and the SRC-IRR define securities as shares,participation

Section 8.1 of the SRC expressly provides that securities shall not

26 Id. Annexes "A" and "A-1" 27 Id. Annexes "B" and "B-1" 29 Section 3, SRC; Section 3.1, SRC-IRR. 28 Id. Annexes "C" and "C-1"

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a registration statement be sold or offered3o for sale or distribution within the Philippines without Commission;31 while Section 28 of the SRC which explicitly states that no duly filed with and approved by the

Commission.32 Such unauthorized investment-taking activities also Philippine as a broker or dealer, or act as a salesman, or an associated Consumer Protection Act ("FCPA").33 Relatedly, the Commission has sold in the Philippines,34 implementing requirement person shall engage in the business of buying or selling securities in the person of any broker or dealer unless registered as such with the constitute as investment fraud under the Financial Products and Services recently issued SEC Memorandum Circular No.4, series of 2025 (SEC Rules on Crypto-Asset Service Providers) which requires the prior registration of crypto-asset securities that will be offered, marketed or the foregoing statutory

individuals involved in these activities,are essential due to the significant The registration and regulation of securities, as well as the

public interest inherent in such transactions. Thus,the offer or sale of

protect the investing public35 from any act that constitutes a violation of unregistered securities and the acts of persons in dealing with the same of the SRC, which warrant the imposition of the appropriate the provisions of the SRC and the SRC-IRR, thus: without the requisite license, constitute a violation of Sections 8 and 28 administrative and criminal actions.This notwithstanding, Section 64 of the SRC grants the Commission the power to issue a CDO motu proprio to

SEC.64.Cease and Desist Order. -64.1.The Commission,after proper investigation or verification, motu proprio, or upon verified complaint by any aggrieved party,may issue a cease and desist order without

the following modes shall be presumed to be a public offering: 30 Rule 3.1.17 of the SRC-IRR providesPublic offering is any offering of securities to the public or to anyone, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of XXX

3.1.17.2 Presentation in any public or commercial place:

3Section 8.Requirement of Registration ofSecurities8..Securities shall not be sold oroffered for sale engage in the business of buying or selling securities in the Philippine as a broker or dealer, or act as a 34 See Sections 6 and 7 35The law is clear on the point that a cease and desist order may be issued by the SECmotu proprio,it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is also not fraud or grave or ireparable injury to investors. There is a good reason for this provision, as any delay in the to protect.Primanila Plans v. Securities and Exchange Commission, G.R.No. 193791,02 August 2014 or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission. Prior to such sale, information on the securities, in such form and with such substance as the Commission may prescribe,shall be made available to each prospective purchaser." 32Section 28. Registration of Brokers,Dealers, Salesmen and Associated Persons.28.1.No person shall Salesman, or an associated person of any broker or dealer unless registered as such with the Commission. required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail restraint of acts that yield such results can only generate further injury to the public that the SEC is obliged 33 Republic Act No.11765 [Per J. Reyes, First Division]). 3.1.17.3 communications, communication(Emphasis supplied Advertisement information or announcement in communication technology or radio, televisiontelephone, any other forms electronic of

Trading Point Holdings Limited,et al. CEASE AND DESIST ORDER ECCD0 Case No.10-25-126 In the matter of. Page 8 of 9

is otherwise likely to cause grave or irreparable injury or prejudice to the investing public. (Emphasis supplied) the necessity of a prior hearing if in its judgment the act or practice, unless restrained, will operate as a fraud on investors or

offering and selling unregistered securities in the Philippines without the requisite license in violation of Sections 8 and 28 of the SRC,the issuance of a CDO is therefore warranted for the protection of the investing public as it operates as a fraud on investors.36 Considering that XM was shown, by substantial evidence, to be

ordered to IMMEDIATELY CEASE AND DESIST from further engaging in the unlawful and unauthorized offer and/or sale of securities and/or any LIMITED,XM,XM GLOBAL LIMITED,and XM PHILIPPINES are hereby other similar or related acts until the requisite registration statements are duly filed with and approved by the Commission and the corresponding license and/or permit to offer or sell securities are issued. WHEREFORE,premises considered,TRADING POINT HOLDINGS

enablers, influencers, assigns, conduit entities, subsidiaries, and any and PHILIPPINES,its officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, all persons claiming and/or acting for and in their behalf are likewise transactions and investment scheme covered by this Cease and Desist Order. directed to immediately CEASE their internet presence relating to the TRADING POINT HOLDINGS LIMITED,XM,XM GLOBAL,and XM

transferring, disposing, or conveying in any other manner, any and all PHILIPPINES,or any of its officers, representativesagents, and any assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have any interest, claim or custody, immediately to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of HOLDINGS LIMITED, XM, XM GLOBAL LIMITED, and XM persons acting for and on their behalf, from transacting any and all business involving the funds in its depository banks, and from participation whatsoever, whether directly or indirectly, under their the investors without authority from the Commission. Finally, the Commission hereby PROHIBITS TRADING POINT

posting of this Cease and Desist Order in the Commission's website. The EIPD of the Commission is hereby DIRECTED to cause the

3 The act of selling unregistered securities would necessarily operate as a fraud on investors as it securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEC may prescribe, shall be made available to each prospective buyer.(Securities and Exchange Commission vs.CJH Development Corp.G.R.No.210316,November 28.2016 deceives the investing public by making it appear that respondents have authority to deal on such

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The EIPD is FURTHER DIRECTED to submit a formal compliance report,by way of a pleading to the Commission En Banc within ten (10 days from receipt of this Cease and Desist Order.

and Monitoring Department, Markets and Securities Regulation Department, Corporate Governance and Finance Department and the Let a copy of this Order be furnished to the Company Registration

Information and Communications Technology Department of this Commission,the Bangko Sentral ng Pilipinas, the Department of Trade

Information and Communications Technology. and Industry, the National Privacy Commission, and the Department of

Respondents may file a verified Motion to Lift the CDO with the Part II,Rule IV,Section 4-3 of the 2016 Rules of Procedure of the SEC,the In accordance with the provisions of Section 64.3 of the SRC,and

Commission En Banc thru the Office of the General Counsel, within five (5days from receipt of this Order.

FAIL NOT UNDER PENALTY OF LAW

SO ORDERED.

Makati City, Philippines.

FRANCIS ED.LIM Chainperson

JAVEY PAULD.FRANCISCO KARLO S.BELLO

Commissioner Commissioner

MCJILL BRYANT T.FERNANDEZ ROGELIO V.QUEVEDO

Commissioner Commissioner