MITRADE, MITRADE INTERNATIONAL LTD., MITRADE HOLDING LTD., MITRADE EU LIMITED, MITRADE GLOBAL PTY LTD., AND MITRADE-PH

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

IN THE MATTER OF

MITRADE, MITRADE INTERNATIONAL HOLDING MITRADE LTD. LTD. MITRADE EU LIMITED, MITRADE GLOBAL PTY LTD. and MITRADE-PH SEC CDO CASE NO.09-25-125

ENFORCEMENT AND INVESTOR Promulgated:28 October 2025

PROTECTION DEPARTMENT, Movant. N

CEASE AND DESIST ORDER

referred to collectively as "MITRADE"), together with their respective agents, uplines, influencers, endorsers, abettors, and enablers, including derivatives for want of the requisite license(s). LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH (hereinafter officers, directors, operators, promoters, representatives, salesmen conduit entities,subsidiaries,and affiliates who are claiming and acting for and on their behalf (collectively referred to as the Agents"),to immediately cease and desist from engaging in the unauthorized offer and/or sale in the Philippines of unregistered securities in the form of Cease and Desist Order (CDO) be issued directing MITRADE,MITRADE INTERNATIONAL LTD., MITRADE HOLDING LTD., MITRADE EU Desist Order (the Motion) filed by the Enforcement and Investor Protection Department (EIPD) on 05 September 2025,praying that a Before this Commission is the Motion for Issuance of a Cease and

immediately cease and desist from transacting the funds in their depository banks and/or from transferring, disposing, or conveying in 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 for the benefit of investors.1 The EIPD also prayed that MITRADE and its Agents be directed to

1 Motion for Issuance of Cease and Desist Order filed 05 September 2025

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.,MITRADE HOLDING LTD MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No.09-25-125 Cease and Desist Order Page 2 of 10

THE RELEVANT FACTS

To address the rampant online investment scams in the Philippines,the EIPD carried out an online sweep of websites and social media platforms pursuant to its mandate, where it identified and

the form of derivatives, among others, through its website (URL: https://www.mitrade.com/en) and social media page on Facebook.2 observed MITRADE to be offering and selling unregistered securities in

company that provides investors with a trading platform that facilitates the trading of financial products, including but not limited to, foreign exchange (Forex),indices, commodities,shares of stock,and exchange traded funds (ETFs).MITRADE operates through the following entities: MITRADE INTERNATIONAL LTD., MITRADE HOLDING LTD., MITRADE MITRADE represents itself to the public as a financial technology

EU LIMITED,and MITRADE GLOBAL PTY LTD.3

On the basis of these initial observations, the EIPD conducted a motu proprio formal investigation on the operations, transactions,and activities of MITRADE for possible violations of the Securities Regulation Code (SRC) and its Implementing Rules and Regulations (the"SRC-IRR)

The EIPD found that the MITRADE brand is jointly used by the

Cayman Islands Monetary Authority (CIMA);4 (b) Mitrade Global PTY following entities:(a Mitrade Holding Ltd.an entity registered with the Ltd., an entity registered with the Australian Securities and Investment Commission (ASIC);5 (c Mitrade EU Ltd., an entity registered with the Cyprus Securities and Exchange Commission (CySEC); and (d) Mitrade

was found to be the issuer of the financial products which are available Services Commission (FSC).7 Of the said entities, Mitrade Holding Ltd on the MITRADE website. International Ltd., an entity registered with the Mauritius Financial

2 Ibid. at Annex "A". 3 Ibid. at pars. I and 2. 4 Securities Investment Business (SIB) License No. 1612446. Australian Financial Services (AFSL) License No.398528 Ibid. at pars. 7 to 9. FSC License No. GB20025791. Registered as Cyprus Investment Firm (CIF) under License No. 438/23.

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.MITRADE HOLDING LTD., MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.,and MITRADE-PH SEC CDO Case No. 09-25-125 Cease and Desist Order Page 3 of 10

and services in the Philippines which include, among others, Forex trading,indices,commodities,ETFs trading,and contracts for difference (CFDs). Investors in the Philippines can access and utilize the MITRADE trading platforms by simply creating an account through its website (URL: https://www.mitrade.com/en) or through its mobile applications, which can be downloaded from the Apple and Google Play Stores and are The EIPD was able to confirm that MITRADE is offering products

shown below, to wit:

TMTRADE MTRADE Forex Trading L

About Mitrade 1.13140

MTRADEI

Indices Tradir Commodities Tradir

Indice

B D E F

2 B P S 3 C

MTRADE

ETFs Trading FDs Trading T

Share

E

E G

Id. at pars.10 and 24.

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.MITRADE HOLDING LTD MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.,and MITRADE-PH SEC CDO Case No. 09-25-125 Cease and Desist Order Page 4 of 10

m 2

P

E 0

USCI Gold and mor

needs to fund the same for it to be activated. The trading activities as well in their respective accounts through the MITRADE platform.9 as the earnings/losses of investors/traders can be accessed by the latter After opening an account, the investor-trader in the Philippines

rewards if they continue to trade and participate in its promotional activities.11 A screenshot of the New Trader Reward which the EIPD MITRADE platform, MITRADE has implemented a rewards system which renders investors eligible for the New Trader Reward in the amount of One Hundred US Dollars(US$100.00) if they fund their MITRADE account within seven (7) days from registration;1o and grants investors other presented in support of its Motion is shown below: To entice investors in the Philippines to invest/trade using the

Id. at pars. 11-12. 1 Id. at pars. 13 and 26. 1 Id. at par. 13 (see Annexes "T" to "I-5" of Annex "A").

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.,MITRADE HOLDING LTD. MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No.09-25-125 Cease and Desist Order Page 5 of 10

Y

USD100

9F

Moreover, MITRADE's Client Agreement12 and Risk Disclosure Statement,13 which are accessible in its official website, affirm

Philippines, which include derivatives and CFDs,14 and services allowing MITRADE's unauthorized offer/sale of unregistered securities in the the trading of Forex, indices, commodities,and ETFs by investors in the Philippines. A screenshot of MITRADE's website which was attached to the Motion further affirms the findings of the EIPD, to wit

MTRA Commodities 2T Indice Forex Trading

Fore 3

w W R

13 Id. at Annex "C". 12 Id. at Annex "B" 14 Par. 17 of the Client Agreement provides:Contingent Liability Investment Product is an over-the- of money (profit), or has to pay an amount of money (loss), resulting from movements in the price or value of an Underlying Instrument or security (without actually owning that Underlying Instrument or security. counter derivative product comprising an agreement under which one party is entitled to be paid an amount

Financial Productincludes the Contingent Liability Investment Product issued by Mitrade.

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.MITRADE HOLDING LTD MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No.09-25-125 Cease and Desist Order Page 6 of 10

through paid sponsored advertisement on Facebook Philippines under Additionally, MITRADE actively promotes its trading platform

logo and contains a direct link to MITRADE's official website (URL: the account name MITRADE-PH.MITRADE-PH uses MITRADE's official direct access thereto, thus:15 https://www.mitrade.com/en) which provides the investing public

y up to date w

To support its allegation that MITRADE is engaged in unauthorized sale/offer of unregistered securities,the EIPD attached to its Motion the Certifications issued by the Commission's Company Registration and Monitoring Department (CRMD), Corporate Governance and Finance

corporation or as a partnership16 and have not been issued a secondary GLOBAL PTY LTD., and MITRADE-PH are not registered either as a LTD., MITRADE HOLDING LTD., MITRADE EU LIMITED, MITRADE license to act as a broker or dealer of securities.17 Department (CGFD),and Markets and Securities Regulation Department (MSRD),which all certified that MITRADE,MITRADE INTERNATIONAL

public against investing in, or dealing with MITRADE. The Advisory On 28 September,the Commission issued an Advisory,warning the

emphasized that MITRADE's registration/licenses obtained from foreign

15 Id. at pars. 28-29. 16 Id. at par.30 and Annexes Fto F-1 17 Id. at pars. 16 and 31.(see Annexes D to D-1 andE-E-2

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.,MITRADE HOLDING LTD. MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No. 09-25-125 Cease and Desist Order Page 7 of 10

jurisdictions do not authorize it to offer/sell securities in the Philippines without the requisite license from the Commission.

ISSUE

Whether the allegations and the evidence presented by the EIPD Warrant the issuance of a CDO.

RULING

The Commission finds the Motion meritorious.

The SRC and the SRC-IRR define securities as shares,participation

indebtedness, asset-backed securities, and derivatives.18 making venture and evidenced by a certificate, contract, or instruments or interests in a corporation or in a commercial enterprise or profit- and which include shares of stock,bonds,debentures,notes,evidences of

license from the Commission to engage in the business of buying/selling Philippines; while Section 28 of the SRC prohibits any person without the Commission before they are offered2/sold to the public in the securities in the Philippines.21 Relatedly, the Commission has recently Section 8.1 of the SRC19 requires all securities to be registered with

issued SEC Memorandum Circular No.4,series of 2025 (SEC Rules on

crypto-asset securities that will be offered, marketed or sold in the Crypto-Asset Service Providers),which requires the prior registration of

ISection 8.Requirement ofRegistration of Securities8.1.Securities shall not be sold or offered for sale the following modes shall be presumed to be a public offering: 18 Section 3 of the SRC and Section 3.1 of the SRC-IRR 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. 20 Rule 3.1.17 of the SRC-IRR provides:Public 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;

2 aSection 28. Registration of Brokers, Dealers, Salesmen and Associated Persons.28.1.No person hall engage in the business of buying or selling securities in the Philippine as a broker or dealer, or act as a salesman, or an associated person of any broker or dealer unless registered as such with the Commission. 3.1.17.3 Advertisement or announcement in radio, television telephone communications, information communication technology or any other communication;" (Emphasis supplied) forms electronic of

In the Matter of MITRADE,MITRADE INTERNATIONALLTD.MITRADE HOLDING LTD MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No. 09-25-125 Cease and Desist Order Page 8 of 10

Philippines,22 implementing the foregoing statutory requirements.

8 of the SRC; and the persons/entities dealing with the same sans the The offer/sale of unregistered securities therefore violates Section

requisite license may be held liable administratively, civilly, and even

motu proprio to protect the investing public23 from any act that Section 64 of the SRC grants the Commission the power to issue a CDO criminally for violation of Section 28 of the SRC. This notwithstanding constitutes a violation of the provisions of the SRC and the SRC-IRR,thus:

investigation or verification, motu proprio or upon verified complaint the necessity of a prior hearing if in its judgment the act or practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.(Emphasis supplied) Section 64.Cease and Desist Order.-64.1.The Commission, after proper by any aggrieved party,may issue a cease and desist order without

of a CDO is therefore warranted for the protection of the investing public as it operates as a fraud on investors.24 be offering/selling unregistered securities in the Philippines without the requisite license in violation of Sections 8 and 28 of the SRC,the issuance Considering that MITRADE was shown,by substantial evidence, to

WHEREFORE, premisesconsidered,MITRADE,MITRADE INTERNATIONAL LTD., MITRADE HOLDING LTD., MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.,and MITRADE-PH,its officers operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, enablers, influencers, assigns conduit entities, subsidiaries, and any and all persons claiming and/or acting for and in their behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from engaging in the unlawful/unauthorized

2 See Sections 6 and 7. 23The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being 24 The act of selling unregistered securities would necessarily operate as a fraud on investors as it may prescribe,shall be made available to each prospective buyer.(Securities and Exchange Commission unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is also not to protect.(Primanila Plans v. Securities and Exchange Commission, G.R.No.210316,28 November deceives the investing public by making it appear that respondents have authority to deal on such 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 vs. CJH Development Corp. (G.R.No.210316,November 28,2016). required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. There is a good reason for this provision,as any delay in the restraint of acts that yield such results can only generate further injury to the public that the SEC is obliged 2016) securities. Section 8.l of the SRC clearly states that securities shall not be sold or offered for sale or

In the Matter of MITRADE,MITRADE INTERNATION MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.,and MITRADE-PH D.,MITRADE HOLDING LTD SEC CDO Case No.09-25-125 Cease and Desist Orde Page 9 of 10

solicitation,offer,and/or sale of securities in the form of derivatives until the requisite registration statement is duly filed with and approved by the Commission.

MITRADE,MITRADE INTERNATIONAL LTD.,MITRADE HOLDING LTD.MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.

representatives, salesmen, agents, investment team planners, mentors, enablers, influencers, assigns, conduit entities, subsidiaries, and any and and MITRADE-PH, its officers, operators, administrators, promoters, directed to immediately CEASE their internet presence relating to the all persons claiming and/or acting for and in their behalf are likewise

transactions and investment scheme covered by this Cease and Desist Order.

MITRADE,MITRADE INTERNATIONAL LTD., MITRADE HOLDING Finally, the Commission hereby PROHIBITS Respondents

LTD., MITRADE EU LIMITED, MITRADE GLOBAL PTY LTD.and MITRADE-PH, its officers, operators, administrators, promoters representatives, salesmen, agents, investment team planners,mentors,

any business involving funds in its depository banks in the Philippines,if enablers, influencers,assigns, conduit entities,subsidiaries,and any and all persons claiming and/or acting for and in their behalf from transacting

and all assets,properties,real or personal, including bank deposits,if any any, and from transferring, disposing,or conveying in any manner, any of which the named persons/entities herein may have interest, claim,or participation, directly or indirectly, under their custody,to ensure the preservation of the assets of the investors.

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

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.

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

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

In the Matter of MITRADE,MITRADE INTERNATIONAL LTD.,MITRADE HOLDING LTD MITRADE EU LIMITED,MITRADE GLOBAL PTY LTD.and MITRADE-PH SEC CDO Case No.09-25-125 Cease and Desist Order Page 10 of 10

Information and Communications Technology, and the relevant local government unit(s) for their information and appropriate action.

In accordance with the provisions of Section 64.3 of the SRC and Part II,Rule IV,Section 4-3 of the 2016 Rules of Procedure of the SEC MITRADE may file a verified Motion to Lift the CDO to the Commission En Banc thru the Office of the General Counsel,within five (5) days from receipt of this Order.

FAIL NOT UNDER PENALTY OF LAW.

SO ORDERED.

Makati City, Philippines.

FRANCISHO ED.LIM Chainperson

JAVEY PAUL D. FRANCISCO KARLO|S.BELLO

Commissioner Commissioner

MCJILLBRYANT T.FERNANDEZ ROGELIO V.QUEVEDO*

Commissioner Commissioner

*On official business.