XIAN COIN (XNC)

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

IN THE MATTER OF:

XIAN COIN (XNC)

-versus- SEC CD0 CASE NO. 11-21-073

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT, Movant.

CEASE AND DESIST ORDER

This resolves the Motion for Issuance of a Cease and Desist Orderi (the

selling and/or offering for sale XNC which are securities in the form of investment until the requisite registration statements are duly filed with and approved by the popularly known as XIAN GAZA, the representatives, salesmen, solicitors, agents, their behalf, to immediately cease and desist from further engaging in activities of Commission and the corresponding permits to offer/sell securities are issued. praying that an Order be issued by the Commission (a) directing XiAN COINS (XNC), its owner and founder, CHRISTIAN ALBERT SORIANO GAZA (Mr. GAZA) who is also uplines, enablers, influencers, and any and all persons claiming and acting for and in contracts, and cease its internet presence relating to its stated investment activities "Motion") filed by the Enforcement and Investor Protection Department (EIPD).

its depository banks, and from transferring, disposing, or conveying in any other Commission, XNC or any of its officers, representatives, salesmen, and agents be immediately prohibited from transacting any and all business involving the funds in The EIPD also prayed that, unless the appropriate authority is granted by the

participation whatsoever, whether directly or indirectly, under their custody, to preservation of the assets for the benefit of the investors manner, any and all assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have any interest, claim or forestall grave damage and prejudice to all concerned and to ensure the.

Dated on 3 November 2021 PAGE THE DOCUMENTS ON RECORD CERTIFIFDTRUECOPY O 13 PAGES

BY

SEC CDO Case No.11-21-073 Cease and Desist Orde XIAN COINS (XNC Page 2 of 13

RELEVANT FACTS

registered with the Bangko Sentral ng Pilipinas as a Virtual Asset Service Provider Service Providers as of 30 September 2021. 2 ("VASP") under Circular No. 1108. Series of 2021 or the Guidelines for Virtual Asset XNC is an entity that is not registered with the Commission. It is also not

information regarding the alleged solicitation activities of XNC which prompted the Code ("SRC")3, Revised Corporation Code of the Philippines (RCC) and such other rules and regulations administered and implemented by the Securities and EIPD to investigate the matter for possible violations of the Securities Regulation Exchange Commission ("Commission").4 Beginning December 2020, the EIPD received numerous reports and

powered by the Etherium Blockchain that is exclusively traded by its coin holders. It bank which facilitates exchange of coins to Xian Coin, Colombian Peso, Mexican Peso, is allegedly owned and issued by Xian Coin Crypto Bank, a virtual cryptocurrency Brazilian Real, Peruvian Sol and Philippine Peso. The EIPD also found that the Based on the investigation of the EIPD, XNC is a centralized digital currency

and untraceable financial payment system that will power transactions and primary function of XNC, as claimed by the latter, is to create a powerful, unregulated businesses across geographical spheres. XNC and Xian Coin Crypto Bank are entities under Philippine Pacific Holdings Co., Ltd. ("PPHC")5 which allegedly, is a duly- registered holding company in the kingdom of Thailand with Company Registration No. 0105564059726.6

the public to invest in its digital currency, claiming that the holders of XNC are guaranteed of price stability and appreciation of value due to the fact that it is taking advantage of a single, centralized supply chain. In support thereof XNC claims that it and/or group of persons acting for and/or representing XNC are allegedly enticing The EIPD investigation likewise revealed that Xian Gaza, other individuals

limited global supply of 75 million XNCs. is independently controlled by the virtual crypto currency bank of Xian Gaza with a

Further, the EIPD conducted an online search using Facebook and YouTube to check the veracity of the information received from the public about the business operations of XNC. Relative thereto, the EIPD found and was able to get evidence showing XNC's online presence where it is able to promote, solicit, and entice the public to invest in XIAN Coins. Screenshots of relevant online posts of XNC in social media, and its promotional videos online were submitted as attachments to support the allegations in the Motion.

2 Annex A of the Motion 4 Motion dated 3 November 2021 3 R.A. No. 8799 CERTIFIFD TRUE COPYOI SH OG

Ibid.AnnexF. THE DOCUMENTS ON RECORI Ibid.AnnexG-1. PAGE M

s

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 3 of 13

As illustrated in the Roadmap posted on its website, XNC was officially established/launched on July 2020. In August 2020, it conducted its pre-IC0 subscription which started at Php 40.00 for one (1) Xian Coin or XNC. During its October 2020 ICO proper, the price of XNC rose to Php 50.00/coin. The price of XNC allegedly continued to rise and reached as high as P105/coin on June 2021 from just P60.00/ coin on February 2021.7

provides for the following steps/processes that must be complied with: For a prospective investor to purchase/invest in Xian Coins, the XNC website

I Download the MEW WALLET - ethereum wallet app on Google

Play Store and Apple Play Store;

Message your FIRST NAME and HOMETOWN to NYEAM VLOGS page (www.facebook.com/NYEAMVLOGS);

3 Go to XIAN GAZA Facebook group and wait for your FIRST NAME

AND HOMETOWN to be posted in the comment section of XIAN COIN CHAT AUTHENTICATOR pOst;

4 Once you have seen your FIRST NAME AND HOMETOWN in the

may now ask the page admin for the GCASH ACCOUNT or BANK inform the page admin how many coins you would like to buy; comment section of the XIAN CHAT AUTHENTICATOR post, you ACCOUNT DETAILS on where you will transfer your funds, and

5. Once you have transferred your funds via GCASH and BANK

admin page; TRANSFER you can take screenshots as proof and send to the

6. Fill out the XIAN COIN INFO SHEET to be provided by the page

admin and send together with 1 valid government issued ID; and

1 Go and join the official Facebook group that will be given to you by the admin page.

SEC OG CERTIFIFD TRUE COPYOI THE DOCUMENTS ON RECORD Ibid. Annex "H." PAGL N PAGF

SEC CDO Case No.11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 4 of 13

Certifications from the Company Registration and Monitoring franchise as a corporation or partnership, has not been issued any secondary license to operate as a broker/dealer of securities, and is not a the SRC, or of mutual funds, including exchange traded funds, (CGFD) and the Markets and Securities Regulation Department (MSRD)] registered issuer of any securities pursuant to Sections 8 and 12 of membership certificates, and time shares. Department (CRMD), the Corporate Governance and Finance Department of the Commission showing that XNC has not applied for a primary As part of its investigation, the EIPD also secured

warning the public not to invest or stop investing in any scheme offered by XNC and/or such other entities engaged in similar activities or initial individuals or group of persons soliciting investments for and on behalf of XNC.8 coin offerings and digital asset trading which are not registered with the Commission and the BSP, and to exercise caution in dealing with any On 2 June 2021, the Commission issued an Advisory informing and

XNC in exchange for not attacking his businesses.9 receive reports, and even a complaint, about XNC's sale, solicitation and offer of investments to the public, and found that XIAN GAZA even published online false and misleading information to the effect that the Commission has agreed to receive the amount of 10% of the total sales of However, notwithstanding the foregoing, the EIPD continued to

its investment-taking and solicitation activities, and to provide a platform where its investors could buy and sell XIAN Coins.11 XNC managed to create a new website in order to continue and promote The EIPD also discovered10 that since the issuance of the Advisory,

ISSUE

Warranted based on the findings and evidence presented by the EIPD. Whether the issuance of a Cease and Desist Order against XNC is

RULING

same. The Commission finds merit in the Motion and hereby grants the

I1 Paragraph I 8 of Motion dated 3 November 2021. 8 Annex "of Motion dated 3 November 2021. Ibid. Annex "K" and "L." t0 https://xncasia.com/ CERTITEDTRUF COPYOR SHC O

THE DOCUMENTS ON RECORD

PAG FAGE

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 5 of 13

The EIPD was able to establish by substantial evidence that XNC is offering and/or selling securities to the public in the form of investment contract and digital currency denominated as XIAN Coins without the requisite license from the Commission.

XIAN Coins are securities in the form

sells or offers to the public. of investment contracts which XNC

functions either as (1) a medium of exchange, and/or (2) a unit of 2 digital representation of value that can be digitally traded and XIAN Coins are considered "virtual currency" which is defined as

account; and/or (3) a store of value, but does not have legal tender status in any jurisdiction. It is not issued or guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is thus distinguished from fiat currency (a.k.a. "real currency," "real money," or "national currency"), which is the coin and paper money of a country that is designated as its legal tender, circulates, and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is a digital representation of fiat currency used to electronically transfer value denominated in fiat currency. 12

the general term "digital asset" or "digital token" which generally refers to an asset issued and/or transferred using distributed ledger or blockchain technology.13 A blockchain or distributed ledger is a peer-to- Virtual currencies, cryptocurrencies, digital coins are included in

also be represented on the same blockchain.14 packages. Blockchains typically employ a consensus mechanism to peer database, spread across a network of computers that records all asset trading platforms in exchange for other digital assets or fiat currency. Some digital assets are "native tokens" which means that they are represented on their own blockchain, though other digital assets may transactions in a theoretically unchangeable, digitally recorded data validate transactions, which aims, among others, to achieve an agreement on data value on the state of ledger. They are usually traded on a digital

that "securities law may apply to various activities, including distributed The US SEC, in its investigative report15 on "The DAO" case, stressed

12 Financial Action Task Force (FATF) Report, Virtual Currencies, Key Definitions and Potential 13 US SEC vs. Ripple Labs, Inc., December 22, 2020 14 Ibid. Ripple Labs, Inc. l5 July 25,2017 AML/CFT Risks,FINANCIAL ACTION TASK FORCE (June 2014),http://www.fatf gafi.org/media/fatf/documents/reports/Virtual-currency-key-definitions-and-potentialaml-cft-risks.pdf. PAGE THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OL SECOGC U PAGES

V

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS (XNC Page 6 of 13

ledger technology, depending on particular facts and circumstances, without regard to the form of the organization or technology used to effectuate a particular offer or sale." The US SEC further stated that "the automation of certain functions through this technology, "smart contracts, 1 or computer code, does not remove conduct from the purview of the U.S. federal securities laws.16 It then concluded that the offering of DAO tokens and the rights bestowed on the holders qualified them as securities in the form of investment contracts.

In the context of the foregoing, it becomes imperative to examine how XIAN Coins are used and/or intended to function by XNC to determine if the same can be considered securities as defined in Section 3.1 of the Securities Regulation Code (SRC), to wit:

"Section 3 Definition of terms. -

3.1. Securities are shares, participation or interests in a corporation or in a commercial enterprise or profit-making

whether written or electronic in character. It includes: venture and evidenced by a certificate, contract, instrument,

XXX

participation in a profit-sharing agreement, certificates of deposit for a future subscription; xxx" (Emphasis supplied) (b)Investment contracts, certificates of interest or

SRC ("SRC IRR") defines an investment contract as follows: Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the

whereby a person invests his money in a common enterprise and is led to exist when a person seeks to use the money or property of other persons on the promise of profits. to expect profits primarily through the efforts of others. It is presumed "An investment contract means a contract, transaction or scheme

investors "pool" their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's commission." A common enterprise is deemed created when two (2) or more

Initial Coin Offering (ICO) involving XIAN Coins which it claimed has At the outset, the Commission notes that XNC has carried out an

16 4 See SEC v. C.M. Joiner Leasing Corp., 320 U.S. 344, 351 (1943) ("[T]he reach of the [Securities] Act U.S. 5661(1990Congress purpose in enacting the securities Iws was to regulate investments, in does not stop with the obvious and commonplace. Novel, uncommon, or irregular devices, whatever they! appear to be, are also reached if it be proved as matter of fact that they were widely offered or dealt in under terms or courses of dealing which established their character in commerce as "investment contracts," or as 'any interest or instrument commonly known as a 'security'."); see also Reves y._Ernst.&-Young, 494 whatever form they are made and by whatever name they are called. CERTIFIED TRUF COPYOI

PAG THE DOCUMENTS ON RECORD 3

SEC CDO Case No.11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 7 of 13

facilitated the continued rise in the value thereof. Considering that an ICO is a method used by entities/companies to raise funds, XIAN Coins thus represent a stake in XNC or a specific project thereof, or may have some utility in using the product or service that XNC is offering. It is in this

investment contract, and therefore a security, because the XIAN Coins context that the Commission classifies and holds that the ICO of XNC is an being offered represent an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others. Moreover, the Commission's finding that XIAN Coins are securities is supported by the fact that XNC, the ICO promoter, is primarily responsible for the ongoing development, operation and issuance of the coin, or acts to limit the supply to support the price.17 promotion of the coin, and has admitted that it controls the creation or

investment contract as a contract or scheme for the placing of capital or laying out of money in a way intended to secure income or profit from its employment.18 Investment contracts have been used and adopted in various situations where individuals were led to invest money in a In the case of SEC vs Howey Co., the US Supreme Court defined an

through the efforts of the promoter or of someone other than themselves.19 common enterprise with the expectation that they would earn a profit

regardless of the legal terminology used, partakes of the nature of an and discuss the Howey Test20 in determining if an investment scheme, investment contract, thus: In 2008, the Philippine Supreme Court had the occasion to apply

laws in existence prior to the adoption of the Securities Act. Thus, it ruled congressional intent to cover a wide range of investment transactions. It established a test to determine whether a transaction falls within the recognizing that the term "investment contract" was not defined by the Act or illumined by any legislative report, held that "Congress was using a term whose meaning had been crystallized" under the state's "blue sky" that the use of the catch-all term "investment contract" indicated a contract under R.A. No. 8799. Our definition of an investment contract traces its roots from the 1946 United States (US) case of SEC v. W.J. Howey Co. In this case, the US Supreme Court was confronted with the issue of whether the Howey transaction constituted an "investment contract" under the Securities Act's definition of "security." The US Supreme Court. "It behooves us to trace the history of the concept of an investment

17 See Par. 8 and Annex "E" of the Motion 19 Ybid. Although the definition as stated in the Howey Case qualified that the carning of profit was expected 20 SEC vs. Howey Co., 328 U.S. 293 (1946). 18 328 U.S. 293 (1946) to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced the qualifier with "primarily", acknowledging that an investment contract may still be present where the individual who placed the money exerted a small amount of effort in an attempt to earn the profitss+ CERTIFIFDTRUF COPY'OI OG

THE DOCUMENTS ON RECORD PAGH Paci

X

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS (XNC Page 8 of 13

Scope of an "investment contract." Known as the Howey Test, it requires investment of money, (2) in a common enterprise, (3) with the expectation of profits, (4) to be derived solely from the efforts of others. Although the a transaction, contract, or scheme whereby a person (1) makes an

regardless of whether its issuer was engaged in fraudulent practices."21 proponents must establish all four elements. the Us Supreme Court principle, one that is capable of adaptation to meet the countless and stressed that the Howey Test "embodies a flexible rather than a static yariable schemes devised by those who seek the use of the money of others n the promise of profits." Needless to state, any investment contract covered by the Howey Test must be registered under the Securities Act, (Emphasis ours)

with the finding of EIPD, and holds that XNC is engaged in the sale and/or offer of securities in the form of investment contracts. Applying the Howey Test to the instant case, the Commission agrees

There is investment of money

investors actually invested money to acquire XIAN Coins. purchase XIAN Coins. The complaint received by the EIPD shows that First, investors part with their money when they invest in or

The money is placed in a common enterprise

aimed at promoting both XNC's purported trading platform and XIAN investors. Coins to ensure that its value will continue to rise and thus attract more Second, investors of XIAN Coins invested in a common enterprise

There is expectation of return

investment largely because Xian Gaza and/or XNC promised and assured them that its value is certain to go up. In fact, we find in the website of XNC an express representation that the value of XIAN Coins has steadily increased and has reached P105.00/unit as of June 2021 from P40.00 in August 2020. Third, investors of XIAN Coins expect to profit from their

Profits are derived primarily through the effort of others

entrepreneurial and managerial efforts of Xian Gaza, XNC, agents or representatives who, through the use of their Facebook accounts22 and Lastly, the expectation of profits is derived primarily from the

21 Power Homes Unlimited Corp. v. Securities and Exchange CommissionG.R.No.164182,February 26, 22 See Par. 4 of the Motion 2008 PAGL THE DOCUMLATS ON KELORD CERTIFIFD TRUCOPYO Y blf o 3

SEC CDO Case No.11-21-073 Cease and Desist Order XIAN COINS (XNC Page 9 of 13

social media platforms, continue to entice the public to invest in and buy XIAN Coins and earn guaranteed returns.

XNC is offering Securities to the Public in the Philippines without license from the Commission

within the Philippines without a Registration Statement duly filed with Section 8 of the SRC specifically proscribes the offering of securities

and approved by the Commission, thus:

within the Philippines, without a registration statement duly filed as the Commission may prescribe, shall be made available to each 8.1 Securities shall not be sold or offered for sale or distribution with and approved by the Commission. Prior to such sale, information on the securities, in such form and with such substance prospective purchaser." "Sec.8. Reguirement of Registration of Securities.

Relative thereto, Rule 3.1.17 of the 2015 Implementing Rules and Regulations of the SRC defines "Public Offering" as:

Any solicitation or presentation of securities for sale through any of "[A]ny offering of securities to the public or to anyone, whether solicited or unsolicited. the following modes shall be presumed to be a public offering: 2 3 1 Publication in any newspaper, magazine or printed reading material which is distributed within the Philippines; communication technology or other forms of communication; Presentation in any public or commercial place; Advertisement or telephone, electronic announcement on radio, television. communications. information

Distribution and/or making available flyers, brochures or any prospective purchasers through the postal system. information communication technology and other means of information distribution." (Emphasis supplied) offering material in a public or commercial place or to O

Coins to the public using its website and the social media, specifically the following: In the instant case, the records show that XNC is offering XIAN

(2 (1 ( 3 https://www.facebook.com/NYEAMVLOGS);and www.facebook.com/groups/carefundasia; https://www.myetherwallet.com; Xian https://xncasia.com. Gaza Facebook group SiC O or

CERTIFHD TRUE COPY O TUED DCUMENTS ONRECORD PAGI

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS XNC Page 10 of 13

The transcript23 of the video of Xian Gaza posted on Facebook (which is now available in YouTube) will readily show that the offer of securities is being carried out with the promise of large return of investment. Investors are being lured to buy Xian Coins because there is a guarantee that its value is steadily rising, and may even become double or triple after a few months or years.

Rule 3.1.17 and thus requires a registration statement duly approved by The foregoing constitutes public offering as defined under SRC

the Commission before the same can be lawfully undertaken. Considering that XNC has not secured a license from the Commission, its act of offering securities to the public thus constitutes a clear violation of Section 8 of the SRC.

The issuance of a CDO is warranted by the circumstances and evidence presented by the EIPD

Section 64.1 of the SRC provides that the Cease and Desist Order may be issued without necessity of a prior hearing if the act or practice will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public, thus:

"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 investing public." 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

requirements that must be complied with before a cease and desist Under the afore-quoted provision, there are two (2) essential

investing public.24 order can be validly issued: First, a proper investigation or verification was conducted; and Second,there must be a finding that 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

After a careful review of the records of the case, the Commission

24 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No154131 23 Annex M of the Motion July 20, 2006. FurI CERTIFIFDTRUE COPYO UMLNTSON RLCORD

PG 3 AGY

SEC CDO Case No. 11-21-073 Cease and Desi'st Order XIAN COINS (XNC Page 11 of L3

finds and so holds that the EIPD was able to fully comply with the requirements prescribed by law. The EIPD conducted an independent investigation which resulted in the gathering and submission of information and substantial evidence that supported its Motion.

unregistered securities, operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable injury or prejudice to the investing public. The issuance of a CDO is thus in order. This finds support in Securities and Exchange Commission vs. CJH Development Finally, the act of XNC in selling/offering XIAN Coin, an

Corp.25 where the Supreme Court categorically held that:

is also not required whenever the Commission finds it appropriate 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 "The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing to issue a cease and desist order that aims to curtail fraud or grave or irreparable injury to investors. There is good reason for this to protect.

available to each prospective buyer." (Emphasis supplied) as a fraud on investors as it deceives the investing public by making it appear that respondents have authority to deal on such securities. 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 The act of selling unregistered securities would necessarilv operate 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

duly filed with and approved by the Commission, and the corresponding license and/or permit to offer/sell securities are issued. owner and founder, CHRISTIAN ALBERT SORIANO GAZA; representatives, salesmen, solicitors, agents, uplines, enablers and influencers, and any and all persons claiming and acting for and in their behalf, are hereby directed to IMMEDIATELY CEASE AND DESIST from further engaging in, promoting and facilitating selling and/or offering for sale securities in the form of investment contracts and/or other activities/transactions, until the requisite registration statements are WHEREFORE, premises considered, XIAN COINS (XNC); its

SORIANO GAZA; representatives, salesmen, solicitors, agents, uplines, enablers and influencers, and any and all persons claiming and acting for XIAN COINS; its owner and founder, CHRISTIAN ALBERT

25 G.R. No. 2103 16, November 28, 2016. THE DOCUMENTS ON RECORD CERTTIED TRUE COPY O SFC OGC

SEC CDO Case No.11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 12 of 13

and in their behalf, are likewise directed to CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The Commission will institute the appropriate administrative and criminal action against any persons or entities found to act as solicitors, information providers, salesmen, agents, brokers, dealers or the like for and on their behalf.

Finally, the Commission hereby PROHIBITS XIAN COINS and CHRISTIAN ALBERT SORIANO GAZA its partners, operators, directors, officers, salesmen agents, representatives, promoters, and all persons, conduit entities and subsidiaries claiming and acting for and on its behalf from transacting any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying in any manner, all assets, properties, real or personal, including but not limited to bank deposits, of which the named persons herein may have any interest, claim or participation whatsoever, directly or indirectly. under its/their custody, to ensure the preservation of the assets for the benefit of the investors.

The EIPD of the Commission is hereby DIRECTED to cause (@) the posting of this Order in the Commission's website and (b) the publication of the same in a newspaper of general circulation as provided for under Section 4-2, Rule IV, Part I of the 2016 Rules.

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

Governance and Finance Department, and the Information and Company Registration and Monitoring Department, Corporate Communications Technology Department of this Commission, the Bangko Sentral ng Pilipnas, the Department of Trade and Industry, the National Privacy Commission, the Department of Information and Communications Technology, and the Securities and Exchange Let a copy of this Cease and Desist Order be furnished to the

Commission, Thailand, for their information and appropriate action.

Section 4-3 of the 2016 Rules of Procedure of the Commission, the parties In accordance with the provisions of Section 64.3 of the SRC and

must be filed to the Commission En Banc through the Office of the General subject of this CDO may file a verified motion to lift the CDO within five (5) days from receipt or from posting thereof. The Motion to Lift the CDO

Counsel.

FAIL NOT UNDER PENALTY OF LAW THE DOCUMENTS ON RECORD CERTIFIEDTRUECOPYOL SE OG

AGE V

SEC CDO Case No. 11-21-073 Cease and Desist Order XIAN COINS (XNC) Page 13 of 13

SO ORDERED.

Pasay City, Philippines; 16 November 2021.

MM EMILIO B. AQUINO Chairpgrson

EPHYROLUIS B.AMATONG Commissioner Aw JAVEYPAUL D.FRANCISCO Commissioner

KEWIN LESTER K. LEE KARLQ S.BELLO

Commissioner Commissjoner

S( OG CERTIFIED TRUE COPY O THE DOCUMENTS ON RECORD PAGE 3 PAGL

B