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  • Obligations of Digital Token Advisor

    • CRA-15.3.6

      A digital token advisor must:

      (a) Ensure that the digital token issuer satisfies all the requirements as applicable for offering of digital tokens;
      (b) Advise and guide the digital token issuer as to its responsibilities and obligations to ensure compliance with the CBB Law, its regulations, resolutions and directives (including these Rules and other applicable Rules of the CBB Rulebook) and all other applicable laws;
      (c) Exercise its own judgment and carry out assessment on the digital token issuer’s compliance with the requirements of Chapter CRA-15 including as to whether the digital token issuer will be able to satisfy the requirement to provide an innovative solution or a meaningful security value proposition;
      (d) Appoint an eligible CBB licensed retail bank for deposit of all funds raised through the digital token issue;
      (e) Submit to the CBB all required information and documentation including the documents required for assessment of the digital token offer, in a timely manner;
      (f) Carry out due diligence on a digital token issuer including:
      (i) Understanding and verifying the business and project of the digital token issuer to ensure that the digital token issuer does not engage in any business practices appearing to be deceitful, oppressive or improper, whether unlawful or not;
      (ii) Conduct background checks on the issuer’s board and senior management to ensure “fit and proper” requirements are met by the digital token issuer;
      (iii) Understand the features of the digital token to be issued by the digital token issuer and the rights attached to it;
      (iv) Assess the digital token issuer’s whitepaper as well as other documents as stated in Chapter CRA-15. In assessing the digital token issuer’s whitepaper as well as other documents, the digital token advisor must ensure that the contents of the aforementioned documents include the information required under Chapter CRA-15 and that its contents are fair, accurate, complete, clear, not misleading and there are no material omissions.
      (g) Disclose to the CBB, without delay, any information or explanations that the CBB may reasonably require for the purpose of verifying any information which should be taken into account in considering an application for registration of a whitepaper; and
      (h) Act as liaison between the digital token issuer and the CBB on all matters arising in connection with the registration of the whitepaper or the trading of the issuer’s digital token on the crypto-asset exchange platform.
      Added: April 2023

    • CRA-15.3.7

      In addition to the obligations set out in Paragraph CRA-15.3.6, a digital token advisor must:

      (a) Make the digital token issuer’s whitepaper accessible to investors through its electronic platform;
      (b) Must make available through its electronic platform all relevant information relating to a digital token issuer including any material changes that are affecting the digital token issuer or the digital token issuer’s project;
      (c) Take reasonable steps in monitoring the drawdowns by digital token issuer and that it has been utilised for the purposes stated in the whitepaper;
      (d) Ensure that its electronic platform is operating in an orderly, fair and transparent manner;
      (e) Have in place rules and procedures for the offering of digital tokens on its electronic platform;
      (f) Ensure that all fees and charges payable are fair, reasonable and transparent;
      (g) Take all reasonable measures to avoid situations that are likely to involve a conflict of interest with the digital token issuer and establish and maintain policies and procedures to effectively and efficiently manage actual and potential conflicts of interest, including the management of non-public material information and conflicts with the digital token issuer;
      (h) Ensure that all disclosures are fair, accurate, clear and not misleading; and
      (i) Provide any information or document to the CBB as it may require.
      Added: April 2023

    • CRA-15.3.8

      A digital token advisor must immediately notify the CBB if any of the following has occurred:

      (a) Any breach of the provisions of the CBB Law, its regulations, resolutions and directives (including these Rules and other applicable Rules of the CBB Rulebook); and
      (b) Any material adverse change to the digital token issuer including, but not limited to, any of the following matters:
      (i) The discovery of a false or misleading statement in any disclosures in relation to the digital token offer;
      (ii) The discovery of any material omission of information that may affect digital token holders; and
      (iii) There is a material change or development in the circumstances relating to the digital token offering or the digital token issuer.
      Added: April 2023