8. Revocation ofRegistration

(a) Without prejudice to theprovisions of the SEC Rules and Regulations, the Commission

may revoke the registration ofa Crowdfunding Intermediary where:

The Commission may cancel orsuspend the registration of a Crowdfunding Intermediary where the intermediarycontravenes any of the provisions of the Act, the rules and regulations, thecode of conduct for capital market operators, is guilty of fraud, repeateddefaults, has been convicted of an offence involving moral turpitude.

9. Change of Structure orCessation of Business Operations

(a)  The Crowdfunding Intermediary shall not change itsownership structure or discontinue the business or operations of a CrowdfundingPortal without the prior approval of the Commission.

(b)  When notifying the Commission of a proposed discontinuationof the business or operations of a Crowdfunding portal, the CrowdfundingIntermediary shall submit a plan for the reasonable conclusion of any of itsongoing operations or processes for the consideration of the Commission;

(c)  Without prejudice to any provisions in this Rule, theCommission may issue a directive or impose any term or condition for the purposesof ensuring the orderly cessation of the business or operations of aCrowdfunding Portal.

10. Action by theCommission in the event of Cessation or Suspension

Without prejudice to thepowers of the Commission pursuant to the Act, where the Commission suspends,cancels or revokes the registration of a Crowdfunding Intermediary, or where aCrowdfunding Intermediary seeks to voluntarily cease operations, the Commissionshall issue directives regarding one or more of the following as may be applicable:

       i.         Ongoingissuances on the portal;

     ii.         Funds heldwith custodians on behalf of Fundraisers;

   iii.         Repaymentto its of investors;

   iv.         Interimmanagement of the operations of the intermediary;

     v.          Such othermatter as the Commission considers necessary in the interest of investors.

PART 3 - OBLIGATIONS OF THE CROWDFUNDING INTERMEDIARY

11. General Obligations

Every CrowdfundingIntermediary shall

1.      disclose and display prominently on its portal, informationrelating to the portal and its use including:

(a)  disclosures of the Fundraisers in respect of:

                          i.    Details ofownership, management and overall controls structure in place at the time ofthe offering;

                        ii.   Details ofcontrol measures that will guard against losses or certifications possessed bythe underlying business, if any; and

                      iii.      Any otherinformation relating to Fundraisers hosted on the portal as required by theseregulations;

(b)  investor education materials and appropriate riskdisclosures;

(c)  information on how the portal facilitates the investor'sinvestment including providing communication channels to permit discussionsabout offerings hosted on the portal;

(d) a general risk warning on participating in funding throughthe portal;

(e)  information about complaints handling or dispute resolutionand its procedures;

(f)   the fees, charges and other expenses that it may impose ona Fundraiser or investor.

(g)  An attestation by the crowdfunding intermediary that it hasverified the

(h) legitimacy of the Fundraiser's business;

(i)   An attestation by the crowdfunding intermediary that theoperations of the Fundraiser's business are in agreement with the disclosedobjectives and will continue to be so;

2.    carry outinvestor education programmes;

3.    ensure thedisclosure document lodged with the portal by each Fundraiser is verified foraccuracy and made accessible to investors through the portal;

4.    informinvestors of any material adverse change to a Fundraiser's proposal as set outunder this rule;

5.    EnsureFundraisers comply with the responsibilities and obligations prescribed by thisrule.

12. Due Diligence

(a)  A Crowd Funding Intermediary shall carry out due diligenceon prospective Fundraisers intending to use its portal;

(b)  the Crowdfunding Intermediary should ensure that aFundraiser seeking to offer and sell investment instruments through the portalcomplies with the requirements in this regulation;

(c)  The scope of the due diligence by a CrowdfundingIntermediary shall include taking reasonable steps to:

(i) conduct background checkson the Fundraiser to ensure that the board of directors, officers andcontrolling shareholder(s) of the Fundraiser are fit and proper and shall inparticular, verify that the board, chief executive, and any officer of theFundraiser who is primarily responsible for its operations or financialmanagement have not;

a)    been convicted, whether within or outside Nigeria, of anoffence involving fraud or other dishonesty or the conviction of which involveda finding that he acted fraudulently or dishonestly;

b)    been convicted of an offence under the Act or any other lawrelating to the capital market;

c)     been blacklisted by a professional body which he belongsto;

d)    contravened any provision made by or under any written law,whether within or outside Nigeria to be enacted for protecting members of thepublic:

                                                      i.     against financial loss due to dishonesty, incompetence or malpracticeby persons concerned in the provision of financial services or the managementof companies; or

                                                           ii.     against financial loss due to the conduct of discharged or un-dischargedbankrupts;

e)    engaged in any unlawful business practice;

f)     engaged in or has been associated with any other businesspractices or otherwise conducted himself in such a way as to cast doubt on hiscompetence and soundness of judgment; or

g)   engaged in or has been associated with any conduct thatcast doubt on his ability to act in the best interest of investors, havingregard to his reputation, character, financial integrity and reliability;

(ii) verify the accuracy andviability of the business proposition of the Fundraiser, the solvency of theFundraiser and if the business forecast is based on sound assumptions; and

(iii) comply with all relevantKYC, and AML/CFT regulations as stipulated by the Commission.

13. Monitoring andReporting

A Crowdfunding Intermediary shall:

(a)  monitor the conduct of Fundraisers on its portal and takeaction against misconduct of the Fundraiser;

(b)  monitor Fundraisers to ensure that the fundraising limitsimposed on the Fundraiser are not breached;

(c)  comply with all reporting obligation as may be specified bythis rule and all rules and regulations relating to market operators;

(d) in addition to quarterly and annual CMO returns, file thefollowing reports with the Commission, through channels as may be stipulatedfrom time to time:

I.Monthly reports specifying thefollowing:

1.      Total number of Fundraisers who raised funds through theportal during the reporting period;

2.     Total number of investors who invested through the portalduring the reporting period;

3.     Number and Types of securities or investment contractsissued during the reporting period;

4.     Total amount raised on the portal during the reportingperiod;

5.     Such other information as may be required by theCommission.

II.Quarterly reports, specifyingthe following:

1.      Information on Fundraisers who raised funds during thereporting period;

2.     Total amount raised on the portal during the reportingperiod;

3.     Observed breaches or risk incidents during the reportingperiod and steps taken to address same;

4.     Complaints received and steps taken to resolve same duringthe reporting period from investors;

5.     Such other information as may be required by theCommission;

14. Data Protection andPrivacy

A Crowdfunding Intermediaryshall:

(a)  establish appropriate safeguards for ensuring the integrityof the information received and published;

(b)  ensure security and confidentiality of information collectedfrom investors;

(c)  ensure that the security of the portal is incorporated intothe development and hosting of the website of the Crowdfunding Portal in amanner which enables the general public identify its safety prior to creatingan account on the portal;

(d) comply with the provisions of the Nigerian Data ProtectionRegulation and other applicable laws;

(e)  Maintain reliable and secure operating systems;

(f)   identify the sources of operational risks and adoptadequate procedures and controls to avoid operational disruptions;

(g)  develop and implement a written identity theft preventionprogram;

(h) install and ensure the operation of suitable back-upfacilities;

(i)   be adequately insured against portal failure or closure;

(j)   keep a copy of all relevant documents for a period of at least7 years after the date on which the document comes into the possession of theportal;

(k)  within 5 working days of receipt of a request forinformation from an investor, provide a copy of, or an extract from, a documentthat is relevant to the investor.

15. Operation of TrustAccount

(a)  Every Crowdfunding Intermediary shall appoint a custodianregistered by the Commission, who shall establish and maintain a separate trustaccount for each funding round on its portal.

(b)  The Crowdfunding Intermediary shall only direct the custodianto release the funds to the Fundraiser after the following conditions are met:

                          i.         thetargeted amount sought to be raised or the minimum threshold has been met;

                        ii.         there isno material adverse change relating to the offer during the offer period; and

                      iii.         allapplicable requirements for the registration of securities have been met

(c)  Funds invested will be maintained by the Custodian in aninterest yielding trust account. The total funds raised and the accruinginterest will only be released to the Fundraiser after specified conditionsprovided in these rules and regulations have been met.

(d) The Custodian shall take all reasonable steps and establishmeasures to ensure that it performs all its responsibilities as required bythese Rules.

16. Issue, Publication andacknowledgment of Warning Statements

(a) The CrowdfundingIntermediary shall ensure that a warning statement is prominently displayed:

(i) to all visitors to thesite on the home page of the portal; and

(ii) to every investor, on thesubscription landing page for each Fundraiser; and

(iii) on all application formsfor investing through the portal.

(b) The Warning Statementshould among other things, warn and advise investors that;

(i) Investing through anonline portal is risky and Fundraisers raising funds through the portal includenew or rapidly growing ventures;

(ii) Investment in thebusinesses hosted on the portal is very speculative and carries high risks;

(iii) Investors may lose theirentire investment, in the ordinary course of business, and must be in aposition to bear this risk;

(iv) Past results are notindicative of future performance

(v) It is important to askquestions, read all information given carefully, and seek independent financialadvice before committing themselves;

(vi) The investment limits ofinvestors are being monitored by the Crowdfunding Intermediary;

(c) The CrowdfundingIntermediary shall ensure every investor affirms to a risk acknowledgement formby which the investor confirms:

(i) their understanding that theproposed investment is a risky investment;

(ii) the investor may beoverpaying for the securities or investment contracts issued;

(iii) their understanding thatthere may be additional classes of shares with rights that are superior to theclass of shares being issued through crowdfunding;

(iv) they are able toeconomically absorb the complete loss of the investment they intend to make;

(v) the proposed investmentamount falls within the prescribed investment limit for the investor category;

(vi) the investor will besubject to a lock-in period of at least one year and may be subject to afurther restriction on the transfer of the securities;

(vii) the investor may neverbe able to sell the securities or investment instruments,

(viii) the investor will beprovided with no disclosure or less disclosure than publicly traded companies,

(ix) the investor will nothave the benefit of protections associated with an investment made under aprospectus;

(x) the investor will not beentitled to claim from the National investor protection fund;

(xi) the portal will not beresponsible if the investor loses all or some of the money invested.

(d) At or before the time theinvestor enters into an agreement to invest, the Fundraiser must obtain asigned risk acknowledgement from the investor by which the investor confirmsthat falls within the investment limits and acknowledges the risks associatedwith the investment including the following:

(i) that the Investor is incompliance with his total annual investment limit.;

(ii) that the investor hasseen and read the warning statement about crowd funding (as provided in theseRules);

(iii) the investor understandsthat investment-based crowd funding is risky and that the investor may never beable to sell the securities;

(iv) the investor may beprovided with less disclosure than public companies provide;

(v) the investor may lose hisentire investment and confirms that he can bear that loss without sufferingundue hardship.

(e) The confirmation must beobtained in writing in a separate document or, if it is obtained by electronicmeans, through a process which ensures it is signed electronically in a legallybinding form, and obtained separately from the agreement to use the service.

(f) The document must beretained by the Fundraiser for at least 7 years after distribution.

17. Compliance

(a)  Policies and procedures. A Crowdfunding Intermediary mustimplement written policies and procedures relating to the operations of itsportal which are reasonably designed to achieve compliance with the provisionsof the Act and the rules and regulations thereunder.

(b)  Inspections and examinations. A Crowdfunding Intermediaryshall permit the examination and inspection of all of its business and businessoperations that relate to its activities, such as its premises, systems,portal, and records by representatives of the Commission.

18. Record Keeping

(a) A CrowdfundingIntermediary shall make and preserve the following records:

(i) All records relating to aninvestor who registers on the portal, purchases or attempts to purchasesecurities or investments through its Crowdfunding portal;

(ii) All records relating toFundraisers who offer and sell or attempt to offer and sell securities orinvestments through its funding portal and the control persons of suchFundraisers;

(iii) Records of allcommunications that occur on or through its portal;

(iv) All records related topersons that use communication channels provided by a Crowdfunding Intermediaryto promote a Fundraiser's securities or investments or communicate withpotential investors;

(v) Records of all maintenanceand internal change logs carried out on the portal;

(vi) All records provided bysuch Crowdfunding Intermediary to Fundraisers and investors through portal orotherwise, including, but not limited to:

1.      notices addressing hours of portal operations (if any),

2.     portal malfunctions,

3.     changes to portal procedures,

4.     maintenance of hardware and software,

5.     instructions pertaining to access to the Crowdfundingportal; and

6.     denials of, or limitations on, access to the Crowdfundingportal;

(vii) All written agreements(or copies thereof) entered into by such Crowdfunding Intermediary relating toits business as such;

(viii) All daily, monthly andquarterly summaries of transactions effected through the Crowdfunding Portal,including:

1.      Fundraisers for which the target offering amount has been reachedand funds distributed;

2.     Transaction volume, expressed in number of transactions, numberof securities involved in a transaction and total amounts raised by, and distributedto, Fundraisers;

3.     A log reflecting the progress of each Fundraiser who offersor sells securities through the funding portal toward meeting the targetoffering amount.

(b) Organizational documents: ACrowdfunding Intermediary shall make and preserve during the operation of itsCrowdfunding portal and of any successor Crowdfunding portal, allorganizational documents relating to the Crowdfunding portal.

(c) Format: Therecords required to be maintained and preserved pursuant to paragraph (b) ofthis Rule must be produced, reproduced, and maintained in a non-alterableformat which ensures the integrity of the content.

(d) Third parties : Therecords required to be made and preserved pursuant to this section may beprepared or maintained by a third party on behalf of a Crowdfundingintermediary provided that:

(i) An agreement with a thirdparty shall not relieve a Crowdfunding Intermediary from the responsibility toprepare and maintain records as specified in this rule.

(ii) A CrowdfundingIntermediary must file with the Commission a written undertaking in a formacceptable to the Commission and signed by a duly authorized person of thethird party, stating in effect that;

1.      such records are the property of the Crowdfunding Intermediary;and

2.     will be surrendered upon request by the CrowdfundingIntermediary.

(iii) The undertaking shallinclude the following:

With respect to any books andrecords maintained or preserved on behalf of [name of Crowdfunding Intermediary,the undersigned hereby acknowledges that the books and records are the propertyof [name of Crowdfunding Intermediary,] and hereby undertakes to permitexamination of such books and records at any time, or from time to time, duringbusiness hours by representatives of the Securities and Exchange Commission andto furnish to the Commission, and its representatives, a true, correct,complete and current copy of any, all, or any part of, such books and records.

(e) Examination of Records: Allrecords held by a Crowdfunding Intermediary are subject at any time, or fromtime to time, to reasonable periodic, special, or other examination by therepresentatives of the Commission as the Commission may deem necessary orappropriate in the public interest or for the protection of investors. EveryIntermediary and/or Fundraiser shall furnish to the Commission true, correct,complete and current copies of such records of the Intermediary and/orFundraiser that are requested by the representatives of the Commission.

(f) Preservation of Records: Therecords required to be kept under this part shall be preserved for a period ofat least 7 years and kept at the principal place of business of theCrowdfunding Intermediary. If the principal place of business is outside Nigeria,then upon request of the Commission, the operator shall provide such records asrequested at a place in Nigeria within seventy-two (72) hours after receipt ofthe request.

(g) Submission of YearlyReports: The Crowdfunding Intermediary shall, not later than 30 daysafter the end of each year, submit a report on all crowdfunding transactions onits crowdfunding portal. The Crowdfunding Intermediary shall file with theCommission and post on the crowdfunding portal;

(i) a report on an annualbasis along with Fundraiser disclosures

(ii) other Fundraisersubmissions certified by the principal executive officer of the Fundraiser tobe true and complete in all material respects; and

(iii) a description of thefinancial condition of the Fundraiser as described under FundraiserRequirements".

19. Use of Manipulative,Deceptive or Other contrivances

No Crowdfunding Intermediaryor associated person of a Crowdfunding Intermediary shall effect anytransaction in, or induce the purchase or sale of, any security or investmentinstrument by means of, or by aiding or abetting, any manipulative, deceptiveor other fraudulent device or contrivance.

20. Restriction on CrossOwnership

A Crowdfunding Intermediaryshall not allow a Fundraiser to raise funds on its Portal if the CrowdfundingIntermediary or any of its officers, directors, significant shareholders orassociated persons beneficially own or control more than 5% of the securitiesof that Fundraiser.

PROVIDED THAT where the directors, significant shareholders orassociated persons of the Crowdfunding Intermediary beneficially own or controlmore than 5% of the securities of a Fundraiser seeking to raise funds throughits portal, the prior approval of the Commission shall be sought before the Fundraiseris granted access to the portal.

PART 4 - PARTICIPANTS FOR CROWDFUNDING

21. Fundraiser

(a) A Fundraiser shall offerits investment instruments through a Crowdfunding Portal operated by aregistered Crowdfunding Intermediary;

(b) All Fundraisers shall berequired to file a standardized offering document with the Crowdfunding Intermediaryproviding amongst others:

(i) key information on theFundraiser, including name, legal status, physical address, place ofincorporation and website;

(ii) the use of the proceeds;

(iii) the nature of itsexisting or proposed business, its business plan, the offering amount to beraised and the duration of the offer;

(iv) proposed details ofapplicable return on investment, coupon rate or profit-sharing structure aswell as information on historical performance if any;

(v) a certification signed bythe Fundraiser stating that:

1. the offering document doesnot contain a misrepresentation; and

2. Investors have rights ofaction and withdrawal in the case of a misrepresentation

(vi) financial informationrelating to the Fundraiser including;

1. Unaudited interim reportsand accounts

2. Comprehensive schedule ofthe Fundraiser's current debt profile by type, purpose, tenor and maturitydates;

3. bank reference on theFundraiser;

4. evidence that the issuedoes not exceed the limit of the Fundraiser's borrowing powers or issued sharecapital;

5. details of any bankoverdrafts, loans, mortgages, charges, hire purchase commitments or guaranteesor other material contingent liabilities of the Fundraiser and any of its subsidiaries;

6. details of the nature andextent of the interest direct or indirect, if any, of every director in anyassets;

7. A statement by thedirectors that in their opinion the working capital available is sufficient, orif not, how it proposes to provide the additional working capital required;

8. details of any shareoptions or such incentives to any person, including without limitation,directors, employees, and other officers of the Fundraiser; and

9. other information as theCommission may require from time to time.

(vii) Two years Auditedfinancial statements (if any) or Audited Statement of Affairs;

(viii) A clear outline ofinvestors rights and ownership of investment instruments;

(ix) details of all crowdfundingcampaigns embarked on.

(c) An eligible Fundraisershall maintain an accurate list and details of all investors post issuance,which shall include the full names, address, email and the number of units andmonetary value of investment instruments and which shall specify investors fromcountries other than Nigeria.

(d) Fundraiser shall make theoffering document available to the investor through the portal before theinvestor enters into an agreement to purchase the investment instrument.

(e) A Fundraiser offeringsecurities or investment instruments shall provide an investor with acontractual right to withdraw from an offer or agreement to purchase thesecurities or investment instrument by delivering a notice to the fundingportal up to 48 hours before the close of the offer

(f) The offering documentshall not be posted on its website or any other media apart from those of theCrowdfunding Portal, provided however that the Fundraiser may post a notice onits website regarding the offering which directs users to the details on theCrowdfunding Portal.

(g) The CrowdfundingIntermediary shall deliver a copy of the offering materials to the Commissionat the time they are posted on its portal.

(h) Disclosure shall beprovided about any entity or person other than the Fundraiser promoting the offering.

(i) The Fundraiser shall notguarantee return on investment either expressly or by any implied terms in theoffering document or advertisement material.

22. Investors

(a)  Investors may be allowed to invest in companies hosted onthe Crowdfunding Portal subject to the investment limit specified by the Commissionfrom time to time.

(b)  Investors will be given a cooling off period from the timeof investment until 48 hours to the close of the offer within which they maywithdraw their investment.

(c)  If there is a material adverse change prior to the closingdate of the offer, affecting the project or the Fundraiser, investors mayrescind the investment within 7 days from the date the material adverse change becamepublic; where the proceeds have not been transferred to the Fundraiser.

(d) Where an investor cancels the offer or agreement topurchase securities or investment instruments, all funds which may have beendebited from or blocked in the account of the investor shall be refunded orreleased within 48 hours of the request to cancel.

23. Obligations of aCrowdfunding Portal

The Crowdfunding Intermediaryshall;

(a) Comply with all rules,regulations, code of conduct, and laws governing capital market operators inNigeria;

(b) be knowledgeable about thegeneral structure, features and risks of investment instruments presented onits portal;

(c) conduct due diligence onFundraisers and their business plans in order to ensure that the Fundraisershave genuine business ideas;

(d) have the obligation,following a notification to the Commission, to restrict access of a Fundraiserto its portal, if it has reason to believe that the Fundraiser or any of itsofficers has been convicted of fraud or otherwise raises reasonable suspicionsof fraudulent activity;

(e) verify the financialcondition of the Fundraisers and disclose relevant information on the portal;

(f) prescribe the minimumthreshold for all offers on its portal which shall not be less than 50%;

(g) maintain a list ofinvestors registered on its portal

(h) maintain a list of investorsthat invested in each issuance and amounts invested;

(i) take measures to reducethe risk of fraud including, but not limited to;

                          i.         having areasonable basis for believing that a Fundraiser is complying with thesecurities laws; and

                        ii.         obtainingbackground information and regulatory compliance history checks on theFundraiser;

(j) review the informationpresented by the Fundraiser on its website to ensure that the information adequatelysets out the following:

                          i.         Generalfeatures and structure of the investment,

                        ii.         Fundraiser-specificrisks,

                      iii.         Partiesinvolved and any inherent conflicts of interest, and

                      iv.         Intendeduse of funds

                        v.         Dashboardshowing performance of previous funds raised for non-first timer in addition toquarterly fact sheets of running investment

(k) facilitate a moderatedinteractive forum on the portal for investors and Fundraisers which providesinvestors with the opportunity to comment on offers and Fundraisers subject tothe following:

                          i.         monitorpostings to confirm that the Fundraiser is not making any statement orproviding information that is inconsistent with the offering document, therules of conduct of the portal, or these rules;

                        ii.         remove anymaterial that may contain a statement or information that is false, deceptive,misleading or that may constitute a misrepresentation or untrue statement of a materialfact;

                      iii.         ensurethat Fundraisers respond to questions publicly;

                      iv.         notparticipate in any communications through the communication channels, apartfrom establishing guidelines for communication and removing abusive orpotentially fraudulent communication.

(l) ensure that the Fundraiserdoes not guarantee return on investment either expressly or by any impliedterms in the offering document or advertisement material.

Part 5 - REQUIREMENTS WITH RESPECT TO TRANSACTIONS

24. Receipt of anapplication by the Crowdfunding Intermediary

(a) Upon receipt of anapplication from an eligible Fundraiser, a Crowdfunding Intermediary shall,prior to approving the hosting of the offer on its portal, provideinformation to the Commission specifying;

(i) Promoters;

(ii) Directors;

(iii) Shareholders,highlighting holders of 5% and above (directly or indirectly) of theFundraisers' shares;

(iv) Area of business; and

(v) Such other information asthe Crowdfunding Portal deems relevant or as may be required by the Commission.

25. Procedure by theCommission Upon Receiving an application

1.      The Commission may, within 2 working days of receipt ofinformation from a Crowdfunding Intermediary, if it considers it necessary andin the interest of the capital market, require a Crowdfunding Intermediary toprovide additional information or prohibit an offering

2.     Prior to directing the Crowdfunding Intermediary toprohibit an offering, it shall:

(a)  (a)state the reasons;

(b)  direct the Crowdfunding Intermediary to give the eligibleFundraiser an opportunity to be heard;

(c)  make a decision and communicate the decision, as the casemay be, recommending the appropriate measures that the eligible Fundraiser maytake in order to comply.

26. TheOffering

(a) A crowdfunding offeringapproved by a Crowdfunding Intermediary shall be open for no more than 60 days,provided that the period may be extended for a further period of not more than30 days upon such conditions as may be specified by the portal;

(b) The CrowdfundingIntermediary shall adopt an IT System which limits the acceptable amount to thetarget amount and reject additional subscriptions once the target amount isreached.

(c) Where a Fundraiser isunable to meet the prescribed minimum threshold for the target offering amountwithin the approved period, the offer shall be withdrawn and the Fundraiser mayonly commence a new crowdfunding offering:

(i) not earlier than 30 daysafter the said withdrawal; and

(ii) upon demonstrating to theCrowdfunding Intermediary that all relevant financial and other relevantinformation have been updated.

(d) In case of any material adversechange relating to a Fundraiser during the course of an offering, the investorsmust be notified of such change within a period of 24 hours after becomingaware.

(e) For an offer to besuccessfully completed, the minimum threshold or target amount indicated in theoffering document which must be sufficient to accomplish the businessobjectives of the Fundraiser must have been subscribed to

(f) Funds raised would only bereleased to the Fundraiser if the target amount or the minimum threshold offunds to be raised is met.

(g) Where the funding targetis reached, the Crowdfunding Intermediary shall direct the custodian to makefunds available to the Fundraiser within 24 hours of the end of the offer,provided that where the Fundraiser is a public company or a public company bydefault, the Crowdfunding Intermediary shall require evidence of registrationof the securities with the Commission prior to directing the custodian totransfer the funds to the Fundraiser (where applicable);

(h) Where the amount raisedmeets the minimum amount but falls short of the target amount, the CrowdfundingIntermediary shall direct the custodian to make the funds available to theFundraiser upon provision of a revised plan for the proposed use of funds tothe investors and the Crowdfunding Intermediary within one week of the end ofthe offer.

Provided that the underlyingproject(s) to the proposed use of funds can be downscaled and executedindependently without negatively impacting operations of the Fundraiser.

(i) Where the minimumthreshold is not reached at the end of an offer, the Crowdfunding Intermediaryshall effect a refund to all investors within 48 hours;

(j) Investors shall have theright to withdraw any offer or agreement to purchase the investments instrumentsup to 48 hours before the closing date stated in the Fundraiser's offeringmaterials. After the closing date, an investor is only able to cancel in theevent of a material adverse change to the offering where the proceeds have notbeen transferred to the Fundraiser.

(k) The ability to cancelshall be permissible by means of an automated system on the Crowdfunding portalor by notice to the Crowdfunding intermediary and the Fundraiser;

(l) Where the target amount isreached prior to the expiration of a 90-day period from the date of the openingof an offer, and a withdrawal occurs which reduces the target amount, theCrowdfunding Intermediary may permit a re-opening of the offer only for thebalance sum and for a period not exceeding the unexpended period of 90 days.

27. Lock-in period

(a) Investors shall nottransfer their investment instrument for a period of one year after allotmentexcept if a transfer is:

                          i.         to theFundraiser of the securities or investment instrument;

                        ii.         to aqualified institutional investor/High Net-worth Individual(s); or

                      iii.         part of anoffer for sale registered with the Commission;

                      iv.         to RetailInvestors registered on the Crowdfunding Portal or to a family member of theInvestor or to a trust created for the benefit of the family member of theinvestor or in connection with the death or divorce of the investor or othersimilar circumstance.

(b) The Rules of theCommission on trading in securities of unlisted companies as well as the law onthe restriction on transferability of the shares of a private company shallapply after the lock-in period;

28. Tag-along Rights

(a)  Admission of an equity offer to a Crowdfunding portal shallbe subject to the existence and confirmation of tag-along rights for retailinvestors and promoters. The Fundraiser's articles of association shall providefor the right of retail investors and promoters to withdraw from the company orto sell the stake, in the event that controlling shareholders transfer controlof the company to third parties within three years from the conclusion of theoffer.

(b)  Admission of a debt offering to a Crowdfunding Portal shallbe subject to the existence of an early redemption (put) option for allinvestors. The offering document and/or any other agreement governing the investment,shall provide for the right of investors to request for an early redemption of theirinvestment, in the event that the controlling shareholders transfer control ofthe company to third parties within three years from the conclusion of the offer.

Part 6 - OBLIGATIONS OF THE FUNDRAISER

29. A Fundraiser proposing to be hosted on a CrowdfundingPortal shall submit the relevant information to the Crowdfunding Intermediary includingthe following:

(a) information that explainsthe key characteristics of the company;

(b) information on theexpertise of its Management

(c) information that explainsthe purpose of the offer and the targeted offering amount;

(d) Audited financialstatements or audited statement of affairs of the Company

30. Every eligible Fundraiser seeking to raise funds through aCrowdfunding portal shall issue an offering document.

31. The offering document must be short, easy to read,standardized for comparability and digital friendly by utilising HyperTextlinks to give easy access to detailed information.

32. General DisclosureRequirements

(a) The offering documentshall disclose the following;

                          i.         warningsto investors

                        ii.         the nameand address of the Fundraiser, directors and officers;

                      iii.         holders ofmore than 5% of the Fundraiser's equities;

                      iv.         descriptionof the business of the Fundraiser;

                        v.          principaland peculiar risks facing the business of the Fundraiser;

                      vi.         copies ofresolutions of the board of the company

                    vii.         anarrative discussion of the financial condition of the Fundraiser.

The discussion should address,to the extent material;

1.      the Fundraiser's historical results of operations;

2.     its liquidity and capital resources;

3.     how the proceeds from the offering will affect theFundraiser's liquidity; and

4.     whether these funds or any other additional funds arenecessary to the viability of the Fundraiser's business.

                          i.         use ofproceeds;

                        ii.         targetoffering amount (and a deadline to reach the target offering amount);

                      iii.         number andprice of the securities or investment instruments being offered and theassociated obligations;

                      iv.         capitalstructure and ownership of the Fundraiser;

                        v.          riskfactors;

                      vi.         informationabout an investor's right to cancel his/her investment;

                    vii.         relatedparty transactions

                  viii.         exitoptions for investors (which shall be in accordance with the provisions ofthese rules, the rules and regulations of the Commission, and applicable companies' law).

33. Risk Disclosure

The offering document shallstate all risks associated with the investment without mitigants. This shouldinclude:

34. Ongoing disclosurerequirements

(a) Every Fundraiser with asuccessful Funding Round on a Crowdfunding Portal shall comply with the followingcontinuous disclosure requirements:

(i) prompt notification to theCrowdfunding Intermediary and to the investors in the event of changes andprescribed documentation as contained in this regulation;

(ii) deliver annual auditedfinancial statements to the Crowdfunding Intermediary and make them availableto each investor on its website;

(iii) the financial statementsmust be accompanied by a notice of the Fundraiser disclosing in reasonabledetail the actual use of the gross proceeds of the offer;

(iv) make available on itswebsite, the Crowdfunding Portal and by email to each of its investors, anotice of each of the following events within 24 hours of their occurrence:

1. a discontinuation of theFundraiser's business,

2. a change in the Fundraiser'sbusiness, or

3. a change of control of theFundraiser.

(b) Fundraisers under thisregime are required to provide ongoing disclosure on the issues specified aboveuntil the earliest of the following dates:

(i) the Fundraiser becomes areporting Fundraiser (listed on a recognized exchange),

(ii) Fundraiser has completeda winding up or dissolution,

(iii) the Fundraiser hasredeemed its debt securities,

(iv) the Fundraiser buys backthe securities issued.

35. Access to offeringand ongoing disclosure documents

All ongoing disclosuredocuments must be provided to investors through the Crowdfunding portal, thewebsite of the Fundraiser and such other reasonable means as may be determinedby the Commission from time to time.

36. Marketing andCommunication

a.     A Crowdfunding Intermediary is not prohibited fromadvertising the existence of its portal provided that such advertisement isrestricted to general information about the portal and its business model, anddoes not include any information on specific offers.

b.     Crowdfunding Intermediaries should ensure that allmarketing communications to investors by Fundraisers are clearly identifiableas such.

c.     The Crowdfunding Intermediary shall approve all marketingmaterials and ensure that marketing materials by Fundraisers comply with the generalrules of the Commission on advertisements.

PART 7 - RESTRICTIONS

37. Prohibited Activities

(a) The CrowdfundingIntermediary is prohibited from:

(i) providing any financialassistance to investors for the purpose of investing in an offer hosted on itsportal; or for which it has provided a service; and

(ii) compensating any finderor introducer for providing the Crowdfunding Intermediary with informationabout potential investors.

(b) CrowdfundingIntermediaries and or their managers and officers of their portals areprohibited from soliciting investments or making recommendations;

(c) No CrowdfundingIntermediary shall intermediate or facilitate secondary trades between buyersand sellers for investment instruments issued pursuant to these rules.

(d) A CrowdfundingIntermediary is prohibited from utilizing any, website, social media portals,or third-party portals other than the registered website of the CrowdfundingPortal for the purpose of facilitating a crowdfunding offering.

38. FundraisersProhibitions/Restrictions

(a) Fundraiser shall notdirectly or indirectly pay a commission, finders' fee, referral fees or similarpayment to any person in connection with an offering other than to theCrowdfunding Intermediary.

(b) This restriction does notapply to payments to persons as compensation for their services to a Fundraiserin preparing materials in connection with the offering such as accounting orlegal fees.

(c) The Fundraiser shall notoffer "non-permissible investment instruments";

(d) The Fundraiser shall nothost an offer concurrently on multiple Crowdfunding Portals;

(e) The Fundraiser isprohibited from lending or financing or arranging lending or financing for aninvestor to purchase Investment Instruments under a Crowdfunding offer.

39. Non-permittedFundraisers

The following entities areprohibited from raising funds through a Crowdfunding Portal:

PART 8 - ADDITIONAL REQUIREMENTS FOR COMMODITIES INVESTMENT

PLATFORMS

40. Without prejudice to the generality of the foregoing, acrowdfunding intermediary may operate a commodities investment platform subjectto compliance with the following additional requirements:

a) Eligibility: in addition tothe eligibility requirements specified in these rules, the CrowdfundingIntermediary shall not be registered as a fund manager with the Commission;

b) Portal Requirements: TheCrowdfunding Intermediary shall not facilitate on its portal any othercrowdfunding business other than sourcing funds for investments in agricultureor other commodities:

i. The portal operated by theCrowdfunding Intermediary for investments in agricultural or commoditiesprojects shall not be utilised for any other funding or marketing purpose;

ii. A crowdfundingintermediary registered to operate a Commodities Investments Platform shall nothost a different crowdfunding portal where funds would be sourced for non-agricultural or commodities projects

c) Registration Requirements:The cash assets ratio requirement for a Crowdfunding Intermediary operating aCommodities Investment Platform shall, without prejudice to the otherregistration requirements specified in these rules, be a minimum of 60% liquidassets and 40% fixed and other assets;

d) Project Hosting: TheCrowdfunding Intermediary shall be eligible to host commodities investmentprojects on its Commodities Investments Platform subject to compliance with thefollowing:

i. Ensure that proper duediligence is carried out on all projects and project executors or beneficiaries;

ii. Provide investors with thefollowing information which shall be displayed prominently to investors priorto making an investment:

1. A Target Plan as defined inthese rules;

2. Location of the proposedproject (s) which shall specify the city, town and local government area of therelevant state where the project will be located;

3. A disclosure document whichcomplies with the requirements of Rule 38 as applicable and in addition specifies:

a. total size of land,quantity of livestock or other measurable feature and total amount required to fundthe hectare with appropriate breakdowns;

b. the kind of title held tothe project site specifying whether host owned, executor owned or leased;

c. information on thecommitments reached with the project executors/beneficiaries;

d. general information regardingthe commodity which shall include the specie(s) to be cultivated, on cost ofproduction and secured off-takers; where applicable

e. information on thecustodian of the funds to be raised;

f. detailed information onexpected profits from the project and the percentages to be allocated to the executors/beneficiaries,crowdfunding intermediary and investors;

g. a link to the Terms andconditions of sponsorship for each project;

e) Additional Obligations: TheCrowdfunding Intermediary shall:

i. Ensure that adequaterecords on project owners/executors including identification, project location,membership of relevant association, guarantors and other relevant details aremaintained and disclosed;

ii. Ensure that the Fundraiserdoes not guarantee return on investment either expressly or by any impliedterms in the offering document or advertisement materials;

iii. Comply with therequirements for appointment of a custodian under these rules;

iv. File appropriate returnsto the Commission as indicated in these rules, including information oncompliance with the additional requirements specific to its operations;

v. Where insurance is listedas a feature of an agriculture or other commodities project, ensure that theinsurance coverage is specific to each agricultural or commodities project andshall disclose the following:

1) Name of the insurancecompany

2) Amount of insurancecoverage

3) Other details of theinsurance coverage

4) Copy of the insurancepolicy

f) Inspections

i. The operator of the CIPshall provide investors or their appointed agents with adequate access toinspect sponsored projects within the project cycle;

ii. Inspections shall beorganised at least once in each quarter of the life cycle of the project;

iii. Investors shall be givennotice of at least 7 days of a proposed joint site visit with other investors,

iv. Requests for individualsite visits by investors or their appointed representatives shall be honouredwithin 7 days of such requests subject, to the cost being borne by theinvestors;

g) Funding Limit: The maximumamount which may be raised on a Commodities Investment Platform within a12-month period shall not exceed N1,000,000,000.00 (One Billion Naira) providedthat the Commission may, on application and proper verification, grant approvalto exceed the specified amount.

PART 9 - MISCELLANEOUS

41. An Organization or Association may approach the Commission,for the purpose of supervising registered Crowdfunding Intermediaries, toregister an independent Industry Association as a Self-Regulatory Organizationor Trade Association.

PART 10 - PENALTY

42. Any crowdfunding intermediary that fails to comply withthese rules shall be liable to a fine of not less than N100,000.00 (One HundredThousand Naira Only) and the sum of N5,000.00 (Five Thousand Naira Only) forevery day the violation continues and shall in addition be liable for any lossof investor funds arising due to the Crowdfunding Intermediary's failure tocomply with its obligations under these rules.

PART 11 - TRANSITIONAL PROVISION

43. Every person/entity operating a crowdfunding portal/digitalcommodities

investment platform prior tothe commencement of these rules shall restructure its

operations in compliance withthese rules and apply for registration no later than 90

days from the effective dateof these rules.

Schedule 1

Registration Forms

1. Duly Executed Form SEC 3 - For the Company

2. Form SEC 2 and 2D - Sponsored Individuals/Compliance Officer

3. Form SEC 2 and 2D - Directors of the Company

Registration Fees

1. Evidence of Payment of Filing/Application Fee - N50,000 (Fifty Thousand Naira);

2. Evidence of Payment of Processing Fee - N200,000 (Two Hundred Thousand Naira);

3. Evidence of Payment of Registration Fee - N500,000 (Five Hundred Thousand Naira);

4. Evidence of Payment of Sponsored Individual Fee - N50,000 (Fifty Thousand Naira) for each sponsoredindividual.

Schedule 2

Transaction Fees

1. The total fees payable toparties to a crowdfunding issue shall not exceed 5% of the total funds raised.

2. Fees payable by theCrowdfunding Intermediary to the Commission shall be 5% of the annual turnoverof the Crowdfunding Intermediary.

B. SUNDRY AMENDMENTS

1. Name/citation of theRule to be Amended - Contents of a Trust Deed/465(d)&(e)

FullText of the Existing Rules -

(e) investment policy,including investment outlets;

ProposedAmendment -

(e) investment policy,including investment outlets and target asset allocation stated within a range;provided that a scheme shall not hold more than 5% in cash and cash equivalentinstruments. For the purpose of this rule, cash equivalent instruments meancall accounts and instruments with a tenor not exceeding 7 days;

2. Name/citation of theRule to be Amended - Investment by Collective Investment Schemes in UnlistedSecurities / Additional Disclosure /497

Full Text of the ExistingRule -

(3)Additional Disclosure

A Fund Manager seeking toinvest assets of a Fund in unlisted securities shall disclose:

ProposedAmendment -

(3)Additional Disclosure

A Fund Manager seeking toinvest assets of a Fund in unlisted securities shall disclose

in the Fund's prospectus (atinception) and on the Fund Manager's website (on an ongoing basis):

3. Name/citation of theRule to be Amended - Amount to be Underwritten/Rule

517; Time AmountUnderwritten is to be made available/ Rule 519

FullText of the Existing Rule -

517.Amount to be Underwritten

52

(i) Where the issue isunderwritten, the amount or percentage of the issue underwritten by anyUnderwriter shall not be less than 35% of the number of units issued forsubscription.

(ii) The level of underwritingcommitment by a single underwriter at any time shall not be more than 3 timesits shareholders funds.

519.Time Amount Underwritten is to be made available

The underwriter(s) shall makethe amount underwritten available to the issuer on the day the offer opens

ProposedAmendment - Deletion of 519 and Merging Same into 517 to

readas follows: Amount to be Underwritten and Disclosure Time

(517)Amount to be Underwritten and Disclosure Time

(i) Where the issue isunderwritten, the amount or percentage of the issue underwritten by anyUnderwriter shall not be less than 35% of the number of units issued forsubscription.

(ii) The level of underwritingcommitment by a single underwriter at any time shall

not be more than 3 times itsshareholders funds.

(iii) The underwriter(s) shallmake the amount underwritten available to the issuer

on the day the offer opens

4. Name/citation of theRule to be Amended - Valuation Report / Rule 522

FullText of the Existing Rule -

(i) The Valuation report for anew application shall be valid for nine months from the date of the valuation

(ii) A valuation report of theREICO's real estate shall be filed with the Commission annually by a real estatevaluer registered with the Commission in line with a recognised ValuationStandard.

ProposedAmendment -

(k)Rating and Valuation Reports

(i) A rating report by aregistered rating agency shall be filed with the Commission every two (2)years.

(ii) The Valuation report fora new application shall be valid for nine months from the date of the valuation.

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