NON-FUNGIBLE TOKENS GLOBAL LEGAL IMPACT

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are created for fundraising, the relevant regulatory risks would be high. Likely post-issuance activity may also be relevant when evaluating potential risks in relation to any NFT. • Notwithstanding the above, neither the ICO Circular nor other regulations explicitly prohibit a PRC resident from trading or investing in NFTs, but only remind people of the relevant risks associated with cryptoassets. Russia • Russia has recently finalised its legal framework regulating cryptoassets. It does not currently specifically refer to NFTs, but distinguishes between: 1. digital utility rights, defined as digital rights to request the: (i) transfer of tangible assets; (ii) transfer of intellectual property rights, or (iii) carrying out of works and/or provision of services; 2. digital financial assets, defined as digital rights including monetary claims, the possibility of exercising rights under securities, the right to participate in the capital of a non- public joint-stock company, the right to demand the transfer of certain digital securities; and 3. digital currencies, defined as a combination of electronic data: (i) contained in the information system; (ii) capable of being offered and/or accepted as a means of payment and/or an investment; and (iii) in respect of which there is no person obliged towards every holder of such electronic data, save for operators and users responsible for issuance and making entries to the information system in accordance with its rules. • Depending on the characteristics of a particular NFT, it may fall within one of these categories, or be considered as an asset sui generis. In either case the specifics of issuance of or trading in the NFT and the related regulatory, legal and tax implications would need to be analysed on a case-by-case basis, depending on the characteristics of the NFT and the underlying asset to which it is linked. Singapore • NFTs are not currently specifically regulated in Singapore. The regulatory approach has been to look beyond a token's label and examine its characteristics. If such characteristics fall within an existing regulatory framework, the NFT will be subject to regulation under that existing framework. • Generally speaking, there are three types of digital tokens – security tokens, payment tokens and utility tokens. If an NFT is determined to be a type of security token (i.e. it exhibits the characteristics of securities, such as conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership), it may be subject to the regulatory regime governing securities. This may include complying with the offering regime for an offer of securities and the licensing requirements for dealing in securities. • If an NFT is determined to be a type of payment token (i.e. it is structured to function as a medium of exchange as payment for goods or services), it may be regulated under the Payment Services Act 2019, which governs the provision of payment services (which includes a "digital payment token service"). Currently, the scope of regulation for "digital payment token service" extends to dealing in digital payment tokens or facilitating the exchange of digital payment tokens. A person who carries on business in such activities triggers the licensing requirements under the Payment Services Act 2019, unless a relevant exemption applies. • If an NFT is determined to be a type of utility token (i.e. it is used to access a good or service and does not fall within the former two categories), it may be unregulated. United Arab Emirates • The recently introduced Crypto Asset Regulations in the UAE, issued by the Securities and Commodities Authority with the support of Clifford Chance, are designed to capture cryptoassets which are securities or are otherwise traded on an exchange (a "regulated NON-FUNGIBLE TOKENS: THE GLOBAL LEGAL IMPACT CLIFFORD CHANCE 11

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