UPTRADE ALLIANCE

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT In the matter of: UPTRADE ALLIANCE EIPD Order No. 2026 - 0015 Promulgated: 27 August 2026 x -------------------------- x CEASE-AND-DESIST ORDER Pursuant to its mandate to protect the investing public and upon a finding of prima facie evidence of ongoing violations of the Securities Regulation Code ("SRC"), the Financial Products and Services Consumer Protection Act ("FCPA"), and other laws, rules, and regulations enforced by the Securities and Exchange Commission ("Commission"), the Enforcement and Investor Protection Department ("EIPD") hereby issues this Cease and Desist Order ("CDO") against UPTRADE ALLIANCE, and all persons acting for and on its behalf, for engaging in the unauthorized offer and sale of unregistered securities in the form of investment contracts, soliciting investments from the public without the requisite registration and license from the Commission, and committing acts constituting investment fraud, as more fully set forth herein. THE RELEVANT FACTS Initial verification through the Commission's Electronic Networked Documents Organization Workbench (ENDOW) revealed that UPTRADE ALLIANCE is NOT REGISTERED with the Commission as a corporation. Based on the Department's online monitoring, UPTRADE ALLIANCE is offering investment opportunities to the public with minimum investment amounts of Three Hundred Pesos (Php300.00), Five Hundred Pesos (Php500.00), and One Thousand Pesos (Php1,000.00), depending on the investment plan selected. The subject entity represents that investors are guaranteed returns of twelve percent (12%) after five (5) days, thirty-five percent (35%) after ten (10) days, and sixty percent (60%) after fifteen (15) days. In addition, the subject entity offers referral commissions ranging from three percent (3%) to five percent (5%), based on the investments made by individuals referred by existing investors. The Department further found that, UPTRADE ALLIANCE maintains an online presence through various Facebook pages and groups, where it allegedly promotes an unauthorized investment scheme and encourages the public to invest through its purported automated trading bot. To substantiate the allegation that “UPTRADE ALLIANCE” is engaged in the offer/sale of unregistered securities without the requisite license from the Commission, the EIPD obtained Certifications issued by the Commission’s Company Registration and Monitoring Department

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x (CRMD), Markets and Securities Regulation Department (MSRD) and Corporate Governance and Finance Department (CGFD), which all certify that “UPTRADE ALLIANCE” is not registered with the Commission either as a corporation or as a partnership; has not registered any securities under Section 8 and 12 of the SRC; has not filed an application for the registration of, and/or a license to sell securities; has not been issued any license to sell securities; and is not a registered issuer of mutual funds, exchange traded funds and proprietary/non-proprietary shares or membership certificates and timeshares under Sections 8 and 12 of the SRC. FINDINGS OF THE DEPARTMENT Section 3.1 of the SRC defines “securities” as follows: “3.1. “Securities” are shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: xxx (b) Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription; xxx” An investment contract is defined under Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the SRC (the “SRC-IRR") as follows: “An investment contract means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. It is presumed to exist whenever a person seeks to use the money or property of others on the promise of profits. A common enterprise is deemed created when two (2) or more investors “pool” their resources, creating a common enterprise, even if the promoter receives nothing more than a broker’s commission.” (Emphasis supplied) In the case of SEC v. Howey Co., the US Supreme Court defined an 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.1 Investment contracts have been used and adopted in various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than themselves.2 It is in the context of the foregoing that the U.S. Supreme Court came up with, and adopted the Howey Test3 in 1 328 U.S. 293 (1946). 2 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was expected 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 profits. 3 Ibid.

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an investment contract. Our Supreme Court thereafter adopted and consistently applied the Howey Test in determining if a transaction or a scheme is a security in the form of an investment contract, which requires prior registration from the Commission. The case of Virata v. Ng Wee4 emphasized this, to wit: “In this jurisdiction, the Court employs the Howey test, named after the landmark case of Securities and Exchange Commission v. W.J. Howey Co., to determine whether or not the security being offered takes the form of an investment contract. The case served as the foundation for the domestic definition of the said security. Under the Howey test, the following must concur for an investment contract to exist: (1) a contract, transaction, or scheme; (2) an investment of money; (3) investment is made in a common enterprise; (4) expectation of profits; and (5) profits arising primarily from the efforts of others. Indubitably, all of the elements are present in the extant case.” (Emphasis supplied) Moreover, in the case of Power Homes Unlimited Corp. v. Securities and Exchange Commission 5 the Supreme Court ruled that in applying the Howey Test, the nature and the entirety of the transaction should be considered, consistent with the broad concept of “securities” in our jurisdiction, thus: “It behooves us to trace the history of the concept of an investment 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, 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" laws in existence prior to the adoption of the Securities Act. Thus, it ruled that the use of the catch-all term "investment contract" indicated a congressional intent to cover a wide range of investment transactions. It established a test to determine whether a transaction falls within the scope of an "investment contract." Known as the Howey Test, it requires a transaction, contract, or scheme whereby a person (1) makes an 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 proponents must establish all four elements, the US Supreme Court stressed that the Howey Test "embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits." Needless to state, any investment contract covered by the Howey Test must be registered under the 4 G.R. Nos. 220926, 221058, 221109, 221135 & 221218, July 5, 2017. 5 G.R. No. 164182, February 26, 2008.

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x Securities Act, regardless of whether its issuer was engaged in fraudulent practices.” (Emphasis ours) Applying the foregoing parameters established in jurisprudence, the EIPD finds reasonable grounds to believe that the investment scheme of “UPTRADE ALLIANCE”, where investments received from the public earns guaranteed profits constitutes an offer/sale of unregistered securities in the form of an Investment Contract as all the elements of the Howey Test are present, to wit: First, there is an investment of money by the public in the investment scheme of “UPTRADE ALLIANCE” who were enticed to invest in their scheme; Second, there is a common enterprise in the sense that the investors monies were pooled in respondent “UPTRADE ALLIANCE” investment scheme; Third, there was clearly an expectation of profits on the part of its investors who were promised that their money would earn guaranteed returns; and Fourth, the profits are derived primarily from the efforts of others. Here the investors had no hand in the management of “UPTRADE ALLIANCE” and earned profits by merely investing in said entity. Furthermore, the act of “UPTRADE ALLIANCE” in carrying out its unauthorized investment-taking activities through social media, promoting its unauthorized investment schemes constitute as public offering as defined under Rule 3.1.17 of the 2015 SRC IRR, to wit: “3.1.17. 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 the following modes shall be presumed to be a public offering: xxx 3.1.17.2 Presentation in any public or commercial place; 3.1.17.3 Advertisement or announcement in radio, television, telephone, electronic communications, information communication technology or any other forms of communication;” (Emphasis supplied) Section 8.1 of the SRC categorically provides that securities cannot be sold or offered for sale within the Philippines if the same are not registered with the Commission in the form of an approved Registration Statement and a Permit to Offer/Sell issued in favor of the applicant, to wit: “SEC. 8. Requirement of Registration of Securities. – 8.1 Securities shall not be sold or offered for sale or distribution within the Philippines, without a registration statement duly filed with and approved by the Commission. Prior 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.” (Emphasis supplied)

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x In the instant case, the Certifications issued by the MSRD, CGFD, and CRMD all confirm that “UPTRADE ALLIANCE” through their Leaders and/or agents have no license to sell, offer, or deal with securities; neither have they caused the registration of the securities that they are currently offering or selling. Accordingly, the offer and sale of unregistered securities in the form of investment contracts, without the requisite license, constitute a clear and continuing violation of Sections 8, 26 and 28 of the SRC. These circumstances warrant the immediate issuance of a Cease and Desist Order in order to protect the investing public. Furthermore, UPTRADE ALLIANCE appears to be operating an online platform purportedly utilizing an AI Bot Chain, through which it offers investment opportunities involving crypto-assets to the public. Based on information gathered by the Commission, the platform represents that investors may deposit funds and participate in purported crypto-asset trading activities by following trading signals or strategies allegedly generated through the AI Bot Chain. Such representations indicate that the platform facilitates or purports to facilitate crypto-asset-related transactions and operates a digital environment through which such activities are conducted, which may constitute the provision of crypto-asset services and the operation of a crypto-asset trading venue, subject to applicable laws, rules, and regulations enforced by the Commission. Relative to the issuance of a CDO, Section 64.1 of the SRC provides that the Commission may issue a CDO without the need for a prior hearing, when by its judgment, the act or practice will operate as a fraud upon investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public, thus: “Section 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 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) Corollarily, pursuant to Section 50, in relation to Section 55, Rule XI of the 2026 Rules of Procedure of the Securities and Exchange Commission, the Commission, through its Operating Departments, may issue a Cease and Desist Order, motu proprio or upon a verified complaint, without the necessity of a prior hearing, whenever there is reasonable basis to believe that a person has engaged or is about to engage in any act or practice which, unless restrained, will operate as a fraud on investors or will likely cause grave or irreparable injury or prejudice to the investing public, to wit: “Section 50. How Commenced. An Operating Department, Extension Office or SHP, motu proprio or upon a complaint, may issue a CDO without the necessity of a prior hearing, upon a finding that the grounds for the issuance of the CDO provided under Sections 53.3 and 64 of the SRC, Section 156 of the RCC, or Section 6(d)(4) of the FCPA are present. xxx Section 55. Grounds for a CDO under the SRC. Whenever the Operating Department, Extension Office or SHP, motu proprio or upon a verified complaint, has reasonable basis to believe that a person has engaged or is

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x about to engage in any act or practice which, unless restrained, will operate as a fraud on investors, or will likely cause grave or irreparable injury or prejudice to the investing public, it may issue a CDO without the necessity of a prior hearing. A CDO issued under this Section shall contain a directive to the person/s against whom it is issued to submit a verified Motion to Lift the CDO within five (5) days.” The Supreme Court, in Primanila Plans, Inc. v. Securities and Exchange Commission6, emphasized that it is the duty of the Commission to promptly issue a cease and desist order whenever necessary to immediately stop acts that may cause fraud, grave injury, or irreparable prejudice to investors and the investing public, to wit: “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 is also not 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 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 to protect.” (Emphasis supplied) The unauthorized investment scheme of “UPTRADE ALLIANCE” likewise constitutes “financial fraud” as defined under the Republic Act. No. 11765 of the Financial Products and Services Consumer Protection Act of 2022 (FCPA), which provides that any form of deceptive solicitation of investments from the public, which includes Ponzi schemes and such other schemes involving the promise or offer of profits or returns sourced from the investments or contributions made by the investors themselves, and the offering or selling of investment schemes to the public without a license. Considering that financial fraud is punishable under the FCPA, any act constituting the same should immediately be stopped by the issuance of a Cease and Desist Order by the Commission for the protection of the investing public. The EIPD finds that the act of “UPTRADE ALLIANCE” through their Leaders and/or its Agents in selling/offering unregistered securities operates as a fraud to the public which, if unrestrained, will likely cause grave injury or prejudice to the investing public.7 Further, unless restrained, the act of “UPTRADE ALLIANCE” through their Leaders and/or its Agents in selling/offering unregistered securities constitutes a continuing violation of the provisions of the SRC and the FCPA. In SEC vs. CJH Development Corporation (G.R. No. 210316, 28 November 2016), the Supreme Court ruled that the act of selling unregistered securities without the requisite license necessarily operates as a fraud on investors, thus: 6 G.R. No. 193791, August 6, 2014 7 Section 64 of the Securities Regulation Code.

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x “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 is also not 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 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 to protect. The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public by making it appear that respondents have authority to deal on such securities. 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 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 available to each prospective buyer.” (Emphasis supplied) WHEREFORE, premises considered, “UPTRADE ALLIANCE”, through their Leaders and/or its Agents and their respective officers, directors, representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, influencers, endorsers, abettors, and enablers and any and all persons claiming and/or acting for and in their behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from further engaging in activities of selling and/or offering for sale of unregistered securities in the form of investment contracts and/or other activities/transaction relative thereto, until requisite registration and registration statements are duly filed with and approved by the Commission, and the corresponding license and/or permit to offer/sell securities are issued. “UPTRADE ALLIANCE”, its leaders, agents, 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 likewise directed to immediately CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. Finally, , “UPTRADE ALLIANCE”, its leaders, agents, and their respective 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 PROHIBITED from transacting any and all business involving funds in its depository banks, and from transferring, disposing, or conveying in any manner, any and all assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have interest, claim or participation, whether directly or indirectly, under their custody, immediately to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of the investors without authority from the Commission. 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 Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade and Industry, the National Privacy Commission, the

In the Matter of: UPTRADE ALLIANCE EIPD Order No. 2026-0015 CEASE-AND-DESIST ORDER x ---------------------------------------------------------------- x Department of Information and Communications Technology, and the relevant local government unit(s) for their information and appropriate action. Further, let a copy of this Order be published on the official website of the Commission for general circulation. Pursuant to Section 64.3 of the Securities Regulation Code (SRC) and the 2026 Rules of Procedure of the Securities and Exchange Commission (SEC), the Respondent may file a verified Motion to Lift the CDO with the EIPD within 𝑓ive (5) days from receipt of this Order or the posting of the same on the Commission’s website whichever is earlier. FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. SHEARA L. LUPANGO-TAMAYO Officer-in-Charge, Enforcement and Investor Protection Department (S.O. No. 117, s. 2026)