首次代币发行ICO：真实交易，还是暗藏玄机？（英文版）.pdf

ICOs: real deal or token gesture?Exploring Initial Coin Offerings The Association of Chartered Certified AccountantsFebruary 2018About this reportThis report explores Initial Coin Offerings (ICOs) including what they are and how the relate to professional accountants.FOR FURTHER INFORMATION:Narayanan Vaidyanathan Head of Business Insights narayanan.vaidyanathanaccaglobalAbout ACCA ACCA (the Association of Chartered Certified Accountants) is the global body for professional accountants, offering business-relevant, first-choice qualifications to people of application, ability and ambition around the world who seek a rewarding career in accountancy, finance and management.ACCA supports its 200,000 members and 486,000 students in 180 countries, helping them to develop successful careers in accounting and business, with the skills required by employers. ACCA works through a network of 101 offices and centres and more than 7,200 Approved Employers worldwide, who provide high standards of employee learning and development. Through its public interest remit, ACCA promotes appropriate regulation of accounting and conducts relevant research to ensure accountancy continues to grow in reputation and influence. ACCA is currently introducing major innovations to its flagship qualification to ensure its members and future members continue to be the most valued, up to date and sought-after accountancy professionals globally.Founded in 1904, ACCA has consistently held unique core values: opportunity, diversity, innovation, integrity and accountability. More information is here: accaglobalOver the past few years, there has been a significant increase in the level of activity in respect of blockchain and distributed ledger technologies. We have seen an evolution from concept stage discussions, to proofs of concepts, leading to minimum viable products and the on-going work towards full-scale production mode solutions.A big enabler of this has been the influx of funding for innovations and ideas in this area. These funds have certainly come from many traditional sources like banks and venture capital funds. However, there has also been a sudden upsurge in the use of alternative avenues like Initial Coin Offerings (ICOs) as a mechanism for funding. And this raises questions about existing safeguards and level of preparedness for these new funding sources.As a result, the debate is now, rightly, about regulation and risks, as much as it is about scaling and value. In a world where technology innovations can occur at a pace that is frankly bewildering to many onlookers, the need to protect the market from unscrupulous actors has never been greater. While ICOs can provide a legitimate avenue to drive innovation in some instances, it is extremely important that the protection of the ordinary investor is carefully considered as we look ahead.3ForewordThe accountancy profession is rightly expected to build ethics and public trust and ACCA remains firmly committed to helping our members provide objective, professional and informed inputs to drive sustainable economic growth. This report shines a light on a new area, as it is unfolding in real-time, and is part of our commitment to preparing our members and the profession as a whole for the fast-emerging challenges and opportunities of the future.Helen Brand OBEChief executive ACCAContentsExecutive summary 51. Background 6Basic idea 6The origins 7Going mainstream 8Launching an ICO 92. Risks 10Risks for investors 10Risks for regulators/economies 11Risks for technology and innovation 12Risks for cryptocurrencies, blockchain and distributed ledgers 123. Regulation 134. ICOs and the professional accountant 16Conclusion 19Appendix 20ICO regulatory pronouncements by country 20Summary of regulators statements 28 Resources 30References 32An Initial Coin Offering (ICO) is a new way for organisations to raise capital. In an ICO investors receive coins (or tokens) in exchange for a payment, made in a cryptocurrency rather than a fiat, ie, government-backed currency. The coins or tokens represent the investment in the project.5In the last six months of 2017, Initial Coin Offerings (ICOs) gained increasing attention from investors, businesses, media and regulators. The volume of ICOs accelerated rapidly in this period: funds raised in 2017 (equivalent to $4bn) were 40 times those raised in 2016. ICOs have become popular, because of the ease with which they can be used by businesses to obtain new, public funding, but with less complexity and greater speed than traditional methods. An ICO investment is made using a cryptocurrency and investors get tokens (or coins) rather than shares. As a result, many ICOs have so far fallen outside existing securities regulation. But, unsurprisingly, most regulators have started to take a close interest at this developing market. The majority of regulators have issued warnings to investors about the risks of these investments, and many have indicated that the unregulated status of ICOs is under scrutiny and may be short lived. While their regulatory status is being considered, the rapid increase in underlying cryptocurrency values has further stoked investor interest. With the lure of high short-term gains, the ICO market is looking increasingly like a bubble. Bitcoin, the most established cryptocurrency, and the typical investment vehicle for ICOs, increased in value by 1,804% over the course of 2017.Early ICOs were focussed on new, innovative developments in blockchain technologies (on which cryptocurrencies such as bitcoin are based). However, the rapid increase in interest in ICOs has led to a much broader scope of offering, and organisations have turned to ICOs to raise money, owing to the simplicity and speed with which this can be done, irrespective of the purpose. In future, it will be essential to ensure that misuse of the original ICO concept does not block investment for genuine technological innovation.There are risks to ICOs, especially for investors, who can easily lose their investment or fall victim to a scam. There are also wider risks to consider, such as their being used as vehicles for money laundering. The increased attention from regulators means more scrutiny for organisations undertaking ICOs; the SEC in the US has been active in this area and has already identified some ICOs which are not acceptable to it, and has put a stop to their fundraising. In future, organisations will need to tread carefully when looking at this avenue for raising funds.The landscape for ICOs provides an interesting environment for professional accountants, with opportunities for new and enhanced service offerings to guide organisations seeking funding. The changing landscape also means there are plenty of risks and a range of ethical issues to consider. ICOs are at the forefront of emerging technology in blockchain and distributed ledgers, and professional accountants need to maintain an awareness and understanding of the underlying issues.Executive summaryBASIC IDEAAn Initial Coin Offering (ICO) is a new way for organisations to raise capital. In an ICO, investors receive coins (or tokens) in exchange for a payment, made in a cryptocurrency rather than a fiat currency. The coins or tokens received represent the investment in the project.Like an Initial Public Offering (IPO), an ICO can be used to raise funds, but unlike an IPO, it is less familiar to regulators. However, the association of ICOs with cryptocurrencies, in particular Bitcoin and its very rapid growth in value in the last quarter of 2017, has attracted increased scrutiny from regulators around the world.In an ICO, sometimes called a token sale, instead of receiving shares, participants receive tokens and instead of paying cash, participants pay in cryptocurrency, typically bitcoin or ether. ICOs are a form of Crowdfunding, but are distinct because of the token offered and the cryptocurrency payment. In addition, a Crowdfunding initiative is often for businesses that are relatively advanced in development with tangible market potential. There was a dramatic increase in ICO activity in 2017, fuelled by the ease and simplicity with which businesses can use an ICO to obtain funding for new ideas, and buoyed by a community with the 1. Background61 For example, Forbes, Fortune, Ft, Huffington Post, Tech Crunch, Wired.2 .FIGURE 1.1: Monthly new ICO fundingSource: coindeskexpectation of rapid, large investment returns (Figure 1.1). Research from Mangrove shows that the total-return on ICOs has been 13 times the initial investments made (Mangrove Capital Partners 2017). An increasing number of ventures have been launched using ICOs, with a corresponding flood of individuals prepared to invest in these schemes. This increased activity has caught the attention, not just of those directly involved, but also that of the cryptocurrency and blockchain communities (see Appendix), and mainstream business media.1A Financial Times article in November 2017 summed the situation up: When celebrities known more for reality shows than financial prowess start endorsing a particular investment strategy, it is fair to assume a bubble exists 2(Binham, 2017). So while the Mangrove return figure of 13x looks impressive, much of this has been driven by increased value of the underlying cryptocurrencies such as Bitcoin. $800m$700m$600m$500m$400m$300m$200m$100m$0mJan 14 Jun 14 Nov 14 Apr 15 Sep 15 Feb 16 July 16 Dec 16 May 17 Oct 177ICOs: real deal or token gesture? Exploring Initial Coin Offerings | 1. BackgroundAs a result, ICOs have received considerable attention in 2017 as regulators have stepped in (see Chapter 3 on Regulation) to determine whether ICOs are, or are not, in reality, an offer of securities, and so whether securities regulations apply, such as the need for a prospectus. Regulator involvement stems from increased concern about the risks to investors (for more on this see Chapter 2 on Risks). Increasingly, these concerns are that a significant bubble is forming, ie an over-valuation of cryptocurrencies. Bitcoins value fell by 36% in just a week in mid-December 2017, though it has since recovered to 70% of its all-time high (see Figure 1.2 below).Regulator involvement stems from increased concern about the risks to investors. Increasingly, these concerns are that a significant bubble is forming, ie an over-valuation of cryptocurrencies. FIGURE 1.2: The changing value of Bitcoin 201718THE ORIGINS Most early ICOs were a mechanism for developing new functionality on top of the bitcoin blockchain or one of the other cryptocurrency platforms built on blockchain. Initially, this was a contained market: an idea for a new project was proposed and the person or group behind the idea put forward a proposal for developing the concept. They paid programmers for their work in writing the computer code to make the project a reality. The people doing the work would be paid in cryptocurrency that contributors had handed over in the hope the project would be successful. All three groups the innovators, the investors and the programmers understood blockchain and cryptocurrency, so they could make a decision easily about the viability of the idea, the likely success and the degree of effort to get it working. In this way, it is a specialised form of Crowdfunding, but with participants taking payments in cryptocurrencies. As part of the ICO, the investors got tokens in exchange for an existing cryptocurrency: typically, either bitcoins or ether. The tokens were generally another, new, cryptocurrency based on the same controlling logic as bitcoins the blockchain ledger; if the venture was successful these new coins would become valuable and a market to trade them would develop. If the venture was unsuccessful, then the tokens would have no value. Ideas that had more potential would get more attention, and more readily secure investment. Bitcoin MarketCap 201718. Source: coinmarketcap$400B$320B$240B$160B$80B$0B16B06 Feb 20 Mar 1 May 12 Jun 24 Jul 4 Sep 16 Oct 27 Nov 8 JanMarket Cap24h Vol$25,000.00$20,000.00$15,000.00$10,000.00$5,000.00$0BPrice (USD)8GOING MAINSTREAMThe frenzied investment in the latter half of 2017 is indicated by research from Bloomberg, which found that the best investment returns among the 30 biggest value ICOs in 2017 were from those that did not have a working product backing their scheme (Russo and Kharif 2017). Bitcoin, the best known and largest overall value cryptocurrency ($97bn3), was launched in 2009. The following years saw a trickle of cryptocurrency additions. Since 2014 there has been an enormous increase in new coins, and there are now over 1,200 active cryptocurrencies. A key driver for the growing number of cryptocurrencies has been the increase in ICOs, and this has been driven partially by the rapidly increasing value of cryptocurrencies. Booming prices of cryptocurrencies have driven uncontrolled speculation. Even with the volatility shown in late 2017, since its peak in mid-December, bitcoin has increased in value in the year to 8 January 2018 by 1,804%.3In December 2017 two US exchanges started trading bitcoin futures, in response to demand from professional investors. The first ICO was in 2013 for Mastercoin, and was based on an idea for extending the capability of the bitcoin network A key driver for the growing number of cryptocurrencies has been the increase in ICOs, and this has been driven partially by the rapidly increasing value of cryptocurrencies. (Zynis 2013). The concept was to involve developers in helping write bitcoin extensions by offering them a share in the ownership of the new developments. Over a month in summer of 2013, just over 500 people sent bitcoins, worth around $500k at the time, to a special bitcoin address (Coindesk 2013,)4. They received 100-times the number of Mastercoin in exchange for the bitcoins they sent, plus some extra for early investors. In total 563k Mastercoin were issued, with an additional 10% retained to pay for future developments. These c.620k Mastercoin (now called Omni) are tradable and currently have a market capitalisation of approximately $48m (CoinMarketCap live feed). Most ICO-created cryptocurrencies have a capped volume of tokens or coins from the outset, the expectation being that, if the project succeeds, the coins will become more valuable. Mined cryptocurrencies have a tradeable value, and are used to invest in ICOs. ICO currencies are (generally) created in one go, rather than being mined. Although Mastercoin was the first ICO, better known is Ethereum, which launched the ether cryptocurrency in 2014. The Ethereum ICO netted 31,591 bitcoins (then around $18m) in exchange for 60m ether tokens. Since 2014 there have been an increasing number of ICOs primarily seeking ether or bitcoin contributions in ex