Penthian Marketplace Rules

1.1. Purpose of These Rules

• These Marketplace Rules govern the listing, trading, and management of tokenized assets on the Penthian Platform, a regulated Virtual Asset Marketplace licensed under the Financial Services Commission (FSC) of Mauritius.
• The rules are designed to ensure:
• Transparent and fair access to asset tokenization and investment
• Protection of investors and asset issuers
• Compliance with applicable laws, including AML/CFT obligations
• Responsible use of blockchain and smart contracts
• Proper enforcement of ownership rights and transferability
• Alignment with the core values of Penthian, including integrity, transparency, and ethical stewardship
• These rules apply to all users of the platform, including:
• Issuers: Entities or individuals listing real-world or digital assets for tokenization
• Investors: Individuals or institutions acquiring fractional ownership via compliant token offerings
• Agents and Validators: Authorized parties involved in onboarding, management, or verification
• Marketplace Operators: Penthian Ltd and its appointed administrators and smart contract infrastructure

1.2. Legal Framework

• These rules operate within the regulatory framework of:
• The Virtual Asset and Initial Token Offering Services Act 2021 (Mauritius)
• FSC Class S Marketplace License Guidelines
• Applicable international standards, including FATF recommendations
• ERC-3643, ERC-1155, and other blockchain-based standards used by the Penthian protocol
• The Terms of Use, Privacy Policy, and Investor Risk Disclosures available on the Penthian platform

1.3. Scope of Application

• These Marketplace Rules cover:
• Eligibility and onboarding requirements for both issuers and investors
• Listing standards for real-world assets (RWAs), digital assets, and SMEs
• Tokenization process, including asset verification, valuation, and fractionalization
• Primary and secondary market trading of compliant tokens
• Smart contract governance, including access rights and transfer rules
• Revenue distribution mechanisms from underlying asset income (e.g., rent or dividends)
• Dispute resolution, delisting, and suspension mechanisms
• Marketplace integrity controls to prevent manipulation or misconduct
• Investor rights, voting mechanisms, and governance standards
• Fees, commissions, and withdrawal protocols
• Roles and responsibilities of Penthian Ltd and platform participants

1.4. Relationship with Other Policies

• These Marketplace Rules work in tandem with:
• The AML/CFT Manual
• The Internal Controls Policy
• The IT and Security Policy
• The Risk Management Framework
• The Investor Protection Policy
• The Complaint Handling Procedure
• In case of conflict, regulatory requirements and FSC directives shall take precedence over internal policies.

1.5. Commitment to Transparency and Ethics

• Penthian is built on a foundation of faith-based values and moral leadership. These rules are not just regulatory — they reflect our unwavering commitment to:
• Ensuring fair and inclusive access to asset ownership
• Building a trustworthy environment for tokenized investing
• Embedding love, patience, and justice in every protocol and decision
• Redefining ownership for the digital age — with integrity

2.1. Issuer Eligibility

• An issuer is any individual, company, or organization seeking to tokenize and offer fractional ownership of a real-world or digital asset via the Penthian platform.
• To be eligible, issuers must:
• Be a legal entity registered in a recognized jurisdiction
• Provide proof of ownership or legally binding rights over the asset(s) being tokenized
• Submit to full KYB (Know Your Business) checks, including identification of Ultimate Beneficial Owners (UBOs)
• Undergo a due diligence review covering financials, legal status, debt obligations, and asset encumbrances
• Sign a listing agreement outlining their obligations under these rules
• Provide independent valuation reports and other supporting documentation as required
• Comply with any sector-specific regulations, such as real estate licensing, securities restrictions, or land registry standards
• Penthian reserves the right to reject or remove any issuer that fails to meet the above criteria or poses reputational, financial, or legal risk to the platform.

2.2. Investor Eligibility

• An investor is any individual or institution seeking to purchase, hold, or trade tokenized assets on the Penthian platform.
• All investors must:
• Be at least 18 years old and legally competent to enter into binding agreements
• Complete KYC (Know Your Customer) verification via our partner, Veriff, including ID, proof of address, and selfie verification
• Declare source of funds and undergo a risk scoring process
• Acknowledge and agree to the Investor Risk Disclosure Statement
• Accept the Terms of Use, Marketplace Rules, and Data Privacy Policy
• For certain asset classes or jurisdictions, provide accreditation or investor classification documentation (e.g., retail vs. professional)
• Investors from restricted jurisdictions or those flagged under sanctions or PEP watchlists may be excluded from participation.

2.3. Agent and Validator Requirements

• Agents (e.g. property managers, asset brokers, project validators) are required to:
• Undergo KYC/KYB checks, including any licensing or regulatory status
• Sign an Agent Agreement with clear duties and code of conduct
• Acknowledge that all actions taken on the platform are logged and subject to audit
• Adhere to conflict-of-interest disclosure requirements
• Complete training and onboarding modules where applicable

2.4. Onboarding Process

• Onboarding is conducted through the Penthian platform and includes the following steps:
• Digital Identity Verification: Automated document checks and biometric verification via Veriff
• Jurisdictional Review: Confirming legal eligibility to participate based on user location
• AML Screening: PEP, sanctions, and adverse media checks
• Investor or Issuer Profile Setup: Including wallet registration and token permissions
• Digital Agreement Signing: Binding acceptance of platform terms and regulatory disclosures
• Whitelisting: Approved users and wallets are added to the ERC-3643 permission layer
• Dashboard Access: Users gain access to listing, investment, and governance tools
• All KYC/KYB data is encrypted and stored in line with GDPR and Mauritius Data Protection Act requirements.

2.5. Ongoing Monitoring

• Periodic Re-verification may be required depending on risk classification
• Users may be flagged for enhanced due diligence (EDD) if risk profile changes
• Transaction behaviors are monitored by automated AML tools for unusual activity
• Issuer performance (e.g., late reporting, non-payment) may trigger suspension or delisting
• Non-compliant users will be revoked from ERC-3643 whitelists and lose transferability rights

2.6. Right to Refuse Access

• Penthian reserves the right to deny platform access or revoke previously granted access at any time if:
• The user fails to meet ongoing eligibility criteria
• False or misleading information is provided during onboarding
• Regulatory changes require exclusion
• The user is involved in behavior that is fraudulent, unethical, or damaging to the platform’s mission or reputation
• By enforcing clear and structured eligibility requirements, Penthian ensures that all platform participants are aligned with our legal obligations, risk appetite, and core values — creating a safe and compliant environment for tokenized ownership.

3.1. Eligible Asset Types

• Asset types must meet Penthian’s vetting, compliance, and structuring requirements before tokenization.

3.2. Listing Requirements

• To list an asset, the issuer must provide:
• Proof of ownership or legally binding rights
• Third-party valuation reports (where applicable)
• Due diligence documentation including title, permits, leases, or contracts
• Risk disclosure, offering terms, and use of proceeds (if fundraising)
• Evidence of compliance with sector-specific licensing (e.g., real estate laws, prospectus exemptions)
• A legal structure allowing revenue distribution and token holder rights (e.g., unit trust, SPV)
• A commitment to ongoing reporting and investor communication
• Listings must pass internal compliance review and may require external legal validation before approval.

3.3. Tokenization Process

3.4. Listing Categories

• Each asset is assigned a listing category, including:
• Stable Yield – income-generating, long-term assets (e.g., leased apartments)
• Growth Opportunity – high appreciation potential, lower yield (e.g., land banks)
• Hospitality & Tourism – hotels and short-stay rentals
• Private Business – equity or profit-share in SME ventures
• Special Projects – community infrastructure, ESG-linked assets, or diaspora programs
• This helps investors understand the nature of risk and return for each listing.

3.5. Asset Token Structure

• All tokenized assets must:
• Represent clear, auditable ownership or income rights
• Be linked to legal entities or custodial structures
• Include on-chain metadata for verification
• Be assigned transfer restrictions if required by law
• Comply with the relevant jurisdictional offering rules
• Penthian enforces no hidden leverage, opaque structuring, or synthetic exposure without full disclosure and legal justification.

3.6. Review, Suspension & Delisting

• An asset listing may be:
• Suspended if compliance documents lapse, revenue data is not provided, or legal action is initiated
• Delisted if the asset is sold, fails materially, or violates terms of use
• Reviewed quarterly to ensure continued transparency, reporting, and investor access
• Investors are notified of material changes. Delisted tokens are either redeemed, burned, or converted to claimable rights based on contract terms.

3.7. Asset Integrity & Transparency

• All listings must include:
• Photos, maps, legal titles, and proof of valuation
• Verified wallet address of issuer and payment gateway
• Regular financial and operational updates
• Public listing of fees, performance metrics, and risk warnings
• Each asset has a dedicated "Transparency Page" showing the audit trail, voting history, and governance events related to that asset.
• Through strict listing and tokenization standards, Penthian ensures that each asset on the platform is compliant, trustworthy, and clearly structured — creating a secure foundation for global investors to engage in fractional ownership.

4.1. Primary Market Overview

• The Primary Market enables:
• Initial token offerings by approved issuers
• Capital raising for asset development or acquisition
• Investor participation in new fractional ownership opportunities
• Direct distribution of tokenized units based on agreed terms

4.1.1. Listing Requirements

• All primary listings must:
• Be pre-approved by Penthian Compliance
• Include verified valuation and offering documentation
• Specify the total token supply, price per unit, minimum investment, and rights attached
• Set a defined offering window with start and end dates
• Comply with jurisdictional offering rules, especially around solicitation, advertising, and retail investor protections
• Route collected funds through a secure escrow or trust account

4.1.2. Subscription & Allocation

• Investors subscribe by committing stablecoins or fiat (if supported)
• Whitelisting is confirmed via ERC-3643 permissions
• Once the soft cap is met (if applicable), tokens are distributed on a first-in, first-confirmed basis
• Any oversubscription is refunded in full or according to prorated logic

4.1.3. Unlock & Revenue Activation

• Tokens remain non-transferable until the offering closes and all compliance checks are passed
• Once confirmed, tokens are unlocked and begin earning revenue (if yield-linked)
• Income is streamed or distributed monthly or quarterly, depending on the asset

4.2. Secondary Market Overview

• The Secondary Market allows:
• Peer-to-peer trading of previously issued asset tokens
• Liquidity for investors seeking early exit or portfolio rebalancing
• Transparent price discovery through listed offers, bids, or auctions
• Compliant transfers between verified wallets

4.2.1. Listing a Token for Sale

• Token holders may:
• List partial or full holdings for sale
• Set fixed prices or use auction-based mechanisms
• Choose between open market or private whitelisted sales
• Specify visibility (public, regional, or restricted)
• Listings must comply with platform-defined minimum holding periods, if applicable.

4.2.2. Buying on the Secondary Market

• Buyers must:
• Be KYC-verified and ERC-3643 whitelisted
• Accept platform terms and specific asset disclosures
• Pay in supported stablecoins or other tokens with integrated conversion
• Confirm purchase within defined timeout windows for fixed-price listings
• Upon purchase, ownership is transferred via smart contract, and token history is updated on-chain.

4.2.3. Price Limits and Market Fairness

• To ensure market integrity:
• Price floors may be enforced based on NAV (Net Asset Value) to avoid manipulation
• Circuit breakers can pause trading during unusual volatility
• Auction rules are transparent, time-bound, and fair to all bidders
• Suspicious pricing patterns or insider coordination are flagged for review

4.3. Trading Restrictions and Lockups

• Certain asset tokens may carry minimum holding periods
• Transfers may be restricted by jurisdiction, wallet status, or regulatory class
• Forced transfer or redemption clauses are embedded in certain contracts (e.g., during asset sale or liquidation)
• Transfer history is recorded and auditable via explorer or investor dashboard

4.4. Fees and Commissions

• Trading activity is subject to:
• Listing fee (for primary offerings, paid by issuers)
• Transaction fee (e.g., 0.5–2% of sale amount, paid by seller or buyer)
• Asset management fee (where applicable, deducted from revenue distributions)
• All fees are disclosed at the point of transaction and allocated toward platform operations, compliance, and investor services.

4.5. Dispute Resolution

• Penthian provides a structured process for:
• Investigating fraudulent sales or unauthorized listings
• Handling misrepresentation in asset disclosures
• Resolving smart contract bugs or transaction failures
• Initiating buybacks or token burns where redress is needed
• Disputes are handled first through internal resolution, then escalated to arbitration or regulator referral, if necessary.
• By operating transparent and compliant markets for both new and existing tokens, Penthian provides the infrastructure for safe, borderless, and liquid ownership of real-world assets.

5.1. Permissioned Token Framework (ERC-3643)

• All tokenized assets on Penthian are issued using ERC-3643 (formerly known as the T-REX Protocol), which includes:
• Identity-linked permissions: Only approved wallets can send or receive tokens
• Transfer rules: Based on jurisdiction, asset type, investor classification, or issuer-defined criteria
• Compliance layer: Enforced through modular smart contracts and access control logic
• Revocation mechanism: Tokens can be frozen, paused, or revoked in case of fraud, regulatory breaches, or forced liquidation
• This framework ensures that token transfers remain compliant across jurisdictions and use cases, even in peer-to-peer contexts.

5.2. Identity Verification & Whitelisting

• Each investor and issuer must pass through KYC/KYB processes before being granted access to token transfers. Specifically:
• Verification is performed via Veriff, Penthian’s integrated identity partner
• Verified users are assigned a unique identifier and linked to a Penthian Permission Registry
• Their wallet address is added to an on-chain whitelist specific to the token class or jurisdiction
• Transfer attempts involving non-whitelisted wallets are automatically rejected at the smart contract level
• This ensures full control over asset flows, without compromising decentralization or non-custodial principles.

5.3. Compliance Parameters Embedded in Code

• Each asset token includes embedded rules, such as:
• Jurisdiction restrictions (e.g., excluding sanctioned countries)
• Investor classification (e.g., accredited vs. retail)
• Minimum holding period
• Daily/monthly transfer limits
• Transaction logging and audit hooks
• These rules are hard-coded, versioned, and externally auditable, reducing reliance on centralized enforcement.

5.4. Issuer and Admin Rights

• Issuers and platform admins have limited smart contract permissions to:
• Pause token trading in case of emergency
• Update KYC providers or compliance oracles
• Authorize revenue distributions to token holders
• Burn tokens during redemptions or delistings
• Escrow or lock tokens during legal disputes or regulatory inquiries
• All such actions are time-stamped, recorded, and reviewable by the compliance team and FSC inspectors.

5.5. Technology Governance and Audits

• Penthian maintains a Tech Governance Committee responsible for:
• Approving smart contract templates and upgrades
• Reviewing external audits from cybersecurity firms
• Coordinating with the compliance team to ensure code reflects legal obligations
• Testing new features in sandbox environments before mainnet deployment
• Audit reports are published annually and provided to the FSC as part of regulatory reporting.

5.6. Decentralized Trust, Centralized Compliance

• Penthian’s architecture balances non-custodial asset control with centralized identity and permission management, giving:
• Users confidence in true ownership
• Issuers assurance that investors meet legal criteria
• Regulators visibility into compliance enforcement
• Auditors access to a full on-chain history of transactions, transfers, and KYC-linked activity
• This model allows Penthian to scale across borders while maintaining integrity and trust in its ecosystem.

6.1. Revenue Distribution Mechanism

6.2. Investor Rights

• Penthian is committed to embedding strong, clear, and enforceable rights for all investors.

6.3. Tax and Withholding Obligations

• Investors are responsible for reporting income per their local tax laws. However:
• Penthian may issue distribution summaries for tax filing
• For certain jurisdictions, withholding tax may be applied and remitted on behalf of investors
• Issuers must disclose any tax implications tied to their asset’s structure (e.g., SPV, trust)

6.4. Breach of Distribution Obligations

• If an issuer fails to:
• Transfer revenue on time
• Provide audit or financial data
• Disclose material risks or performance issues
• Penthian may initiate:
• Temporary suspension of asset trading
• Forced arbitration or redemption events
• Issuer removal and reassignment of asset management to vetted partners
• Escalation to the Financial Services Commission or relevant legal authorities

6.5. Ethical and Transparent Capital Flow

• Penthian is built on values of integrity, transparency, and stewardship. As such:
• All income and revenue flows are visible and traceable via the blockchain
• Issuers are required to act in good faith and prioritize investor rights
• The platform prohibits hidden fees, predatory rent extraction, or deceptive yield structures
• Investors are encouraged to understand both risks and rewards of each offering
• By combining smart contract automation with ethical financial governance, Penthian provides a secure, rewarding environment for investors seeking passive income and ownership in global assets.

7.1. Grounds for Delisting or Suspension

7.2. Delisting Procedure

• When an issue is identified, the following steps apply:
• Notice of Concern issued to issuer or user, with a deadline to respond
• Temporary Suspension if risk is material and urgent
• Investigation conducted by the Compliance and Risk Team
• Resolution Path provided (e.g., update filings, restructure legal rights, or repay obligations)
• If unresolved, a Formal Delisting Notice is issued and the listing is removed from public access
• Delisted tokens are tagged in the smart contract and blocked from further sale unless redemption or arbitration is initiated.

7.3. Suspension of Trading

• Suspension may occur:
• On request of the issuer (e.g., for restructuring)
• During force majeure or legal proceedings
• When technical, governance, or operational issues affect investor safety
• If a smart contract exploit or wallet compromise is detected
• Suspension may be lifted once remediation is complete and approved by platform compliance officers.

7.4. Redemption and Exit Options Post-Delisting

• Depending on the nature of the delisting:
• Investors may redeem tokens at a fair market value (as defined in contract)
• Asset may be sold and proceeds distributed proportionally
• A recovery trustee or agent may be appointed to manage claims
• In cases of fraud or misrepresentation, legal action may be initiated by the platform or affected investors

7.5. Reinstatement

• In rare cases, delisted assets may be reinstated if:
• The issue was temporary and properly resolved
• The asset is restructured to meet current compliance requirements
• A new legal wrapper or custodian is approved and registered
• Reinstatement requires a full new compliance review and board approval.

7.6. Communication & Transparency

• All delisting or suspension actions will be:
• Logged on-chain
• Communicated to investors via platform announcements
• Documented for FSC compliance reporting
• Linked to the asset’s Transparency Page for audit trail and accountability

7.7. Termination of Platform Access (User-Level)

• Individual investors, issuers, or agents may be removed from the platform for:
• Providing false or misleading onboarding information
• Engaging in market manipulation or insider trading
• Abusing referral, listing, or governance systems
• Violating the Terms of Use, Data Policy, or any other binding platform agreement
• Wallets linked to banned users are removed from ERC-3643 whitelists and flagged for regulatory reporting.

7.8. Ethical Standards and Accountability

• As a platform rooted in ethical stewardship and Kingdom values, Penthian upholds the fruits of the Spirit — even in conflict resolution:
• Every delisting or disciplinary process will emphasize justice, patience, and accountability
• Investors and issuers will be treated with dignity and transparency, even during sanctions
• Redemption, communication, and remedy will always be prioritized over punishment

8.1. Fair Market Conduct Principles

• All users of the Penthian platform must act in accordance with the following principles:
• Honesty: Represent assets and intentions truthfully
• Transparency: Avoid concealment of relevant information
• Fair Dealing: Engage with the platform in a manner that respects the rights of others
• Accountability: Accept responsibility for any financial, legal, or reputational damage caused by misconduct
• No Abuse of Power: Insiders or influential parties may not exploit their positions to manipulate the market or suppress competition

8.2. Prohibited Conduct

8.3. Surveillance Systems

• Penthian deploys multiple layers of surveillance to monitor market activity:
• Automated pattern recognition tools to flag irregular trades, price swings, and volume spikes
• Wallet clustering analysis to detect suspicious token flows or coordinated actors
• Smart contract event logging for audit trail on transfers, redemptions, and contract interactions
• Manual review protocols for escalated red flags, with cross-department compliance review
• API abuse detection and rate-limiting to mitigate bot exploitation
• All incidents are documented and may be shared with FSC regulators if they indicate material risk or legal breaches.

8.4. Whistleblower & Ethics Reporting

• We encourage internal and external stakeholders to report concerns regarding:
• Market manipulation
• Misconduct by issuers, agents, or employees
• Conflicts of interest or corrupt practices
• Reports can be submitted via encrypted form or to a dedicated whistleblower channel, with anonymity preserved where requested. Whistleblowers will not be penalized for good faith reporting.

8.5. Enforcement Measures

• When violations are confirmed, Penthian may enforce:
• Trade reversals where technically feasible
• Blacklisting of wallets or users from ERC-3643 permission registry
• Freezing of token transfers pending investigation
• Permanent bans and referral to law enforcement or regulators
• On-chain disclosures to protect other market participants
• In severe cases, an emergency suspension of trading or governance rights may be activated by platform administrators.

8.6. Platform-Wide Ethics Policy

• All employees, agents, developers, and stakeholders of Penthian are bound by:
• A Code of Conduct upholding biblical virtues and professional standards
• Conflict-of-interest disclosure forms prior to asset involvement or market engagement
• Zero-tolerance policy for bribery, kickbacks, or financial inducements
• Ongoing training and certification for those with market access roles

8.7. Investor Education and Risk Warnings

• To ensure users engage responsibly:
• All listings include clear, accessible risk statements
• Investors are provided with interactive learning modules during onboarding
• Disclosures include jurisdictional limits, asset-specific risks, and potential loss of capital
• No listings or communications may be promoted as “guaranteed”, “risk-free”, or “get rich quick”
• FOMO-based marketing, excessive hype, or psychological exploitation tactics are strictly prohibited
• By embedding strong anti-manipulation mechanisms and ethical accountability throughout the platform, Penthian ensures a secure and principled environment for tokenized ownership and investment.

9.1. Core Investor Protections

9.2. Risk Disclosure Requirements

• Each listed asset includes a mandatory Risk Disclosure Statement, addressing:
• Type and location of asset
• Title and legal structure
• Operational risks (e.g., market volatility, natural disasters)
• Financial risks (e.g., variable yield, capital loss)
• Regulatory risks (e.g., changes in local laws)
• Technical risks (e.g., smart contract failure, digital wallet issues)
• Jurisdiction-specific warnings (e.g., securities classification, tax treatment)
• Investors must explicitly acknowledge risk disclosures before purchasing.

9.3. Categorization of Investors

• Penthian supports multiple investor profiles, each with tailored access and limitations:
• Retail Investors: Subject to investment caps and restricted asset classes
• Accredited/Qualified Investors: May access higher-risk or exclusive deals
• Institutional Investors: Provided with custom onboarding, compliance reporting, and access to bulk token tranches
• Diaspora/Impact Investors: May be granted access to locally vetted assets with verified community benefit
• Investor profiles are stored securely and reviewed periodically for reclassification.

9.4. Investment Limits and Safeguards

• To prevent overexposure:
• Retail investors may face daily, monthly, or per-asset limits
• Certain high-risk or illiquid assets may be restricted to qualified investors only
• Dynamic risk assessments may trigger warnings before confirming trades
• Investment dashboards show portfolio diversification metrics to aid decision-making

9.5. Token Transparency and Rights

• Each tokenized asset includes a Token Rights Sheet, summarizing:
• What the token represents (ownership, income share, utility, etc.)
• Legal structure or SPV backing the token
• Redemption or resale rules
• Revenue distribution mechanics
• Voting or governance powers
• Termination, exit, or force majeure clauses
• All token rights are embedded in smart contracts and accessible via investor dashboards.

9.6. Educational Support

• Penthian provides:
• Investor onboarding tutorials
• Glossaries of real estate, finance, and tokenization terms
• Video walkthroughs of risk concepts and platform navigation
• Periodic webinars, community AMAs, and newsletters to enhance user knowledge
• In-platform reminders and “Learn Before You Buy” features

9.7. Complaint Handling and Dispute Resolution

• If an investor feels harmed or misled, they may:
• Submit a support ticket through the help center
• Escalate to Penthian’s Compliance & Investor Protection Unit
• If unresolved, trigger smart contract-based dispute resolution where applicable
• Lodge a complaint with the Mauritius Financial Services Commission (FSC)
• A full complaints policy is maintained and linked within user dashboards.

9.8. Platform Ethics & Moral Framework

• Investor protection on Penthian is not just regulatory—it’s spiritual.
• Our marketplace is founded on Kingdom values, including:
• Love: We treat all users with care and respect, regardless of wealth or experience
• Patience: We walk with investors through complex ideas and decisions
• Integrity: We disclose, not obscure
• Self-control: We reject pump-and-dump tactics, gambling language, or emotional manipulation
• Faithfulness: We protect the long-term trust of our community
• This is more than compliance. It is covenantal stewardship.

10.1. Platform Governance Framework

• Penthian operates under a hybrid governance model:
• Corporate-level governance: For regulatory, operational, and legal oversight under Penthian Ltd (Mauritius)
• Protocol-level governance: Using smart contract-based voting systems for asset-specific and platform-wide decisions
• Community input: Through token-weighted voting, proposals, and participatory governance forums
• This structure allows for both regulatory compliance and progressive decentralization.

10.2. Governance Participants

• Governance rights may be extended to:
• Asset Investors: Token holders with rights to vote on key asset matters (e.g. refinancing, sale, renovations)
• Issuers & Asset Managers: Who may propose changes to operations or legal structures
• Platform Agents: Verified parties responsible for onboarding assets or users
• Core Developers & Legal Stewards: Contributing to protocol upgrades and policy decisions
• Participants must hold the relevant governance-eligible tokens or NFTs and be ERC-3643 whitelisted.

10.3. Voting Rights and Triggers

• Voting may be triggered for the following types of decisions:
• Asset-Level Decisions:
• Sale or refinancing of property
• Renewal or termination of management agreements
• Reallocation of reserve funds or major capital improvements
• Marketplace-Level Decisions:
• Protocol upgrades
• Changes to marketplace fees
• Adding/removing supported jurisdictions
• Appointing dispute resolution agents

10.4. Voting Mechanics

• Votes are executed through a token-weighted smart contract system:
• Each token represents 1 vote unless specified otherwise
• Minimum quorum thresholds must be met (e.g., 25% participation)
• Simple majority or supermajority rules apply based on the proposal type
• Voting is conducted on-chain with full transparency and time-bound execution windows
• Abstentions, re-votes, and delegate voting may be supported in future versions
• Results are immutable and executed through pre-coded contract logic where applicable.

10.5. DAO Integration Path

• While Penthian is not currently a full DAO, it is DAO-aligned and will progressively decentralize:
• Future tokenized assets may launch with native sub-DAOs (e.g., hotel owners’ DAO, regional investor DAO)
• Governance tokens or NFTs may grant voting power across the ecosystem
• Revenue-sharing DAOs may form for passive income pooling and joint decision-making
• DAO treasuries may control community grants, education budgets, or platform initiatives
• All DAOs will remain compliant with local laws and ERC-3643 permissions.

10.6. Proposal Submission & Review

• Governance participants may submit proposals via:
• In-platform governance dashboard
• Verified wallet signature
• Submission of a detailed rationale and impact summary
• Optional financial or legal attachments for complex decisions
• Proposals are reviewed by the Compliance and Governance Committee before entering the voting phase.

10.7. Governance Abuse Safeguards

• To maintain integrity:
• Proposal spam filters limit low-quality or abusive proposals
• Cooling-off periods apply between controversial decisions
• Wallet reputation scoring may be introduced to weigh trustworthy participation
• Any proposal that violates FSC, AML/CFT, or local laws will be automatically rejected or reversed

10.8. Communication & Transparency

• Every governance vote will be:
• Accompanied by clear, unbiased explanatory content
• Open to discussion in official governance channels
• Stored permanently on-chain
• Documented in platform governance records for audit and investor review
• Investor dashboards will include governance history and alerts for open proposals.

10.9. Faith-Based Governance Values

• Penthian believes righteous governance is foundational to flourishing ecosystems. As such:
• Proposals must not violate biblical values or ethical conduct
• Governance should reflect gentleness, kindness, and wisdom, not manipulation or self-interest
• Our governance forums are places of dialogue and discernment, not divisiveness
• Participation in governance is not just technical—it’s spiritual leadership in the new economy.

11.1. Key Definitions

• Asset Token: A digital token issued on the blockchain representing fractional ownership, income rights, or other entitlements related to a real-world asset (e.g., property, SME, or contract).
• Issuer: A person, legal entity, or asset owner who lists and offers tokenized assets for investment or trade on the Penthian platform.
• Investor: A verified individual or institution who purchases, holds, or trades asset tokens on the platform, either in the primary or secondary market.
• Primary Market: The environment where asset tokens are initially offered by issuers to investors for purchase.
• Secondary Market: The marketplace where investors can trade previously purchased asset tokens with other verified investors.
• DAO (Decentralized Autonomous Organization): A collective structure governed by token-based voting and smart contracts, enabling decentralized decision-making and treasury management.
• ERC-3643: A blockchain token standard that enables transfer permissions, investor identity verification, and compliant asset issuance through on-chain rules.
• Whitelisting: The process of linking a blockchain wallet to verified identity data, allowing it to send, receive, and hold permissioned tokens.
• KYC/KYB (Know Your Customer/Business): Legal procedures to verify the identity and legitimacy of individual or institutional users under AML/CFT regulations.
• Smart Contract: A self-executing code deployed on the blockchain that automates logic such as payments, distributions, or rule enforcement.
• Marketplace Rules: This document, outlining the operational, legal, and compliance framework for all parties engaging with Penthian Ltd’s virtual asset marketplace.

11.2. Legal Disclosures

11.3. Acknowledgment of Terms

• By using the Penthian platform, all users:
• Agree to abide by these Marketplace Rules
• Accept the risks, responsibilities, and limitations of investing in virtual assets
• Acknowledge that they have read and understood the risk disclosures
• Consent to data processing under the stated terms
• Failure to comply with these rules may result in restriction, suspension, or termination of access to the platform.