Token Admission and Review Policy

Definition and Interpretation

The following terms have the following meanings when used in this Token Admission Policy unless the context otherwise requires:

AMLO	Anti-Money Laundering and Counter-Terrorist Financing Ordinance  (Cap.615 of the Laws of Hong Kong)
Associated Entity	As defined under SFC’s Guidelines for Virtual Asset Trading Platform Operators NewBX Treasures Limited
Board	Board of Directors of the Company
Company	NewBX Limited
CO	Compliance Officer
Code of Conduct	Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission
FRR	Securities and Futures (Financial Resources) Rules
Hong Kong	Hong Kong Special Administrative Region of the People’s Republic of China
LC	Licensed Corporation
MIC	Managers-in-Charge
Platform Operator / Exchange	As defined under SFC’s Guidelines for Virtual Asset Trading Platform Operators
RA	Regulated Activities
RI	Registered Institution
RO	An individual who is approved by the SFC under Section 126(1) of the SFO as a Responsible Officer of a licensed corporation
SEHK	The Stock Exchange of Hong Kong
SFC	Securities and Futures Commission of Hong Kong
SFO	Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong)
Virtual Assets (or “VA” or “token”)	Virtual assets are digital representation of value which may be in the form of digital tokens (such as cryptocurrencies, utility tokens or security or asset-backed tokens), any other virtual commodities, crypto assets or other assets of essentially the same nature, irrespective of whether they amount to “securities” or “futures contracts” as defined under the SFO.
VATP	SFC-licensed virtual asset trading platforms
VATP Guidelines	Guidelines for Virtual Asset Trading Platform Operators

 

 

1. General

The Token Admission Policy establishes clear criteria, guidelines and procedures for which virtual assets can be listed and traded on the virtual assets exchange platform operated by the Company, known as Bixin.com (the "Platform").

 

1.1 Purpose

This Token Admission Policy aims to ensure investor protection and mitigate the risks associated with virtual asset trading activities, including but not limited to governance risk and money laundering risk.

The Company will act with due skill, care and diligence when admitting, suspending or withdrawing virtual assets for or from trading, and will conduct ongoing monitoring of the listed virtual assets.

 

1.2 Applicability

This Token Admission Policy sets out categories of admission criteria for token admission as follows:

• General Token Admission Criteria (as set out in Appendix A hereto), which applies to all the virtual assets listed for trading on the Platform; and
• Specific Token Admission Criteria (as set out in Appendix B hereto), which applies to all the virtual assets that are listed on the Platform and open for trading by retail investors.

1.3 Policy Review

 The TARC review and revise (if necessary) this Token Admission Policy:

• at least once a year  to ensure the criteria, policies and procedures remain appropriate; and
• upon publication of regulatory change with respect to virtual assets admission for trading on the Platform, as continuously monitored and timely informed by the Compliance Department

1.4 Relevant Legislation and Guidelines

This Token Admission Policy has incorporated the relevant requirements from the following legislations and guidelines:

• Guidelines for Virtual Asset Trading Platform Operators, SFC, June 2023.
• Guideline on Anti-Money Laundering and Counter-Financing of Terrorism, SFC, June 2023.

 

2. Admission Criteria under this Policy

 

2.1 Admission Criteria

The token admission criteria can be categorized into General Token Admission Criteria (defined below) and Specific Token Admission Criteria (defined below). The former applies to all the virtual assets listed on the Platform for trading and the latter applies to all the virtual assets that are listed on the platform and open for trading by retail investors.

 

2.2 Role of Company in relation to Token Admission

Various teams and units of the Company will be involved in the token admission, suspension and withdrawal process. Their roles and responsibilities are set out below.

 

2.2.1 Business Team

Business Team is responsible for:

• identifying and shortlisting new tokens for listing and trading on the Platform;
• receiving request from tokens issuers of new tokens for listing and trading on the Platform;
• conducting due diligence on and evaluating the potential of the new tokens;
• negotiating the terms and conditions with token issuers, including listing fees and compliance requirement;
• working with market maker(s) to ensure adequate liquidity for the newly listed tokens.

2.2.2. Listing Team

Listing Team is responsible for:

• ensuring the Platform’s internal controls, systems, technology and infrastructure can support and manage risks specific to the new tokens;
• ensuring the new token and its issuer comply with all relevant legal and regulatory requirements, with the support of Compliance Department;
• managing actual listing process and coordinating with IT team for technical integration;
• after listing of a new token, continuing to monitor whether there is major change to the new token and its issuer and if necessary, recommending the TRAC to suspend or withdraw of the new token from the Platform to the TARC.

2.2.3 IT Department

IT Department is responsible for:

• integrating the new token into the Platform’s trading system, involving development and testing of APIs, wallets, to ensure that the new token can be traded smoothly on the Platform;
• if the new token is based on smart contract, evaluating the reliability of third-party smart contract audit on such smart contract;
• conducting thorough security assessments to ensure the new token does not pose any technical risks to the Platform or its users;
• after listing of a new token, continuing to monitor the new token’s technical performance and security, and if necessary, recommending the TRAC to suspend or withdraw of the new token from the Platform.

2.2.4 Compliance Department

Compliance Department is responsible for:

• ensuring both the token and its issuer comply with all relevant laws and regulations;
• monitoring the ongoing compliance of listed tokens;
• in case of non-compliance of listed tokens or their issuers, recommending the TARC to suspend or withdraw a token from the Platform.

2.2.5 Token Admission and Review Committee

The Company establishes a Token Admission and Review Committee ( “TARC”), which is responsible for:

• establishing, implementing and enforcing the criteria for a virtual asset to be admitted for trading (i.e., the token admission criteria), taking into account factors specified in paragraphs 7.6 to 7.12 of the VATP Guidelines, and the application procedures if applicable;
• establishing, implementing and enforcing the criteria for suspending and withdrawing a virtual asset from trading, and the options available to clients holding that virtual asset;
• making the final decision as to whether to admit, suspend and withdraw a virtual asset for clients to trade based on the criteria;
• establishing, implementing and enforcing the rules which set out the obligations of and restrictions on virtual asset issuers (for example, the obligation to notify the Platform of any proposed voting, hard fork or airdrop, any material change in the issuer’s business or any regulatory action taken against the issuer), if applicable; and
• reviewing regularly the criteria and rules mentioned under subparagraphs (a), (b) and (d) above to ensure they remain appropriate, as well as the virtual assets admitted for trading to ensure they continue to satisfy the token admission criteria.

The TARC shall at least consist of members from senior management of the Company who are principally responsible for managing the key business line, compliance, risk management and information technology functions of the Platform.

 

2.2.6 Board of Directors

The Board of Directors of the Company will:

• receive at least monthly a TARC’s report, which shall at a minimum, cover all the details of the virtual assets made available for retail clients for trading on the Platform and other issues noted; and
• consider and decide on critical matters promptly escalated by the TRAC, such as the suspension and withdrawal of virtual assets from trading on the Platform.

 

2.3 Token Admission and Evaluation Criteria – In General

Please refer to Appendix A hereto for details on the token admission and evaluation criteria – in general (“General Token Admission Criteria”), which applies to all the virtual assets listed on the Platform for trading.

 

2.4 Token Admission and Evaluation Criteria – Retail Investors

Please refer to Appendix B hereto for details on the token admission and evaluation criteria – retail investors (“Specific Token Admission Criteria”), which applies to all the virtual assets that are listed on the platform and open for trading by retail investors.

 

3. Token Admission Process

 

3.1 Process and Vetting of Token Admission Application

A token admission application can be initiated externally (typically by a token issuer) or internally (by the Company). The Business Team is the first point of contact for the token issuer for token admission application initiated externally, and is also responsible for initiating the internal token admission application by identifying new tokens to be listed.

The process of reviewing a token admission application involves a thorough evaluation of the token and its issuer to determine whether it meets the criteria and standards set by the Platform, as detailed in this Token Admission Policy. The evaluation involves the following steps.

 

3.3.1 Application Submission

The token issuer submits a formal proposal to the Platform (through the Business Team) expressing their intent to have their tokens listed.

Alternatively, the Business Team may identify a new token to be listed and thus initiate the token admission application internally.

 

3.1.2 Initial Interview

The Business Team shall have an initial interview and discussion with the token issuer to assess the token’s potential, such as market demand, strategic fit, and liquidity considerations.

 

3.1.3 Due Diligence

The Business Team conducts the due diligence on the token and its issuer, involving a comprehensive review of various aspects including but not limited to the followings:

• white paper - a detailed examination of the token's whitepaper to understand its purpose, technology, and use cases;
• team - an assessment of the project's team members, their qualifications, and relevant experience;
• technology - an evaluation of the underlying blockchain technology, smart contracts, and security features;
• financials - an analysis of the token's financial health and sustainability;
• legal and regulatory compliance - a review to ensure the token and its issuer comply with all relevant laws and regulations.

3.1.4 Negotiation

If the initial due diligence is successful, the Business Team negotiates terms with the token issuer, including listing fees, compliance requirements, and other contractual terms.

 

3.1.5 Assessment of Compatibility

Listing Team assesses and ensures the Platform’s internal controls, systems, technology and infrastructure can support and manage risks specific to new token.

 

3.1.6 Technical Assessment

The IT Department assesses the technical aspects of the token, including its compatibility with the Platform’s infrastructure. This assessment may include security checks, scalability, and network capabilities. If the new token is based on smart contract, evaluating the reliability of third-party smart contract audit on such smart contract.

 

3.1.7 Compliance Verification

The Compliance Department verifies the token's and issuer's compliance with all relevant legal and regulatory requirements.

 

3.1.8 Legal Opinion of External Legal Adviser

The Company engages an external legal adviser to issue an opinion as to whether the new token falls within the definition of “security” under the Securities and Futures Ordinance (Cap. 571 of Hong Kong).

 

3.1.9 Recommendation to TARC

The Business Team, Listing Team, IT Department, and Compliance Department compile their findings and make a recommendation to the TARC. The Business Team shall lead the conciliation process. The recommendation may include a summary of due diligence results, potential risks, and benefits of listing the token.

 

3.1.10 Review by TARC

The TARC reviews the recommendation and makes the final decision on whether to admit the token, after taking into account factors such as business viability, technical compatibility, and regulatory compliance.

 

3.1.11 Notification or Submission to SFC

In the event the new token is only proposed to be listed for trading by Professional Investors, the Business Team (with inputs from Listing Team) shall prepare and send notification to SFC on the proposed token to be listed on the Platform.

In the event the new token is proposed to be listed for trading by retail investors, the Business Team shall prepare the proposal on the proposed token and submit such proposal to the SFC for approval.

 

3.1.12 Approval by SFC (if applicable)

The SFC approves the proposal on the new token to be listed on the Platform available for trading by retail investors.

 

3.1.13 Notification to Issuer

The Business Team communicates the decision to the token issuer, either approving or rejecting the listing proposal. If approved, details regarding the listing process are shared.

 

3.1.14 Listing Process

If the token admission proposal is approved, the Listing Team and IT Team work together to integrate the token into the Platform’s trading system. This includes setting up trading pairs, configuring trading parameters, and conducting testing.

The Listing Team shall also prepare for listing, including internal controls, systems, technology, infrastructure, client disclosure.

 

3.1.15 Ongoing Monitoring

The Listing Team, the Compliance Department and IT Department continues to monitor the token and issuer from the relevant perspective for ongoing compliance with operational, regulatory or security requirements. If any issue or change arises that may have an impact on the eligibility of listing or trading activity of token on the Platform, they work with the issuer to address them. In the event the issue cannot be rectified on time or the eligibility of listing of such token cannot be resumed, the relevant team may recommend the TARC to suspend or withdraw listing of such token from the Platform.

 

4. Ongoing Obligations and Network Events

 

4.1 Ongoing Monitoring

Ongoing monitoring of token listings is a critical process for the Platform to ensure that listed tokens maintain their compliance with legal and regulatory requirements, as well as to assess their continued suitability for trading. The ongoing monitoring involves the following actions.

 

4.1.1 Ongoing Monitoring

The Business Team, in collaboration of the Listing Team, conducts the ongoing monitoring through:

• gathering data from various sources, such as trading data, compliance records, news and developments on the token and its issuer,
• with the support of Compliance Department, assessing the legal status of the listed token (security/non-security, legal/illegal);
• with the support of IT Department, assessing the reliability of the technology, security and/or relevant smart contract of the token.

4.1.2 Imposing or Change in Trading Restrictions

Based on the ongoing monitoring and assessment, the Business Team considers whether to continue allowing a token for trading. They shall take into account factors such as market behavior, legal compliance, and issuer status.

For tokens that raise concerns or face legal issues, the Business Team assesses whether to restrict trading to professional investors only, if applicable.

 

4.1.3 Regular and Ad-hoc Reporting to TARC

The Business Team submits regular ongoing monitoring reports to the TARC, including the results of the assessments and any recommended actions.

 

4.1.4 Decision-Making by TARC

TARC reviews the ongoing monitoring reports and recommendations from the Business Team and make decisions regarding whether to continue allowing a token for trading or to impose trading restrictions, such as limiting it to professional investors only, suspending or withdrawing the trading from the Platform.

 

4.1.5 Prompt Regulatory and Client Notifications

If TARC decides to suspend or withdraw a VA from trading or impose restrictions, the Platform takes appropriate actions promptly.

Notifications are sent to the Securities and Futures Commission (SFC). If such VA is also available for trading by retail investors, the prior approval of the SFC is required before the Platform suspends or withdraws the VA from the Platform.

After the SFC grants approval, the Company shall notify its clients on the Platform of the decision to suspend or withdraw the VA from the Platform and the required client’s action.

Please refer to section [5.1] for detailed procedures.

 

4.1.6 Execution of Decisions

The Platform implements the decisions made by TARC, which may include suspending or withdrawing the VA, or imposing restrictions based on the ongoing monitoring results.

 

4.1.7 Communication with Issuers

The Business Team communicates with the token issuer to address any issues that led to the decision and to work towards compliance or resolution.

 

4.2 Network Events, Airdrops and Hard forks

Network events, airdrops, and hard forks are essential elements that can significantly impact the listed tokens and their trading on the Platform. The Operations Team is tasked with the responsibility of closely monitoring all virtual assets listed on the Platform, with a specific focus on identifying hard forks and airdrops.

In addition, the Business Team plays a pivotal role in reporting these events to the TARC as part of regular updates.

 

4.2.1 Network Events

Network events refer to significant changes or activities that occur within a blockchain network, impacting the tokens that run on that network. These events can include software upgrades, changes in consensus mechanisms, and other network-wide adjustments. Network events can affect the token's functionality, security, and overall value.

a. Identification and assessment by Operations Team

The Operations Team continually monitor blockchain networks to identify upcoming or ongoing network events that might affect listed tokens on the Platform. This monitoring includes regularly reviewing official announcements and communications from blockchain networks and token issuers, engaging with cryptocurrency communities and forums to stay informed about any discussions or debates regarding upcoming network events, reviewing token issuer notifications and updates.

After a network event is identified, the Operations Team shall:

• assess the nature and impact of the network event;
• conduct a risk analysis, with support from the relevant departments or teams, to determine how the network event may affect listed tokens, including factors such as token supply changes, value impactions, and possible disruptions in trading;
• report its findings and assessments to the Business Team, including report includes details of the network event, its potential consequences, and any available guidance from the network or token issuer.

b. Evaluation by Business Team

The Business Team evaluates the impact of the network event on the Platform's operations, user experience, and compliance with regulations.

c. Recommendation to TARC

The Business Team, in collaboration with the Operations Teams, presents a recommendation to the TARC. This recommendation includes the team's assessment of the event's impact and any proposed actions.

d. Decision by TARC

TARC reviews the recommendation and makes informed decisions. These decisions may include trading restrictions, delisting, or specific actions to handle the network event.

e. User Communication

If TARC decides on specific actions, the exchange communicates these decisions to users. Users are informed about changes in trading, deposits, and withdrawals related to the network event.

f. Technical Implementation

If the decision involves changes in trading pairs or restrictions, the IT Team works on the technical implementation of these changes. This may include wallet updates and trading pair configurations.

g. Regulatory Compliance

The Compliance Department ensures that any actions taken align with regulatory requirements and reports them to relevant regulatory authorities, such as the SFC, if necessary.

h. Monitoring After Implementation

The Operations Teams continue to monitor the situation even after the network event is implemented, to ensure that the actions taken have the desired effect and that users are not adversely affected.

 

4.2.2 Airdrops

The Company maintains a policy of not supporting airdrops. When an airdrop event is identified, the Business Team, in collaboration with the Operations Team, Risk Management Department, and Compliance Department, thoroughly investigates and comprehends the details of the airdrop event.

The Business Team formulates a comprehensive implementation plan, with inputs from the Operations Team, Risk Management Department, and Compliance Department. This plan encompasses communication strategies and any necessary client support.

 

4.2.3 Hardforks

 

a. Identification, analysis and recommendation

When a hard fork event is identified, the Operations Team, in collaboration with the Risk Management and Compliance Departments, will undertake the following actions:

• perform a comprehensive analysis to fully understand the potential implications for both clients and the Platform, resulting in the creation of a Hard Fork Report; and
• together with the Business Team, present recommendations to the TARC regarding whether to support the hard fork.

b. Decision by TARC

TARC will evaluate each hard fork event on an individual basis, taking into account various factors such as technical considerations, potential risks, impact on clients, and more. When deemed necessary, TARC will engage in communication with the SFC prior to arriving at a final decision.

 

c. Implementation of TARC’s Decision

Regardless of whether the hard fork is supported or not, an appropriate action plan will be developed to ensure that the necessary steps are taken:

• In the event of supporting the hard fork, the Listing Team, in collaboration with the Business Team, Operations Team, and IT Team, prepares a comprehensive implementation plan, subject to TARC's approval. This plan ensures the proper deployment of supporting the hard fork, encompassing aspects such as rigorous testing, technical adjustments, and ensuring that all eligible clients can claim the new virtual assets post-fork. It also includes provisions for transparent disclosure.
• In the event of not supporting the hard fork, the Business Team, in collaboration with the Operations Team, Risk Management Department, and Compliance Department, formulates a comprehensive implementation plan. This plan covers communication strategies and any necessary client support.

 

5. Suspension or Discontinuation of Admission

 

5.1 Framework for Suspension or Discontinuation

The Company maintains a continuous monitoring process for each virtual asset admitted for trading. This monitoring serves to assess whether the asset remains in compliance with the general token admission criteria, and when relevant, the specific criteria for trading available to retail investors. Periodic review reports will be submitted to the TARC.

In the event that any modifications to a virtual asset render it non-compliant with the established criteria, TARC will deliberate on options which may include suspension, removal from trading, or the imposition of trading restrictions limited to professional investors only.

The Company will provide prior written notification to the SFC in the event of any intention to suspend or delist any virtual asset on the Platform available exclusively to professional investors. If TARC determines that the suspension or removal pertains to a virtual asset accessible to retail clients, the Company will formally submit the proposal to the SFC for approval.

Upon obtaining approval from the SFC, the Company will promptly inform clients of its decision and the underlying rationale, provide clients holding the affected virtual asset with a comprehensive overview of available options, and ensure that all clients are treated fairly and equitably.

 

5.2 Detailed Procedures

Please refer to section 4.1 of this Token Admission and Review Policy for detailed procedures.

 

6. Record Keeping

 

6.1 In General

The requirement to maintain records for token admission, suspension, and withdrawal is crucial for transparency, accountability, and compliance of the Platform.

 

6.1.1 Due Diligence Records

Records of the due diligence plan, procedures, and the assessment process are meticulously kept. This includes documentation outlining the steps taken during due diligence, the criteria used for evaluation, and any checklists or templates employed.

Detailed records are maintained for each token considered for admission, showcasing the results of due diligence, which may encompass assessments of the whitepaper, technology, team, and financials. These records provide a comprehensive overview of the evaluation process.

 

6.1.2 Legal Opinions

Legal opinions obtained during the due diligence process are an integral part of records keeping. These opinions reflect the legal status and compliance of the token and its issuer. They are retained to demonstrate that the Company has ensured compliance with relevant laws and regulations.

 

6.1.3 TARC Decisions

Decisions made by TARC regarding token admission, suspension, or withdrawal are meticulously recorded and stored. This includes details of the committee's rationale and considerations for each decision.

 

6.1.4 Correspondences

All relevant correspondences, both internal and external, are recorded and maintained.

• External correspondences may include communications with token issuers, legal advisors, regulatory authorities, and any other relevant stakeholders.
• Internal correspondences within different teams and departments involved in the token admission process are also preserved.

6.1.5 Record Management System

A structured record management system is established to ensure the secure storage and accessibility of records. Records should be organized and indexed for ease of retrieval when needed.

 

6.1.6 Retention Period

Records should be retained for [7 years] or as otherwise required by the SFC or other applicable regulatory authorities to meet audit and compliance requirements.

 

6.1.7 Periodic Audits

Regular audits of records should be conducted to verify their accuracy and completeness.

 

6.1.8 Transparency and Reporting

The Company is prepared to provide records when requested by regulatory authorities during audits or investigations.

 

Appendix A  General Token Admission Criteria

1. Background of Management or Development Team of a Virtual Asset or any of its Known Key Members (if any)

This provides insight into the experience and expertise of the project team behind a virtual asset, as well as their track record in developing successful projects. It can help to assess the credibility and viability of the underlying project.

 

2. Legal/Regulatory Status of Relevant VA

The regulatory status (security / non-security, utility token / payment token, legal / illegal) of a virtual asset is an important consideration for the TARC, as it may indicate the regulatory obligations of the Company, including but not limited to the followings:

• the legal risks associated with the virtual assets and its issuer (where applicable);
• whether the virtual asset shows signs of fraud or illegality, and if its viability depends on continuous inflows; and
• the enforceability of external rights and the impact of the virtual asset's trading on underlying markets.

The TARC will follow closely on the policy update and ensure the Company complies with the regulatory requirements in Hong Kong.

 

3. Market Information about the VA

The TARC will evaluate and monitor the market information about the VA, including market capitalization, supply, demand, maturity and liquidity, as these factors can impact the price and volatility of the asset. The track record of a virtual asset can also provide insight into its performance over time, where the virtual asset (except for a security token) should be issued for at least 12 months.

 

4. Technical Aspects of the VA

The technical aspects of the virtual asset include the underlying technologies to create and maintain the asset and its security features to prevent hacking or any cyber attacks. For smart contract-based virtual asset, the TARC may appoint an independent assessor to conduct a smart contract audit before admitting the VA for trading. The smart contract audit should focus on reviewing that the smart contract is not subject to any contract vulnerabilities or security flaws to a high level of confidence.

 

5. Development of a VA

The TARC will pay attention to the development status of the project behind a virtual asset, including the key milestones and future plans for development. This helps to evaluate the potential value or changes to the VA.

 

6. Market and Governance Risks of VA

As the risks associated with virtual assets are constantly evolving, the TARC will monitor the risk factors such as market volatility, regulatory changes, and other external factors that may impact the value or viability of the VA.

 

7. Money Laundering and Terrorist Financing Risks Associated with the VA

As part of the AML/CFT effort, the TARC will assess the factors that may increase the risks of money laundering or terrorist financing, including technological features that enhance anonymity (such as privacy coins) , the reputation and AML/CFT controls of the issuer and/or the governing central entity.

 

Appendix B  Specific Token Admission Criteria

1. VA does not fall within definition of securities/offering of VA to retail complies with prospectus requirements for offering of shares and debentures and does not breach restrictions on offers of investments

 

2. VA admitted must be of high liquidity

a. It should be an eligible large-cap virtual asset, i.e., the specific virtual asset should have been included in a minimum of two acceptable indices issued by at least two different index providers.

Note 1: An acceptable index refers to an index which has a clearly defined objective to measure the performance of the largest virtual assets in the global market, and should fulfil the following criteria:

• The index should be investible, meaning the constituent virtual assets should be sufficiently liquid.
• The index should be objectively calculated and rules-based.
• The index provider should possess the necessary expertise and technical resources to construct, maintain and review the methodology and rules of the index.
• The methodology and rules of the index should be well documented, consistent and transparent.

Note 2: The two index providers should be separate and independent from each other, the issuer of the virtual asset (if applicable) and the Platform Operator (for example, they are not within the same group of companies). Further, at least one of the indices should be issued by an index provider which complies with the IOSCO Principles for Financial Benchmarks and has experience in publishing indices for the conventional securities market.

Note 3: If a specific virtual asset fulfills all token admission criteria under Part VII of the VATP Guidelines except for not being an eligible large-cap VA, the Company may submit a detailed proposal on the VA for the SFC’s consideration on a case-by-case basis.

 

3. If VA fulfills General Token Admission Criteria but fails Token Admission Criteria for retail, the data and statistics needed to compile a report to submit to the SFC to seek approval for offering such VA to retail.