Original: SEC
Translated by: Wu Blockchain
Introduction
As part of efforts to clarify the application of federal securities laws in the crypto asset field, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issues this statement regarding "mining" activities in certain "Proof-of-Work" (PoW) networks to articulate its position.
[The rest of the translation follows the same professional and accurate approach, maintaining the technical terminology and nuanced language of the original document, with special attention to the specified translation rules.][2] This statement only represents the views of the staff of the Corporate Finance Division (hereinafter referred to as "the Division"). This statement is not a rule, regulation, guideline, or official statement established by the U.S. Securities and Exchange Commission ("the Commission"), and the Commission has not made a decision to approve or disapprove the content of the statement. Like other staff statements, this statement has no legal binding or effect, does not change or revise applicable laws, and does not create new or additional obligations for any individual or entity.
[3] This statement only involves certain specific "covered crypto assets" that do not inherently possess economic attributes or rights, such as generating passive income or granting holders the right to future revenues, profits, or assets of an enterprise.
[4] This statement only involves transactions of covered crypto assets related to Protocol Mining, and does not address other types of covered crypto asset transactions.
[5] This statement generally discusses the "Proof of Work (PoW)" mechanism and does not cover all specific variants or particular PoW protocols.
[6] The protocol predetermines reward rules. Miners cannot change the rewards they receive, and the reward structure is entirely predetermined by the protocol itself.
[7] Double spending refers to a situation where the same crypto asset is simultaneously sent to two recipients, which may occur when the ledger record is tampered with.
[8] For example, in the "Pay-per-share" mode, miners are compensated based on each valid share or block contributed to the mining pool, regardless of whether the pool successfully mines a block; in the "Peer-to-peer" mode, the mining pool operator's role is distributed among pool members; in the "Proportional" mode, miners receive rewards proportional to their computing power contributed to successfully mining a block. Additionally, there are hybrid mining pool models that combine different operational approaches and reward payment methods.
[9] The views of the Corporate Finance Division cannot determine whether any specific mining activity (as defined in this statement) constitutes the issuance and sale of securities. The final determination of a specific mining activity must be based on an analysis of its facts. When facts differ from those described in this statement — such as how pool members are compensated, how miners or other personnel participate in the pool, or the actual activities of the pool operator — the Division's views on whether a specific mining activity involves the issuance and sale of securities may differ.
[10] U.S. Supreme Court case: 328 U.S. 293 (1946).
[11] See the U.S. Supreme Court's indication in Landreth Timber Co. v. Landreth, 471 U.S. 681, 689 (1985), that the appropriate standard for determining whether an instrument not explicitly included in the definition of "stock" in Section 2(a)(1) of the Securities Act or an unusual instrument is a security should be the "economic realities test" established in the Howey case. When analyzing whether an instrument is a security, one should "disregard form and focus on substance" (Tcherepnin v. Knight, 389 U.S. 332, 336 (1967)), and "focus on the economic substance behind the transaction, not the surface name of the instrument" (United Housing Found., Inc. v. Forman, 421 U.S. 837, 849 (1975)).
[12] Forman case, page 852 of 421 U.S.
[13] For example, see SEC v. Glenn W. Turner Enterprises, Inc., 474 F.2d 476, 482 (9th Cir. 1973).
