CVM Instruction No. 588 of July 13, 2017 (Revoked)

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM INSTRUCTION CVM NO. 588, OF JULY 13, 2017, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTION NO. 609/19 AND CVM RESOLUTION NO. 61/21.
Provides for the public distribution offer of securities issued by small business companies carried out with exemption from registration through an electronic participatory investment platform, and alters provisions of CVM Instruction No. 400, of December 29, 2003, CVM Instruction No. 480, of December 7, 2009, CVM Instruction No. 510, of December 5, 2011, and CVM Instruction No. 541, of December 20, 2013.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes it known that the Collegiate Board, in a meeting held on July 5, 2017, based on the provisions of Articles 2, item IX, 15, item I, 16, item I, 19, § 5º, item I, and 20 of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:

CHAPTER I – SCOPE AND PURPOSE
Art. 1 This Instruction regulates the public distribution offer of securities issued by small business companies carried out with exemption from registration through an electronic participatory investment platform, and aims to ensure investor protection and enable public fundraising by these companies. § 1 The specific regulation regarding public distribution offers of securities does not apply to the public distribution offer of securities carried out with exemption from registration under the terms of this Instruction. § 2 This Instruction does not regulate the activity of loans granted by individuals to individuals or legal entities through the worldwide computer network, program, application, or electronic means, which does not involve the issuance of securities.

Art. 2 For the purposes of this Instruction, the following definitions apply:
I – investment crowdfunding: raising of resources through a public distribution offer of securities exempted from registration, carried out by issuers considered small business companies under the terms of this Instruction, and distributed exclusively through an electronic participatory investment platform, where the recipients of the offer are a plurality of investors who provide financing within the limits provided for in this Instruction; II – electronic participatory investment platform (“platform”): a legal entity duly incorporated in Brazil and registered with the CVM with authorization to professionally exercise the activity of distributing public offers of securities issued by small business companies, carried out with exemption from registration according to this Instruction, exclusively through a page on the worldwide computer network, program, application, or electronic means that provides a virtual environment for meeting between investors and issuers; III – small business company: a business society incorporated in Brazil and registered in the competent public registry, with annual gross revenue of up to R$ 10,000,000.00 (ten million reais) calculated in the social year ending in the year prior to the offer and that is not registered as a securities issuer with the CVM; IV – annual gross income: sum of the earnings received by the investor during the calendar year and contained in their annual income tax adjustment declaration, including taxable, exempt, and non-taxable earnings, taxable exclusively at source, or subject to definitive taxation; V – participatory investment syndicate (“syndicate”): group of investors linked to a lead investor (“supporting investors”) and gathered with the purpose of making investments in small business companies, with the constitution of an investment vehicle to participate in public distribution offers of securities carried out with exemption from registration under the terms of this Instruction being optional; and VI – lead investor: natural or legal person with proven investment experience under the terms of Art. 35, § 2º and authorized to lead a participatory investment syndicate.

§ 1 Financing raised through pages on the worldwide computer network, program, application, or electronic means is not considered a public offer of securities when it is a donation, or when the return of the capital received is made through:
I – gifts and rewards; or
II – goods and services.

§ 2 In the case of business societies that have not operated for 12 (twelve) months in the social year ending in the year prior to the offer, the limit referred to in item III of the caput shall be proportional to the number of months in which the business society has exercised its activity, disregarding fractions of months.

§ 3 In the event that the small business company is controlled by another legal entity or by an investment fund, the consolidated annual gross revenue of the set of entities under common control cannot exceed R$ 10,000,000.00 (ten million reais) in the social year ending in the year prior to the offer.

§ 4 For the purposes of calculating the limits set forth in this Instruction, in the event of the extinction of a business society that has carried out offers exempted from registration under the terms of this Instruction, and if the exploitation of the respective activity is continued by any remaining partner, under the same or another trade name, or under a limited liability individual company, the successor shall be considered the same small business company.

§ 5 The use of an investment vehicle to structure the participatory investment syndicate does not alter the limits, rights, and duties established in the provisions of this Instruction related to:
I – the small business company;
II – the electronic participatory investment platform; and III – the investor.

§ 6 For the purposes of applying § 5, the provisions of this Instruction must be interpreted as if each investor who applies resources through a syndicate were investing individually through the platform in the small business company.

§ 7 The use of an investment vehicle to structure the participatory investment syndicate does not remove small business companies from the condition of issuers of public distribution offers of securities with exemption from registration under the terms of this Instruction.

CHAPTER II – PUBLIC DISTRIBUTION OFFER THROUGH ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM

Art. 3 The public distribution offer of securities issued by a small business company carried out under the terms of this Instruction is automatically exempted from registration with the CVM, provided that the following requirements are observed:
I – existence of a maximum fundraising target value not exceeding R$ 5,000,000.00 (five million reais), and a fundraising period not exceeding 180 (one hundred and eighty) days, which must be defined before the start of the offer; II – the offer must follow the procedures described in Art. 5 of this Instruction; III – the investor must be guaranteed a withdrawal period of at least 7 (seven) days counted from the confirmation of the investment, with the withdrawal by the investor being free of fines or penalties when requested before the end of this period; IV – the issuer must be a small business company under the terms of this Instruction; and V – the resources raised by the small business company cannot be used for:
a) merger, incorporation, share acquisition, and acquisition of participation in other companies; b) acquisition of bonds, convertible or not, and securities issued by other companies; or c) granting credit to other companies.

§ 1 The conditions established in this article must be verified by the platform in the realization of each offer.

§ 2 The investment confirmation referred to in item III corresponds to an action by the investor, in which they firmly commit to participate in the offer, through:
I – transfer of resources; or
II – signing of the investment contract.

§ 3 For the purposes of item I of the caput, in the event that the exemption from registration of a public offer under the terms of this Instruction has already been previously used in the calendar year, through the same or another registered platform, the sum of the total fundraising value of the current offer with the amounts previously raised by the small business company cannot exceed the value of R$ 5,000,000.00 (five million reais).

§ 4 A new offer with exemption from registration under the terms of this Instruction by the same small business company, through the same or another platform, is not allowed within the period of 120 (one hundred and twenty) days counted from the date of closure of the previous successful offer.

§ 5 The small business company that has previously used the exemption from registration of a public offer under the terms of this Instruction is prohibited from carrying out a new offer if it is delinquent in relation to the provision of continuous information after the completion of the offer, according to section 5 of Annex 8.

Art. 4 The total amount applied by an investor in securities offered with exemption from registration under the terms of this Instruction is limited to R$ 10,000.00 (ten thousand reais) per calendar year, except in the case of an investor:
I – leader, under the terms of Art. 2, VI;
II – qualified, under specific regulation that provides for the duty of verifying the adequacy of products, services, and operations to the client's profile; or III – whose annual gross income or amount of financial investments is greater than R$ 100,000.00 (one hundred thousand reais), in which case the annual investment limit mentioned in the caput can be expanded to up to 10% (ten percent) of the greater of these two values per calendar year. Sole Paragraph. For the purposes of complying with the limit established in this article, the platform must:
I – verify the amount applied by the investor in offers conducted in its environment; II – in the cases of items II and III of the caput, obtain a declaration from the investor attesting to their classification in the conditions required in those items, according to models contained, respectively, in Annexes 4-A and 4-B to this Instruction; and III – obtain a declaration from the investor attesting that, when added to other values previously invested in the calendar year in offers exempted from registration under the terms of this Instruction through other platforms, the amount to be invested in the offer does not exceed:
a) R$ 10,000 (ten thousand reais), in the case of investors cited in the caput, according to the model contained in Annex 4-C to this Instruction; or b) 10% (ten percent) of the annual gross income or financial investment, in the case of investors cited in item III of the caput, according to the model contained in Annex 4-B to this Instruction.

Art. 5 The distribution of the public offer exempted from registration under the terms of this Instruction must be carried out by a single electronic participatory investment platform registered with the CVM, observing the following procedures:
I – all investors must sign a term of adherence and awareness of risk, under the terms of Art. 19, IV; II – for each ongoing offer, the platform must maintain, under the terms of Art. 18, a page on the worldwide computer network, in programs, applications, or other electronic means made available, informing the total amount corresponding to the confirmed investment, so that it is possible to compare this value daily with the minimum and maximum fundraising target values; III – partial distribution is admitted, with the establishment of minimum and maximum fundraising target values, with the minimum target value being equal to or greater than 2/3 (two thirds) of the maximum target value; IV – in the event of the success of the offer, the platform must disclose its closure on its page on the worldwide computer network, without access restrictions, using for this purpose the model contained in Annex 5-IV to this Instruction; and V – within 5 (five) business days after the date of closure of the offer, the platform must take the necessary measures so that the transfer of the final invested amount is carried out to:
a) the small business company, in the event that the final invested amount under the terms of this Instruction reaches the minimum fundraising target value; or b) the investors, in the event that the final invested amount under the terms of this Instruction does not reach the minimum fundraising target value.

§ 1 The amounts transferred by investors cannot pass through checking accounts:
I – maintained in the name of the platform;
II – maintained in the name of partners, administrators, and persons related to the platform; or III – maintained in the name of companies controlled by the persons mentioned in items I and II of this paragraph; IV – maintained in the name of the lead investor; V – maintained in the name of partners, administrators, and persons linked to the lead investor, if this is a legal entity; and VI – maintained in the name of companies controlled by the lead investor or by its partners, administrators, and persons linked, if this is a legal entity.

§ 2 The amounts made available by investors can only be deposited into the issuer's checking account after the closure and confirmation of the success of the offer.

Art. 6 Observed the provisions of Art. 3, the Superintendence of Securities Registration – SRE may suspend or cancel, at any time, the distribution offer that:
I – is being processed under conditions different from those contained in this Instruction and other norms issued by the CVM; or II – has been deemed illegal or fraudulent.

§ 1 The suspension period of the offer cannot exceed 30 (thirty) days, during which the pointed irregularity must be remedied.

§ 2 Upon expiration of the period referred to in § 1 without the flaws that determined the suspension having been remedied, the SRE must cancel the offer definitively.

Art. 7 The platform must immediately disclose the suspension or cancellation of the offer through the same means used for the disclosure of the offer.

§ 1 The platform must notify the suspension or cancellation, by communication, to investors who have already confirmed the investment, allowing them, in the event of suspension, the possibility to revoke the investment until the fifth business day following the receipt of the respective communication.

§ 2 The platform must take measures to guarantee the full restitution of invested values within a maximum period of 5 (five) business days for:
I – all investors who have made the investment, in the event of its cancellation; and II – investors who have revoked the investment, in the event of suspension, as provided in § 1.

§ 3 The provisions of this article also apply in the event of suspension and cancellation contained in item V of Art. 19 of this Instruction.

CHAPTER III – INFORMATION OF THE PUBLIC OFFER OF SECURITIES CARRIED OUT THROUGH ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM

Art. 8 The platform must dedicate a page on the worldwide computer network, in Portuguese, with the following minimum information about the offer in a section called “ESSENTIAL INFORMATION ABOUT THE PUBLIC OFFER”, written in clear, objective, calm, moderate language, and appropriate to the type of investor to whom the offer is destined, following the format, the ordering of sections, and the content of Annex 8 to this Instruction.

§ 1 The programs, applications, or any electronic means used by the platform must highlight and electronically direct investors to the information mentioned in the caput.

§ 2 The platform must present the legal documents related to the offer in a section of the offer page on the worldwide computer network called “LEGAL DOCUMENT PACKAGE”, including:
I – contract or articles of association of the small business company; II – copy of the debenture deed or investment contract representing the offered security, as applicable; III – copy of the regulations, contract, or articles of association of the investment vehicle that constitutes the participatory investment syndicate, if any; and IV – other documents relevant to the investment decision-making.

Art. 9 The address on the worldwide computer network with the essential information about the public offer must be kept in operation and available for, at least, 5 (five) years for those investors who have made contributions in offers that were successful.

Art. 10 The small business company is responsible for the veracity, consistency, quality, and sufficiency of the information provided to the platform for the purposes of carrying out a public offer with exemption from registration under the terms of this Instruction, without prejudice to the provisions of Art. 19.

Art. 11 The offer carried out with exemption from registration under the terms of this Instruction must be carried out exclusively in the electronic environment of the platform.

§ 1 It is permitted for the small business company and the lead investor to disclose the public offer with exemption from registration under the terms of this Instruction through their page on the worldwide computer network and social media, provided that:
I – they do not advertise material; and
II – they convey only the information of the existence of the offer and the electronic direction to the essential information of the offer, under the terms of Art. 8.

§ 2 It is permitted for the small business company, the lead investor, and the platform, its partners, administrators, and employees to disclose and promote the offer through contacts, meetings, and events, in person or via the worldwide computer network, provided that the following requirements are observed:
I – the transmitted information is consistent with the offer information existing in the electronic environment of the platform; II – there is no distribution of documents that do not appear in the offer materials; III – all communications are recorded and subject to verification and supervision by the CVM; and IV – there is no confirmation of investment in the location or in an electronic environment distinct from that of the platform.

CHAPTER IV – AUTHORIZATION FOR PROVISION OF ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM SERVICE
Section I – Exercise of the activity

Art. 12 The intermediation of public distribution offers of securities exempted from registration under the terms of this Instruction is an activity exclusive to electronic participatory investment platforms registered with the CVM.

Section II – Requirements for registration

Art. 13 For the purposes of obtaining and maintaining registration with the CVM as an electronic participatory investment platform, the applicant must be a legal entity duly incorporated in Brazil, and registered in the National Registry of Legal Entities – CNPJ.

§ 1 The platform must meet the following requirements:
I – possess a minimum paid-up social capital of R$ 100,000.00 (one hundred thousand reais); II – possess adequate and verifiable information technology procedures and systems for:
a) identifying the investor and their qualification, under the terms of Art. 4, including the custody of investor declarations; b) registering the investor's participation in the offer under the terms of Art. 19, III; c) obtaining and ensuring the custody of the risk awareness term signed by the investor under the terms of Art. 19, IV; d) operating the electronic discussion forums required by Art. 19, VI, with the respective identification of the sender and custody of all messages; e) disclosing the information to investors required by this Instruction; f) attending to investor complaints, under the terms of Art. 19, XI; and g) ensuring that investments made through the platform are carried out in a segregated manner, so that they do not communicate with the assets:

1. of the platform;
2. of its partners, administrators, and related persons,
3. of companies controlled by the platform or by its partners, administrators, and related persons;
4. of the lead investor;
5. of the partners, administrators, and persons linked to the lead investor, if this is a legal entity;
6. of companies controlled by the lead investor or by its partners, administrators, and persons linked, if this is a legal entity; and
7. of the small business company until the closure of the offer that reaches the minimum fundraising target value;
   III – elaborate a code of conduct applicable to its partners, administrators, and employees that encompasses:
   a) possible conflicts of interest and the terms of participation in offers carried out by the platform; b) adherence to the legislation and regulation applicable to public offers of securities; and c) rules, internal procedures, and controls that allow for the identification, analysis, and mitigation of risks and practices of crimes of money laundering or concealment of assets, rights, and values, and financing of terrorism.

§ 2 The administrators of the platform must meet the following requirements:

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

I – be domiciled in Brazil;
II – have an impeccable reputation;
III – not be disqualified or suspended from holding positions in financial institutions and other entities authorized to operate by the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP, or the National Superintendence of Complementary Pension – PREVIC; IV – not have been convicted of bankruptcy crimes, malfeasance, bribery, extortion, embezzlement, money laundering, or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith, or public property, the national financial system, or of a criminal penalty that bars, even temporarily, access to public positions, by a final and unappealable decision, except in the case of rehabilitation; V – not have suffered punishment in the last 5 (five) years as a result of activity subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP, or the National Superintendence of Complementary Pension – PREVIC.

§ 3rd The partners of the platform must meet the requirements set forth in items II to V of § 2nd of this article.

Section III – Application for Authorization

Art. 14. The application for authorization to provide electronic investment platform services must be filed by the responsible director through a petition accompanied by the documents described in Annex 14 of this Instruction, which must be sent to the Superintendence of Market Relations and Intermediaries – SMI.

Sole Paragraph. The SMI may request additional documents and information from the applicant.

Art. 15. The SMI has 90 (ninety) days to analyze the application, counted from the date of registration, provided that the application is accompanied by all documents necessary for the granting of the authorization.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

§ 1st If any of the documents necessary for the granting of the authorization are not registered with the registration request, the period referred to in the main text shall be counted from the date of registration of the last document that completes the instruction of the authorization request.

§ 2nd The period referred to in the main text may be interrupted only once, in the event that the SMI requests additional requirements from the applicant regarding the authorization request, starting a new period of 45 (forty-five) days from its compliance.

§ 3rd To meet the requirements referred to in § 2nd, a period not exceeding 45 (forty-five) days must be granted.

Section IV – Denial of Authorization Request

Art. 16. The application for authorization to provide electronic investment platform services will be denied if:

I – it is not accompanied by the documents necessary for its appraisal, or if the documents and complementary information requested by the SMI are not provided within the period established in Art. 15; II – false or inaccurate information is identified, the latter when, due to their extent or content, they prove relevant for the appraisal of the authorization request; III – the applicant does not demonstrate the financial capacity and technical and operational conditions necessary for the exercise of the activity; or IV – the applicant fails to meet any other requirement or condition established in this Instruction.

Sole Paragraph. The denial decision referred to in this article is subject to appeal, in the manner and within the timeframes established in the current regulation.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

Section V – Cancellation of Authorization

Art. 17. The granted authorization may be cancelled:

I – at the request of the electronic investment platform; II – by decision of the CVM, after an administrative process in which the right to contradict and full defense are ensured, in the following cases:
a) when it is found that the authorization for the provision of services was obtained through false declarations or other illicit means; or b) when it becomes evident that the electronic investment platform does not meet the requirements and conditions established in this Instruction; or III – when bankruptcy, judicial or extrajudicial liquidation, or dissolution of the service provider is decreed.

Sole Paragraph. In the case provided for in the main text, the electronic investment platform must communicate the fact to small business companies that have carried out successful offers and to the investors of these offers.

CHAPTER V – CONDUCT RULES FOR ELECTRONIC INVESTMENT PLATFORMS

Section I - Duties of platforms

Art. 18. Information related to the offering exempt from registration under the terms of this Instruction, provided by the platform through the worldwide computer network, or by program, application, or any other electronic means, must be disclosed equitably to all recipients of the offering.

Art. 19. Electronic investment platforms must:

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

I – take all precautions and act with high standards of diligence, being liable for lack of diligence or omission, to ensure that:
a) the small business company is regularly constituted and meets the requirements of this Instruction; b) the information provided by the small business company is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offering; c) the issuance of the security is in accordance with the corporate type of the small business company according to current laws and regulations; d) the contract or deed guarantees investors the right to convert, according to the investor's manifestation, the securities into participation in the small business company until its maturity, in the case of offerings of debt securities convertible into equity; e) the contract or deed guarantees the prohibition of early redemption without the creditor's consent, in the case of offerings of debt securities convertible into equity; f) the contract or deed guarantees investors the right to joint alienation, under the same terms and at the same price offered to the controllers of the shares, instruments, or quotas resulting from the conversion of the offered securities according to this Instruction, in the event that a binding offer is made to controllers to alienate, directly or indirectly, the control of the small business company; g) when applicable, the information provided by the lead investor is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offering; h) in the event that the lead investor alienates, in whole or in part, their investment in the small business company, there is a contractual stipulation that guarantees the right of the other supporting investors of the syndicate to jointly alienate the securities, under the same terms and at the same price offered to the leader; and

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

i) the investor receives the subscribed security, in the case of offerings where the minimum target fundraising value is reached; II – disclose, prominently, any conflicts of interest in the essential information of the offering; III – maintain records of each investor's participation in the conducted offerings, including:
a) full name, CPF (Individual Taxpayer Registry), address, and electronic address; b) quantity of securities subscribed; c) investment value expressed in reais; d) date of investment confirmation, according to Art. 3rd, § 2nd; and e) date of transfer of funds; IV – obtain from the investor, prior to the confirmation of the investment, the signature of a risk awareness term, declaring that they had access to the essential information of the public offering, especially the risk alerts, and that they are aware:
a) of the possibility of losing the entire invested capital due to the failure of the small business company; b) when applicable, of the risk arising from the acquisition or conversion of the securities they hold into participation in small business companies that, depending on the adopted corporate type, may entail risks to their personal assets due to their limited liability not being recognized in judicial decisions in labor, social security, and tax spheres, among others; c) of the risks associated with holding a minority position in the small business company, considering the influence that its controllers may exert on corporate events such as the additional issuance of securities, alienation of control or assets, and transactions with related parties;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

d) of the credit risk of the small business company, when issuing debt securities; e) of the risk associated with the difficulties it may face in selling securities of a small business company not registered with the CVM and not admitted to trading on regulated markets; f) that the small business company is not registered with the CVM and that there may be no continuous information reporting by the company after the offering is made; and g) that there is no obligation, defined by law or regulation, for the small business company that is not constituted as a corporation to transform into this type of company; V – if they detect any fact or irregularity that justifies the suspension or cancellation of the offering, suspend the distribution and immediately notify the CVM; VI – maintain an electronic discussion forum for each offering with restricted access to investors who are recipients of the offering, where it is possible to send questions, request additional information, express opinions regarding the offering or the small business company, and interact electronically with other investors; VII – verify the requirements regarding the qualification of the lead investor of the participatory investment syndicate, according to Art. 36; VIII – supervise the performance of lead investors in their electronic environment and maintain adequate controls over such activities; IX – have sufficient administrative organization and human resources for the adequate provision of their services; X – ensure that the performance fees to be charged by the platform or by the lead investor are calculated based on a simple percentage of the investor's gross capital gain;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

XI – maintain an investor service, responsible for clarifying doubts and receiving complaints from investors, as well as communications from the CVM; XII – keep available and updated on a webpage on the worldwide computer network, program, application, or electronic means, without access restrictions for the general public, the form contained in Annex 5-IV for small business companies that have carried out offers in their digital environment concluded successfully; and XII – keep available and updated on a webpage on the worldwide computer network, program, application, or electronic means, without access restrictions for the general public, the form contained in Annex 5-IV for small business companies that have carried out offers in their digital environment concluded successfully;

• Item XII with wording given by CVM Resolution No. 61, of December 27, 2021.
  XIII – keep confidential the financial information and operations carried out by its clients.
  XIII – keep confidential the financial information and operations carried out by its clients; and
• Item XIII with wording given by CVM Resolution No. 61, of December 27, 2021.
  XIV – ensure that the fee provided for in Annex IV of the law dealing with the supervision fee of the securities markets was paid by the issuer of the securities, on the date of closing of the offering concluded successfully.
• Item XIV included by CVM Resolution No. 61, of December 27, 2021.

Art. 20. The contractual relationship between the electronic investment platform and the small business company subject to a public offering exempt from registration under the terms of this Instruction must necessarily contain a clause stipulating:

I – the information that the small business company commits to disclose under the terms of section 5 of Annex 8 of this Instruction, indicating its periodicity and the deadline for making it available to the platform; and

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

II – the duty of the small business company to notify the platform, within a period of up to 5 (five) business days, of the occurrence of the following events:
a) closure of the activities of the small business company; b) change in the objective of the business plan contained in the essential information of the offering; or c) any fact stipulated in a contractual clause regarding payment or early maturity, or that may result in the exercise of any other right by the holders of the offered securities.

§ 1st The information referred to in section 5 of Annex 8 of this Instruction must have a minimum periodicity of six months.

§ 2nd Access to the information of the small business company referred to in section 5 of Annex 8 of this Instruction must be equitable for all investors who joined the offering, regardless of the amount invested and the adherence to a participatory investment syndicate.

Art. 21. The platform must disclose the information provided for in Art. 20 to investors who have acquired the offered securities within 2 (two) business days after its receipt.

Art. 22. The obligation of the platform and the small business company to disclose the information required in Arts. 20 and 21 will cease in the following cases:

I – maturity of the security offered under the terms of this Instruction and respective payment of principal and interest; II – conversion of the entire issuance of the security offered under the terms of this Instruction into shares of a corporation; or III – after communication of the closure of the activities of the small business company.

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Art. 23. The provisions of Arts. 20 to 22 of this Instruction do not remove the information reporting obligations of the small business company provided for by law, according to its corporate type.

Art. 24. Taking into account the provisions of § 5th of Art. 3rd of this Instruction, the platform must publish on a webpage on the worldwide computer network, program, application, or electronic means, without access restrictions for the general public, the list of small business companies that are in default regarding the fulfillment of contractual obligations to provide periodic information reporting provided for in Art. 20, I.

Sole Paragraph. For the purposes of this Instruction, the issuer is considered in default if it has failed to present the periodic information by the deadline and has not remedied this omission within a period of 15 (fifteen) days.

Art. 25. The platform must prepare educational material aimed at guiding interested parties in this type of offering and containing information on:

I – the offering procedures, including:
a) the method of confirming the investment; b) the mechanisms for the investor to exercise their right of withdrawal provided for in Art. 3rd, III; c) the possibility of partial offering if the minimum target fundraising value is reached; d) guidelines for sending the declarations contained in Annexes 4-A, 4-B, and 4-C; and e) other relevant information for understanding the functioning of the offering; II – individual investment restrictions, according to Art. 4th of this Instruction; III – the technical terms that usually appear in the contracts or deeds used by the platform;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

IV – the risk of investing in small business companies and the possibility of losing the total invested capital; V – the indication that the constitution of a diversified portfolio by the investor is the greatest mitigator of the risks involved in investing in small business companies; VI – the mortality rates of micro and small enterprises observed in the country, with indication of the source of information used; VII – the difficulty of valuing the company at the time of the offering; VIII – the return periods that should be expected in this type of undertaking; IX – the lack of liquidity of the security; X – the difficulties in pricing the security after the offering; XI – the absence of obligation to present accounting statements to investors and the requirement of independent audit of the statements; XII – the fact that the securities will not be held by a custodian institution, if this service is not contracted by the small business company, and the implications of this fact; XIII – in the case of using a participatory investment syndicate, the forms of its functioning, including the possibility of indirect investment in the small business company through the use of an investment vehicle structure, including the additional costs arising from its structure; XIV – the calculation method, including numerical examples, of the performance fee paid:
a) to the platform, if any; and b) to the lead investor in the event of using a participatory investment syndicate, if any; and

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

XV – how to send inquiries and complaints to the platform, also informing the electronic address of the Citizen Service Center (SAC) of the Security and Exchange Commission of Brazil – CVM in case of not being satisfactorily attended by the platform, as well as for sending reports.

§ 1st The educational content must be sent electronically to all investors who have expressed interest in the offerings by registering on the platform and must be available to the general public without access restrictions on a page dedicated exclusively to this content, with the respective access address highlighted on the main page of the platform on the worldwide computer network.

§ 2nd The programs, applications, or any electronic means made available by the platform must highlight the existence of the educational content, providing unrestricted access for the general public.

Art. 26. The platform must always present the following notice prominently on its main page and in the programs, applications, or any electronic means made available:

"Small business companies and the offerings presented on this platform are automatically exempt from registration by the Security and Exchange Commission of Brazil - CVM.
The CVM does not analyze the offerings in advance.
The offerings made do not imply, on the part of the CVM, a guarantee of the truthfulness of the information provided, compliance with current legislation, or judgment on the quality of the small business company. Before accepting an offer, read the essential information of the offering carefully, especially the section on risk alerts."

Art. 27. Platforms must send to the CVM through an electronic system available on the CVM's webpage on the worldwide computer network, the following documents and information:

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

Art. 27. Platforms must send to the CVM through an electronic system available on the CVM's webpage on the worldwide computer network, the following documents and information:

• Main text with wording given by CVM Resolution No. 61, of December 27, 2021.
  I – on the start date of each offering and within up to 5 (five) calendar days after the closing, the information described in Annex 27-I; and
• Item I with wording given by CVM Resolution No. 61, of December 27, 2021.
  II – annually, until March 1st, a report with the offerings carried out, containing the information described in Annex 27-II.

Section II – Prohibitions

Art. 28. In conducting their activities, electronic investment platforms, their partners, administrators, and employees cannot:

I – conduct the search, in whole or in part, of undefined subscribers or acquirers for the securities offered with exemption from registration under the terms of this Instruction outside the electronic environment of the platform, except as provided in Art. 11, § 2nd; II – conduct trading in a store, office, or establishment open to the public, intended, in whole or in part, for undefined subscribers or acquirers for the securities offered with exemption from registration based on this Instruction; III – conduct the search, in whole or in part, of undefined subscribers or acquirers for the securities offered with exemption from registration under the terms of this Instruction through telephone contact; IV – use advertising material to promote the offering outside the electronic environment of the platform;

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM)

V – promise predetermined returns to investors; VI – exercise discretionary management of investors' funds; VII – make personalized recommendations to investors regarding the public offerings carried out with exemption from registration; VIII – receive deposits of the amounts made available by investors in current accounts or carry out any activity exclusive to financial institutions; IX – carry out activities exclusive to entities administering organized securities markets; X – carry out secondary intermediation activities of securities; XI – hold the securities acquired by investors; XII – grant credit to investors or small business issuers; XIII – make available mechanisms that allow investors to make automatic applications in one or more offerings; XIV – restrict participation in the offering to people who have purchased products or services from the issuer; XV – request transfer of investors' funds before the start of a public offering; XVI – distribute, outside the electronic environment of the platform, securities of a small business company subject to an ongoing public offering; and XVII – hold, prior to the offering, either through direct participation or convertible securities, participation exceeding 20% (twenty percent) of the share capital of the small business company subject to the public offering, except in the case of a subsequent offering or of an offering by the platform itself as a small business company.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION § 1 The use of advertising material in offers displayed on the public offer page on the electronic participatory investment platform does not depend on prior authorization by the CVM. § 2 The advertising material used in accordance with § 1 cannot contain information different from or inconsistent with that contained in the essential information of the offer and must be prepared in a calm and moderate language, warning its readers of the risks of investment. § 3 Without prejudice to the provisions of § 1, the CVM may, at any time, by reasoned decision, request corrections, changes or even the cessation of advertising.
Section III – Communication with investors
Art. 29. In the operation of the electronic discussion forums of the platform, its partners, administrators, employees, both of the small business entity offering, as well as of the platform, as well as the lead investors, are prohibited from deleting or removing comments that disagree with the premises or predictions of the future performance of the businesses that have been presented by the small business entity, by the lead investor, by the platform itself, or by other forum users. Sole paragraph. The moderator of the electronic discussion forum may remove content that conveys a message of hate, discriminatory, illegal, immoral or in offensive and inappropriate language. Art. 30. Messages sent through the platform, electronic discussion forums, email, social media and other similar programs and applications must contain clear identification of the platform, its partners, administrators and employees, the lead investor, or the small business entity and its representatives as a participant or sender. Art. 31. Messages sent through the platform, email, social media and other similar programs and applications are not considered as a solicitation, in whole or in part, of subscribers or indeterminate acquirers carried out outside the platform environment if:
I – they have complied with the provisions of art. 30; II – they do not contain advertising material; and

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION III – contain only the information of the existence of the offer and the electronic direction to the essential information of the offer, in accordance with art. 8.
CHAPTER VI – INVESTMENT SYNDICATE
Section I - Constitution
Art. 32. It is permitted for platforms to admit in their electronic environment the grouping of investors supporting a lead investor in an investment syndicate for the purpose of participating in public offerings of distribution of securities of small business entities carried out in accordance with this Instruction. Art. 33. It is admitted that an investment vehicle (“vehicle”) is constituted for the investment syndicate to participate in public offerings of distribution of securities carried out with exemption from registration in accordance with this Instruction, provided that:
I – each vehicle is restricted to participation in only one public offering of securities distributed in accordance with this Instruction, and the acquisition of securities issued by more than one small business entity is prohibited; II – the vehicle does not expose supporting investors to additional risks than those they would incur when investing individually in the same offer; III – the vehicle does not subject supporting investors to credit risk different from that of the small business entity issuing the securities offered publicly; IV – equitable treatment is guaranteed to all supporting investors who joined the vehicle; V – the vehicle has adequate governance rules that allow the participation of supporting investors in the event of the need for deliberations regarding the invested small business entity or the securities issued by it; VI – in the event of conversion or alienation of the investment made by the vehicle, supporting investors are guaranteed, individually, the right to choose to receive the securities or the resources received by the vehicle, except for the portion corresponding to the performance fee due to the lead investor and the platform, if applicable; and VII – with respect to item VI, a period of no more than 30 (thirty) days is established for the transfer of the securities or the resources received by the vehicle to the supporting investors. Art. 34. The platform that allows an investment syndicate constituted in the form of an investment vehicle to participate in public offerings in its electronic environment must verify the existence of contractual provision consistent with the need for resources for the funding of activities related to the functioning of the syndicate. Sole paragraph. The platform must inform the portion of the amount raised expressed in a fixed value and national currency, to be paid at the end of the offer, destined exclusively for the payment of expenses until the end of the syndicate's activities.
Section II – Lead Investor
Art. 35. The participation of lead investors in public offerings exempt from registration in accordance with this Instruction is admitted, with the aim of reducing information asymmetry between issuers and investors. § 1 The lead investor must present their personal investment thesis exposing the justifications for the choice of the small business entity in order to assist investors in the investment decision-making process. § 2 The lead investor must disclose their previous experience in leading investment rounds or with the making of personal investments in small business entities, including the percentage of their participation and the results obtained. § 3 The lead investor may also act:
I – with the small business entity, applying their knowledge, experience and network of relationships aiming to increase the chances of success of the company, and

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION II – as an interlocutor between the small business entity and the investment syndicate, always in alignment with the interest of the syndicate's investors. § 4 The payment of the performance fee due by supporting investors to the lead investor and to the platform is admitted, including through securities issued by the small business entity. Art. 36. The lead investor must meet the following requirements:
I – not hold, prior to the offer, whether through direct participation or convertible securities, participation greater than 20% (twenty percent) of the share capital of the small business entity subject to the public offer; II – make an investment of own resources in the small business entity of at least 5% (five percent) of the minimum target value of fundraising in the public offer and under the same terms as the other supporting investors of the syndicate; III – not be disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC; IV – not have been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money laundering or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system or a criminal penalty that prohibits, even temporarily, access to public office, by a final and unappealable decision, except in the case of rehabilitation; and V – not have suffered, in the last 5 (five) years, punishment as a result of activity subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC. Sole paragraph. In the case of a legal entity lead investor, the items of the main text apply to the set of partners and administrators.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Art. 37. The platform must enter into a contract with the lead investor that establishes the following prohibitions during the exercise of its activities:
I – receipt of any kind of remuneration, except for the variable performance fee based on the return of the securities acquired by the supporting investors of the syndicate; II – carrying out any activities prohibited to platforms, their partners, administrators and employees listed in art. 28 of this Instruction; and III – increase of the performance fee contained in the essential information of the offer after its closure.
CHAPTER VII – MAINTENANCE OF ARCHIVES
Art. 38. Collective investment platforms must maintain, for a minimum period of 5 (five) years, counted from the date of closure of the offer, or for a longer period by express determination of the CVM, all documents and information required by this Instruction. Sole paragraph. The documents and information referred to in the main text may be stored in physical or electronic media, allowing the replacement of original documents with their digitized images.
CHAPTER VIII – LIABILITY OF ADMINISTRATORS
Art. 39. The administrators of the electronic participatory investment platform, within their competencies, have the duty to ensure compliance with the obligations imposed on the platform by this Instruction. Art. 40. The administrators of the small business entity, within their competencies, have the duty to ensure compliance with the obligations imposed on the entity by this Instruction.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
CHAPTER IX – FINAL AND TRANSITORY PROVISIONS
Art. 41. Art. 5 of CVM Instruction No. 400, of December 29, 2003, shall be amended as follows:
“Art. 5º ……
I – which deals with CVM Instruction No. 286, of July 31, 1998, which provides for the alienation of shares owned by legal entities of public law and entities controlled directly or indirectly by the Public Power and exempts the registrations referred to in arts. 19 and 21 of Law No. 6.385, of December 7, 1976, in the cases it specifies; and II – of a single and indivisible lot of securities. III – REVOKED …… § 4 REVOKED § 5 REVOKED § 6 REVOKED § 7 REVOKED § 8 REVOKED” (N.R.) Art 42. Art. 7 of CVM Instruction No. 480, of December 7, 2008, shall be amended as follows:
“Art. 7º ……
……
IV – REVOKED
V – REVOKED
VI – issuers of financial letters distributed within the scope of a Continuous Distribution Program, which must observe the provisions of Annex 7-VI; VII – issuers of structured operations certificates - COE distributed with exemption from registration of public offer in accordance with specific instruction; and VIII – the small business entity that is the issuer, exclusively, of securities distributed with exemption from registration of public offer through an electronic participatory investment platform, in accordance with specific regulation. ……” (NR) Art. 43. Annex 1 of CVM Instruction No. 510, of December 5, 2011, shall be amended as follows:
“ANNEX 1
PARTICIPANTS
……
XXXIV - credit risk rating agencies;
XXXV - fiduciary agent, and
XXXVI – provider of electronic participatory investment platform services.”(NR)

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Art. 44. Annex 2 of CVM Instruction No. 510, of 2011, shall be amended by adding item XXXVI containing registration information related to the electronic participatory platform in accordance with Annex 44 of this Instruction. Art. 45. Art. 3 of CVM Instruction No. 541, of December 20, 2013, shall be amended as follows:
“Art. 3º ……
……
Sole paragraph. ……
……
II – closed investment fund shares not admitted to trading in a secondary market; III – structured operations certificates - COE not admitted to trading in a centralized and multilateral system maintained by a market organizer entity; and IV – securities issued by small business entities distributed with exemption from registration of public offer through an electronic participatory investment platform, in accordance with specific regulation.” (NR) Art. 46. A serious offense is considered, for the purposes of § 3 of art. 11 of Law No. 6.385, of December 7, 1976:
I – the carrying out of a public offer without registration at the CVM in violation of arts. 3 to 5, 8 and 12 of this Instruction; and II – non-observance of the provisions of arts. 18, 19, 26, 28, 29 to 31, 33, and 36 to 38 of this Instruction.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Art. 47. Without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976, the platform administrator is subject to a daily fine of R$ 500.00 (five hundred reais), due to non-compliance with the deadlines for delivering information referred to in art. 27. Art. 47. The platform administrator is subject to the daily fine provided for in the specific norm dealing with coercive fines due to non-compliance with the deadlines for delivering information referred to in art. 27, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

• Art. 47 with wording given by CVM Instruction No. 609, of June 25, 2019.
  Art. 48. The platforms mentioned in this Instruction are exempt from observing specific regulation on the verification of the adequacy of products, services and operations to the client's profile.
  Art. 49. Platforms that have already carried out at least one public offering of securities exempt from registration in accordance with art 5, III of CVM Instruction No. 400, of 2003, until the date of publication of this Instruction have 120 (one hundred and twenty) days counted from the date of entry into force of this Instruction to request authorization to provide electronic participatory investment platform services referred to in art. 14. Sole paragraph. After the period mentioned in the main text, platforms can no longer conduct public offerings of securities exempt from registration in accordance with this Instruction until obtaining the aforementioned authorization to provide electronic participatory investment platform services. Art. 50. Platforms that have already carried out at least one public offering of securities exempt from registration in accordance with art 5, III of CVM Instruction No. 400, of 2003, until the date of publication of this Instruction and have complied with the command of art. 49, are authorized to conduct new offerings of securities in accordance with this Instruction until they complete the process of obtaining registration. § 1 New offerings conducted by platforms during the registration process must observe the other requirements of this Instruction, except for the requirement of platform registration.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION § 2 Public offerings that are underway on the date of publication of this Instruction may proceed under the terms in which they were initially presented to investors, without the need for adaptations until their closure. Art. 51. Item III, §§ 4 to 8 of art 5, and Annex IX, all of CVM Instruction No. 400, of December 29, 2003, and items IV and V of art. 7 of CVM Instruction No. 480, of December 7, 2008 are revoked. Art. 52. This Instruction enters into force on the date of its publication. Original signed by LEONARDO P. GOMES PEREIRA President

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
Annex 4-A
DECLARATION OF QUALIFIED INVESTOR STATUS
By signing this term, I affirm my status as a qualified investor and declare that I have knowledge of the financial market sufficient so that a set of legal and regulatory protections granted to investors who are not qualified are not applicable to me. As a qualified investor, I attest that I am capable of understanding and weighing the financial risks related to the application of my resources in a public offering of distribution of securities issued by small business entities, carried out with exemption from registration at the Securities and Exchange Commission - CVM, through an electronic participatory investment platform. I declare, under the penalties of law, that I have financial investments in a value greater than R$ 1,000,000.00 (one million reais). Date and place, ______ [Insert name] [CPF]

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
Annex 4-B
DECLARATION
I declare, under the penalties of law, that:

1. I have annual gross income or financial investments in a value greater than R$ 100,000.00 (one hundred thousand reais).
2. the value of my investment in the offer of [ issuer ], when added to the value of R$ [ amount ] that I have already invested in the calendar year in offers exempt from registration at the Securities and Exchange Commission – CVM through electronic participatory investment platforms (investment crowdfunding), does not exceed 10% (ten percent) of the greater of: (a) my annual gross income; or (b) the total amount of my financial investments.
3. I understand that the 10% (ten percent) limit aims to protect investors due to the level of risk and lack of liquidity associated with investments through crowdfunding.
4. I understand that it is my responsibility to ensure that the total value of my investments made in the calendar year on all combined investment crowdfunding platforms does not exceed the limit.
   Date and place,

---

[Insert name] [CPF]

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
Annex 4-C
DECLARATION
I declare, under the penalties of law, that:

1. the value of my investment in the offer of [ issuer ], when added to the value of R$ [ amount ] that I have already invested in the calendar year in offers exempt from registration at the Securities and Exchange Commission – CVM through electronic participatory investment platforms (investment crowdfunding), does not exceed R$ 10,000.00 (ten thousand reais).
2. I understand that the limit of R$ 10,000.00 (ten thousand reais) aims to protect investors due to the level of risk and lack of liquidity associated with investments through crowdfunding.
3. I understand that it is my responsibility to ensure that the total value of my investments made in the calendar year on all combined investment crowdfunding platforms does not exceed the limit.
   Date and place,

---

[Insert name] [CPF]

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
Annex 5-IV
CONSOLIDATED LIST OF CLOSED OFFERS WHOSE MINIMUM TARGET VALUE OF RAISING WAS REACHED 1 Number Small business entity CNPJ Date of closure of the offer Amount raised 1 [name] [no.] [date] R$ [amount] 2 [name] [no.] [date] R$ [amount] 3 [name] [no.] [date] R$ [amount] 4 [name] [no.] [date] R$ [amount] 5 [name] [no.] [date] R$ [amount] ... [name] [no.] [date] R$ [amount] Total Amount Raised on the platform R$ [amount]

1 The information must be provided in relation to each offer whose minimum target value of raising was reached, and the last line of the table must disclose the total amount already raised by the platform.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION
Annex 8
ESSENTIAL INFORMATION ABOUT THE PUBLIC OFFERING OF DISTRIBUTION OF SECURITIES ISSUED BY A SMALL BUSINESS ENTITY EXEMPT FROM REGISTRATION BY THE CVM AND CARRIED OUT THROUGH AN ELECTRONIC PARTICIPATORY INVESTMENT PLATFORM:
Before investing, read this material carefully.
Section 1. Information about the small business entity:
a) name, corporate form, headquarters, contact address and the National Registry of Legal Entities – CNPJ number; b) sector of activity, activities developed and company history; c) number of employees and outsourced workers; d) net worth and share capital; e) accounting statements prepared in accordance with current legislation; f) identification of the main executives, including CPF, their functions and resumes; and g) identification of the controllers, including CPF and the percentages of voting and total capital held.
Section 2. Information about the business plan:
a) the objective of the business; b) the main products or services offered;

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION c) the target audience of the business; d) the region of operation; e) the purpose of the offer; f) the destination and form of use of the raised resources, indicating the activities that will be carried out in the minimum and maximum fundraising scenarios; g) the estimated monthly and annual revenue for the next 5 (five) years; h) the eventual existence of a previous public offering of securities of the small business entity that has been exempt from registration in accordance with this Instruction and the prices practiced; and i) other information considered relevant.
Section 3. Information about the offered security:
a) type, quantity offered, unit price and fundraising period with the respective start and end dates; b) total value of the offer, indicating, if applicable, the possibility of partial distribution if the minimum fundraising value is reached; c) clarification if the offered security:

1. confers on the holder the right of credit against the small business entity and the remuneration conditions;
2. is a debt title convertible into participation;
3. confers participation in the capital;
4. confers voting rights and, especially, if there are any restrictions on this right; and

SECURITIES COMMISSION OF BRAZIL (CVM)

5. is subject to free assignment or transfer, or what are the limitations to these rights;
   d) regarding item 3 of clause (c) of Section 3, what is the percentage corresponding to the capital of the small business entity being offered on the date the offer begins; e) regarding item 2 of clause (c) of Section 3, the conditions under which the conversion will take place and the valuation method for the small business entity for the purpose of determining the price and quantity of the securities to be issued upon conversion; f) regarding items 2 and 3 of clause (c) of Section 3, the eventual existence of an obligation to adhere to a shareholders' or partners' agreement, upon acquisition or conversion of the participation title, along with the main rights and obligations arising from this agreement, especially regarding limitations on voting rights; g) regarding item 2 of clause (c) of Section 3, what political and patrimonial rights in the small business entity will be conferred by the shares to be delivered to the investor upon conversion.

Section 4. Information on the investment syndicate, if applicable:
a) mode of operation, specifying whether there is a structure for an investment vehicle to gather investors; b) if an investment vehicle is structured, explain its governance rules; c) if an investment vehicle is structured, provide information on the contractual instruments that guarantee the investor's participation in the vehicle; d) rights and obligations of the investors in the participation investment syndicate; e) if an investment vehicle is structured, identify and qualify its administrator; f) if an investment vehicle is structured, specify its formation and operating costs, stipulating the method of payment for these costs over the duration of the vehicle;

SECURITIES COMMISSION OF BRAZIL (CVM)

g) eventual veto powers of the lead investor or the investment vehicle, if structured, regarding corporate decisions in the issuer, as well as other powers of interference in the governance of the small business entity; and h) the following information regarding the lead investor:

1. identification and qualification, including administrator and partners, in the case of a legal entity;
2. amount of intended contribution in the public offer;
3. method for calculating the performance fee, if applicable;
4. eventual participation in the issuer's administrative board after the completion of the offer;
5. potential conflicts of interest regarding the small business entity, including values already invested in the business;
6. when applicable, content and frequency of information to be provided regarding the progress of the small business entity's business;
7. functions to be performed in accordance with Art. 35 of this Instruction;
8. experience in the markets in which the entity operates;
9. communication channel between the lead investor and other investors in the offer; and
10. the lead investor's investments used to prove their experience, pursuant to Art. 35, § 2nd, listing the small business entities in which they have already invested, the percentage of their participation, and the positive and negative results already achieved.

SECURITIES COMMISSION OF BRAZIL (CVM)

Section 5. Communication regarding the provision of continuous information after the offer
a) describe which periodic information the small business entity commits to disclose to investors via the platform, describing the frequency and the information to be provided, such as: performance indicators, financial information, development of new products, team changes, etc.

Section 6. Risk Alerts:
a) inform that there is a possibility of losing the entire capital invested due to the failure of the small business entity; b) inform of the eventual existence of other titles, instruments, or securities of the small business entity that confer additional rights or privileges to those subject of the offer and how those rights may materially limit or dilute the investor's participation in the entity; c) inform of the eventual existence of a private offer that comprises the financing round, whether prior or simultaneous, including the amount of the private offer expressed in monetary value and in proportion to the target value being offered publicly with exemption from registration under this Instruction and, when applicable, clarify how the titles, instruments, or securities offered privately may materially limit or dilute the investor's participation; d) inform the investor's right to withdraw from the investment without incurring any fines or penalties, during the withdrawal period; e) notify that there is no obligation for the small business entity, which is not constituted as a corporation, to transform into this type of society, describing the implications of non-transformation for the holder of the acquired securities; f) when applicable, describe the responsibilities arising from the acquisition and conversion of participation in business entities that, depending on the corporate type adopted, may entail possible risks to the investor's personal assets due to their limited patrimonial liability not being recognized in judicial decisions in labor, social security, and tax spheres, among others;

SECURITIES COMMISSION OF BRAZIL (CVM)

g) inform that the securities are issued in non-book-entry form and that their custody will be the responsibility of the investor themselves, in cases where bookkeeping and custody service providers have not been contracted; h) inform of the non-existence of a regulated secondary market for trading securities acquired in an offer exempt from registration under this Instruction; i) inform that the small business entity is not registered with the CVM and that there may be no provision of continuous information after the completion of the offer; and j) inform that there is a risk of discontinuation of the platform's operations, which may affect the obtaining of information about the small business entity after the completion of the offer.

Section 7. Information on Conflicts of Interest
a) disclosure of possible situations of conflict of interest related to the platform's operation as an intermediary for the offer.

Section 8. Information on the remuneration of the electronic participation investment platform and the criteria used for its determination
a) fixed remuneration value, if applicable; b) success rate for raising the target value, if applicable; c) remuneration through the receipt of securities from the small business entity, distributed or not in the offer, if applicable; d) remuneration through a performance fee, if applicable; and e) other forms of remuneration, if applicable.

SECURITIES COMMISSION OF BRAZIL (CVM)

Section 9. Information on Applicable Taxation
a) describe the applicable taxation to investors in case of obtaining a return on the investment in the small business entity; and b) if an investment vehicle is structured, describe the applicable taxation in case of return on investment made via a participation investment syndicate.

Section 10. Warning
Warning in bold with the following wording:
"The small business entity and the offer presented on this platform are automatically exempt from registration by the Securities and Exchange Commission - CVM.
The CVM does not pre-analyze offers.
Offers made do not imply, by the CVM, a guarantee of the truthfulness of the information provided, adequacy to current legislation, or judgment on the quality of the small business entity.
Before accepting an offer, read carefully the essential information of the offer, especially the section on risk alerts."

Annex 14
Documents for the Registration Request File
ELECTRONIC PARTICIPATION INVESTMENT PLATFORM
Art. 1. The authorization request must be accompanied by the following documents:
I – request signed by the administrator responsible for the activities of the electronic participation investment platform before the CVM; II – copy of the constitutive acts in their current and updated version, bearing legal formalities, which must contain provision for the exercise of the activity and a legal entity certificate issued by the Brazilian Federal Revenue Service; III – accounting statements prepared in accordance with current legislation; IV – opinion from an independent information technology auditor on the adequacy of the systems used by the platform to the requirements of Art. 13, II; V – copy of the code of conduct, pursuant to Art. 13, III; VI – identification documents of partners and administrators, including identity card, CPF (Individual Taxpayer Registry), and proof of residence in the case of administrators; VII – individual declarations signed by the partners and administrators of the platform attesting:
a) that they are not disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP, or by the National Superintendence of Complementary Pension – PREVIC; b) that they have not been convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith, or public property, the national financial system, or criminal penalty that prohibits, even temporarily, access to public offices, by a final and unappealable decision, except in the case of rehabilitation; and c) that, in the last 5 (five) years, they have not suffered punishment resulting from activities subject to the control and supervision of the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP, or the National Superintendence of Complementary Pension – PREVIC; and VIII – draft of the risk awareness term required by item IV of Art. 19 of this Instruction; IX – draft of the educational material required by Art. 25 of this Instruction; and X – registration information form contained in item XXXVI of Annex 2 of CVM Instruction No. 510, of 2011, duly completed. Sole Paragraph. The opinion referred to in item IV must be issued by an independent auditor with certification recognized in information technology auditing.

SECURITIES COMMISSION OF BRAZIL (CVM)

Annex 27-I
INFORMATION ON THE START OF PUBLIC OFFER OF SECURITIES ISSUED BY A SMALL BUSINESS ENTITY CONDUCTED WITH EXEMPTION FROM REGISTRATION AT THE SECURITIES AND EXCHANGE COMMISSION INFORMATION ON THE START AND END OF PUBLIC OFFER OF SECURITIES ISSUED BY A SMALL BUSINESS ENTITY CONDUCTED WITH EXEMPTION FROM REGISTRATION AT THE SECURITIES AND EXCHANGE COMMISSION

• Title with wording given by CVM Resolution No. 61, of December 27, 2021.
  SMALL BUSINESS ENTITY
  Name:
  CNPJ (Corporate Taxpayer Registry):
  Corporate type:
  Head office address:
  Name of legal representative:
  Contact phone:
  E-mail:
  Society's website (if applicable):
  Gross revenue in the last fiscal year:
  OFFER DATA
  Quantity of securities subject to the offer:
  Description of the offered security:
  species:
  class:
  Unit price: R$
  Maximum target value of the offer: R$
  Offer start date:
  Identification of the Electronic Participation Investment Platform:
  Platform's website:
  DATA ON THE CLOSURE OF THE OFFER:

SECURITIES COMMISSION OF BRAZIL (CVM)

Offer end date:
Total amount raised: R$
Final placement data, indicating the number of participating investors and the total amounts acquired according to the following categories:
a) qualified; b) non-qualified up to R$ 10,000.00 (Art. 4, caput); c) non-qualified above R$ 10,000.00 (Art. 4, III).
Reference number for the supervision fee payment:

• Data on Offer Closure included by CVM Resolution No. 61, of December 27, 2021.

SECURITIES COMMISSION OF BRAZIL (CVM)

Annex 27-II
ANNUAL REPORT – ELECTRONIC PARTICIPATION INVESTMENT PLATFORMS PLATFORM IDENTIFICATION Name:
CNPJ:
Website:
ANNUAL REPORT
Reference year:
Number of closed offers where the minimum target value for raising funds was reached:
Number of closed offers where the minimum target value for raising funds was not reached:
Number of ongoing offers:
Number of partners:
Number of employees:
Net equity (R$) :
INFORMATION ON CLOSED OFFERS WHERE THE MINIMUM TARGET VALUE FOR RAISING FUNDS WAS NOT REACHED 2 Small business entity:
CNPJ:
Corporate type:
Type of investment vehicle of the participation investment syndicate (if applicable):
______ CNPJ:______
Lead investor of the syndicate (if applicable): ______ CPF:______ Society's website, if applicable:
Offer start date:
Offer end date:
Quantity of securities subject to the offer:
Species:
Class:
Unit price: R$
Maximum target value of the offer: R$
INFORMATION ON CLOSED OFFERS WHERE THE MINIMUM TARGET VALUE FOR RAISING FUNDS WAS REACHED 3 Small business entity:
CNPJ:
Corporate type:
Society's website, if applicable:
Offer start date:
Offer end date:
Quantity of securities subject to the offer:
Species:
Class:
Unit price:
Maximum target value of the offer: R$
Total amount raised: R$
Type of investment vehicle of the participation investment syndicate (if applicable):
______ CNPJ:______
Lead investor of the syndicate (if applicable):______ CPF:______ Final placement data, indicating the number and percentage of participating investors in the offer according to the following categories:
a) qualified; b) non-qualified up to R$ 10,000.00 (Art. 4, caput); c) non-qualified above R$ 10,000.00 (Art. 4, III);

3 Information must be provided for each successful closed offer.

SECURITIES COMMISSION OF BRAZIL (CVM)

Annex 44
XXXVI – REGISTRATION INFORMATION RELATIVE TO THE ELECTRONIC PARTICIPATION INVESTMENT PLATFORM General Data:
CNPJ.
Web Site.
Social Name.
Date of start of social name.
Trade Name.
Date of start of trade name
Status.
Date of start of Status.
Responsible Administrator
CPF.
Name.
E-mail.
Street.
Complement.
Neighborhood.
State (UF).
Municipality.
Zip Code (CEP).
Related Phones
Related Faxes.

Start Date.
Platform address:
Address type.
Street.
Complement.
Neighborhood.
PO Box.
State (UF).
Municipality.
Zip Code (CEP).
Related Phones
Related Faxes.
Related E-mails.