GTV公平基金分配方案：两阶段向受害投资者发放款项

I. Overview

The Division of Enforcement submits this Proposed Plan of Distribution (the “Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 1101 of the Commission's Rules on Fair Fund and Disgorgement Plans. This Plan provides for the distribution of a Fair Fund (the “Fair Fund”), comprised of disgorgement, prejudgment interest, and civil money penalties paid by GTV Media Group, Inc. (“GTV”), Saraca Media Group, Inc. (“Saraca” and together with GTV, the “G Entities”), and Voice of Guo Media, Inc. (“VOG”) (collectively, the “Respondents”) in the above-captioned matter.

The Plan seeks to compensate investors who were harmed by the Respondents' conduct described in the Order, in connection with their acquisitions or purchases of two unregistered securities — GTV common stock (“GTV Stock”) and a digital asset security referred to as either G-Coins or G-Dollar (the “Digital Asset”) (collectively, the “Securities”). As calculated using the methodology detailed in the Plan of Allocation (attached as Exhibit A), investors will be compensated for their losses on investments in the Securities that were purchased between April 20, 2020 through June 2, 2020, inclusive, for purchases of GTV Stock; and April 1, 2020 through June 30, 2020, inclusive, for purchases of the Digital Asset (collectively, the “Relevant Period”).

The Commission has custody of the Fair Fund and shall retain control of the assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission retains jurisdiction over its implementation.

II. Background

On September 13, 2021, the Commission issued the Order instituting and simultaneously settling cease-and-desist proceedings against the Respondents. In the Order, the Commission found that from approximately April 2020 through June 2020, Respondents generally solicited thousands of individuals to invest in the GTV Stock offering. During the same period, the G Entities also solicited individuals to invest in the Digital Asset offering. As a result of these two unregistered securities offerings, whose proceeds were commingled, Respondents collectively raised approximately $487 million from more than 5,000 investors, including individuals in the United States.

Respondents disseminated information about the two offerings to the general public through publicly-available videos on the G Entities' websites, as well as on social media platforms such as YouTube and Twitter. With respect to the GTV Stock offering, Respondents provided prospective investors with access to Google Drives that contained investment agreements and wire instructions for investors to send funds to purchase securities.

The Commission collectively ordered the Respondents to pay $486,745,063 in disgorgement, $17,688,365 in prejudgment interest, and $35,000,000 in civil money penalties, for a total of $539,433,428, to the Commission. The Commission also created the Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid, along with the disgorgement and interest paid, can be distributed to harmed investors. To date, the Respondents have paid a total of $455,497,588.37. Any additional funds collected from the Respondents, pursuant to the Order will be added to the Fair Fund. The Fair Fund has been deposited at the United States Department of the Treasury's Bureau of the Fiscal Service (BFS) for investment.

III. Fund Administrator

On November 23, 2021, the Commission appointed JND Legal Administration (“JND”), as the fund administrator for the Fair Fund (the “Fund Administrator”), and the Fund Administrator has obtained a bond in the amount of $455,439,194.49, as ordered.

The Fund Administrator will be responsible for administering the Fair Fund in accordance with the Plan. This will include, among other things, taking reasonable steps to contact Potential Claimants; establishing a website (www.GTVMediaGroupFairFund.com, in English and Chinese) and staffing a call center; developing a claims database; making determinations as to Potential Claimant eligibility; advising Potential Claimants of deficiencies in claims and providing an opportunity to cure any documentary defects; taking antifraud measures, such as identifying false, ineligible and overstated claims; and disbursing the Fair Fund in accordance with this Plan.

IV. Filing a Claim

To avoid being barred from asserting a claim, on or before the Claims Bar Date, each Potential Claimant must submit to the Fund Administrator a properly completed Claim Form reflecting such Potential Claimant's claim, together with all required supporting documentation as the Fund Administrator deems necessary or appropriate to substantiate the claim. The Claims Bar Date shall be forty-five (45) days after the initial mailing of the Plan Notice.

All Claim Forms and supporting documentation necessary to determine a Potential Claimant's eligibility must be verified by a declaration executed by the Potential Claimant under penalty of perjury under the laws of the United States. Electronic claims submission is encouraged; a Potential Claimant must submit their claim by 11:59 p.m. on the Claims Bar Date when filing online.

V. Distribution Tranches

Because of the magnitude of this distribution and the foreseen challenges in obtaining information and verification of claim amounts from foreign investors, the distribution will proceed in two stages. In no less than one hundred thirty-five (135) days of the date of the Claim Bar Date, the Fund Administrator will seek to disburse the initial tranche (“Initial Tranche”) of the Net Available Fair Fund to those Eligible Claimants whose Claim Forms have been fully processed, whose Recognized Loss is determined to exceed $50.00, and who are deemed Payees.

Eligible Claimants whose Recognized Loss exceeds fifty dollars ($50.00) will receive a payment representing at least fifty percent (50%) of their Recognized Loss in the Initial Tranche. Once all Claim Forms have been processed and all Final Determination Notices have been sent, the Fund Administrator will seek further disbursement of the Net Available Fair Fund: (a) a full Distribution Payment to Eligible Claimants deemed Payees who did not receive a distribution in the Initial Tranche; and (b) a second disbursement to those Payees who received a distribution in the Initial Tranche, in an amount which when combined with the amount received in the Initial Tranche, will equal their full Distribution Payment.

VI. Residual Funds

If funds remain following the second tranche of the distribution and payment of all Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may seek subsequent distribution of any available remaining funds. All funds remaining in the Residual that are infeasible to distribute to investors will be returned to the Commission and transferred to the U.S. Treasury after the final accounting is approved by the Commission.