直接交给律师、合规官、基金会法务或监管沟通使用的版本。

我会刻意采用**法律备忘录（Legal Memorandum）**的语气：克制、边界清晰、可防误解。

Legal & Compliance Memorandum

Re: Universal Voucher (UV) Program under WAO DAO

Prepared for:

WAO DAO Governance Council / External Legal Review

Purpose:

To assess the legal characterization, regulatory exposure, and compliance posture of the proposed Universal Voucher (UV) mechanism.

This memorandum is explanatory, not legal advice, and is intended to support jurisdiction-specific counsel review.

I. Executive Legal Conclusion (One-Page Summary)

Universal Voucher (UV), as designed, does NOT constitute: legal tender electronic money stablecoin security investment contract money transmission instrument

Properly implemented, UV is best characterized as: a restricted-use Utility Voucher / Prepaid Right, analogous to food assistance cards, corporate benefit credits, or carbon credits.

Accordingly, UV can be structured to remain outside the scope of:

• banking regulation
• securities law
• money-transmission licensing
• AML/KYC obligations on end users

provided that specific design constraints are strictly enforced.

II. Factual Background (System Description)

A. WAO DAO Overview

• WAO DAO operates a protocol-level semantic infrastructure.
• DAO revenues derive from: enterprise patent licensing fees protocol usage fees
• Revenues are real, contractual, non-speculative cash flows.

B. Universal Voucher (UV) Overview

• UV is issued by WAO DAO.
• UV represents: a right to obtain specified categories of goods or services from pre-approved vendors
• UV is: non-transferable non-redeemable for fiat non-tradable on secondary markets

III. Legal Characterization Analysis

A. UV is NOT Money or Legal Tender

Key criteria for money / legal tender (generally):

• general acceptability
• mandatory acceptance
• unrestricted transferability
• denomination in sovereign currency

UV fails all of these criteria:

Conclusion:

UV does not constitute money or substitute currency.

B. UV is NOT a Stablecoin or E-Money

Stablecoins / e-money typically involve:

• promise of redemption
• pegged exchange value
• issuer liability to redeem

UV explicitly disclaims:

• any 1:1 peg to fiat
• any redemption obligation
• any store-of-value guarantee

UV is a usage right, not a claim on issuer assets.

C. UV is NOT a Security (Howey Test – US reference)

Under the Howey Test, a security requires:

1. Investment of money
2. In a common enterprise
3. With expectation of profit
4. Derived from efforts of others

UV fails elements (1) and (3):

• Users do not invest money to obtain UV
• UV provides consumption utility only
• No expectation of appreciation or profit

Conclusion:

UV does not qualify as an investment contract.

D. UV is NOT a Money Transmission Instrument

Money transmission generally requires:

• receiving money
• transmitting money or monetary value
• on behalf of another

UV design prevents this:

• no receipt of fiat from users
• no user-to-user transfer
• no cash equivalence

Settlement occurs only between DAO and approved vendors.

IV. Correct Legal Classification

A. Primary Classification

Restricted-Use Utility Voucher / Prepaid Right

Comparable instruments include:

• SNAP / EBT food assistance cards (US)
• employer benefit credits
• education or healthcare vouchers
• carbon credits / offsets

B. Why the Carbon Credit Analogy is Valid

Carbon credits:

• are not money
• are not securities (in most jurisdictions)
• represent regulated usage rights
• are redeemable only through approved mechanisms

UV functions analogously:

• vendors accept UV
• vendors offset UV against protocol fees
• no free cash conversion

V. AML / KYC / Compliance Posture

A. End-User AML/KYC

Not required, because:

• users do not receive cash
• users do not transmit value
• UV has restricted use

This aligns with:

• food assistance programs
• closed-loop voucher systems

B. Vendor-Side KYB (Required)

Compliance is enforced at the enterprise level:

• KYB for approved vendors
• contractual obligations
• auditability
• sanctions screening (where required)

Risk is concentrated where risk actually exists: the merchant layer.

VI. Critical Compliance Safeguards (Mandatory)

To maintain this legal posture, the following must be enforced without exception:

Safeguard 1 — No Cash Redemption

• No fiat conversion
• No off-ramp

Safeguard 2 — No Secondary Market

• No trading
• No peer-to-peer transfer

Safeguard 3 — Purpose Restriction

• Whitelisted categories only
• Public documentation

Safeguard 4 — Governance Control

• DAO vote for: funding ratio eligible categories vendor onboarding

VII. Regulatory Risk Assessment (High-Level)

VIII. Final Legal Position Statement (Recommended)

Universal Voucher is a non-monetary, restricted-use utility mechanism designed to allocate protocol-generated economic capacity toward essential goods and services during the transition to a post-employment AI economy.

It does not replace sovereign currency, does not promise returns, and does not create issuer debt.

IX. Recommendation to Counsel

• Treat UV as: voucher / credit not financial instrument
• Review per jurisdiction: prepaid access rules consumer disclosure requirements
• Maintain strict separation from WIKE Token trading markets

Closing Note (Non-Legal)

The Universal Voucher is not a financial product. It is a governance instrument for social stability in the AGI transition period.