Presents Manny Pacquiao's PAC Tokens White Paper
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Content Page Table of Contents page 03 About PAC Tokens and Global Crypto Offering Exchange (GCOX) 04 About Manny Pacquiao 05 Value Proposition 06 PAC Token Ecosystem GCOX Exchange Celeb-Pay 10 Pacpay Celebreneur Celeb-Auction Celeb-Connect Fan-Connect Celeb-Crowdsource Celeb-Charity 15 PAC Token Information Token Burning Merchanism 17 Past Achievements 18 Roadmap 19 Disclaimers 2
About PAC Tokens and Global Crypto Offering Exchange (GCOX) Preface The nature of fame has transformed dramatically in the age of technology. The emergence and development of mobile technology and smartphones in the last two decades have had a significant impact on communication and the media across the globe. The Internet has put connectivity and social media interaction in the palms of both the users and market makers, creating new ways in which brands and celebrities engage with their fans and the public. As the number of social media followers of celebrities grow, so do their fan bases and popularity. In fact, social media followership on channels such as Facebook, Instagram, and Twitter have become somewhat of a popularity indicator. Through greater engagement that is more intimate and personal via these various social media channels, celebrities have now begun to capitalise on their huge fan bases and public followings. In partnership with GCOX, international boxing superstar Manny Pacquiao presents to his fans and followers an opportunity to interact with him and participate in unique celebrity programmes through his own personal tokens called the PAC Token. GCOX is the world’s first platform of its kind where celebrities and brands are able to capitalise on blockchain technology, a highly secure and dependable distributed protocol, to truly revolutionise and redefine popularity and celebrity culture like never before. This platform also allows celebrities, at the different stages of their celebrity life cycle, to develop, monetise and revitalise their popularity. 3
About Manny Pacquiao Emmanuel "Manny" Dapidran Pacquiao (born 17 December 1978) is a Filipino professional boxer and politician, serving as a Senator of the Philippines. He currently ranks number 4 in BoxRec's ranking of the greatest pound for pound boxers of all time. In 2016, Pacquiao was ranked number 2 on ESPN's list of top pound-for-pound boxers of the past 25 years. He is the only eight-division world champion in the history of boxing, having won eleven major world titles, as well as being the first boxer to win the lineal championship in five different weight classes. Pacquiao is also the first boxer in history to win major world titles in four of the original eight weight classes of boxing: flyweight, featherweight, lightweight, and welterweight. He was named "Fighter of the Decade" for the 2000s by the Boxing Writers Association of America (BWAA, WBC, and WBO. He is also a three-time Ring magazine and BWAA Fighter of the Year, winning the award in 2006, 2008, and 2009; and the Best Fighter ESPY Award in 2009 and 20116. Pacquiao has generated approximately 19.2 million in pay-per-view buys and $1.2 billion in revenue from his 24 PPV bouts. According to Forbes, he was the second highest paid athlete in the world as of 2015. Beyond boxing, Pacquiao has participated in basketball, business, TV hosting, acting, music recording, and politics. In May 2010, Pacquiao was elected to the House of Representatives in the 15th Congress of the Philippines, representing the province of Sarangani. He was re-elected in 2013 to the 16th Congress of the Philippines. In June 2016, Pacquiao was elected as a Senator and will serve a six-year term until 2022. Manny Pacquiao is GCOX's celebrity as well as investor. He announced his involvement with GCOX and the development of his PAC Token during his press conference prior to his fight with Lucas Matthysse in July 2018. On 1 September 2019, GCOX produced the first major concert of Manny Pacquiao - “A Concert For Champions” held at the prestigious Smart Araneta Coliseum in Manila, Philippines. During the highly-anticipated concert, which was attended by thousands of fans, PAC Token was officially launched by the boxing legend himself. The electrifying event made international headline news the following day, paving the way for a successful listing on the GCOX Exchange weeks later. 4
Value Proposition The rapid rise of blockchain technology has enabled us to conceive new ways of allowing celebrities to interact with their fans. Utility tokens will allow fans to gain access to unique celebrity programmes, merchandise and services that are available on the various GCOX platforms. Via GCOX, Manny Pacquiao will create his personalized crypto token called the “PAC Token” (PAC ). PAC Tokens (PAC) ride on the advantage of blockchain by transforming the popularity and brand of Manny Pacquiao into crypto tokens which are quantifiable and exchangeable. Millions of fans will now be able to get closer to their idol Manny Pacquiao by having access to his bespoke fan-celebrity programmes powered by GCOX via a suite of GCOX platforms as shown in the figure below (See figure 1 below). CELEB-PAY CELEBRENEUR CELEB-AUCTION PacPay is a global digital payment solution that Celebreneur is an empowerment platform for fans Exclusive autographed merchandises of Manny Pacquiao, aims to help the fans of Manny Pacquiao save more, of Manny Pacquiao to embark on an entrepreneurial including highly sought-after VIP tickets will be made earn more as they spend. The PacPay card is a journey with other fans. Via Celebreneur, fans will available for bidding or purchasing using PAC Tokens. prepaid card that allows cardholders to spend be mentored by successful entrepreneurs to cryptocurrency in over 100 countries, wherever promote celebrity tokens and exclusive UnionPay debit cards are accepted. merchandises, with rewards and incentives given to encourage active participation. FAN-CONNECT CELEB-CROWDSOURCE CELEB-CHARITY CELEB-CONNECT We provide a convenient and accessible Fans of Manny Pacquiao will have the A unique and bespoke talent discovery platform Fans can now earn rewards by connecting to global platform for celebrities and fans to participate in opportunity to be invited to exclusive private to allow fans to have greater engagement with merchants via a proprietary mobile application called selected charitable projects around the world. events, attend meet-and-greet sessions, enjoy their favourite celebrities and to be discovered WhaleBay, to participate in crowdsourcing tasks and money-cannot-buy VIP privileges and connect by movers and shakers of the global challenges. The more you do, the more you earn! with their favourite idol via live-streaming. entertainment industry. 5
PAC Token Ecosystem PAC Token will latch onto and utilise the existing GCOX ecosystem, which comprises the GCOX Exchange and the various celebrity programmes including Celeb-Pay, Celebreneur, Celeb-Auction, Celeb-Connect, Fan-Connect, Celeb-Crowdsource and Celeb-Charity. In summary, the PAC Token ecosystem considers all the enablers that will make the system sustainable. The GCOX Exchange will facilitate the purchase of the tokens by the fans. Here, users can buy PAC Tokens from the exchange market. The utility of the PAC Tokens will take place in the various celebrity platforms in the PAC Token ecosystem, where fans, merchants and supporters of the PAC Tokens transact and interact. Buy / Sell GCOX Exchange PAC Token PAC Token Ecosystem CELEB-PAY CELEBRENEUR CELEB-AUCTION CELEB-CONNECT FAN-CONNECT CELEB-CROWDSOURCE CELEB-CHARITY 6
GCOX Exchange GCOX Exchange (Figure 2) is a platform that uses blockchain technooogy to create and list PAC Tokens as well as other Celebrity Tokens. Here, fans are able to purchase Celebrity Tokens of their idols and start utilising them on various celebrity platforms such as Celeb-Pay, Celebreneur, Celeb-Auction, Celeb-Connect, Fan-Connect, Celeb-Crowdsource and Celeb- Charity. The utilisation of these Celebrity Tokens depends on the potential and dedication of the celebrities concerned, the size of the community on the platform, the degree of user activity and market acceptance, as well as the participant's choice of potential projects. Hence, the more programmes, products and services the celebrity is willing to offer, the higher the likelihood of utilisation of the Celebrity Tokens. Figure 2. Snaphop of GCOX Exchange Interface 7
make payments Celeb-Pay Introducing Pacpay The outlook of digital payment holds a lot of promise globally and in particular, the Asia Pacific region. In a study conducted by McKinsey1 , the global revenue generated by payment industries has topped US$1.9 trillion, the largest annual increase over the past five years. It is expected that the revenue will exceed US$3 trillion in the next five years. The world is moving towards being a cashless society. In a Capgemini and BNP Paribas World Payment Report 2018, it was reported that non-cash transaction volumes grew at an average of 10.1% in 2016 and are estimated to continue growing at an average of 21.6% from 2016 to 2021. Global electronic wallet (e-wallet transactions make up 8.6% of all non-cash transactions. This highlights the potential for growth in new payment methods such as e-wallets and contactless payment via mobile phones and cards as they continue to gain popularity among the masses, especially in developing and mature economies. Global payments revenues grew 11 percent in 2017, the highest rate in the last 5 years. Source: McKinsey Global Payments Report 2018. Source: Capgemini & BNP Paribas World Payment Report 2018. The opportunities for digital payment are amplified with increased digital connectivity and e-commerce growth. In a study conducted in Asia Pacific by Paypal, 92% of the consumers surveyed had access to the internet while 88% owned a smartphone. The high internet penetration rate coupled with a high smartphone ownership present an opportunity for digital payment to be pervasive in the years to come. 1 McKinsey Global Payments Report 2018. 8
make payments More and more players from different countries are starting to compete in this US$2.7 trillion industry. According to Worldpay data, Global digital payment services dominate 59% of the global supermarket transactions. Global Digital Payment Service Outlook Map Source: World payment report, 2019 by European Payment Council Alipay and Wechat Pay are the leading digital payment service providers across Asia, amplified by early fast-growing e-commerce and social media embedded e-wallets. Paytm, GoPay and GrabPay are also expanding fast due to rapid-growing e-commerce markets, which were estimated to be worth US$3.5 trillion in 2019, an increase of 20.7% from 2018. (https://sg.oberlo.com/statistics) Asia’s Key Players Expanding in Digital Payment Service Industry Recorded Logo Company Country Transaction in 2018 Launch Year (Billion) WeChat Pay China 460 2010 Alipay China 197.5 2004 Samsung Pay South Korea 33.65 2015 KakaoPay South Korea 17.7 2014 Gopay Indonesia 6.3 2016 Paytm India 5.5 2010 Dana Indonesia 1.5 2018 GrabPay Malaysia / 2018 9
make payments PacPay - A Digital Payment Solution PacPay is an e-wallet and e-payment mobile application that allow users to buy, sell and pay with digital assets. Merchants get fiat. Accepted in countries all around the world, covering millions of merchants and ATMs, users are envisaged to be able to pay for their groceries, purchase movie tickets, book flights and more, with the usage of PacPay. Leveraging on the massive global fanbase of our key investor Senator Manny Pacquiao, PacPay aims to bring about mass adoption of cryptocurrencies globally. Initiated by boxing superstar Manny Pacquiao himself, the PacPay reward program will provide opportunities for users to redeem exclusive celebrity merchandises or VIP tickets to private events, enabling fans to get closer to their idol. Attractive incentives such as rebates of up to 5% will be given to users who stake PAC Tokens. Some features of PacPay mobile application include: DIGITAL SPEND DIGITAL SAVE • Buy, sell and pay with digital assets, at over a million • Stake and earn rebates on all spending merchant outlets in countries all around the world • The more you shop, the more you save • Access to existing global merchant base through an established payment merchant network • Cash out your digital assets DIGITAL SHARE • Seamless contactless payment technology • Refer and get paid • Stake for additional airdrop perks • Accumulate loyalty points and redeem attractive DIGITAL SEND rewards including exclusive autographed celebrity • Send digital assets across the globe using just the merchandises recipient’s mobile number • Be invited to exclusive celebrity programs with ‘money-cannot-buy’ experiences DIGITAL SWAP • Swap to mainstream cryptocurrencies within one app • Wallet allows deposits and withdrawals of digital assets including BTC, ETH, USDT and PAC 10
make payments 11
Celebreneur The word ‘Celebreneur’ is an amalgamation of two words; (i) celebrity, and (ii) entrepreneur. The Celebreneur platform aims to be the springboard for global fans to enhance their entrepreneurial spirit and become successful entrepreneurs. The Celebreneur system (Figure 3) provides an empowerment platform for aspiring individuals to enhance their existing businesses or product lines by leveraging on the powerful influence of global celebrities, while encouraging fans to venture into entrepreneurship. Figure 3. Celebreneur's Celeb-Auction Feature 12
Celeb-Auction Celeb-Auction is a platform where fans of Manny Pacquiao will be able to auction or make purchases of limited-edition autographed merchandises, including signed gloves or highly sought-after VIP tickets. PAC Tokens will be used for the bidding and purchases. Celeb-Connect Celeb-Connect will allow celebrities and fans to reach out and engage with one another, fostering a closer and more intimate relationship between them and their fans, promoting engagement and interaction. Fans of Manny Pacquiao will have the opportunity to be invited to exclusive private events, attend meet-and greet sessions, enjoy money-cannot- buy VIP privileges and connect with their favourite idol via live-streaming. Fan-Connect A unique and bespoke talent discovery platform to allow fans to have greater engagement with their favourite celebrities and to be discovered by movers and shakers of the global entertainment industry. Celeb-Crowdsource Leveraging on the massive global fanbase of Manny Pacquiao, merchants all around the live-stream videos. world will be offering these fans attractive rewards and incentives for completing crowdsourcing tasks and challenges via a proprietary mobile application. This app helps drive organic traffic to merchants, while fans are given the amazing opportunity to participate in fun challenges and earn attractive rewards. 13
Celeb-Charity The purpose of charity is to, amongst others, allow celebrities to increase awareness for a particular cause, inspire action for a good deed, crowdfund for community projects or even promote philanthropic work. With the rise of social media and connectivity, celebrities are now able to engage the community and their fans beyond writing cheques, and gravitate towards building a sense of purpose and conviction to the cause they are pursuing. Through the Celeb-Charity platform, Manny Pacquiao will be able to make connections with his fans and share how his chosen charitable or philanthropic causes will impact others. This will allow his fans and others to understand better the charities that the celebrity is partaking in and work together towards achieving a more meaningful and sustainable outcome. 14
PAC Token Information PAC Token Allocation Token Name PAC Token Token Type ERC20 Total Available Supply 1,000,000,000 PAC (1 Billion) Token Contract Address: 0xC86bbEc35B581F76BfD90D2026bCB1ddeA13623c Team Allocation 100,000,000 PAC (10%) Smart Contract Address: 0xFDFb5E97d0779B93e078FBda18B79c23223f441c Team’s Wallet Address: 0x90Ce130a2Fc63182199E76c2F43B0C0eAAFDB78e IEO 100,000,000 PAC (10%) Wallet Address: 0xF6441C4135B3D14ef229c809BDc83e7ce54fF3a1 Celebreneur 400,000,000 PAC (40%) Wallet Address: 0x025366E1CFAd6232b1813aec79e977634B1A8Cb7 Rewards 400,000,000 PAC (40%) Wallet Address: 0x4516080ec00ee16FdcACaf6917205Fb044D20877 15
Token Burning Mechanism In order to maintain a healthy PAC tokenomics, different methods of burning PAC Tokens will be introduced via different channels, keeping the token supply low while enhancing the value of the remaining tokens. This will also enhance the utility of PAC Tokens in circulation. Possible methods of token burning may include but are not limited to: 1. Daily trading fees generated from trading of PAC on GCOX exchange will be burned; 2. Limited-edition autographed merchandises by Manny Pacquaio or exclusive VIP tickets to private events will soon be up for auction at Celeb-Auction. All PAC Tokens collected from the auction will be burned; 3. All PAC Tokens collected from Celeb-Connect and Fan-Connect platforms will be burned. All to be burned tokens will be sent to wallet address "0xde9462B4e8B1a4872169C94255D92d14303F3A63" before burning. This will ensure a transparent token burning mechanism and also represents GCOX’s commitment to our highly valued investors to promote a sense of stability and reliability for the PAC Token project development. 16
Extensive global media coverage, featured in over 1,000 news reports by international news agencies in over 40 countries 17
Roadmap Continuous development of Celebrity Programmes Q1-Q4 2021 Launch of Celeb-Pay, Celeb-Connect, Fan-Connect, Celeb-Crowdsource and Celeb-Charity Q4 2020 - Q1 2021 Launch of Celebreneur and Celeb-Auction Q2-Q3 2020 PAC Token IEO on GCOX Exchange Start of PAC Token Private Placement Sale Q4 2019 Manny Pacquiao’s Major Concert “A Concert For Champions” and PAC Token Launch at Smart Araneta Coliseum in Manila, Philippines Q3 2019 Launch of GCOX Exchange Q2 2019 18
Disclaimers The sale of PAC Tokens is only intended for, made to or directed at, only persons outside the United States of America, and may be acted upon only by persons outside the United States of America. Moreover, this White Paper is not a prospectus or offer document of any sort and is not intended to be an offer, invitation or solicitation to buy or sell currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument in any jurisdiction. No regulatory authority has examined or approved of any of the information set out in this White Paper. This White Paper has not been registered with any regulatory authority in any jurisdiction. By accessing and/or accepting possession of any information in this White Paper or such part thereof (as the case may be), you represent and warrant to GCOX PHILS INC. (a company incorporated in Philippines) (the “Issuer”) that: • you are not an Excluded Person (as defined herein), or a citizen or resident of a country the laws of which prohibit or conflict with the Token Sales or your participation in the Token Sales (as referred hereto in the White Paper); • you agree to be bound by the limitations and restrictions described herein; and • you acknowledge that this White Paper has been prepared for delivery to you so as to assist you in making a decision as to whether to purchase Tokens. IMPORTANT INFORMATION PLEASE READ THIS DISCLAIMER SECTION CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) This White Paper in its current form is circulated by the Issuer for general information and to invite participant feedback only on the PAC Tokens and its associated platform(s) ("PAC Token Platforms") as presently conceived, and is subject to review and revision by the directors of the Issuer, the board of advisors and/or legal advisors of the Issuer. Please do not replicate or distribute any part of this White Paper without this section in accompaniment. The information set forth below may not be exhaustive and no part of this White Paper is intended to create legal relations between a recipient of this White Paper or to be legally binding or enforceable by such recipient against the Issuer. An updated version of this White Paper may be published at a later date and to be announced by the Issuer in due course. PLEASE READ THIS SECTION AN D THE FOLLOWIN G SECTION S EN TITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKIN G STATEMEN TS”, “THIRD PARTY INFORMATION AN D N O CON SEN T OF OTHER PERSONS”, “TERMS USED”, “NO ADVICE”, “NO FURTHER INFORMATION OR UPDATE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF INVESTMENT OR REGISTRATION” AND “RISKS AND UNCERTAINTIES” CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). 19
While we make every effort to ensure that any material in this White Paper is accurate and up to date, such material in no way constitutes the provision of professional advice. The Issuer does not guarantee, and accepts no legal liability whatsoever arising from or connected to, the accuracy, reliability, currency, or completeness of any material contained in this White Paper. Participants and potential PAC Token holders should seek appropriate independent professional advice prior to relying on, or entering into any commitment or transaction based on, material published in this White Paper, which material is purely published for reference purposes alone. The PAC Tokens are proprietary cryptographic tokens issued by the Issuer and function as the native utility token used in the PAC Token Platforms as the means of value exchange and to power the PAC Token Platforms. The PAC Tokens are not intended to constitute currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument in any jurisdiction. This White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer, invitation or solicitation to buy or sell currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument in any jurisdiction. No regulatory authority has examined, approved or registered this White Paper. No action has been or will be taken by the Issuer to obtain such examination, approval or registration under the laws, regulatory requirements or rules of any jurisdiction. The provision of this White Paper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with. The Issuer or this White Paper does not constitute or form part of any opinion on any advice to purchase, sell or otherwise transact with PAC Tokens and the fact of presentation of this White Paper shall not form the basis of, or be relied upon in connection with, any contract of investment decision. THE TOKEN SALES (AS REFERRED TO IN THIS WHITE PAPER) ARE INTENDED FOR, MADE TO OR DIRECTED AT ONLY, AND MAY BE ACTED UPON ONLY BY, PERSONS OUTSIDE THE UNITED STATES OF AMERICA AND RESIDING OUTSIDE A COUNTRY WHERE UNITED NATIONS SANCTIONS ARE IN FORCE. ACCORDINGLY, YOU ARE NOT ELIGIBLE AND YOU ARE NOT TO PURCHASE ANY PAC TOKENS IN THE TOKEN SALES (A) IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA OR A COUNTRY WHERE UNITED NATIONS SANCTIONS ARE IN FORCE AT THE TIME OF YOUR INTENDED PURCHASE OR PURCHASE OF PAC TOKENS IN THE TOKEN SALES; OR (B) IF YOU ARE A CITIZEN, DOMICILED IN, OR RESIDENT OF THE UNITED STATES OF AMERICA OR A COUNTRY WHERE UNITED NATIONS SANCTIONS ARE IN FORCE (“EXCLUDED PERSONS”). No PAC Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the PAC Token Platforms or the PAC Tokens or the proceeds of the Token Sales, or to receive sums paid out of such profits, income, or other payments or returns. No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the PAC Tokens, and no cryptocurrency or other form of payment is to be accepted on the basis of this White Paper. 20
Any agreement as between the Issuer and you as a purchaser, and in relation to any sale and purchase, of PAC Tokens is to be governed by only a separate document setting out the terms and conditions (the “T&Cs”) of such agreement. In the event of any inconsistencies between the T&Cs and this White Paper, the former shall prevail. There are risks and uncertainties associated with the Issuer and its business and operations, the PAC Tokens, the PAC Token Platforms or protocol and the Token Sales. Please refer to the section entitled “Risks and Disclosures” set out at the end of this White Paper. This White Paper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of this White Paper is prohibited or restricted. No part of this White Paper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward- Looking Statements”, “Third Party Information and No Consent of Other Persons”, “Terms Used”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination” and “Risks and Uncertainties”. DISCLAIMER OF LIABILITY To the maximum extent permitted by the applicable laws, regulations and rules, the Issuer shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this White Paper or any part thereof by you. NO REPRESENTATIONS OR WARRANTIES The Issuer does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this White Paper. REPRESENTATIONS AND WARRANTIES BY YOU By accessing and/or accepting possession of any information in this White Paper or such part thereof (as the case may be), you represent and warrant to the Issuer as follows: (a) you agree and acknowledge that the PAC Tokens do not constitute currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument in any jurisdiction; (b) you are not an Excluded Person, or a citizen or resident of a country the laws of which prohibit or conflict with the Token Sales or your participation in the Token Sales; (c) you agree and acknowledge that this White Paper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer, invitation or solicitation to buy or sell currencies, securities of any form, units in a 21
business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument in any jurisdiction, and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this White Paper; (d) you acknowledge and understand that no PAC Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, PAC Token holders to participate in or receive profits, income, or other payments or returns arising from or in connection with the PAC Tokens or the proceeds of the Token Sales, or to receive sums paid out of such profits, income, or other payments or returns; (e) you agree and acknowledge that no regulatory authority has examined, approved or registered this White Paper, no action has been or will be taken by the Issuer to obtain such examination, approval or registration under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this White Paper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with; (f) you agree and acknowledge that this White Paper, the undertaking and/or the completion of the Token Sales, or future trading of PAC Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of the Issuer, the PAC Tokens, the Token Sales, and the PAC Token Platforms or protocol; (g) the distribution or dissemination of this White Paper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Issuer; (h) you agree and acknowledge that in the case where you wish to purchase any PAC Tokens, PAC Tokens are not to be construed, interpreted, classified or treated as: (i) any kind of currency other than cryptocurrency; (ii) debentures, stocks or shares issued by any person or entity; (iii) rights, options or derivatives in respect of such debentures, stocks or shares; (iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (v) securities; (vi) units or derivatives of units in a business trust; (vii) units in a collective investment scheme; or (viii) any form of regulated investment or investment product; (i) you are fully aware of and understand that you are not eligible and you are not to purchase any PAC Tokens if you are an Excluded Person; 22
(j) you are legally permitted to participate in the Token Sales and all actions contemplated or associated with such purchase, including the holding and use of PAC Tokens; (k) the amounts that you use to purchase PAC Tokens were not and are not directly or indirectly derived from any activities that contravene the laws and regulations of any jurisdiction, including anti-money laundering laws and regulations; (l) if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to participate in the Token Sales; (m) you are not obtaining or using PAC Tokens for any illegal purpose; (n) none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Token Sales, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation, and includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure; (i) if you are affiliated with a non-U.S. banking institution (“Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Issuer that: (ii) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (iii) the Foreign Bank maintains operating records related to its banking activities; (iv) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and 23
(v) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate; (p) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology; (q) you are fully aware and understand that in the case where you wish to purchase any PAC Tokens, there are risks associated with the Issuer and its businesses and operations, PAC Tokens, the PAC Token Platforms or protocol and the Token Sales; (r) you bear the sole responsibility to determine what tax implications purchasing PAC Tokens may have for you and agree not to hold the Issuer or any other person involved in the Token Sales liable for any tax liability associated with or arising therefrom; (s) you agree and acknowledge that the Issuer is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this White Paper or any part thereof by you; (t) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Issuer and/or any person involved in the Token Sales and/or with the creation and distribution of PAC Tokens or the PAC Token Platforms; and (u) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession this White Paper or such part thereof (as the case may be). CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements contained in this White Paper, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Issuer or its directors, executive officers or employees acting on behalf of the Issuer (as the case may be), that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the Issuer’s business strategies, plans and prospects and the future prospects of the industry which the Issuer is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Issuer’s prospects, future plans, other expected industry trends and other matters discussed in this White Paper regarding the Issuer are matters that are not historic facts, but only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Issuer to be materially different from any future results, performance or 23 24
achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others: changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the Issuer conducts its business and operations; the risk that the Issuer may be unable to execute or implement its business strategies and future plans; a) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies; b) changes in the anticipated growth strategies and expected internal growth of the Issuer and the PAC Token Platforms; c) changes in the availability and fees payable to the Issuer in connection with its businesses and operations or on the PAC Token Platforms; d) changes in the availability and salaries of employees who are required by the Issuer to operate their respective businesses and operations; e) changes in preferences of users of the PAC Token Platforms; f) changes in competitive conditions under which the Issuer operates, and the ability of the Issuer to compete under such conditions; g) changes in the future capital needs of the Issuer and the availability of financing and capital to fund such needs; h) war or acts of international or domestic terrorism; i) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Issuer; j) other factors beyond the control of the Issuer; and k) any risk and uncertainties associated with the Issuer and its business and operations, the PAC Tokens, the PAC Token Platforms or protocol and the Token Sales. All forward-looking statements made by or attributable to the Issuer or persons acting on behalf of the Issuer are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Issuer to be materially different from that expected, expressed or implied by the forward-looking statements in this White Paper, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this White Paper. Neither the Issuer nor any other person represents, warrants, and/or undertakes that the actual future results, performance or 25
achievements of the Issuer will be as discussed in those forward-looking statements. The actual results, performance or achievements of the Issuer may differ materially from those anticipated in these forward-looking statements. Nothing contained in this White Paper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Issuer. Further, the Issuer disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future. THIRD PARTY INFORMATION AND NO CONSENT OF OTHER PERSONS This White Paper includes information obtained from various third party sources (“Third Party Information”). None of the publishers of the Third Party Information has consented to the inclusion of the Third Party Information in this White Paper and is therefore not liable for the Third Party Information. While the Issuer has taken reasonable action to ensure that the Third Party Information have been included in their proper form and context, neither the Issuer, nor its directors, executive officers and employees acting on its behalf, has independently verified the accuracy, reliability, completeness of the contents, or ascertained any applicable underlying assumption, of the relevant Third Party Information. Consequently, neither the Issuer nor its directors, executive officers and employees acting on their behalf makes any representation or warranty as to the accuracy, reliability or completeness of such information and shall not be obliged to provide any updates on the same. TERMS USED To facilitate a better understanding of the PAC Tokens being offered for purchase by the Issuer, and the businesses and operations of the Issuer, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in this White Paper. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. NO ADVICE No information in this White Paper should be considered to be business, legal, financial or tax advice regarding the Issuer, the PAC Tokens, the PAC Token Platforms or protocol, or the Token Sales. You should consult your own legal, financial, tax or other professional advisor regarding the Issuer and its business and operations, the PAC Tokens, the PAC Token Platforms or protocol, and the Token Sales. You should be aware that you may be required to bear the financial risk of any exchange of PAC Tokens for an indefinite period of time. None of the advisors engaged by us has made or purports to make any statement in this White Paper or any statement upon which a statement in this White Paper is based and each of 26
them makes no representation regarding any statement in this White Paper and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any liability to any person which is based on, or arises out of, any statement, information or opinions in, or omission from, this White Paper. NO FURTHER INFORMATION OR UPDATE No person has been or is authorised to give any information or representation not contained in this White Paper in connection with the Issuer and its business and operations, the PAC Tokens, the PAC Token Platforms or protocol, or the Token Sales and, if given, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer. The Token Sales shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of the Issuer or in any statement of fact or information contained in this White Paper since the date hereof. RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION The distribution or dissemination of this White Paper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this White Paper or such part thereof (as the case may be) at your own expense and without liability to the Issuer. Persons to whom a copy of this White Paper has been distributed or disseminated, provided access to or who otherwise have the White Paper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute this White Paper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur. RISKS AND UNCERTAINTIES Prospective purchasers of PAC Tokens should carefully consider and evaluate all risks and uncertainties associated with the Issuer and its business and operations, the PAC Tokens, the PAC Token Platforms or protocol, and the Token Sales, and all information set out in this White Paper and the T&Cs prior to any purchase of the PAC Tokens. If any such risks and uncertainties develop into actual events, the business, financial condition, results of operations and prospects of the Issuer could be materially and adversely affected. In such cases, you may lose all or part of the value of the PAC Tokens. Please read the following risks and warnings before deciding to purchase PAC Tokens. It should be noted that the following list of risks and warnings is not exhaustive. Accordingly, prospective purchasers should not place undue reliance on these statements. 27
1. RISKS RELATING TO PARTICIPATION IN THE TOKEN SALES The TOKEN SALES is not an offering of investment, securities, commodities or swaps (a) The sale of the PAC Tokens and the PAC Tokens themselves are not currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument; (b) purchases and sales of the PAC Tokens are not subject to the protections of any laws governing those types of financial instruments; and (c) this White Paper does not constitute a prospectus or offering document, and is not an offer, invitation or solicitation to buy or sell currencies, securities of any form, units in a business trust, units in a collective investment scheme, commodities, swaps or derivatives in respect of any of the foregoing, or any other form of investment or financial asset, product or instrument. The PAC Tokens have no rights, uses or attributes The PAC Tokens are only intended to be used for the PAC Token Platforms (if successfully completed and deployed) as detailed in this White Paper. Unless otherwise specifically stated in this White Paper, the PAC Tokens do not have any rights, uses, purpose, attributes, functionalities or features. In particular, the PAC Tokens will not be entitled or linked to any income stream, share of profits, dividends, debt or loans, or ownership of or rights to any underlying assets or properties. Also, the PAC Tokens will not be linked or otherwise be related to any rights, options or interests in any shares, stock, debentures, loan stocks, funds, bonds or notes. The PAC Token holders are not entitled to the shares of Issuer, and proceeds from the Token Sales would not be accounted as debt, liability or equity capital items on the balance sheet of the Issuer. The Issuer does not guarantee and is not representing in any way that the PAC Tokens have any particular or minimum value. Any potential future token utilities indicated under this White Paper only represent PAC Group's strategic intention in the future development of the project and there is no guarantee or representation that such intention will be achieved in part or in full. In particular, the potential future token utilities may be subject to a fully compliant regulatory infrastructure being set up and there is no guarantee that such infrastructure will be set up. There is no prior market for the PAC Tokens and the Token Sales may not result in an active or liquid market for the PAC Tokens. Prior to the Token Sales, there has been no public market for the P A C Tokens. The Issuer will not support or otherwise facilitate any secondary trading or external valuation of the PAC Tokens. This may restrict the possible avenues for using the PAC Tokens, and could therefore limit any potential liquidity of the P A C Tokens. Even in the event that the P A C Tokens are traded on a cryptocurrency exchange or on the DEX, there is no assurance that an active or liquid trading market for the P A C Tokens will develop or if developed, be sustained after the PAC Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the PAC Tokens will not decline below the purchase price of the PAC Tokens (the “Purchase Price”). The Purchase Price may not be indicative of the market price of the PAC Tokens after they have been made available for trading on a cryptocurrency exchange. The market price of the PAC Tokens may be extremely volatile and may diminish to zero. The cryptocurrency exchanges may also be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks and market abuse activities. 28
There may be no inherent value of the PAC Tokens and the PAC Tokens are not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor are they backed by any hard assets or other credit. Unlike fiat currency, the PAC Tokens may have no use or recognition outside the PAC Token Platforms. The Issuer is not responsible for nor does it pursue the circulation and trading of PAC Tokens on the market. Trading of PAC Tokens merely depends on the consensus on its value between the relevant market participants (if any), and no one is or will be obliged to purchase any PAC Token from any holder of the PAC Token, including the purchasers, nor does or will anyone guarantee the liquidity or market price of PAC Tokens to any extent at any time. Accordingly, the Issuer cannot ensure that there will be any demand or market for P A C Tokens, or that the Purchase Price is indicative of the market price of P A C Tokens after they have been made available for trading on a cryptocurrency exchange. Representatives of various central banks and regulatory authorities, as well as senior market participants and academics, have warned of serious risks in relation to (i) token sales, (ii) cryptocurrency and digital tokens trading, including the extreme volatility, the lack of underlying economic value, the lack of regulation, and (iii) the use of cryptocurrencies or digital tokens for money laundering or money transfers. There is a real possibility that some or a conjunction of these factors will lead to government or regulatory intervention or market action which could severely affect the price and liquidity of the PAC Tokens. Unlike currency in bank accounts or accounts at other financial institutions, which may be subject to deposit protection schemes, the PAC Tokens are uninsured unless a holder specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Issuer, to offer recourse to a PAC Token holder. Future sales of the PAC Tokens could materially and adversely affect the market price of PAC Tokens Any future sale of the PAC Tokens would increase the supply of PAC Tokens and this may result in a downward price pressure on the PAC Tokens. The sale or distribution of a significant number of PAC Tokens outside of the Token Sales, or the perception that such further sales or issuance may occur, could adversely affect the trading price of the PAC Tokens. The Issuer reserves the right to change the duration of any timeframe for the distribution of the PAC Tokens, including, without limitation, the unavailability or non-functionality of the website or other unforeseen procedural or security issues. Negative publicity may materially and adversely affect the price of the PAC Tokens Negative publicity involving the Issuer, the PAC Token Platforms, the P A C Tokens or any of the key personnel of the Issuer may materially and adversely affect the market perception or market price of the PAC Tokens, whether or not such negative publicity is justified. The PAC Tokens may not end up being popular, prevalent or widely distributed. The PAC Tokens may remain of marginal interest in the long run, appealing to only a minimal fraction of holders. An absence of active holders or low level of utilization may negatively affect the long-term development and future of the PAC Tokens and reduce or adversely affect the utility of the PAC Tokens. There is no assurance of any success of the PAC Token Platforms The value of, and demand for, the PAC Tokens depends on the performance of the PAC Token Platforms. There is no assurance that the PAC Token Platforms will gain traction after its launch and achieve any commercial success. 29
As with any project, the development of the PAC Token Platforms, and the execution of the project more broadly, carries with it the risk of delay and even failure. The core team has a relevant track record of development and business management experience, but this is not a guarantee of success. The team will endeavour to achieve the milestones outlined in this White Paper; however, it is under no obligation to do so. The PAC Token Platforms may be subject to further changes, updates and adjustments. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success. Further, while the Issuer will make every reasonable effort to complete the PAC Token Platforms, due to the technically complex nature of the PAC Token Platforms, the Issuer could face difficulties from time to time that may be unforeseeable or unresolvable. Accordingly, it is possible that the development of the PAC Token Platforms could fail, terminate or be delayed at any time for any reason, and an official completed version of the PAC Token Platforms may not be released and there may never be an operational PAC Token Platforms. Development failure or termination may render the P A C Tokens un-transferable, of reduced or no utility, or obsolete. PAC Tokens’ governance structure, fees, purpose, consensus mechanism, algorithm, code, infrastructure design and other technical specifications and parameters may be updated and changed frequently without notice. While this White Paper contains the key information currently available in relation to the project, it is subject to adjustments and updates from time to time. The PAC Token Platforms may also be subject to regulatory supervision in a relevant jurisdiction and distribution of information relating to the PAC Token Platforms may be restricted to qualified persons pursuant to applicable laws and regulations. The PAC Token holders may not have full or timely access to all the information relevant to the project (including the PAC Token Platforms or the PAC Tokens). Although we intend for the PAC Tokens and the PAC Token Platforms to follow the specifications set forth in this White Paper, and we will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the PAC Tokens or the PAC Token Platforms for any number of reasons. This could create the risk that the PAC Tokens or the PAC Token Platforms, as further developed and maintained, may not meet participants' expectations. Furthermore, despite the Issuer's good faith efforts to develop and maintain the PAC Token Platforms, it is possible that the PAC Token Platforms will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the PAC Token Platforms and the PAC Tokens. 30
If and when the PAC Token Platforms are fully developed, there is no assurance they will be widely adopted or utilised by its target users. The trading price of the PAC Tokens may fluctuate following the Token Sales The prices of cryptographic tokens in general are highly volatile when compared to other assets such as stocks, bonds, and other alternative investment instruments, and accordingly the prices of cryptographic tokens can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price of, the PAC Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Issuer: a) new technical innovations; b) analysts’ speculations, recommendations, perceptions or estimates of the PAC Token’s market price or the Issuer’s financial and business performance; c) changes in market valuations and token prices of entities with operations similar to that of the Issuer, whether or not they are made available for sale and purchase on the same cryptocurrency exchanges as the PAC Tokens; d) announcements by the Issuer of significant events, for example partnerships, sponsorships, new product developments; e) fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges; f) additions or departures of key personnel of the Issuer; g) success or failure of the Issuer’s management in implementing business and growth strategies; and h) changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors. It is also possible that alternative platforms could be established that utilize the same source code and protocol underlying the PAC Token Platforms and the PAC Tokens. These may attempt to facilitate services that are materially similar to those provided by the Issuer through the PAC Token Platforms. Such alternative platforms may compete with the PAC Token Platforms, which could negatively impact the usage of the PAC Token Platforms and the value of the PAC Tokens. The funds raised in the Token Sales are exposed to risks of theft The Issuer will make every effort to ensure that the funds received from the Token Sales will be securely held at such address as directed by the Issuer (“Receiving Address”). Further, upon receipt of the funds, the Issuer will make every effort to ensure 31
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