iBG White Paper was signed off with a Legal Opinion. Below is the Opinion
(1) Please read this entire section carefully as it contains important information from IBG Ltd. ((IBC No: 226501), a private company incorporated under the laws of the Republic of Seychelles, with its registered address at 1st Floor, Dekk House, Zippora Street, Providence Industrial Estate, Mahe, Republic of Seychelles (the "Company") and the IBG blockchain platform its (https://www.ibg.finance) (the "Platform").
You are strongly advised to take independent legal advice on whether you are permitted under the laws of your jurisdiction to take part in the Company's token offering. The Company does not recommend that you purchase iBG tokens unless you have prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice (including legal advice as aforesaid, tax advice and other relevant professional advice). Take note that purchasing, holding and/or using iBG tokens, you are representing that you have reviewed this Whitepaper and that you have indeed taken independent legal advice, tax advice and other relevant professional advice.
If you have any questions or require clarifications regarding this Whitepaper, iBG tokens and its related risks, please contact us.
(2) Whether taken as a whole or read in part, this Whitepaper is not, should not be regarded as and should not be relied upon as, any form of legal, financial, tax, or other professional advice. You should seek independent professional advice before making your own decision as to whether to participate in this token offering or to purchase any iBG tokens . You are solely responsible for any and all evaluations, assessments, and decisions you make in relation to purchasing iBG tokens .
(3) iBG tokens will not be sold or used in any jurisdiction that prohibits the sale, offering or use of cryptocurrency. Citizens, nationals , residents (tax or otherwise) and/or green card holders of each of: (i) the United States of America; (ii) the People's Republic of China; (iii) South Korea; (iv) North Korea; (v) Libya; (vi) Syria; (vii) Lebanon; (viii) Iran; (ix) Pakistan; (x) Canada; (xi) Bangladesh; (xii) Bolivia, (xiii) Ecuador, (xiv) Kyrgyzstan; (xv) Morocco, (xvi) Nepal (xvii) Israel; (xii) any other country which prohibits the possession, dissemination or communication of this Whitepaper and/or prohibits participation in initial coin offerings or token sales or the purchase of tokens or any such similar activity; are not permitted to participate in this token offering.
(4) You may request for additional information from the Company in relation to the information contained in this Whitepaper by contacting us via the contact details set out in paragraph (1) of this section. The Company may, but is not obliged to, disclose such information depending on whether (i) it is legal to do so and (ii) such requested information is reasonably necessary (in the opinion of the Company) to verify the information contained in this Whitepaper.
(5) The information in this Whitepaper is current only as of the date on the cover hereof. For any time after the said cover date of this Whitepaper, the information , including information concerning the Company, the Company's business plans and operations, financial and market conditions may have changed, including detrimental changes. Neither the delivery of this Whitepaper nor any sale of IBG tokens made in the related token offering shall under any circumstances, constitute a representation that no such changes have occurred.
(6) The Company does not make or purport to make and hereby disclaim s, any representation, warranty, undertaking, or other assurance (express or implied) in any form whatsoever to any person, including any representation, warranties, undertakings, or other assurances in relation to the truth, accuracy, or completeness of any part of the information in this Whitepaper. Without prejudice to the generality of the aforesaid, the Company has not made any representation in any form to induce (and if you participate in this token offering or purchase, hold and/or use any IBG tokens, you thereby confirm that no form of inducement was made to you to induce) you to participate in this token offering or to purchase or hold and/or use iBG token(s) and further that you have participated in this token offering, purchased, held and/or used iBG token(s) solely on your own volition.
(7) The contents in this Whitepaper does not constitute any form of prospectus or investment solicitation or an offer or an invitation to offer to purchase any securities in any jurisdiction. The document is not based on or prepared in accordance with the laws and regulations that are designed to protect investors in any jurisdiction.
(8) Neither this Whitepaper nor any other documents nor any prospectus or any document in lieu of a prospectus in connection with this Whitepaper or this offering of iBG tokens has been or will be registered with any government body or regulatory authority in Singapore (including the Monetary Authority of Singapore ("MAS")) or elsewhere. Neither this Whitepaper nor this offering of iBG tokens have been submitted to or reviewed by, approved or not approved by any government body or regulatory authority in Singapore (including the MAS) or elsewhere.
(9) iBG tokens are not capital markets products, securities, shares, debentures or units in a collective investment scheme or business trust, as respectively defined under the Securities and Futures Act (Cap. 289) ("SFA"). Accordingly, the SFA does not apply to the offer and sale of IBG tokens. For the avoidance of doubt, this offering of iBG tokens need not be accompanied by any prospectus or profile statement and no prospectus or profile statement is required to be lodged with the MAS.
(10) Upon purchasing any iBG tokens, you will be deemed to have reviewed this Whitepaper in full and to have acknowledged and agreed to the terms of this offering of iBG tokens, including the fact that this offering does not fall within the scope of any securities laws in Singapore and is not regulated by the MAS. You further acknowledge and agree that iBG tokens are not capital markets products, securities, shares, debentures or units in a collective investment scheme or business trust, as respectively defined under the SFA and are not meant to generate any form of investment return. Persons considering purchasing iBG tokens are responsible for conducting their own due diligence (including financial and legal due diligence) on the Company and iBG tokens, and should ensure that they fully understand and are able to bear the risks of purchasing iBG tokens as set out herein in this section.
This Whitepaper and any part hereof may not be distributed or otherwise disseminated in any jurisdiction where digital token offerings or sale or purchase of digital tokens is or may be regulated or prohibited.
(11) iBG tokens holders are not entitled to any form of rights, including but not limited to any ownership, distribution rights (including but not limited to profits), redemption rights, liquidation rights, exclusive rights (including all forms of intellectual property rights) or other financial or legal rights, except those specifically provided in this Whitepaper.
(12) Certain declarations, estimations and financial information in this Whitepaper constitute forward-looking statements or information. Such forward-looking statements or information involve known, unknown risks and uncertainties which may cause actual events or results to materially differ from the estimations and results implied or expressed in these forward looking statements. The Whitepaper may be modified by the Company to provide further and more detailed information.
(13) This English version of our Whitepaper is the official source of information related to the iBG tokens . The Whitepaper may be translated into other languages as needed and used in writing or verbal communication with existing and potential customers, partners, etc. During translation or communication, some of the information may be lost, damaged or inaccurate. The accuracy of such alternative communication cannot be guaranteed. If there is any conflict or inconsistency between such translation and communication and this English version of the Whitepaper, the English version of this Whitepaper will be the authoritative version.
(14) References in this Whitepaper to "we" or "us" refers to the Company and "our" shall be construed accordingly. "You" refers to any person accessing, perusing or reviewing this Whitepaper and "your" shall be construed accordingly.
The regulation of digital tokens and/or cryptocurrencies such as iBG tokens is still in a very nascent stage of development in Singapore. There exists a high degree of uncertainty as to how tokens and token-related activities are to be treat ed. The applicable legal and regulatory framework may change subsequent to the date of issuance of this Whitepaper. Such change may be very rapid and it is not possible to anticipate with any degree of certainty the nature of such regulatory evolution. The Company does not in any way represent that the regulatory status of iBG tokens will remain unaffected by any regulatory changes that arise at any point in time before, during, and after this token offering.
Neither the Company or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore, in particular , the Company and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act (Cap. 289) (the "SFA"),Financial Advisors Act (Cap. 11O) (the "FAA"),and other related regulatory instruments prescribed by MAS. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximizing investor protections . Since the Company is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While the Company will have regard to best practices for these issues, holders of IBG tokens will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.
As the Company is not a regulated financial institution, it does not owe holders of iBG tokens any fiduciary duties. This means that the Company has no legal obligation to always act in good faith in the best interests of holders of iBG tokens . While the Company will have regard to the interests of holders of iBG tokens, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of iBG tokens holders. This may mean that the Company is permitted to make decisions that conflict with or are not necessarily in, the interests of iBG token holders. Not owing any fiduciary duties to holders of iBG tokens also means that holders of iBG tokens may have limited rights of recourse against the Company and its affiliates in the event of disputes.
The tax characterization of IBG tokens is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase iBG tokens should seek independent tax advice prior to deciding whether to purchase any iBG tokens. The Company does not make any representation as to whether any tax consequences may arise from purchasing or holding iBG tokens.
Although as of the date of commencing the iBG tokens ' pre-sale, the Company is not obliged under any statutory requirements to receive any licenses and permits necessary for carrying out of its activity, there is the risk that such statutory requirements may be adopted in the future. In this case, the Company's business will depend on the continuing validity of such licenses and permits and its compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of license issuance and renewal and the monitoring of licensees' compliance with
license terms. Requirements which may be imposed by these authorities and which may require the Company to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor our operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time consuming and may result in delays in the commencement or continuation of operation of the Company's services (as set out herein) including, without limitation, the iBG app (the "Platform"). Further, private individuals and the public at large possess rights to comment on and otherwise engage in the licensing process, including through intervention in courts and political pressure. Accordingly, the licenses the Company may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict the Company's ability to conduct its operations or to do so profitably.
Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Government entities in other jurisdictions have also used common defects in matters surrounding token sales as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, the Company's competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over the Company.
Notwithstanding the contents of this Whitepaper , the Company does not guarantee and does not represent in any way to purchaser that IBG tokens have any rights, uses, purpose, attributes, functionalities or features. The Company reserves the right (in its sole and absolute discretion), to amend the uses, purposes, attributes, functionalities or features of the iBG tokens.
There is no assurance of any success or development of iBG tokens and the Platform by the Company. The Platform has not been fully developed, finalized and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen delays and impact its launch and therefore failure of the Company. If and when the Platform is fully developed, there is no assurance of adoption or being utilised by its target users and therefore, there exists the risk of enterprise failure.
As there has been no prior public trading market for iBG tokens, the token offering may not result in an active or liquid market for iBG tokens, and their price may be highly volatile. Even if iBG tokens are tradable in a secondary market, in practice, there may not be enough active buyers and sellers or the bid-ask spreads may be too wide. iBG tokens holders may not be able to exit their token holdings easily. In the worst-case scenario where no secondary market develops, a token holder may not be able to liquidate his/her token holdings at all. The exchanges or platforms that facilitate secondary trading of iBG tokens may not be regulated by the applicable laws
The valuation of digital tokens in a secondary market is (typically) not trans parent and highly speculative in nature. iBG tokens do not hold any ownership rights to the Company's assets and, therefore, are not backed by any tangible asset. Traded price of iBG tokens can fluctuate greatly within a short period of time. There is a high risk that a iBG token holder could lose his/her entire sum paid to purchase iBG tokens . In the worst-case scenario, iBG tokens could be rendered worthless.
Based on the parameters and risk appetite level indicated by you, the Platform may propose to you, certain Defi tokens/ projects/ protocols based on the aforesaid (the "Recommendation"). In this regard, you agree that you are not obliged to accept any advice provided or proposal made and unless otherwise provided for and shall be entitled to determine, in your sole discretion, whether to accept, reject or implement any advice including the Recommendation.
You further understand that should you choose not to proceed with the Recommendation, you shall be solely responsible for ensuring that any manner in which you choose to utilize your iBG token on the Platform, is suitable and appropriate for you, taking into account your specific objectives, financial situation, experience, knowledge and particular needs.
The Company may, propose changes to the Recommendation agreed by you in the event there is a change in your specific objectives, financial situation, experience, knowledge and particular needs, general economic or market conditions, or any other factors which the Company may consider relevant.
You agree that you are solely responsible for making your own independent investigation and appraisal of the Recommendation and your own independent verification of any advice and/or proposals provided on the Platform. You shall fully understand and familiarise yourself with all the terms and conditions of the Recommendation and the risks involved, and agree that you will only accept the Recommendation on the basis of your own independent review and determination that such Recommendation is suitable and appropriate for you, taking into account your specific objectives, financial situation, experience, knowledge and particular needs.
You expressly acknowledge that you have the appetite to assume all economic consequences and risks of the Recommendation and to the extent necessary, have obtained consultation from tax, legal and other advisers.
The tokenized nature of iBG tokens means that they are a blockchain-based asset. The security, transferability, storage, and accessibility of blockchain assets depends on factors outside of the Company's control, such as the security, stability, and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any wallet where iBG tokens are stored. The Company does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any iBG tokens. Persons intending to purchase IBG tokens should note that adverse events caused by such external factors may result in the loss of some or all iBG tokens purchased. Such loss may be irreversible. The Company is not responsible for taking steps to retrieve iBG tokens lost in this manner
The Company's dependence on functioning software applications, computer hardware and the Internet implies that the Company can offer no assurances that a system failure would not adversely affect the use of your iBG tokens . Despite the Company's implementation of all reasonable network security measures, its processing servers are vulnerable to computer viruses, physical or electronic break-ins or other disruptions of a similar nature. Computer viruses, break-ins or other disruptions caused by third parties may result in interruption, delay or suspension of services, which would limit the use of IBG tokens