Offering Memorandum

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Contents

1. EXECUTIVE SUMMARY .............................................................................................................. 3

2. COMPANY OVERVIEW .............................................................................................................. 4

3. EXPANSION PLAN ..................................................................................................................... 7

4. MARKET OVERVIEW ................................................................................................................. 9

5.ULTRAPLAY TOKEN .................................................................................................................. 18

6.KEY SUCCESS FACTOR .............................................................................................................. 20

7. FINANCIAL INFORMATION ...................................................................................................... 22

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1. EXECUTIVE SUMMARY

The Revolutionary Online Betting Solution Provider

The USD500 billion global gambling industry has been a constantly growing and dynamic marketplace. Increasing access to high-speed internet has ignited an interactive online revolution. As both industries transformed and converged, online gambling was created with the sub-industry now commanding more than 10% of the total gambling market.

As the billion-dollar online gambling industry grew, giant gambling software developers, for example Playtech, Microgaming and Paddy Power, were born to serve, maintain and create products to keep this industry moving forward and to keep the players well-entertained. The industry grew tremendously since the introduction of the first online casino in 1994, however, innovation within the industry was limited to only the extension of gambling games and improvements on visual and graphic quality. There was yet any transformative enhancement to the players’ experience.

In 2010, a group of iGaming visionaries committed to bring exciting changes to the lucrative online gambling space came together to found Ultraplay. Ultraplay is an advanced and innovation online betting solution provider. The Company has since making its mark by the offering of innovative online solutions and the seamless-user-experience products. Over the short period of time since its founding, Ultraplay has delivered breakthrough solutions to online gambling with the offering of the first ever Bitcoin Casino in 2013 and the most comprehensive eSports betting solutions in 2016.

To keep abreast and to stay at the forefront of this fast-changing industry, the Company has set its vision on the future of Blockchain technology. With the introduction of its proprietary blockchain-enabled platform, Buff88, and it’s first cryptocurrency, eGold, the Company is again transforming the conventional betting protocol into a decentralised and non-fraudable betting system. The successful implementation and adoption of both application (Buff88) and tool (eGold) will see the Company unifying the currently segmented betting systems into one well-connected and inter-traversable network of operators.

Ultraplay is experiencing explosive growth in terms of gambling turnover, clientele and product range.

Gambling turnover for operators directly powered by Ultraplay surged past €100 million mark for the first time in 2016 and it’s still growing. The state-of-the-art offering of its betting solutions has attracted attention of global operators with its landmark expansion into China and Latin America in 2017.

A few revenue models of Ultraplay are providing sustainable source of income to the Company. Profit sharing partnership structure, subscriptions fee of live betting data and the reseller partnerships in other geographical areas are examples of sustainable income source for the Company. Ultraplay achieved €3.1 million revenue and €1.05 million net profit for the year 2018 and is expected to see

the financial result of 2019 to double up to €2.2 million in profit.

Securities token offering (STO) is a popular method of fund-raising for blockchain projects. Ultraplay will be issuing securities tokens to raise fund in order to achieve bigger vision with well-funded research mission and marketing program, as well as fund for the listing expenses in European major exchanges.

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2. COMPANY OVERVIEW

2.1 Company Background

The company is a modern technology company, founded in 2010, that offers innovative technology

solutions to online gaming industry by providing advanced betting solution packages that focus on

eSports betting, sports betting, online casino, live betting and Blockchain technology. The company

was assembled by a team of iGaming professionals with distinctive experience in betting product

development, website operations and casino marketing. The Company started with the core offering

of sportsbook software and white label online betting websites. As the Company grew in strength and

capacity, the Company started to offer value added extended products like, trading and analytics

software, betting odds provision, etc.

In 2013, the Company introduced Bitcoin payment solution to its network of clients. Besides offering

the solution as an add-on payment option, the Company stepped up the game with the offering of

white label Bitcoin Casino, powered by their own proprietary processing technology. At the peak of

the Bitcoin betting trend, the two most popular Bitcoin betting sites, Bit777 Casino and Peerbet, were

powered by the Company. The former has been known to be the world’s most advanced casino and

the latter is known for its zero-house edge feature.

In 2016, seizing on the imminent new generation phenomenon of eSports, the Company was quick to

offer eSports betting solutions to the market. In addition to their advanced and popular eSports

betting products, the Company communicates directly with numerous organizations and title creators,

having an advantage in providing live odds.The company has since become the world’s leading eSports

feed provider as it holds exclusive betting data rights for nearly all eSports tournament.

In 2017, the company dedicated eSports betting platform provider has moved to strengthen its

blockchain technology proposition by launching a new cryptocurrency. The new cryptocurrency aims

to unify dynamics among eSports enthusiasts around the world. Nevertheless, the coin will allow for

a secure currency alternative for betting on popular eSports games. The blockchain technology has

been built on the ERC20 ethereum-based token, and will initially launch on the eSports betting

platform, Buff88, the company’s new creation in the form of a decentralized betting website, and will

be the first to integrate the newly introduced cryptocurrency.

2.2 Product and Services

(a) White Label

The company offers scalable, multi-tier architecture which supports high volume, high

traffic operators as the system allows for easy white labelling which facilitates the

strategic development of operators. The company will customize the design of the online

betting or sportsbook website and provide additional services such as operation

consultancy, follow-up customer support, payment processing and gambling license. The

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sportsbook platform is designed to support various payment processors and wallets such

as eMerchantPay, Wirecard, Neteller, Sofort, inPay, Paysafecard, and Bitcoin. The all-in-

one betting platform will be tailored to suit the operator brand identity, using different

currency, languages and the sportsbook layout. Most importantly, the company betting

platform complies with the most notable contemporary online gambling jurisdictions

which are Malta, Alderney, Isle of Man, Curacao, First Cagayan and others.

(b) Sportsbook Software

The sportsbook software is specifically tailored to sportsbook operators’ preference to

provide with easy and flexible system to meet the ever-changing needs of the market. The

sportsbook software includes front end which empower operators product with a wide

range of visualizations and video streaming from the leading providers in the industry like

PERFORM, IMG, BETRADAR, which integrated with the best RNG and live casino game

providers in the industry including Playtech, Microgaming, Ezugi Live dealers, BETEAST

Live dealer, Endorphina, IGSoft, Betsoft, Casino Technology and others. In addition to it,

the company also provide back end support with the reporting system that developed

specifically to support sports gambling operations, makes it possible to view overall daily

win and loss, player and other custom reports upon necessity with fraud detection and

prevention tools.

(c) Sports Trading Service

The company provide tailored odds and risk management for operators with dedicated

support. The company trading teamwork with clients to develop and implement a long-

term trading strategy in line with the requirements. The company offer an advanced risk

management and trading panel, which empowers larger operators with trading teams to

fully control their pre-match and live offer.

2.3 Company Structure

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(a) Ultraplay Ltd British Virgin Islands is the holding company to consolidate operating

companies in other jurisdiction for tax purposes.

(b) Galaxy Group British Virgin Islands is the entity with Curacao license issued by Curacao

government to host gambling and online casino websites.

(c) Ultraplay Ltd UK is to hold UK gambling license, license award is expected by second

quarter of 2018.

(d) Galaxy 88 Ltd UK is the entity to handle payment process from various channels such as

credit cards and debit cards.

(e) Ultraplay Ltd, Galaxy 88 Group Ltd, and Ultraplay Bulgaria are the cost centres and

operation entities that employ the management and staff and transacts normal office

expenses.

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3. EXPANSION PLAN

To stay in the frontline of the burgeoning online gambling industry, the Company has committed to

aggressive growth in terms of product offering and user acquisition. In the past year, the Company

has allocated resources to extensive marketing effort and research & development to set the path for

the next coming years. With the efforts coming to the early stage of fruition, the following highlights

the development of each expansion strategy:

Premium eSports betting suite – integration of ODDS.GG

Being the frontrunner in eSports betting from the start has put pressure on the Company to constantly

innovate and to lead the pack forward. Since its debut release of eSports betting solution more than

a year ago, the eSports suite has garnered so much positive attention from industry players. With the

introduction of the upgraded revolutionary match-predicting system - odds.gg, the Company is going

to enter new markets with this new capacity. Odd.gg currently offers the widest odds feed on the

market right now.

Besides the most popular game titles, the Company has expended its odds feed with Heroes of the

Storm Live, Kind of Glory also covering live betting as well as FIFA Interactive World Cup and GWEN.

Along with the diversified coverage of 25 competitive games, the Company also offers 3000+ eSports

events monthly as well as 1500+ in-play events.

With the latest add-ons and upgrades made by the company in the last 12 months, the Management

is positive that this product will be well received especially to operators that are eyeing to enter the

vibrant European markets.

Market Expansion – Giant China and the recovering Latin America

In the past year, the Company has successfully secured partnerships with counterparties in China and

Latin America. In October 2017, the Company has engaged Sunloto, a licensed operator of the Chinese

Welfare and Sports Lottery and also one of the largest lottery service providers in China, as its reseller

of ODDS.GG in China. In a November 2017 reporting of Financial Times on eSports, 57% of eSports

viewers come from China with at least 6 million university student taking part. With the industry

developing at such remarkable pace, the Company will benefit from increased sales of its product as

more and more bookmakers and operators will be joining the bandwagon offering markets on eSports.

The same opportunity and growth can be seen in the Company’s entrance to the Latin America. In

August 2017, the Company was selected by Eldorado Casino – a brand new iGaming operator in the

LatAm market, to provide suites of sports betting software.

In addition, a couple more deals were struck across the globe. The Company sealed a deal with its

neighbouring peers, Bet Arena Interactive – Romanian sports betting and casino operators with more

than 200 betting shops in the country, for the provision of sports betting solutions. On the other side

of the world the Company struck a deal with Kinguin, the marketing partner of fast2play that is based

Hong Kong, to offer the same products.

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Aggressive Marketing Efforts

With the rise of online betting among younger generation and the ease of online gambling made

possible by mobile gadgets, the online gambling market is only growing bigger with the offerings of

new genres. With the offering of wide variety of winning products, Ultraplay has been keeping it high

profile to increase brand awareness among operators through interviews with reputable industry

media and by attending events and making presence at trade fair. Ultraplay also conducts educational

conference to educate the mass market of the emerging trend and at the same time pushing the

products to the attendees.

Blockchain Platform – Buff88

As seen in the hype in the recent cryptocurrency initial coin offering market and the eye-popping

valuation increase in cryptocurrencies, Blockchain, the distributed ledger technology that powers

cryptocurrencies is expected to accept extensive adoption in various industries for its robust and

secured data transfer structure. With the introduction of Buff88, an eSports dedicated betting

platform, and eGold, Ultraplay’s own eSports betting cryptocurrency aims at unifying all gamers

worldwide, the Company is committed to demonstrate and to lead the Blockchain technology wave

within the online gambling industry. With the wide network of client operators and peers, eGold is

expected to gain encouraging acceptance by users and the technology powering Buff88 will be

replicated to other existing and new platforms for easy access by crypto gamblers.

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4. MARKET OVERVIEW

4.1 The Evolution of Gambling

The earliest evidence of gambling happened in 2300bc, comes from the Ancient China where tiles

were unearthed which appeared to have been used for a rudimentary game of chance. In 500bc, the

Greek poet Sophocles claimed that dice were invented by a mythological hero during the siege of Troy.

Later in 1400s, the game of Baccarat, a version of which was first mentioned as long ago the 1400s

when it migrated from Italy to France. Then, the earliest gambling houses which could reasonably be

compared to casinos started to appear in the early 17th century in Italy. For example, in1638, the

Ridotto was established in Venice to provide a controlled gambling environment amidst of the chaos

of the annual carnival season. In 1891, the one-armed bandit appears in New York – the first gambling

machine which resembled the slots machine today was one developed by Messrs Sittman and Pitt in

New York, which used the 52 cards on drum reels to make a sort of poker game.

In 1994, Microgaming, is one of the largest casinos and slot game developers in the world today,

pioneered a new frontier for gambling – online gambling. The gambling has gone mobile gambling

since New Jersey has legalized online gambling in 2011, there has been a boom in the interest people

have in it. America has seen a move towards legalizing it state by state, as well as experiencing the

rapid rise in mobile gambling.

In the recent trends, esports have become a very fresh segment of betting industry. eSports became

very famous when the first international tournament with USD 1.6 million prize fund was held. In 2016,

the same tournament prize fund reached USD 20 million and betting skyrockets immediately. Since

the beginning of 2000s, large online casino has created non-profit audit organizations to prove their

fairness.

In 2018, the introduction of the blockchain technology into casino structure makes it transparent in

all betting transaction and outcomes, provide absolute fairness to the operator. Now with blockchain

technology, player can check the random generator algorithm and all the transactions. Thus,

What is eSports?

eSports is a form of competition that is facilitated by video games. Most commonly, eSports take the

form of organized, multiplayer video game competitions, particularly between professional players.

The most common video game genres associated with eSports are real-time strategy, fighting, first-

person shooter, and multiplayer online battle arena.

What is Blockchain?

A blockchain, is a continuously growing list of records, called blocks, which are linked and secured

using cryptography. Each block typically contains a cryptographic hash of the previous block, a

timestamp and transaction data. By design, a blockchain is inherently resistant to modification of data.

It is a distributed ledger that can record transactions between two parties efficiently and in a verifiable

and permanent way.

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For use as a distributed ledger, a blockchain is typically managed by a peer-to-peer network

collectively adhering to a protocol for validating new blocks. Once recorded, the data in any given

block cannot be altered retroactively without alteration of all subsequent blocks, which requires

collusion of the network majority.

4.2 Online Gambling Market Size

Source from: https://www.statista.com/statistics/270728/market-volume-of-online-gaming-worldwide/

The global online gambling market is anticipated to be valued at more than 94 billion U.S. dollars in

2024. The current size of the market is almost 46 billion U.S. dollars, meaning the size is forecast to

double in the upcoming years.

Online gambling consists of playing casino games, poker and/or sports betting via the internet. Due

to factors such as the advancement of technology available (for example smartphones and apps),

higher trust of gamblers paying online, and the increasing digitization of the world, the online

gambling market is seeing growth in many regions. After sports betting was legalized in the United

States by the Supreme Court in 2018, online gambling companies are now able to grow their sport

betting sectors, thereby further supporting the market’s growth. Some of the companies that look to

benefit from this include the likes of Paddy Power Betfair, the largest global online gambling

company, Ladbrokes Coral Group, William Hill and 888 Holdings.

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4.3 eSports Market Revenue Worldwide from 2012 to 2020

Source from: https://www.statista.com/statistics/490522/global-esports-market-revenue/

This statistic shows the global eSports market revenue from 2012 to 2022. In 2018, the global eSports

market was valued at nearly 865 million U.S. dollars. According to the source's estimates, global

eSports market revenue will reach 1.79 billion U.S. dollars in 2022. The eSports industry is expected

to grow rapidly in the coming years. In 2017, worldwide revenues generated in the eSports market

amounted to 655 million U.S. dollars. At the pace of 22.3 percent CAGR, the market is expected to

generate close to 1.8 billion U.S. dollars in revenue by 2022. The majority of these revenues come

from sponsorships and advertising, and the rest from eSports betting, prize pools, tournaments,

merchandise and ticket sales. In terms of revenues, Asia and North America represent the two largest

eSports markets. While Asia contributed close to half of global eSports market revenue, generating

406 million U.S. dollars in 2017, the North American market brought in 392 million U.S. dollars in

revenue, followed by the European market at 298 million U.S. dollars

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4.4 Estimated Total Amount Wagered on eSports on Cash Gambling Site Worldwide in 2016

Source from: https://www.statista.com/statistics/618896/esports-gambling-market-worldwide/

The statistic from Statista, presents the estimated total amount wagered on eSports on cash gambling

site worldwide in 2016, by product type. According to the calculations, the total bets for eSports

betting were expected to reach 550 million U.S. dollars by the end of 2016, making up 10% of the total

online gambling market size. That same year, the most popular eSports game on the gambling market

was League of Legends (“LoL”), as approximately 38 percent of the total eSportsbook amount

wagered was attributed to bets placed on LoL. All in all, the entire eSports betting market is believed

to bring in 1.81 billion U.S. dollars in revenue in 2020, up from only 24 million estimated for 2015.

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4.5 eSport Market Revenue in 2019, by Region

Source from: https://www.statista.com/statistics/443147/estimate-of-global-market-revenue-of-

esports-by-region/

This statistic from the SAME SOURCE shows an estimate of the global eSports market revenue as of

2019, by region. During this year, it was projected that the eSports market in China, the largest eSports

market in Asia would generate approximate to 19% of the total global eSports revenue.

The entire eSports industry is expected to grow over the coming years, with worldwide

revenues projected to reach 1.10 billion U.S. dollars in 2020. Asia, being the largest gaming market

overall, is also estimated to continue to generate the lion’s share of the eSports revenue beyond 2019,

followed by North America with its 37% of total global eSports revenue.

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In terms of the popularity and viewership, Asia made up over 50% of all fans and leisure audience

combined.

eSports is no longer just a form of entertainment; it is becoming a profession for many players. Gamers

around the world are enticed to compete in numerous tournaments and championships by the

promise of a sizeable profit. In 2017, the combined annual eSports prize pools worldwide amounted

to 111 million U.S. dollars. However, according to 2016 data, ticket sales and prize pools account for

only a fraction of the eSports market revenue. The majority of the global revenue the industry

generates comes from sponsorships and media rights. In fact, it is estimated that in 2020, the total

revenue generated from eSports will exceed $1 Billion, a 26.7% year-on-year growth from 2019.

All in all, awareness of eSports is growing year on year. In 2019, it is expected that more than 1.57

billion, or over 20%, of all people around the world will be aware of eSports’ existence.

4.6 The Participation of Giant Tech Companies

(a) Alibaba – Asian Games, Olympic, & Ceasars Entertainment

Chinese internet giant Alibaba Sports Group is looking to grow its eSports reach with a

new partnership with the International Esports Federation (IeSF). Alibaba has also

partnered with the Olympic Council of Asia in a bid to bring eSports to the 2018 and 2022

Asian Games. Alibaba is investing via their sports off-shoot Alisports, and is planning to

invest USD 150 million into a Korean eSports organization that is campaigning to get video

gaming into the Olympics. Alisports will host the World Electronic Sports Games with the

endorsement of IeSF; the tournament will have a prize pool of more than USD 5.5 million.

In 30 July 2016, Alibaba Group founder Jack Ma has agreed to acquire Caesars Interactive

Entertainment Inc’s (CIE) social and mobile games business for USD 4.4 billion in cash. CIE

is one of the world’s leading interactive social and mobile games providers. In addition to

its social and mobile games businesses, CIE owns the World Series of Poker (WSOP) and

operates real-money online gaming in Nevada under the WSOP brand.

(b) Amazon – Twitch.tv

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In August 2014, Amazon acquired Twitch, a live streaming video platform for USD 970

million, which later led to the introduction of synergies with the company’s subscription

service Amazon Prime. Twitch focuses on video game live streaming, including broadcasts

of eSports competitions, in addition to creative content, real life streams, and more

recently, music broadcasts. As of Q3 2017, Twitch still remains the leading live streaming

video service for video games in the US, and has an advantage over YouTube Gaming. As

of February 2018, it now has 2 million broadcasters monthly, and 15million daily active

users.

(c) Google – Chushou

Google has joined an investment in Chinese live-stream mobile platform Chushou that

brings the startup’s total funding to USD 120 million. The Beijing based startup, founded

in 2015, is an online eSports platform where users can live stream their mobile phone

games. The service has roughly 8 million streamers and 250,000 live stream a day. Google

will help the Chinese firm expand its services to target more overseas viewers. Live

streaming gaming platforms are a popular form of eSports in China, part of a growing

industry that involves competitive game play viewed by spectators. Google’s YouTube

launched a specialized service for live stream gamers in 2015, capturing a large chunk of

the global market.

(d) Intel, HP – Blizzard Entertainment

In November 2017, tech leaders HP Inc. and Intel joined forced with Blizzard

Entertainment in Major Overwatch™ League sponsorship deals that represent an

extended investment in the ground-breaking professional league. As part of the multiyear

agreements, Intel will sponsor future Overwatch® competitive events in addition to the

Overwatch League. Overwatch League™ is the first major global professional esports

league with city-based team across Asia, Europe, and North America.

4.7 Blockchain Gambling

The global gambling market has already seen a healthy rise in Bitcoin casino and Bitcoin sports betting

sites on the web, and now such gamblers are looking to improve issues of trust and transparency using

blockchain technology. Indeed, trust has always been one of the biggest concerns for online gamblers,

but now start-ups are emerging which entirely removes this concept as a source of uncertainty.

On blockchain’s decentralized system, which is built by a coordinated network of independent nodes,

no particular individual or entity can have centralized advantage at any stage of the gambling process.

Gambling companies can use blockchain to assure users to that they are completely incapable of

knowing the results of an outcome – such as the dealing of a particular card. By removing the entire

concept of centralization, and by putting verification of bets in the hands of the network of nodes, the

requirement for a third-party point of trust automatically becomes redundant. With each transaction

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or bet being visible for verification on the blockchain, the technology provides greater financial

transparency for the gambling industry.

4.8 Blockchain Gambling Peers

(a) FunFair

FunFair is a revolutionary blockchain technology platform that enables anyone, anywhere to

create online casino in seconds. In July 6 2017, FunFair Technologies, has raised a landmark

sum from the presale of tokens that will eventually power every aspect of its blockchain-based

gaming technology platform. FunFair is designed to deliver unrivalled transparency for

consumers and efficiency for casino operators. FunFair’s phase one token presale on June 22

2017 sold in just four hours, having raised over USD 26 million.

(b) Augur

Augur was founded in 2014 to develop a decentralized oracle and prediction market platform

on the blockchain that could be deployed by anyone as open-source software. The California-

based is among the start-ups leading the transformation of gambling platforms onto

blockchain-based technology. Augur is expected to launch on the Ethereum network

imminently, having raised over USD 5 million in crowdfunding in October 2017 and then

releasing the beta version of its application in mid-March 2018. Operating as a decentralized

peer-to-peer marketplace, Augur will not be controlled by any one person or institution.

(c) Wagerr

Wagerr, a fully decentralized sports betting blockchain, announces its Initial Coin Offering in

1st June 2017, having raised USD 5.25 million in just six days. Wagerr taps into the massive

worldwide sports betting market by offering a better, more secure way to bet, where smart

blockchain technology forges betting contracts, validates sporting event outcome and

automates payout.

(d) Peerplays

Peerplays is a solution for provably fair blockchain-based gaming that allows operators to

design their own specialized tokens or chips, buy or sell gateway tokens for popular

cryptocurrencies like Bitcoin or Ether. In 26 February 2017, the Initial Coin Offering was

initiated, after its announcement following the establishment of a Canadian non-profit

organization called the Peerplays Blockchain Standards Association for the purpose of

promoting the Peerplays’ blockchain technology, having fund raised over USD 4 million in

private funding even before the commencement of the Initial Coin Offering.

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(e) DAO Casino

DAO Casino is an open ecosystem for gambling games. It is a decentralised governance system

built on Ethereum blockchain technology. The core objective of the existence of DAO casino

is to replaced centralised casino models with a socio-economic protocol with no human

intervention. The platform created by the company introduce fairness, transparency and

mutual profitability into online gambling through blockchain technology. In 29 June 2017, DAO

casino launched its token sale campaign, raises USD 12 million at first day.

(f) Dragon Coin

Dragon Inc., a gaming company in Macau founded in 2017. Dragon Inc.’s business model uses

blockchain technology to get around the costly credit processes often used by the opaque

junket industry. The gaming company seeks to integrate blockchain technology into the

world’s largest gambling market by issuing tokens for VIP junket operators who handle credit

processing for casinos. In November 2017, Dragon Inc. has raised over USD 20 million in

private pre sales. The proceeds raised initially be used to support Dragon’s junket operators

by providing them with funds to establish systems that will exchange Dragon’s digital tokens

for gambling chips.

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5.ULTRAPLAY TOKEN 5.1 Objective

Ultraplay will be offering security token, the main objective of the offering is for the expansion and

marketing plan as well as to fund for Ultraplay’s listing exercise expenses on European major stock

market exchanges.

5.2 Summary of the Offer

Issuer: Ultraplay Limited

Type of Offering: Security Token Offering (“STO”)

Ticker: UPT

Market Capitalization: $36,000,000.00

Total Token Issuance: 360,000,000 tokens

Price per token: $0.10

Token Exchange: Bancor Exchange

UPT will be listed on Bancor Exchange, a decentralized

liquidity network redesigns the way people create and share

value by ensuring continuous on-chain liquidity between

blockchain-based assets. UPT token holders can buy and sell

tokens on Bancor Exchange at real-time.

Utilisation of the Fund: To fund UltraPlay’s expansion plan and marketing effort.

Furthermore, the fund raised will also be used as Ultraplay’s

listing expenses in European stock exchanges.

5.2 Autonomous Liquidity – Bancor Protocol

Smart Tokens are the heart of the Bancor Protocol. They operate as regular tokens, in compliance with

the ERC token standard used on the Ethereum blockchain but it has additional logic that allows users

to always buy and sell them directly through their own smart contracts at prices that is

programmatically adjusted to reflect supply and demand. Effectively, Smart Token comes with a built-

in liquidity mechanism that ensures they are continuously convertible to other tokens within the

ecosystem.

Ultraplay Smart Tokens allow for instant conversion between themselves and any of their tokens listed

on Bancor Network. This functionality enables Ultraplay Smart Tokens to become instantly convertible

to any number of other tokens which are connected to the same network, like EOS Tokens.

5.3 Automatic Price Determination

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The Bancor Formula for algorithmic pricing enables Ultraplay Smart Tokens to consistently determine

their own reliable and predictable prices. To achieve this, Ultraplay Smart Tokens maintains a ratio

between its total value (total supply x unit price) and its connector balance (EOS tokens).

Price = connector balance / (Ultraplay Smart Tokens outstanding supply x ratio)

As Ultraplay Smart Tokens processes conversions, the price will converge toward and equilibrium

between buy and sell volumes.

4.1.2 Advantages of Ultraplay Token

Continuous liquidity: Ultraplay users can always buy and sell tokens in the Bancor network directly

through their smart contract, regardless of the numbers of buyers and sellers in the market. This is

achieved by Bancor Protocol’s nature of disconnecting liquidity from trade volume.

Adjustable price sensitivity: The ratio between Ultraplay Smart Tokens and EOS Tokens is maintained

at 10%. This indicates the price sensitivity of Ultraplay Smart Tokens in relation to EOS Tokens.

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6.KEY SUCCESS FACTOR

6.1 Business Model

The company develops, produces, markets and licenses fully integrated live casino solutions to gaming

operators. The gaming operators then market the products to their end users. The company’s

customers include the majority of the most prominent online gaming operators in Europe, as well as

a growing number of land-based casinos that have begun offering games online. The company doesn’t

offer only one sought after product, its product offering is dynamic and all products and services are

customizable to the most detailed personalisation aspect to the client’s requirements. In addition, the

company’s subscription, licensing and profit-sharing models enable the company to have consistent

income even during innovative down-time such as research and development period.

6.2 Key Success Areas

The company shall continue to strengthen its leading position in the European gambling market, and

in the long-term other geographic markets, with a clear focus on activities that promote the

operations and the offering. The company has three key areas that are considered particularly

important to further widening the lead over other players in the market and laying a solid foundation

for continued success.

(a) Product Innovation

The company strives to continuously improve its offering while, at the same time, developing

the entire online gambling market by means of cutting-edge product innovation. Since its

inception, the company has successfully launched innovative games and solutions that are

attractive both to operators and their end users. In the end of 2012, the Company pioneered

the Bitcoin Casino solutions and in 2013 has successfully pushed the products to and created

high demand from the market. The most significant and most recent major milestone of the

Company would be the eSports solution development. The company’s strength lies in their

ability to constantly innovate and provides advanced sportsbook solutions and consultancy to

eSports sportsbook start-ups. The company holds the exclusive rights for most if not all

eSports tournaments and communicates with numerous organisations enabling their

operators and end users to have cutting-edge advantage in live odds provision.

In addition, the company was the first provider to adopt Bitcoin in the online gaming industry,

and now strengthen its blockchain technology position by introducing its own eSports betting

cryptocurrency that integrated by Buff88 – a decentralized betting website which offer

blockchain based betting. The launch of the cryptocurrency aims to unify eSports betting

enthusiasts all around the world. The eSports cryptocurrency will offer an easy, quick and

secure alternative for betting on the most favourite games. The new digital currency is an

ERC20 Ethereum-based token which allows the eSports betting community to feel the next

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level of gaming experience and be connected in a unified eSports ecosystem based on a

cryptographic security.

(b) Customer Optimisation

With its existing portfolio of valuable customers, the company enjoys considerable

opportunities to further develop, expand and refine each operator’s live casino solution. Given

the strong growth of the gambling market, an increasing number of operators are choosing to

broaden their offerings and invest in dedicated environments. The company created unique

approach by combining traditional sportsbook techniques with innovative game analysis to

optimises each individual environment to that specific customer’s condition and needs with

the aim of strengthening the loyalty between operator and the end user. With its technical

expertise, the company provides the widest eSports market coverage, highest number of pre-

match odds and unprecedented number of in-play markets.

(c) Operational Excellence

The company’s market-leading position is mainly based on the competitive advantage that

derives from the company’s operational excellence in offering sportsbook solutions since

2010. Sportsbook solution is highly complex product, and to function, it requires mathematical

models and effective collaboration between experienced people and systems. Over its years

in business, the company has been able to amass a collective of experience personnel that is

unique among suppliers in Europe. The company has a sophisticated platform that

simultaneously handles software, hardware, employees and user data. The platform provides

scalability and allows the company to expand with new platform without having to replicate

software locally.

22

7. FINANCIAL INFORMATION Financials projection for the Year 2019 and 2020 are as follows:

2018 (Euro'000)

2019(F) (Euro'000)

2020(F)

(Euro'000)

Revenues from services 3,133

4,700

7,049

Other revenue 31

47

70

Total Revenues from services

3,164

4,746

7,119

Expenses on materials and consumables -9

-11

-13

Payroll expenses -994

-1193

-1431

Depreciation expenses -63

-76

-91

Expenses on hired services -1038

-1246

-1495

Other expenses -20

-24

-29

Profit from operating activities 1,040

2,197

4,060

Finance costs -5

-5

-6

Finance income 22

22

26

Profit before taxes 1,057

2,214

4,081

Profit for the year 1,057

2,214

4,081

The graph illustrates the growth in revenue and profit from Year 2018 to Year 2020. B2B Division: B2B is also known as business-to-business, where commerce transactions between businesses, in such illustration would be between the Company, the software provider and reseller, the gambling website operators. As a B2B provider, the company’s revenue is generated via gaming operators and the

3,512

5,268

7,902

1,173

2,458

4,530

-

1,000

2,000

3,000

4,000

5,000

-

2,000

4,000

6,000

8,000

10,000

2018 2019(F) 2020(F)

Revenue and Profit

Revenues from services Profit for the year

23

company does not have a direct business relationship with the end user, but works with its operators to help combat gambling-related problems. At the end of 2018, the company had more than 100

customers, including some major online casino operators in Europe。

B2C Division: B2C is known as business-to-consumer, is business transactions conducted directly between the Company and consumers who are the end-users of its products or services. The business-to-consumer as a model differs significantly from the B2B model, which refers to commerce between two or more businesses. As being part of software provider to operators, the company also has its own gaming platform which provide services directly to end-users. Gambling Turnover: With the B2B segment powering more than 100 betting websites across the world, the Company annual gambling turnover, bet placed across betting platforms, surged passed 100 million Euro in 2016 and has since been on an upward trajectory on the growth of products offerings. Operating Revenue: The company’s total operating revenues amounted to €3,164,000 in the financial year ended 31 December 2018. The positive revenue development mainly derives from increased commission income from both new and existing customers. Revenues from fees that also contributed to increase as a result of additional customers base and demanding customised environment. Tax: The company primarily conducts its business through subsidiaries that are active in the geographic markets in which it operates. The business, including intra-group transactions, is conducted in accordance with the BVI company’s interpretation of applicable laws, tax treaties and other regulations concerning taxes and practice of tax authorities in the relevant countries. As being a BVI company, the company is entitled to tax benefits, namely the company will not subject to corporate taxation nor profit tax. Net Profit: As shown on the table above, with the tax benefits for BVI companies, the company’s profit after tax is amounted to €1,057,000 at the financial year ended 2018, whereas for the financial year ended 2019, the company’s forecasted profit after tax is €2,214,000 and €4,081,000 in 2020.