Information - White Paper Shipfinex - Ver 0.1

Marine Asset Exchange Ltd | UK
SHIPFINEX
Information Memorandum
Information Memorandum
&
&
White Paper
White
Ver 0.1 | 30Paper
Apr 2019
Ver 0.1 | 30 Apr 2019
SHIPFINEX
Table of Contents
List of Tables......................................................................................................... 4
List of Figures ....................................................................................................... 4
1 SECTION I ....................................................................................................... 5
1.1 General Information about this document ................................................................... 6
1.1.1 Confidentiality .............................................................................................................. 6
1.1.2 Data Protection ............................................................................................................ 7
1.1.3 Disclaimers.................................................................................................................... 7
1.1.4 Overseas Investors ........................................................................................................ 8
1.1.5 Non-Recommendation.................................................................................................. 8
1.1.6 Distribution ................................................................................................................... 9
1.1.7 Non-Solicitation ............................................................................................................ 9
1.1.8 Forward-looking statements ........................................................................................ 9
1.2 Definitions ................................................................................................................ 10
1.3 Company Information ............................................................................................... 11
1.4 Preamble .................................................................................................................. 11
1.5 Executive Summary ................................................................................................... 12
1.5.1 Corporate Governance ............................................................................................... 12
1.5.2 Exit Strategies ............................................................................................................. 12
2 SECTION II .....................................................................................................13
2.1 Challenges in the Shipping Industry A Global Overview .............................................. 14
2.1.1 Lack of Liquidity & Slow Settlement ........................................................................... 14
2.1.2 Restricted investor Base & Cost of Finance ................................................................ 14
2.1.3 Market Asymmetry ..................................................................................................... 14
2.1.4 Lack of Transparency .................................................................................................. 15
2.1.5 Current Lending Scenario ........................................................................................... 15
2.2 Cutting Edge Technology of Trust, The Distributed Ledger Technology (DLT) .............. 16
2.2.1 DLT features 1: Decentralized, Democratic, Transparent, Immutable, Higher Security, ....... 16
2.2.2 DLT Features 2: Faster Settlements, Distributed Ledger, Smart Contracts, P2P Markets ..... 17
2.2.3 DLT Features 3: Resiliency, Integrity, Privacy, Trust .............................................................. 17
2.3 Our Solution – Shipfinex the Marine Asset Exchange powered by DLT ........................ 19
2.4 Digital Currencies & Security Tokens.......................................................................... 20
2.4.1 An overview of the Digital Currency Market ............................................................. 20
2.4.2 Security Tokens........................................................................................................... 23
2.5 Overview of the Shipping Markets ............................................................................. 24
2.5.1 Cargo classifications .................................................................................................. 25
2.5.2 Cargo size classifications ........................................................................................... 26
2.5.3 Approximate Vessel Size Groups ................................................................................ 27
2.6 Shipping company types............................................................................................ 28
2.7 Shipping Finance Market ........................................................................................... 30
3 SECTION III ....................................................................................................33
MARINE ASSET EXCHANGE P a g e 1 | 55

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3.1 ShipFinex .................................................................................................................. 34
3.2 Shipfinex Ecosystem Product Map ............................................................................. 34
3.2.1 KYC & Maritime Stable coin platform ......................................................................... 34
3.2.2 Maritime Asset Digitalisation and Tokenisation platform ......................................... 34
3.2.3 Maritime Asset Offering Platform .............................................................................. 34
3.2.4 Maritime Asset Exchange ........................................................................................... 34
3.2.5 Maritime Services Market Place ................................................................................. 34
3.3 Shipfinex Objectives .................................................................................................. 35
3.4 Key Strengths ............................................................................................................ 36
1. First Mover Advantage ................................................................................................... 36
2. Experienced Management Team ................................................................................... 36
3. Prospects from existing Industry relationships and business networks ......................... 36
4. Favourable Market Dynamics and growth drivers ......................................................... 36
3.5 Mission Statement .................................................................................................... 36
3.6 Vision Statement....................................................................................................... 36
3.7 Team ........................................................................................................................ 36
3.8 Marine Finance Supervisory Committee..................................................................... 38
3.9 Technology, Tokenisation & Maritime Stable Coin ..................................................... 39
3.9.1 Features of Maritime Stable Coin: .............................................................................. 42
3.9.2 How secure is it? ......................................................................................................... 42
3.9.3 Main Purposes of Maritime Stable Coin: .................................................................... 42
3.10 Shipfinex + RegTech = Disruption in the Maritime Industry ........................................ 42
3.11 Roadmap .................................................................................................................. 43
3.12 Business Strategy & Model ........................................................................................ 44
4 SECTION IV ....................................................................................................46
4.1 Risk factors ............................................................................................................... 47
4.2 Risks Relating To The Company And The Industry In Which It Operates ...................... 47
4.2.1 The Business Model .................................................................................................... 47
4.2.2 Research and development ......................................................................................... 47
4.2.3 Market adoption and revenue..................................................................................... 47
4.2.4 New products and services may not perform as expected .......................................... 48
4.2.5 Dependence on amount raised ................................................................................... 48
4.2.6 Growth of the Distributed Ledger Technology industry & Tokenisation platforms .. 49
4.2.7 Technological change in the DLT Ecosystem ............................................................ 49
4.2.8 Estimates of financial results ..................................................................................... 49
4.2.9 Market Competition .................................................................................................... 49
4.2.10 Additional responsibilities and commitments of Directors ........................................ 49
4.2.11 Significant Change the eco-system ............................................................................. 49
4.2.12 Data Protection .......................................................................................................... 50
4.2.13 Commercial contracts ................................................................................................ 50
4.2.14 Counterparty risk ....................................................................................................... 50
4.2.15 Systems failures or delays and loss of business continuity ........................................ 51
4.2.16 Growth management .................................................................................................. 52
4.2.17 Short-term operating results ...................................................................................... 52
4.2.18 Growth management and acquisitions ....................................................................... 52

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4.2.19 Key personnel ............................................................................................................. 53
4.2.20 Litigation .................................................................................................................... 53
4.2.21 Brexit risk ................................................................................................................... 53
4.2.22 Exchange Rate risk ..................................................................................................... 54
4.2.23 Risk relating to Interest Rates .................................................................................... 54
4.2.24 Economic, political, judicial, administrative, taxation or other regulatory matters . 54
4.2.25 Risks relating to operating history, past performance and future performance ........ 54
4.2.26 Litigation risks ............................................................................................................ 54
4.2.27 Additional capital and dilution................................................................................... 54
4.2.28 Risks relating to Income ............................................................................................. 55
4.2.29 The future performance of the Company cannot be guaranteed ................................ 55
4.3 Money Laundering Regulations 2007......................................................................... 55
5 Disclaimer .....................................................................................................55

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List of Tables
Table 1: Information Memorandum .............................................................................................................. 11
Table 2: Company Information ...................................................................................................................... 11
Table 3: Four Determining Factors in Shipping (Stopford, Maritime Economics, 2009, p. 61) ...................... 25
Table 4: Breakdown of global seaborne trade in Millions of tonnes loaded by major types of cargo .......... 26
Table 5: Approximate Vessel Size Groups (Clarkson Research, 2016) ........................................................... 27
List of Figures
Figure 1: DLT Features 1 ................................................................................................................................ 16
Figure 2: DLT Features 2 ................................................................................................................................ 17
Figure 3: Benefits of using Distributed Ledger Technology for Data Integrity............................................... 18
Figure 4: ShipFinex Ecosystem ....................................................................................................................... 19
Figure 5: Market Cap of Top Exchange Tokens (Digital Currencies) .............................................................. 20
Figure 6: PWC study of Digital Currency Hubs ............................................................................................... 22
Figure 7: Leading ICO Countries 2017 & 2018 ............................................................................................... 23
Figure 8: PWC 4th ICO/STO Report ................................................................................................................ 23
Figure 9: PWC Report Extract Showing 20 bn Investment in 2018 ................................................................ 24
Figure 10: World fleet by principal vessel type, 1980–2017 (Percentage share of dead-weight tonnage); .. 28
Figure 11:Moore Stephens confidence survey- March 2018.......................................................................... 30
Figure 12: Options for financing merchant ships (Stopford, Maritime Economics, 2009, p. 283) ................. 31
Figure 13: ShipFinex Platform & Services....................................................................................................... 35
Figure 14:ShipFinex Technology and value-added Stacks............................................................................. 40
Figure 15: Structure of Ship Finance with Token Sales .................................................................................. 41
Figure 16: Security token Stack ...................................................................................................................... 41
Figure 17: ShipFinex RegTech Stack Features ................................................................................................ 43
Figure 18: ShipFinex Roadmap....................................................................................................................... 43
Figure 19: ShipFinex Roadmap Continues ...................................................................................................... 44
Figure 20:Shipfinex revenue streams ............................................................................................................. 45

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1 SECTION I

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1.1 General Information about this document
This Information Memorandum dated 30th April 2019 is issued by Marine Asset Exchange Ltd under the
trading name “SHIPFINEX”.
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE OR THE CONTENTS OF THIS
DOCUMENT, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER
OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000, WHO SPECIALISES IN ADVISING ON INVESTMENT IN SHARES AND OTHER SECURITIES.
This document does not constitute a prospectus or an offer of or an invitation to subscribe for securities to
the public as defined by the Prospectus Regulations 2005 (“the Regulations”) and has not been prepared
in accordance with the requirements of the Regulations.
This Information Memorandum is a communication relating to a general description of the company and is
not a solicitation of any kind.
Recipients represent and warrant to the Company that they are able to receive the Information
Memorandum without contravention of applicable legal or regulatory restrictions in the jurisdiction in
which they reside, conduct business or receive the Information Memorandum, including in particular the
requirements of FSMA and the FPO.
No public offer in any jurisdiction is being made by the Information Memorandum. The Information
Memorandum is primarily intended for release in the United Kingdom and does not constitute an offer, or
the solicitation of an offer, in relation to shares in any jurisdiction
in which such an offer or solicitation is unlawful.
The Company is not authorised or regulated by the Financial Conduct Authority (FCA). The Company or its
Directors, officers, affiliates, employees, advisers, consultants and agents is unable to give financial,
investment, tax, legal, accounting, or any other kind of advice or to advise on the suitability and
appropriateness of the Company. It is
the responsibility of any person outside the UK wishing to invest in any tokenised assets offered on the
Shipfinex platform hereunder to satisfy himself as to full observance of the laws of any relevant territory in
connection therewith, including obtaining any requisite governmental or other consents, observing any
other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes
required to be paid in such territory. In particular, prospective Investors should inform themselves of and
observe all applicable laws and regulations including any taxation or exchange control legislation in the
countries of their citizenship, residence, domicile or such other status as may be relevant in connection
with any subscription of tokenised assets
Any references to tax laws or rates in this Information Memorandum are subject to change. Past
performance is not a guide to future performance and may not be repeated.
1.1.1 Confidentiality
The information and opinions contained in this Information Memorandum are strictly confidential.
Accordingly, the contents of this Information Memorandum and any other information or opinions
subsequently supplied to you will constitute confidential information and may not, without the written
consent of the Company, be published, reproduced, copied or disclosed to any other person other than your
financial advisers who should be made aware that the contents of this Information Memorandum are
confidential, nor used for any purpose other than in connection with the Information Memorandum. You
shall be responsible for any losses in the event of any unauthorised disclosure.
By receiving this Information Memorandum, you agree that you will on request return or procure the return
of this Information Memorandum and all further information and material sent or made available without

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retaining any copies in whatever form and shall destroy notes, analyses or memoranda and other stored
information of any kind prepared by you or on your behalf to the extent that they contain or are based on
such information.
1.1.2 Data Protection
Any details or information relating to users submitted to the Company will be retained on databases at the
registered office of the business under the provisions of the Data Protection Act 1998 and the Data
Protection Act 2018. User’s details will be used principally for communicating with them as well as for any
regulatory purposes. The Company will not send the User’s details to a third party except for the purpose
of for preventing crime; to the police, if required by law; to any relevant regulatory authority; to any bank
(or other FCA regulated entity) with whom the Company has an account; or unless they are specifically
requested to do so by the User.
1.1.3 Disclaimers
This Information Memorandum contains information relating to the Company.
This Information Memorandum does not purport to be all-inclusive and may be subject to updating, revision
or amendment. The information in this Information Memorandum has been provided by the Company as a
guide only and has not been independently verified. All statements of opinion or belief contained in this
Information Memorandum and all views expressed and statements made regarding future events represent
the Directors own assessment and interpretation of information available to them as at the date of this
Information Memorandum. While the Information Memorandum has been prepared in good faith, no
representation, warranty, assurance or undertaking (express or implied) is or will be made, and no
responsibility or liability (whether in contract, tort, negligence, pre-contract or other representations or
otherwise howsoever) is or will be accepted by the Company or by its Directors, officers, affiliates,
employees, advisers, consultants and agents in relation to the adequacy, accuracy, completeness,
achievability or reasonableness of any views, statements, illustrations or forecasts of this Information
Memorandum or any other information, notice or document supplied or otherwise made available (in all
cases whether written or oral) to any prospective Investor or its advisers in connection with the prospective
investment nor is any such party under any obligation to update the Information Memorandum or correct
any inaccuracies or omissions in it which may exist or become apparent.
All and any such responsibility and liability are expressly disclaimed. Additionally, some data, statistics or
information contained in this Information Memorandum have been obtained from published sources
prepared by other parties and no responsibility is assumed by the Company or by its Directors, officers,
affiliates, employees, advisers, consultants and agents for the accuracy or completeness of such
information.
The summary projected financial illustrations contained in this Information Memorandum are based on
estimates and assumptions made by the Company about circumstances and events, which have not yet
taken place. Accordingly, there can be no assurance that the projected returns will be attained. In particular,
but without prejudice to the generality of the foregoing disclaimers, no representation or warranty
whatsoever is given in relation to the adequacy, accuracy, completeness, achievability or reasonableness of
any illustrations contained in this Information Memorandum or in relation to the bases and assumptions
underlying such illustrations and Investors must satisfy themselves in relation to the reasonableness,
achievability and accuracy thereof. No responsibility or liability is accepted for any loss or damage
howsoever arising that any Investor may suffer as a result of this Information Memorandum and any and all
responsibility and liability is expressly disclaimed by the Company and its respective Directors, officers,
affiliates, employees, advisers, consultants and agents.
No representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of

any future projections, management estimates, prospects or returns contained in this document, or in such
other information, notice or document. The recipient acknowledges and agrees that no person has, nor is

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held out as having, any authority to give any statement, warranty, representation, assurance or undertaking
on behalf of the Company in connection with matters set out in the document.
To the best of the knowledge and belief of the Directors of the Company who have taken all reasonable care
to ensure this is the case, the information contained in this document is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Prospective Investors are strongly advised to conduct their own due diligence including, without limitation
as to the legal, taxation financial and other consequences of investing in tokenised assets and must
determine for themselves what reliance (if any) they should place on such statements, views or forecasts.
Prospective Investors’ attention is drawn to the section entitled risk factors.
1.1.4 Overseas Investors
The company and the tokenised assets on the platform have not been registered under the United States
Securities Act of 1933 (as amended) (the “Securities Act”), or under the securities legislation of any state or
any other political sub-division of the United States; and the relevant clearances have not been obtained
from the securities commission of any province or territory of Canada, Australia, Singapore, United Arab
Emirates or Japan; and the tokenised assets may not, subject to certain exceptions, be offered or sold
directly or indirectly in, into or within the USA, Canada, Australia, Singapore, United Arab Emirates or Japan
or to, or form the account or benefit of, a US Person (as defined in the USA Securities Act) or any national
citizen or resident of the USA, Canada, Australia, Singapore, United Arab Emirates or Japan. This document
does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for,
tokenised assets in any jurisdiction in which such offer or solicitation is unlawful.
The laws or regulatory requirements of the jurisdictions of which such overseas Investors reside may affect
the making of the Offer for Subscription in tokenised assets. Overseas Investors who wish to subscribe for
Shares under the Offer for Subscription are referred to the terms and conditions of the Offer. No Person
who has a registered address outside the United Kingdom, or who is a citizen or resident of a country other
than the United Kingdom, may treat this document or any Application Form received by him as constituting
an offer or invitation to acquire shares in tokenised assets, unless, in the relevant territory, such an offer of
subscription can be made lawfully to that Person.
Potential Investors who are in any doubt as to their position in this respect are strongly recommended to
consult their own Financial Advisers as soon as possible.
1.1.5 Non-Recommendation
This Information Memorandum should not be considered as a recommendation by the Company or its
respective Directors, officers, affiliates, employees, advisers, consultants or agents to invest in the Company
and any prospective Investor must make their own independent assessment of the merits or otherwise of
the Information Memorandum and should take their own professional advice.
Neither the issue of this Information Memorandum nor any part of its contents is to be taken as any form
of commitment on the part of the Company or any of its subsidiaries or affiliates to proceed with the
investment envisaged by the issue of this Information
Memorandum and the Company reserves the right to amend the procedures set out herein, to terminate
any of the procedures and to terminate any discussions and negotiations with any prospective Investor at
any time and without giving any notice or reason thereof.
In no circumstances will the Company or any of its Directors, officers, affiliates, employees, advisers,
consultants or agents be responsible for any costs or expenses incurred in connection with any appraisal or
investigation of the Information Memorandum or for any other costs or expenses incurred by prospective
Investors in connection with the proposed investment.

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1.1.6 Distribution
The distribution of this Information Memorandum and the offering and sale of securities is restricted by law
in certain jurisdictions, and this Information Memorandum does not constitute, and may not be used in
connection with, any offer or solicitation in any such
jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation. Should this
Information Memorandum (through the act or default of the intended recipient) reach other persons
without the written consent of the Company, the intended recipient
agrees, in consideration of the Information Memorandum being issued to it by the Company, to indemnify
the Company against any loss or damage or other liabilities (including any costs) that they may suffer as a
result. In providing this Information Memorandum, the Company undertakes no obligation to invite the
recipient to proceed with a further investigation of the Information Memorandum, or to provide the
recipient with any additional information, or otherwise to negotiate with the recipient in any way in respect
of the Information Memorandum or any matter set out in this Information Memorandum.
1.1.7 Non-Solicitation
This is not an offer to sell or a solicitation of an offer to buy the securities described herein in any jurisdiction
to any person to whom it is unlawful to make such an offer or sale. In making an investment decision,
prospective Investors must rely on their own examination of the Information Memorandum and the terms
of the information, including the merits and risks involved. Prospective Investors should not construe the
contents of this Information Memorandum as financial, investment, tax, legal, accounting, or any other kind
of advice. This Information Memorandum, as well as the nature of the investment contemplated hereby,
should be reviewed by each prospective Investor and your stock broker, solicitor, accountant, bank manager
or other professional adviser authorised under FSMA and the FPO.
The Company has not authorised any third party to provide any information to any prospective Investor and
you should therefore not rely on any information, notice or document or otherwise made available in all
cases (whether written or oral) received from any third party.
The Company is not making an offer of these securities in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this Information Memorandum is accurate as of
any date other than the date on the front cover of this
Information Memorandum. Prospective Investors who do not wish to pursue the Information Memorandum
are requested to return this Information Memorandum at their earliest convenience to the Company. All
prospective Investors are responsible for seeking their own professional advice with respect to this
Information Memorandum.
1.1.8 Forward-looking statements
This Information Memorandum contains forward-looking statements, including forecasts of future
performance, which are based on assumptions regarding future conditions and events. No representations
or warranties (expressed or implied) are made as to the accuracy of any such forecasts or forward-looking
information or any other information included herein. Unless otherwise noted, the financial information
and forecasts included in this Information Memorandum are un-audited. In some cases, these forward-
looking statements can be identified by the use of forward looking terminology, including the terms
“anticipates” , “believes” , “could” , “envisages” , “estimates” , “expects” , “intends” , “may” , “plans” ,
“projects” , “seeks” , “should” , “will” or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters that are not historical facts. They appear
in a number of places throughout this Information Memorandum and include statements regarding the
intentions, beliefs and current expectations of the Company and the Directors concerning, amongst other
things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the
Company and the industry in which the Company operates. Forward-looking statements are provided for
illustrative purposes only and are not intended to serve and must not be relied on by any prospective
Investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward

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looking statements are subject to a number of risks and uncertainties that could cause actual results to
differ materially from anticipated results. Such risks include, but are not limited to, the ability to obtain
required consents, complete the proposed financing and implement the proposed business plan; changes
in general economic and business conditions; and other risks and uncertainties many of which are beyond
the control of the Company or its advisers. Prospective participants are strongly recommended to read the
risk factors set out in this Information
Memorandum for a more complete discussion of the factors that could affect the Company’s future
performance and the industry in which the Company operates. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this Information Memorandum may
not occur. The actual returns, results, performance or achievements of the Company or developments in
the industry in which the Company operates could differ materially from the targeted returns, future results,
performance or achievements or industry developments expressed or implied by the forward-looking
statements contained in this Information Memorandum. The forward-looking statements contained in this
Information Memorandum speak only as at the date of this Information Memorandum. The Company
undertakes no obligation to update or revise publicly the forward-looking statements contained in this
Information Memorandum to reflect any change in expectations or to reflect events or circumstances
occurring or arising after the date of this Information Memorandum, except as required in order to comply
with its legal and regulatory obligations.
Prospective Investors are cautioned not to place undue reliance on such returns and statements.
1.2 Definitions
The following terms apply throughout this Information Memorandum, unless the context requires
otherwise:
“Articles” The Articles of Association of the Company
“CGT” Capital Gains Tax
“Board” or The board of directors whose names appear on page _____ of this Information
“Directors” Memorandum
“Company” Marine Asset Exchange Ltd incorporated in England and Wales and registered
under number 10495091 with a registered office at Kemp House, 160 City Road,
London, London, United Kingdom, EC1V 2NX
“EIS” The Enterprise Investment Scheme as particularised in Part 5A of ITA
“EIS Deferral Capital gains deferral on reinvestment pursuant to section C and Schedule 5B of
Relief” TCGA 1992.
“EIS Relief” Income tax relief and/or exemption from tax in respect of chargeable gains which
is available under the EIS.
“FCA” The Financial Conduct Authority
“FSCS” Financial Services Compensation Scheme
“FSMA” Financial Services and Markets Act 2000 (as amended)
“HMRC” HM Revenue & Customs
“ICTA” Income and Corporation Tax 1988 (as amended)
“IHT” Inheritance Tax
“ITA” The Income Taxes Act 2007 (as amended)
“Information This Information Memorandum dated and published on 30 April 2019 as may be
Memorandum” amended and/or supplemented from time to time
“Qualifying Trade” Means a qualifying trade as defined by section 189 ITA
“Ordinary Shares” The Ordinary A Shares and Ordinary B Shares in the capital of the Company
“Preliminary The initial costs connected with the issue of this Information Memorandum
Expenses” including commissions and legal expenses
“Shareholders” The holders of shares in Marine Asset Exchange Ltd
“Subscription The Ordinary A Shares to be issued pursuant to the Subscription
Shares”

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“TCGA” The Taxation of Chargeable Gains Act 1992 (as amended)
"Unlisted” With reference to a company means a company not listed or quoted on an
investment exchange or whose shares are not, with the agreement or approval of
any officer of the relevant company, the subject of information published for the
purpose of facilitating deals in the shares or indicating prices at which persons may
be willing to deal
“Terms and The Terms and Conditions of the Offer as set out in this Information Memorandum
Conditions”
“Blockchain” A type of distributed digital ledger to which data is recorded sequentially and
permanently in ’blocks’. Each new block is linked to the immediately previous
block with a cryptographic signature, forming a ‘chain’. This tamper-proof self-
validation of the data allows transactions to be processed and recorded to the
chain without recourse to a third-party certification agent. The ledger is not
hosted in one location or managed
by a single owner but is shared and accessed by anyone with the appropriate
permissions – hence ‘distributed’.
“Permissioned A large, distributed network using a native token, with access restricted to those
ledger” with specific roles.
“Smart contracts” Custom software logic that executes automated events when data is written to
the blockchain according to rules specified in the contract in the contract.
“UNCTAD” United Nations conference on Trade and Development

“Freight” Refers to either the cargo carried, or the charges assessed for carriage of the
cargo.
Table 1: Information Memorandum
All references to legislation in this Information Memorandum are to the legislation of England and Wales
unless the contrary is indicated. Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof. Words importing the singular shall include
the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral
gender. All times referred to in this Information Memorandum are, unless otherwise stated, references to
London time.
1.3 Company Information
Company: Marine Asset Exchange Ltd
Company Number: 10495091
Date of Incorporation: 24 November 2016
Directors:
Secretary:
Website: http://www.shipfinex.com/
Bankers:
Accountants:
Corporate Legal Advisors To The Company:
Auditors:
Table 2: Company Information
1.4 Preamble
The following is a summary of information appearing elsewhere in this Information Memorandum and
should be read as an introduction to this Information Memorandum only. This summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in

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this Information Memorandum. Any decision to form an assessment about the company should be based
on a consideration of the Information Memorandum as a whole (including any and all disclaimers and
limitations set out therein).
Company: MARINE ASSET EXCHANGE Ltd
1.5 Executive Summary
Marine Asset Exchange is a start-up company in the proliferating Digital Asset Tokenisation Market. The
Company’s core proposition is to getting Sustainability, Investment and liquidity in water transportation by
building trust across the globe between investors, communities and businesses using cutting edge
Distributed Ledger Technology and emerging technologies. Our primary task is building and operating two-
sided platform to match Prospective investors with companies in the maritime vertical seeking investment,
liquidity or freeing up locked up capital value in Marine Assets. Overall, the company envisions to be the
pioneer in Digitalisation of the entire maritime industry.
The Digital asset tokenisation market has emerged powerfully in the recent 18 months attracting venture
capital and private equity investments. In 2019, it was projected the global market for the Asset backed
Digital tokenization sector would reach $20 Trillion by 2025.
Most of this opportunity is being driven by tokenisable asset verticals such as Real Estate, Fine Art, Precious
metals and companies converting equity into tokens. It is one of the fastest growing market opportunities
in the world and we are one of the earliest movers in this sector.
The Company aims to deliver the optimum return on investment (ROI) by fostering a complete ecosystem
of Tokenised Marine Assets, Financial Products & marine services all based on the 2-sided market place
model with a trading engine at its core.
The company shall facilitate the research and development of Marine Asset Exchange as well as Procuring
the funds to market the solution to prospective users, financing the Company’s future growth, along with
attracting and motivating key staff.
By year three it is the vision of the Company to have up to 25% of the worlds fleet tokenised via the Shipfinex
Platform. In the medium to long term, it is the vision of the Company to become the world’s leading
Maritime Financial Technology company and future innovators of other technologically advanced software
solutions that may derive from our experience and know-how.
The Company is committed to creating Shareholder value and anticipates achieving this through innovative
solutions, scaling up, procreating synergies, partnerships and strategic acquisitions.
1.5.1 Corporate Governance
The Directors recognise the value and importance of high standards of corporate governance. Accordingly,
whilst the Corporate Governance Code does not apply to the Company, the Directors intend to observe the
requirements of the Corporate Governance Code to the extent they consider appropriate in the light of the
Company’s size, stage of development and resources.
1.5.2 Exit Strategies
Exit strategies for Shareholders could consist of Company buy back, private trade sale, or stock Market
flotation at a favourable jurisdiction as soon as practicably possible i.e. once there is a sufficient subscriber
base and all other contractual agreements are met, ideally 48 months following the launch of the product.
There is also a possibility that the company may, in the future, consider tokenising itself and which may
consequently open the door to being digitally traded on the blockchain.

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2 SECTION II

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2.1 Challenges in the Shipping Industry A Global Overview
90% OF THE WORLD’S TRADE IS SEABORNE WHILE RELYING ON HIGHLY INEFFICIENT
LEGACY SYSTEMS AND OPERATING IN ENVIRONMENTS WHERE INFORMATION
ASSYMETRY IS COMMON
We look at some of the challenges in this industry briefly in this section:
2.1.1 Lack of Liquidity & Slow Settlement
Liquidity relies on the number of buyers and sellers in a given market.
Until today, Markets that were only open to a restricted base of investors suffered from a limited pool of
liquidity that these pools of investors provided. As expected, these pools of investors had their own
restrictions/investment outlook that prevented any deviation from the normal investing pattern. For
instance, funds that traditionally invested in a specific sector, such as container ships, would have ignored
the opportunities in Gas or Chemical tanker ships.
Given the underlying inherent characteristics of ships & the size of investment running into several millions
of dollars, Shipping had always been a long-term asset investment play. Financial instruments offered were
always on the basis of multi-year tenure of commercial agreements or charter party agreements. The
investment horizon therefore was usually multi year duration and locked up.
The traditional ship owning markets always had a slow settlement process both in private / public markets.
Similarly, trade documentation is a slow and long drawn settlement process.
Fractional ownership through tokenization of assets and speeding up transactions improves liquidity by
allowing more people to enter the investment space and trade at higher volumes.
2.1.2 Restricted investor Base & Cost of Finance
Investments in Shipping are normally offered to a limited investor base in a private placement. The
Percentage (%) of ships which are controlled/owned by a public listed company (for instance NYSE or on
Oslo Stock Exchange) as part of the global fleet is in the single digits (approximately 3%)
Furthermore, the listing trend is down and fewer companies in the recent past have gone down the listing
path. As such, it can be easy to visualize the global investor pool size is limited. Some of the consequences
of a limited pool of investors with pre-defined investment strategies are as follows:
2.1.3 Market Asymmetry
• Inefficient Price Discovery
• Disincentive for markets to innovate
• Club Deals / Herd mentality
A small pool of Investors holds a massive advantage in having access to up to date market information &
hold an upper hand in negotiations.
Market information Asymmetry leads to capital seekers agreeing to less than favourable financial terms. For
firms that chose such onerous terms of capital infusion, this sets up the entire Commercial operation of the
enterprise at a disadvantage right from the commencement. The effect of unfavourable terms of financing
leaves the ship owning / operating company lesser margin for error and a greater chance of failure.
Market participants point to the lack of investor diversity in this market as being the single most important
impediment to vibrant & strong markets
A broader investor base with different investment views and time horizons can:
(i) Provide an important source of stability and liquidity to financial markets,
(ii) Promote the efficiency of price discovery,

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(iii) Play a key role in reducing volatility in capital flows to shipping markets, and
(iv) Stimulate sustainable investment in building the mandatory next generation ecofriendly ships
that comply with Global environmental regulations
A range of investors with differing portfolio preferences mean capital seekers are less dependent on a
dominant investor group whose investment decisions could destabilize markets.
Diversification implies a broader range of market participants by type of investor, risk preferences, sector
preference, form of prudential governance, ownership criteria, and by domicile.
2.1.4 Lack of Transparency
The current shipping model is an extremely long feedback loop from the time an investor invests in a vessel
to asset performance. Likewise, other stake holders such as regulatory authorities, Insurance firms, Ship
managers suffer from the same drawback in their own respective areas of stewardship.
This is inherent in the global and remote nature of the industry. Complexity of Ship operation is increasing
leading to the necessity of outsourcing specialised tasks creating additional chains of communication &
information flow.
In addition, there are inefficiencies in price discovery of the Second hand Asset Sale and Purchase Market &
the freight market. For instance, sellers of a sub-standard vessel have a lot of incentive to withhold
unregulated information that could depress / influence the asset sale price / desirability in the Sale &
Purchase market. While regulated information is made available to prospective buyers upon request, this
information is only a small portion of the overall data points needed to properly assess the vessels condition
& therefore fair value price
It is a common scenario in the Maritime industry that the stakeholder with the most urgent need in the
chain is usually the one with the least amount of relevant information & only receives an update much later
leading to sub-optimal outcomes.
In an industry as global and as critical as the Marine industry, where 90% of value of the world’s trade is
carried by ships, the cost of such inefficiencies can quickly add up as the consequences add up the value
chain.
2.1.5 Current Lending Scenario
The risk for lenders in a market that has long feedback loops with primarily lagging indicators of international
trade is relatively large. Especially when viewed in conjunction with the fact that the options for secondary
trading are almost non-existent, it usually converts investment decisions to a default keep safe mode.
Investors in a keep safe mode usually stick with known counterparties, tried & tested markets & selective
intermediaries.
It is not surprising therefore that a close-knit network of stakeholders emerges.
Operating models and Financial Models therefore become stagnant as there is little incentive to innovate /
challenge the status quo.
The close-knit stakeholder network creates a privileged loop of information thereby restricting entry of
newer sources of liquidity.
It should be of no surprise therefore that an equivalent of Amazon or Uber doesn’t exist in the Marine
industry as information is siloed by selective participants & harvested by them that further entrenches the
status quo.
This is however a double-edged sword.
As the Return of invested Dollar per ship remain stagnant, Lenders become disillusioned as they cannot
grow their lending base beyond a certain point.

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Private Equity funds that entered shipping just before & after the 2009 Global economic crash with a pre-
defined exit strategy of a stock market exit have quickly realized that such IPO exits are difficult to achieve
in a depressed market leaving them locked in for longer than expected terms.
[Another high-profile shipping IPO bites the dust on Wall Street | IHS ...]
As time went by and exits delayed, a few PE investors resorted to selling assets in a depressed market to
monetise the positions.
As the world increasingly goes digital, unlocking the potential of cutting-edge technologies, the marine
industry currently remains locked in legacy environment and offers no incentive to existing market players
to innovate. The barrier for an outside entrant to disrupt the ecosystem has now almost disappeared with
the advent of the new technology - Distributed Ledger Technology.
2.2 Cutting Edge Technology of Trust, The Distributed Ledger Technology (DLT)
2.2.1 DLT features 1: Decentralized, Democratic, Transparent, Immutable, Higher Security,
Decentralized Democratic Transparent
Higher
Immutable
Security
Figure 1: DLT Features 1

Blockchains by nature are distributed ledgers of information. All network participants share the same
documentation as opposed to individual copies. That shared version can only be updated through
consensus, which means everyone must agree on it. To change a single transaction record would require
the alteration of all subsequent records and the collusion of the entire network. Thus, data on a blockchain
is more accurate, consistent and transparent than when it is pushed through paper-heavy processes. It is
also available to all participants who have permissioned access. To change a single transaction record would
require the alteration of all subsequent records and the collusion of the entire network. Which can be, a
cost that is severely expensive & often times more than the value of the transaction in question.
Historically, intermediaries such as banks, financial institutions, governments, policy makers, and
corporations filled the role of the trusted advisor. They operated a set of protocols that provided a layer of
trust, on which all commerce could operate. Intermediaries were a necessary outcome of moving from a
local market economy to an industrial economy run by capital. While intermediaries worked to increase
trust and reliability in the functioning of markets, history is filled with disasters where the intermediary
injected doubt and mistrust into the system. An example of this was the 2008 financial crisis.
As the information becomes available to pre-qualified stakeholders, transparency becomes the norm rather
than exception. This fosters greater trust in business relationships. Where mistrust was common,
Distributed Ledger Technology’s inherent capabilities allows for a ‘trustless’ system where transparency is
the cornerstone philosophy. As trust is inbuilt into the system, the participants of the blockchain are not
burdened with the task of finding out who is a trusted counterpart and who isn’t. The system takes care of
the trust whereby participants’ efficiency is multiplied as they can now allocate more time to creating
enterprise value.
Immutability is defined by the Merriam-Webster dictionary as “not capable of or susceptible to change”

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Immutability has the potential to transform the auditing process into a quick, efficient, and cost-effective
procedure, and bring more trust and integrity to the data businesses use and share every day.
2.2.2 DLT Features 2: Faster Settlements, Distributed Ledger, Smart Contracts, P2P Markets
Faster Distributed Smart P2P

Settlements Ledger Contracts Markets
Figure 2: DLT Features 2

Distributed Ledger Technology implementation can bring an unprecedented level of trust to the data
enterprises use on a daily basis — immutability provides integrity (both in its technical and primary
definition). With Distributed Ledger Technology, we can prove to our stakeholders that the presented
information has not been tampered with, while simultaneously transforming the audit process into an
efficient, sensible, and cost-effective procedure.
Each transaction that is verified by the blockchain network is timestamped and embedded into a “block” of
information, cryptographically secured by a hashing process that links to and incorporates the hash of the
previous block and joins the chain as the next chronological update.
As facts are entered in to the blockchain permanently & coupled with the inherent trust, a consequence
benefit is that fewer disputes arise between counterparts. Data is time stamped and cannot be changed.
Resolution can be easily achieved by simply querying the blockchain. The facts about any transaction are
transparent and undeniable.
Participants may discover that disputes incidence rates drop as counterparts trust each other and accept
the finality of the Blockchain
Everything that occurs on the blockchain is encrypted and it’s possible to prove that data has not been
altered. Because of its distributed nature, file signatures across all the ledgers on all the nodes in the
network can be checked and verified that they haven’t been changed. If someone does change a record,
then the signature is rendered invalid.
Distributed Ledger Technology offers reliable, independent data verification.
While hackers can break into traditional networks and find all the data in a single repository and exfiltrate
it or corrupt it, the blockchain makes this unfeasibly hard. The data is decentralized, encrypted, and cross-
checked by the whole network. Once a record is on the ledger it’s almost impossible to alter or remove
without it being noticed and invalidating the signature.
Every legitimate transaction is confirmed by multiple nodes on the network. To successfully hack a
blockchain, you would have to hack most of the nodes simultaneously, which, though technically possible
with enough supercomputing power and time, is well beyond the ability of cybercriminals today.
2.2.3 DLT Features 3: Resiliency, Integrity, Privacy, Trust
When traditional, paper-heavy processes are used, trading anything is a time-consuming process that is
prone to human error and often requires third-party mediation. By streamlining and automating these
processes with Distributed Ledger Technology, transactions can be completed faster and more efficiently.
Since record-keeping is performed using a single digital ledger that is shared among participants, reconciling
multiple traditional ledgers is done away with and ending up with less clutter. And when all participants
have access to the same information, it becomes easier to trust counterparts without the need for

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numerous intermediaries. Thus, clearing and settlement can occur much quicker on the Distributed Ledger
Technology.
Figure 3: Benefits of using Distributed Ledger Technology for Data Integrity

For most businesses, reducing costs is a priority. With Distributed Ledger Technology, third parties or
middlemen to make guarantees are not necessary as trading partners trust each other. The transactional
data resident on the Distributed Ledger Technology is used as a single universal source for settlement. This
in other words allows for a direct Peer to Peer (P2P) economy disintermediating traditional middlemen in
the process. This is a non-existent economy at the moment and the potential of such an economy overtaking
the current intermediary based economy is strong.
Documentation review to complete a trade is minimal because all counterparties have permissioned access
to a single, immutable version. Invoicing becomes easier. And with speed of settlements, the costs of trading
will dramatically be reduced.
A significant component of financing business transactions stems from the lack of trust and delay of
payments. On a Distributed Ledger Technology enabled platform, the costs are therefore passed on to the
participating counterparts which then enhances their shareholder value.
As the ecosystem matures, the network becomes valuable to use for all participants. Distributed Ledger
Technology native decentralised applications can deliver enhanced services to the users. Functions such as
escrow, payments, trade documentation creation and invoicing can be delegated to these applications.
A cascading effect is then achieved benefitting the entire value chain including the underlying platform on
which these are based.
As platforms transform the economy, there is massive consolidation in markets where platforms benefit
from winner-take-all. Platforms coupled with the inherent capabilities of Distributed Ledger Technology will
cause a disruption in traditional markets such as the Maritime Industry.
The value of the Maritime enterprise currently rotates around the Marine Assets. In time to come, there is
a massive potential in capturing value around transactions, data and fostering new business opportunities
that are possible ONLY due to the inherent nature of Distributed Ledger Technology described above.

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2.3 Our Solution – Shipfinex the Marine Asset Exchange powered by DLT
The Shipfinex ecosystem harnessing powerful

capabilities of blockchain technology will bring
transparent, efficient and fast fintech infrastructure
for Shipping companies globally thereby create
value for Shipfinex shareholders
Figure 4: ShipFinex Ecosystem

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2.4 Digital Currencies & Security Tokens

2.4.1 An overview of the Digital Currency Market
➢ Bitcoin, the first cryptocurrency emerged as an incentive for people to join and facilitate its
blockchain network
➢ Since then, cryptocurrencies & Digital tokens are emerging at a quick pace
➢ Listed cryptocurrencies form a market worth more than $ 200 billion
➢ Estimates place the future worth of the cryptocurrency market at anywhere between $ 2 trillion
and $ 40 trillion
Over 10 years ago, Satoshi Nakamoto launched Bitcoin. The sequence of events that unfolded thereafter
can be interpreted as one of the biggest socio-economic experiments in human history.
As it stands, there are currently more than 25 million digital-asset wallets that have been created for the
purposes of storing cryptocurrencies. A significant percentage of these were created in the last 18 months
Over the course of this time period, people all over the world have started to acknowledge the vast potential
of Bitcoin, Ethereum and other cryptocurrencies in facilitating more digitally-accessible and inclusive
economic systems.
In terms of the market for cryptocurrencies itself, it is rapidly filling up with institutional investors gearing
up for the Web 3.0, or the so-called ‘internet of value’.
According to Kyle Samani, a successful venture capitalist within the Distributed Ledger Technology space,
the cryptocurrency market is not only massively expanding, but could go so far as to one day absorb the
value of many non-monetary assets.
In line with this, the World Economic Forum has repeatedly predicted that around 10% of the world’s GDP
will be held in the form of tokenized assets by 2027.
If we took 2017’s global GDP as a reference point, which amounted to 75 trillion US Dollars, then 10% of
that would be 7.5 trillion US Dollars. If we factor inflation into that equation, as well as GDP growth in
general, then the market for tokenized assets is looking to be immense by 2027, at least according to the
World Economic Forum.
The current Market Capitalisation of the top three Digital currencies are as follows:
Source: CoinMarketCap
Figure 5: Market Cap of Top Exchange Tokens (Digital Currencies)

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These cryptocurrencies and tokens are traded on Digital Currency Exchanges which are quickly becoming a
spectacular business model. Digital Currency Exchanges make their revenue from imposing a transaction
fee on every trade occurring on the exchange.
➢ Digital Currency exchanges have become the largest facilitators of Digital-trading worldwide
➢ Exchanges are reaping supernormal profits, with one exchange exceeding the 2018 Q1 revenue of
Deutsche Bank by $ 60 million in just 7 months of operation.
➢ More than 200 exchanges list over 1900 coins with a 24h Volume of more than $ 13 billion.
➢ Exchanges are adding users at rates of more than 100,000 per day.
Given that the Digital Currency phenomenon is fairly recent, the current market demographics is heavily
dominated by young male participants.

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Figure 6: PWC study of Digital Currency Hubs

A study by the consulting firm PWC reveals that Digital Currency hubs are spread all over the globe

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Figure 7: Leading ICO Countries 2017 & 2018

2.4.2 Security Tokens
The security token model represents another step in the democratization process that is transforming much
of today’s Fintech space & investment opportunities. Security Tokens are a contrast from the other types
of Digital tokens. Security Tokens are backed by real world assets that have their own financial value.
Source: PWC 4th ICO/STO report – A strategic Perspective March 2019 Edition
Figure 8: PWC 4th ICO/STO Report

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The Financial Value of the underlying asset is represented in the Security Token legally. And the flow of
economic value to the token holder is by means of one or more of the following functions:
• Equity Holding
• Ownership rights
• Right to participating in the financial profits / dividends of the security
• Governance rights & Voting in the decisions of the Assets future
• Investor relations & continuing communication between the Token Issuer & the Token Holder
Therefore, each Security token is a programmable logic of equity, governance and financial participation
native to a blockchain.
Tokenization of real-world assets has picked up in pace over the last 18months & has a potential market
capitalization value of several trillions of US Dollars.
In the past, many investment opportunities were available only to large institutional investors or the
wealthiest of individual investors
In contrast, the security token model, on which is based the initial Marine Asset token offerings combined
with the Marine Asset Exchange where security tokens can be bought and sold, is radically changing the way
individuals of all types invest their money. In effect, the security token model generally allows investors of
all sizes to participate in the future of Ship owning companies & the entire maritime industry.
The market capitalisation of the STO segment could potentially be the sum of the entire value of
commodities and real-world assets across the globe. This could potentially be several tens of trillions of US
Dollars’ worth. At this time, the market size is just a small fraction of the above described potential.
Source: PWC 4th ICO/STO report – A strategic Perspective March 2019 Edition
Figure 9: PWC Report Extract Showing 20 bn Investment in 2018
2.5 Overview of the Shipping Markets
Sea transport is the main medium through which to conduct global trade and is in large part
responsible for the growth of the world economy. With more than 90% of the world trade, the international
shipping industry shadows over ground and air transports (International Chamber of Shipping, 2015). While
all forms of transport are interconnected and dependent on the standardization measures that exist

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between each other, the vast size of sea transport makes shipping the most consequential in the era of
global trade.
The phenomenon of globalization revolves in a reciprocal nature with the shipping industry as new
innovations in the shipping sector usher in an ever-increasing connectedness of nations. These trade links
in turn promote agreements between nations that reduce the barriers of trade. Increasing trade has pushed
the shipping industry to innovate as the enterprises that make up the industry compete for business and a
larger share of the trade market.
When attempting to understand the maritime transportation sector and its intricacies, it is
important to begin with the underlying reason for the existence of the shipping industry.
Shipping's purpose is simply to move cargo from a place of supply to a place of demand. As a result, the
motivation of the companies that exist in this sector is to compete for the right to move cargo by offering
clients value. This value is defined as a low cost of transport and quality service.
In order to successfully operate as a ship owner/Operator, they must meet the various needs of the
organizations which demand or supply the cargoes that require transport. Meeting the demands of
customers involves many factors but the key items to consider are price, speed, reliability and security.
Four Determining Factors in Shipping
Price Form of cargo, weight, distance to destination

Speed Affects inventory costs, commercial needs
Reliability Provide the service promised in the time
needed
Security Secure transportation without risk of damage
Table 3: Four Determining Factors in Shipping (Stopford, Maritime Economics, 2009, p. 61)
These factors combine with the needs of customers and the type of goods required to determine the
function of the shipping sector.
2.5.1 Cargo classifications
The cargo of the 9.84 billion tons of seaborne trade that occurred in 2014 includes a wide variety of
commodities (UNCTAD, 2015). While the actual goods that are traded vary extensively, the various types of
trades that dominate the sea can be categorized by the following:
1) Energy: This trade depends on the world energy economy and is affected by the supply and demand of
the world’s energy resources. Ex. Crude oil, oil products, liquefied gases, and thermal coal
2) Agricultural: This trade depends on income, population, agriculture and land-use as this is based on the
supply and demand of global trade in foodstuffs. Ex. Cereals, animal feedstuffs, sugar, molasses
3) Metal industry: This trade represents the raw materials and products of the various metals typically used
in industrial production. Ex. Iron ore, metallurgical grade coal, non-ferrous metal ores, steel products and
scrap
4) Forest products trades: This trade is primarily in industrial materials; it depends on the availability of
forestry resources. Ex. Timber, wood pulp, plywood, paper
5) Other industrial material: This trade covers the rest of the industrial materials not considered metals or
forest products. Ex. Cement, mineral sands, gypsum, salt, chemicals
6) Other Manufactures: These high value goods constitute the manufactured goods trade. Ex. Textiles,
machinery, capital goods, vehicles.

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2.5.2 Cargo size classifications
While the prior section provided a breakdown of the types of cargos that make up the shipping sector, this
part describes how those goods are shipped.
In short, two types of cargo size classifications generally exist: 'bulk cargo' and 'general cargo'.
The size of the cargo is important because it defines the different industries within shipping: bulk shipping
and liner shipping.
Bulk consists of a large shipment of a single type of commodity commonly filling a carrier at capacity.
Liner shipping consists of carriers that have smaller shipments of a variety of items.
Source: (UNCTAD, 2017)

Table 4: Breakdown of global seaborne trade in Millions of tonnes loaded by major types of cargo
To further describe the bulk trade, it can be divided into four main categories of cargo:
1) Liquid Bulk: This cargo requires tanker transportation and has a large range of size. Ex. Crude oil, oil
products, liquid chemicals, vegetables oils
2) The ‘five major bulk’: This cargo consists of the largest quantities of dry products traded in the global
economy and involves the use of a conventional dry bulk carrier. Ex. Grain, coal, iron ore, phosphates,
bauxite
3) Minor bulk: This cargo covers the rest of the commodities that trade in sufficient amount to require an
entire shipload. Ex. Steel products, salt, Sulphur, forest products, chemicals
4) Specialist bulk cargoes: These cargos require special handling or storage requirements. Ex. Motor
vehicles, steel products, refrigerated cargo
‘General cargo’ consists of consignments that include a mix of individual shipments. This assortment of
products inherently requires more organization. The main classes of cargo in this industry consist of loose
cargo, containerized cargo, palletized cargo, pre-slung cargo, liquid cargo, refrigerated cargo, heavy cargo
and awkward cargo. (Rodrigue & Notteboom, 2008).
Figure 2 provides further illumination of the structure of the seaborne trades.
As no ‘standard’ ship exists, it is difficult to classify the ships that carry each cargo. Each ship is constructed
for a specific owner’s needs and therefore ships come in a variety of designs.
Nevertheless, Clarkson Research has categorized the world fleet into these principle types: oil tankers, bulk
carriers, general cargo ships, container, gas carriers, chemical tankers, offshore, passenger, and other
(Clarkson Research, 2016).

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Furthermore, in the discussion of the shipping industry, ships are often categorized by vessel size. As
technologies improve and economies of scale are realized, ship sizes increase. Today, a variety of ships exists
with diverse specifications with regards to size, equipment, and speed among other factors. Shippers can
use these specifications to determine which ship best matches their customers’ transportation needs. As
ship sizes have increased, so has the need for larger canals to accommodate these new sizes.
Table 2 shows the different vessel sizes that exist in the global shipping market.
2.5.3 Approximate Vessel Size Groups
Crude oil tankers
Very large crude carrier 200,000 dead-weight-tons (dwt) plus
Suezmax crude tanker 120,000 – 199,999 dwt
Aframax crude tanker 80,000 – 119,999 dwt
Panamax crude tanker 60,000 – 79,999 dwt
Dry bulk and ore carriers

Capesize bulk carrier 100,000 dwt plus
Panamax bulk carrier 60,000 – 99,999 dwt
Handymax bulk carrier 40,000 – 59,999 dwt
Handysize bulk carrier 10,000 – 39,999 dwt
Container ships
Post-Panamax container ship Beam of >32.3 meters
Panamax container ship Beam of <32.3 meters
Table 5: Approximate Vessel Size Groups (Clarkson Research, 2016)
Figure below shows the breakdown of % of ships by their cargo carrying type (% Share of global DWT
Tonnage)

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Source UNCTAD 2017
Figure 10: World fleet by principal vessel type, 1980–2017 (Percentage share of dead-weight
tonnage);
2.6 Shipping company types
As the bulk and liner industries differ greatly, so do the companies that operate in them. Many different
types of businesses exist, each with their own objectives and structure. From family owned private
companies to international public organizations with as many diverse interests outside shipping as within,
the organizational structure varies greatly. With that variation comes a unique set of commercial aims and
strategies. While the following list is by no means exhaustive, it serves to give an overview of the types of
shipping players within the industry.
1) Single-ship company: A small player in the industry with the focus on a single ship. Single ship holding
companies are often used to facilitate investment in single ships and offer greater variability for advanced
financing schemes.
2) Family-owned shipping company: This type of company is typically passed down throughout family
generations and can vary in quantity of ships and type of fleet. Many have great experience in the industry
and as it is a family-owned business, decision making can differ for more ‘personal’ reasons as opposed to
larger companies with a strict corporate structure.
3) Specialized private shipping company: The ownership of private companies may vary from individuals to
complex groups of managers and investors. As private companies, their investments, decisions and
operating details are not subject to public scrutiny. Strategies can vary across most maritime sectors and
companies may operate in a specific sector or even focus solely on one aspect of the shipping markets such
as asset play.
4) Shipping division of a Multinational Corporation (‘MNC’): The purpose of a shipping division of a
multinational company is to provide the MNC a controlling percentage of its shipping requirements. As all
major decisions typically come from the corporate office, the strategy employed may be aligned to interests
outside the maritime industry.
5) Diversified private shipping company: A diversified company is organized into different shipping divisions
such as bulk, liner, tanker, etc. It may also diversify into other interests not necessarily in the shipping sector
to protect against the cyclicality of the shipping industry.
6) Listed shipping company: The shares of a listed company are traded publicly on a stock exchange. The
company can be diversified or focused within the sub-industries of the whole shipping sector. A listed
shipping company shows characteristics of large corporations and its decision making follows pre-
determined structures as it is subject to the scrutiny of its shareholders.
Each type of shipping operation has specific objectives and conducts business in their respective manners
to meet those objectives. Despite the various structures the shipping industry is a cyclical industry and no
matter the management style of a company they all can fall prey to the feast and famine nature of the
various periods of a cycle. While each market within the shipping industry is connected, the factors that
determine the market’s situation differ. One segment of the shipping industry may be in a slump, while
another is securing steady profits for its operators.
The purpose of the shipping industry is to transport goods from an area of supply to an area of demand. As
such, this makes the industry dependent on the global market health. While the business cycle affects all
industries, the maritime industry is particularly subject to its ups and downs.
In the shipping industry, a ship owner can trade in four different markets: new building market, freight
market, sale and purchase market, and demolition market. This introduction will serve as an overview of
how these markets function and of the interplay that exists between these markets. As ship owners operate
in all four markets, the activities in them are correlated. By following the cash flow between the markets,
the relationships between them can be better understood.

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Within the four shipping markets, the freight market is the reason the entire industry exists in the first place
and is where one should start in any analysis of the shipping markets.
Principally, the cash flow from this market is what dictates the operations of the other three.
The freight rate determines the prices of transporting cargos while operators compete in this market to
secure these cargos, all while trying to secure a profit.
The demolition market represents another cash inflow as owners choose to sell older or obsolete vessels to
scrap dealers as a source of cash. The price obtained in this market depends on the price of scrap and many
times is a last resort to obtain cash during a slump in the industry.
The sale and purchase market plays a role in the transfer of cash between investors or ship owners through
the sale and purchase of ships. This market is more representative of the individual strategies employed
between the operators within the industry as a company may buy or sell vessels based on the market
strategy they pursue.
Finally, the new building market is the market in which companies bid for contracts with shipyards to build
new vessels. This represents cash leaving the industry as shipyards construct the ordered vessels allowing
owners to pursue their transportation strategies in the freight market once again.
The cash flow between these markets is the main driver of the shipping cycle described earlier.
As freight rates rise and owners have more cash through their principal operations of shipping cargo, they
start to buy ships in the second hand market. As the market continues to warm up, the price of secondhand
ships increases until investors turn to the new shipbuilding market with the latest technological ships as a
reasonable investment. After the delivery of most newly built ships, a glut of ship supply exists and the
whole process goes in reverse. Falling freight rates squeeze the weakest owners causing them to sell ships
on the second hand market at distressed rates. In turn, for ships that are too old or obsolete for the market
they compete in, owners may choose to scrap the ships to strengthen their balance sheets. This might be
their last chance to survive the drop in the cycle until the lean times give way to more profitable ones.
Source : Moore Stephens confidence survey- March 2018

https://www.moorestephens.co.uk/MediaLibsAndFiles/media/MooreStephensUK/Documents/Shipping-confidence-survey-March-2018.pdf?ex
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Source : Moore Stephens confidence survey- March 2018

https://www.moorestephens.co.uk/MediaLibsAndFiles/media/MooreStephensUK/Documents/Shipping-confidence-survey-March-
2018.pdf?ext=.pdf
Figure 11:Moore Stephens confidence survey- March 2018
2.7 Shipping Finance Market
Over the years, ship financing has evolved and is constantly changing with the market cycles and financial
securities available. The following table summarizes the financing possibilities for shipping companies
Method of raising funds Structure of finance Features of structure

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Private funds Own funds Equity finance provided by owner or private investors in
return
for shares in a privately held company
Private investment Equity or loan arranged privately with family, colleagues, high
net worth individuals
Banks finance Mortgage-backed Term loan provided by bank, secured against mortgage on
loan ship(s). Large loans may be syndicated between several banks
Corporate loan Loan secured against the company’s balance sheet, e.g. term
loan or revolving credit (assured credit line)
Shipyard credit Loan provided or guaranteed by government or agency to
assist domestic shipyards in obtaining orders
Mezzanine finance Finance containing elements of both debt and equity, e.g.
debt with an equity warrant
Private placement Sale of equity or corporate debt to one or several investment
institutions. Avoids lengthy public offering process
Capital markets Public offering Offering of shares, sold by subscription on a stock exchange,
and subsequently traded on a secondary market
Bond issue Long-term security issued in the capital market, usually with
interest payments every six months and principal repaid on
maturity
Special Special purpose Shares in a special purpose company sold privately by
purpose company or SPAC individuals or may be listed on a stock exchange
vehicles Limited partnership Limited liability partnership set up as a vehicle for financing
ships. Equity provided by private investors and debt by bank,
e.g. K/S and German KGs
Finance lease Long-term tax-efficient finance based on sale of ship to a
company which benefits from tax allowances and leases the
ship back to user
Operating lease Short-term lease, generally less than 7 years, which does not
have to be shown on the lessee’s balance sheet
Securitization Financing structure designed to separate the assets from the
company management.
Figure 12: Options for financing merchant ships (Stopford, Maritime Economics, 2009, p. 283)
After the 2009 economic slowdown most of the industries got affected and shipping industry also got
severely hit, which is still trying to recover at the present time. All major banks who booked losses in
financing marine assets have decreased their shipping portfolios.
As a result, a shift of shipping finance to new geographical regions, offering alternative solutions to the
traditional banking finance has been observed
“There is decline in traditional ship finance and a lack of provision from regional banks have posed serious
challenges to the shipping industry as a whole, but at the same time triggering the rise of alternative funding.
(Source-http://www.seatrade-maritime.com/news/middle-east-africa/decline-in-traditional-ship-
financing-sources-threatens-shipping.html)
“As the industry seeks to ready itself for the prospect of an eventual recovery, it is also about to be
confronted with massive increases to operating costs, primarily due to important new environmental
regulations.” Source – ICS – Annual Review 2017 (Page No.30).

SHIPFINEX
“At the beginning of 2017, the world fleet’s commercial value amounted to $829 Billion, with different
countries benefitting from the building, owning, flagging, operation and scrapping of ships.” (Source
– UNCTAD –Review of maritime transport 2017)

SHIPFINEX
3 SECTION III

SHIPFINEX
3.1 ShipFinex
3.2 Shipfinex Ecosystem Product Map
Shipfinex Ecosystem consists of 5 different platforms:

1. KYC & Maritime Stable Coin Services
2. Maritime Asset Digitalisation & Tokenisation
3. Maritime Asset Offering Platform
4. Maritime Asset Exchange
5. Maritime Services Market Place
3.2.1 KYC & Maritime Stable coin platform

Is the first point of entry into the Shipfinex platform for all stakeholders. The KYC/AML/CTF module obtains
and maintains a continuous 360 view of every participant in the ecosystem. Powered by Artificial
Intelligence, inputs from regulatory bodies and deep scans of the web, this module provides a real time
continuing check of compliance. Every participant can transact with counterparties in peace of mind
knowing that background checks & due diligence have been carried out.
Maritime Stable Coin is the first of its kind with a Legal tender Peg and instant settlement. Coupled with
inbuilt features specifically aimed at the Maritime industry, the Maritime Stable Coin is a game changer.
3.2.2 Maritime Asset Digitalisation and Tokenisation platform
It takes care of moving the real-world documentation and processes into a DLT equivalent. Asset
Tokenisation is taken care of at the Protocol and Blockchain level.
3.2.3 Maritime Asset Offering Platform
It is a capital raising platform where tokenised assets are offered to potential investors against equity. The
closest analogy to the traditional finance world is the stock market where Initial Public Offerings are made
to the general public. The platform uses programmable business logic and smart contracts to execute the
offerings. Also inbuilt are modules for investor relations, reporting and analytics
3.2.4 Maritime Asset Exchange
It is a next generation secondary sale platform where previously offered asset tokens are traded between
investors in an elastic supply-demand curve. The platform uses a matching engine that is capable of
executing millions of transactions per second. The order book module displays orders and offers from
investors. The matching engine executes the orders and the settlement module conducts the final process
of relaying the executed trades and new balances.
3.2.5 Maritime Services Market Place
It is a 2-sided platform for maritime service providers of various sub-verticals to be matched with customers
such as Ship management companies, Ship owners and chartering companies. The matching engine
executes orders and the invoicing module generates automatic invoices. Powered by smart escrow
capability, both the service provider and the requestor can both be assured of a proper execution and
release of funds. This allows both participants to free up precious time and effort towards building their
business rather than being worried about Counterparty fraud / non-performance.

SHIPFINEX
KYC &
Maritime
Stable Coin
Maritime Asset
Services Digitalisation
Marketplace & Tokenisation
SHIPFINEX
Platform
Maritime Maritime
Asset Asset Offering
Exchange Platform
Figure 13: ShipFinex Platform & Services

3.3 Shipfinex Objectives
Shipfinex is a financial platform based in Gibraltar. It is the first and only Marine Asset Exchange in the world
at the moment. And it is the first Marine Asset Exchange to be regulated in the world.
Shipfinex offers an all-in-one Security Token Sale Platform, Access to Crowdfunding Markets and Digital
Token Exchange designed for the Maritime Industry – One of the largest industries in the world with
individual asset values ranging from a few hundred thousand dollars to hundreds of millions of dollars for a
complex ship
The Shipfinex Platform offers 360* solutions in the areas of Legal, KYC/AML, Finance, IT and Marketing. Each
company raising capital on our platform will receive immediate assistance from our teams, which will
facilitate the whole fundraising process from start to finish, so Maritime companies can focus on what they
are doing best — growing their businesses.
Shipfinex was conceptualized and established by a team of professionals with deep experience in the
Maritime, Information Technology, Distributed Ledger Technology, Corporate Finance and Private Equity.
Leveraging on the experience of the team and the Marine Finance Supervisory Committee, the Company’s
strategic objectives are as follows:
1) To help prospective companies use Shipfinex to enable them to raise Liquidity by using Distributed Ledger
Technology;

SHIPFINEX
2) Researching, developing and investing in Shipfinex;
3) Generating, growing and maintaining a sustainable growth revenue model;
4) Taking measures to protect our intellectual property by means of documenting proprietary information,
algorithms and know-how and placing such information in a safe facility, using physical protection measures
as well as contractual undertakings by a
limited number of designated authorized employees or consultants who have been granted access to this
information, to ensure confidentiality and limited access to the same; and
5) To create long-term Shareholder value.
3.4 Key Strengths
The Founders believe that the key strengths of the company are the following:
1. First Mover Advantage
The Company has developed a business model that the Directors believe differentiates the Company from
any existing business models. The Directors recognize that the Company has the benefit of first mover
advantage by focusing on building a Distributed Ledger Technology based liquidity system for other
companies to use, constantly assessing the best opportunities for Shipfinex to aim towards.
2. Experienced Management Team
The Company has attracted an experienced management team with a strong passion for and background
within the Maritime industry, Distributed Ledger Technology, Information Technology, Corporate
governance & the Finance industry.
3. Prospects from existing Industry relationships and business networks
The founding teams’ aggregate experience in relevant domains is a strong foundation for access to
opportunities and optimization of resources at disposal
4. Favourable Market Dynamics and growth drivers
The market in which the Company operates is experiencing a period of structural growth with rapidly
increasing demand being driven by the growth of Financing model using the Security Token. The Directors
believe these market drivers make it favourable for the Company to anticipate generating revenue and
establish its presence in the market.
3.5 Mission Statement
Getting Sustainability, Investment and liquidity in water transportation by building
trust across the globe between investors, communities and businesses using cutting
edge Distributed Ledger Technology and emerging technologies.
3.6 Vision Statement
Accelerate the world to high quality, sustainable, low-cost, water transportation of
goods and passengers, serving communities across the globe.
3.7 Team
A. Core Team:
1. Mr. Sunil Arora, Global Business Head

https://www.linkedin.com/in/sunilarorauk/

SHIPFINEX
2. Capt. Vikas Pandey, Global Operations & Business Development
https://www.linkedin.com/in/capt-vikaspandey/
3. Mr. Suraz Kottakki, Global Marketing & Business Development

https://www.linkedin.com/in/suraz/
4. Capt. Rishi Sharma, Business Head – Marine Partners

https://www.linkedin.com/in/rishi-sharma-264099183/
5. Mr. Shekar Tirumalai, Global Finance and Strategy
6. Ms. Madhavi Pandrangi, Marine Asset valuation

https://www.linkedin.com/in/madhavi-pandrangi-81239824/
7. Mr. Gaurav Khanna, Product Management and Research
https://www.linkedin.com/in/gaurav-khanna-9710382a/
8. Capt. Vishant Prakash, Marine Auditor and Inspector

https://www.linkedin.com/in/capt-vishant-prakash-lawyer-038715154/
9. Manohar Rampur, Technical Auditor & Inspector

https://www.linkedin.com/in/manohar-rampur-1b40261a/
10. Capt. Pramod Kumar Yadav, Project Coordinator
https://www.linkedin.com/in/capt-pramod-kumar-yadav-348542126/
11. Poonam Bhardwaj – Media & PR

https://www.linkedin.com/in/poonam-bhardwaj-8562196/
B. Technology Team
1. Mr. Kawal Arora, Technology Head

https://www.linkedin.com/in/kawal-arora-a4824b8/
2. Manish Kumar, Security Expert.

https://www.linkedin.com/in/manishmtechiit/
3. Sharad Yadav – Project Manager
4. Vaibhav Saini, Blockchain Developer

https://www.linkedin.com/in/vasadev/?originalSubdomain=in
5. Parmesh Shiroya, Mobile Developer
6. Krishna Goel – UI Developer

SHIPFINEX
7. Dharam – UX Developer
8. Gaurav Khanna, IT Infrastructure and IT Compliance

https://www.linkedin.com/in/gaurav-khanna-9710382a/
C. Advisors
1. Mr. L.S. Shukla - Technical Advisor, Member of National Shipping Board of India.
https://www.linkedin.com/in/l-s-shukla-15987778/
2. Capt. Khalid Iqbal - Safety Advisor, SIRE Inspector

https://www.linkedin.com/in/capt-khalid-iqbal-sire-mics-mni-bb168011/
3. Mr. Ravi Shankar, Manager – FICS, Ship Sale and

Purchasehttps://www.linkedin.com/in/ravi-shankar-fics-11975017/?originalSubdomain=ae
4. Mr. S.C. Lim, Regulatory and Tax advisor

https://www.linkedin.com/in/s-c-lim-1784743a/?originalSubdomain=sg
5. Capt. Kunal Pathak, Safety Advisor, Loss Prevention & Risk Assessment
http://www.gard.no/web/contact/person?p_document_id=20872084
6. Dr. Elangovan Muniyandy, Technical Expert – Naval Architect, Marine Hydrodynamicist and
CFD Specialist
https://www.linkedin.com/in/dr-elangovan-muniyandy-72494418/
7. Mr. Jitendra Negi, Business Strategy & Maritime Expert
3.8 Marine Finance Supervisory Committee

ShipFinex handles a large variety of complex operations that may affect the outcome of a Marine Asset
Token in various ways.
For instance, the ability to list on the Marine Asset Exchange may have a very large financial bearing on a
small company that desperately needs Liquidity. This places ShipFinex in a very advantageous position.
The situation can be better managed if ShipFinex is advised by a body of reputed industry experts who
collectively assess / vet the suitability of an asset to be listed on the ShipFinex Platform.
This body will be populated by maritime industry experts of the following verticals:
Ship Insurance
IACS class registry members – Vessel Classification
Flag state / IMO members
Ship finance
Protection & Indemnity
Marine Engineering / Technical Shipmanagement

SHIPFINEX
Marine Accounting
Ship Chartering
Ship Building
Ship Demolition
Shipping Law
Maritime Arbitration & Dispute Resolution
Maritime Taxation
The initial provision is for one general body comprising of 13 experts with the decision to approve a listing
/ delisting of a Marine Asset Token always decided by a Majority Vote / Consensus.
Efforts will be taken to ensure that the MFSC is staffed by at least 2 or more experts in each vertical. While
there is only one expert from each vertical serving on the committee, there is always a backup expert who
is in the reserve team. This reserve committee is available to step up and take over the sitting committee
either fully or individually.
This is to ensure:
1. Business Continuity
2. That in cases where a sitting committee member has a vested interest / conflict of interest in a
particular matter, they are temporarily replaced by a reserve member of that corresponding
vertical.
Term: The committee is formed on a fixed term basis where the maximum service term of any member is 4
months on the MFSC and 4 months in reserve.
Compensation: The MFSC committee is compensated by Shipfinex for their advisory services &
recommendations.
3.9 Technology, Tokenisation & Maritime Stable Coin
Marine Assets (Ships, Boats, Oil Rigs, Yachts, Fishing boats etc) have a locked in intrinsic value. The
shareholding rights are usually contained in some form of a physical document or certificate.
The tokenisation of assets refers to the process of issuing a Distributed Ledger Technology token
(specifically, a security token) that digitally represents a real tradable asset—in many ways similar to the
traditional process of securitization, with a modern twist. These security tokens are created through a
security token offering (STO), which can produce different tokens such as equity, utility, or payment tokens.
An STO can be used to create a digital representation—a security token—of an asset, meaning that a security
token could represent ownership of a piece of the marine asset. These security tokens can then be traded
on a secondary market.
This is the basic and simple form of Asset tokenisation. The tokens are referred to as tokenised securities.
An advanced version of asset tokenisation is when an asset is solely created as a Distributed Ledger
Technology token without resorting to physical documentation / registration. A digital tokenised security is
a digital token that is the actual share of equity in a company / asset from the day of incorporation. This
removes the need for a traditional equity share to back the token, while also increasing the programmability
of the equity.
In a world where these digital equity tokens become popular, companies would be able to:
1. Manage their cap tables more efficiently
2. Create new categories of value for investors (ex: claim on cash flow that is automatically dispersed
on chain)

SHIPFINEX
3. Access global capital markets much earlier than normal.
Marine Asset Tokenisation will occur on the ShipFinex platform using our technology.
An asset may be publicly offered for sale as part of an Initial Marine Asset Token offering or simply as Marine
Asset Token in case of not being offered for sale (Simple tokenisation)
ShipFinex technology platform offers the complete tokenisation service with 360 degrees of Security,
KYC/AML compliance, Verification, Legal, Finance, IT & Marketing
Security
Investor KYC/AML/CTF
Relations Compliance
Marketing Verification
IT Legal
Finance
Figure 14:ShipFinex Technology and value-added Stacks

The base layer technology stack consists of the Distributed Ledger Technology, the token, the compliance
module, registry module, Exchange protocol & the exchange module.
Stacked as an additional layer on top are the Legal Module, Finance Module, IT Module and Marketing
Module. Some of these additional models are value added services.

SHIPFINEX
Figure 15: Structure of Ship Finance with Token Sales
Figure 16: Security token Stack

Given the breadth, the scope & the complexity of the ecosystem, there is a need for a digital token to:
1. Control the on-chain activities in relation of continuous compliance, user governance and business
rules such as access and information security
2. Function as an inhouse mode of payment for goods and services on the Shipfinex Platform
The global nature of real-world services that ShipFinex offers logically dictates that the inhouse token of the
platform needs to be a Fiat linked Stable coin. Since the most commonly used currency in the Shipping
industry is the US Dollar, the inhouse token is best optimised as a USD Stable token. We decided to name
the token as the Maritime Stable Coin (MaC)

SHIPFINEX
Maritime Stable Coin is devised with smart contracts linked to an independent Trust that issues the
Maritime Stable Coin on receipt of US Dollars in a 1:1 ratio. The funds in the account are insured and
independently verified by 3rd party auditors regularly with the audit reports published publicly.
3.9.1 Features of Maritime Stable Coin:
A stable, liquid USD token
Best in class regulatory technology
100% backed by cash deposits
3.9.2 How secure is it?
All assets are insured
Deposits held by GFSC Qualified Custodian
Third-party audited
3.9.3 Main Purposes of Maritime Stable Coin:
Payments for services
Payments for Marine Asset Tokens
Foreign Exchange /Global Remittance
USD Liquid reserves – accessible 24x7 without being subject to bank holidays
3.10 Shipfinex + RegTech = Disruption in the Maritime Industry
Shipfinex will cause a disruption in the Maritime Industry because of Regulation Technology (RegTech):
Shipping is a heavily regulated industry with oversight from the United Nations (IMO – International
Maritime Organisation), National Governments, Classification societies, Self-regulated bodies such as
OCIMF (Oil Companies International Marine Forum) and many similar bodies.
Regulatory oversight in the industry arises from an angle of safety of life and property, environmental
protection and labour rules. The regulation mostly cascades from the Global level to a local level. In addition,
as a participant of a global supply chain, Shipping is a part of International Trade regulations, Local Customs
and Immigration regulations and various Insurance requirements.
All of these compliance requirements naturally gravitate to a plethora of onerous documentation
requirements. The cost of training, familiarisation, compliance & communication to achieve an acceptable
competence level is very high and drives the cost of operation sky high.
It is an established fact that the cost of human capital is the one of the highest cost categories in the
operating expense profile of a ship.
DLT based Shipfinex employs business logic as part of the technology architecture to automate processes.
Combined with the native properties of being completely auditable, irreversible and time stamped, this
creates an advantage straightaway in terms of efficiency, cost and time gains.
Ship management Companies using Shipfinex will have access to major cost improvements that are out of
reach of the traditional peer group. In a fiercely competitive sector, this opens the doors for Shipfinex’s
rapid adoption
Shipfinex RegTech Stack features

SHIPFINEX
Graphics Courtesy: KYC Wallet & Signy
Figure 17: ShipFinex RegTech Stack Features

3.11 Roadmap
Figure 18: ShipFinex Roadmap

SHIPFINEX
Figure 19: ShipFinex Roadmap Continues
3.12 Business Strategy & Model

Our position as the first mover in the Marine Digital Asset Exchange space will open a new frontier in Marine
investment.
Much like the dot-com bust that gave rise to internet giants built on a more robust environment, the same
is happening to the Digital currency world. Unlicensed services will make way for licensed services such as
regulated exchanges that will open endless opportunities for Digital Currency investors i.e. trillions of
dollars’ worth of investment influx via securitized Digital Currency instruments and asset-backed security
tokens.
Marine Assets are set to be digitalized and represented in the Financial Market at Asset Backed Security
Tokens called Marine Asset Tokens. The entire Marine asset space has an estimated market value of US$
829 Billion*. Beyond that, the Annual value of the operating expenditure (Opex) of the global shipping fleet
is US$ 1.2 Trillion
As Shipfinex delivers a much-needed new source of liquidity, investment into this space is set to expand
multiple fold drawing newer opportunities that under the previous system would never hope to receive
additional revenue and hence would not have even attempted to raise capital.
Basis our roadmap for the future, Shipfinex looks forward to several revenue streams:
Type of Fee Derived from
Transaction Fees % of every trade of Marine Asset Token on the
secondary market. Otherwise known as
Maker/Taker fees
Initial Marine Asset Offering Listing Fees A fee paid by Marine Asset Token company for
allowing the listing of the tokens on the
Exchange
Capital raise fee A percentage of Capital raised by each Marine
Asset Token during the Initial offering

SHIPFINEX
Annual Fee Renewal of listing agreement to allow the asset
to continue trading on the exchange
Figure 20:Shipfinex revenue streams
The Company has the following key strategies to grow its business:
• Grow the core business with an initial strategic focus on expanding user base:
• To develop & sustain strong relationships with maritime companies who will use the exchange;
• A continual focus on innovation & advancing proprietary technology;
• Mergers and Acquisitions.

SHIPFINEX
4 SECTION IV

SHIPFINEX
4.1 Risk factors
All statements regarding the Company’s business, financial position and prospects should be viewed in
light of the risk factors of this document. Investors are strongly advised to seek independent legal,
financial and tax advice before making a decision to invest in tokenised assets.
The specific risks set out in this Information Memorandum, in addition to all other information in the
Information Memorandum, should be considered carefully in evaluating whether to make an investment
in the tokenised assets offered on the Shipfinex platform. If you are in any doubt about the action you
should take, you should consult a personal adviser authorized under FSMA who specializes in advising on
securities.
The Directors of the Company believe the risks set out below to be the most significant for prospective
Investors. However, the risks listed do not necessarily comprise all those associated with an investment in
tokenised assets, in particular, the Company’s performance may be affected by changes in market or
economic conditions and in legal, regulatory and tax requirements.
If any of the risks set out in this Information Memorandum were to materialise, the Company’s business,
financial conditions, results or future operations could be materially adversely affected. In severe
circumstances, the company itself may cease operations. And as the tokenised assets are solely available
through the company’s platform, investors should note that access to tokenised securities offered on the
platform could become unavailable.
Additional risks and uncertainties not presently known to the Directors, or which the Directors currently
deem immaterial may also have an adverse effect upon the Company. The order in which the risks are
presented below is not indicative of their likelihood of
occurrence, the potential magnitude of their financial consequences or their respective materiality.
There can be no guarantee that the Company will achieve its business objectives or its return objectives,
or that Investors will get back the full value of their investment in tokenised assets, and investment results
may vary substantially.
4.2 Risks Relating To The Company And The Industry In Which It Operates
4.2.1 The Business Model
As a start-up entity, the Company has not yet had the opportunity to test comprehensively its business
model, which, accordingly, may prove to be unsustainable. The Company faces risks frequently
encountered by start-up companies such as under-capitalisation, cash shortages and limited resources.
The Directors, however, believe themselves to have done sufficient research to have considered the
market, supply and demand from all perspectives. Investors should note that, the past performance of the
Director's, employees, consultants, or associates is not a guide to the future performance of the Company.
4.2.2 Research and development
The research and development efforts of the Company may not yield the expected benefits and the
Company may not be able to introduce successful products and services and maintain the competitiveness
of its product and service offerings, which in turn may
have a material and adverse impact on the Company's business, revenue, financial condition, profitability,
prospects and results of operations.
In addition, in order to remain competitive, the Company must continually update its products and
services. The process of updating products and services could result in increased costs and the Company's
investment in such products and services may therefore affect the Company's business, revenue, financial
condition, profitability, prospects and results of operations.
4.2.3 Market adoption and revenue
The Company as at the date of this Information Memorandum does not serve any sample of the
addressable market for its products and services and it may be unable to attract any prospective clients
from whom the Company can generate any revenue.

SHIPFINEX
The Company will seek to generate the substantial majority of its future revenue streams from licensing.
As is common in the industry, the Company's prospective clients will not seek to have long-term licensing
commitments with the Company. In addition,
many of the Company's prospective clients may purchase its services through one of several large
technology companies.
Prospective clients may view the Company's products and services as experimental and unproven, given
that Distributed Ledger Technology frameworks are still developing at an increasing pace and the
Company may need to devote additional time and resources to educate them about its products and
services.
Prospective clients will not continue to do business with the Company, or they will reduce the prices they
are willing to pay to license from it, if the Company do not deliver products and services in an effective
manner, or if they do not believe that their investment in Blockchain or Distributed Ledger systems with
the Company will generate a competitive advantage.
The Company’s prospective advertising revenue could be adversely affected by a number of other factors,
including:
if the Company is unable to demonstrate the value of its products and services to prospective clients or if
the Company is unable to measure the value of its products and services in a manner which prospective
clients find useful;
if the Company products and services are not cost effective or valuable for certain types of clients or if the
Company is unable to develop cost effective or valuable robotic operating systems for different types of
clients;
if the Company products and services fail to operate effectively;

if the Company is unable to convince prospective clients to invest resources in learning to use its
fundraising platform;
The Company's inability to increase prospective clients demand and inventory;
The Company fails to provide adequate service to prospective clients;
Potential decreases in the cost per licence.
The occurrence of any of these or other factors could result in a reduction in demand for the Company’s
products and services, which may reduce the prices the Company receive for its software licences, either
of which would adversely affect the Company's business, revenue, financial condition, profitability,
4.2.4 New products and services may not perform as expected
The Company intends to expand its activities beyond its core offering of products and services.
The Company may fail to implement successfully such products and services, which could negatively
impact upon the Company's business, revenue, financial condition, profitability, prospects and results of
operations.
There is no guarantee that new products and services will perform as intended or that they will be
accepted by the Company's prospective customers. Costs spent on developing such products and services
may not be recouped.
All of the above possibilities could result in downward profit margin pressure for the Company.
4.2.5 Dependence on amount raised
Investors should note that, if operating funds are insufficient, the Company will be unable to carry out its
business plan in full. In particular the Company's research and development plans will be scaled back
appropriately as will the hiring of new personnel.

SHIPFINEX
Accordingly, the Company's business, revenue, financial condition, profitability, prospects and results of
operations may be adversely affected, and it may be forced to seek further funding which may not be on
commercially advantageous terms
4.2.6 Growth of the Distributed Ledger Technology industry & Tokenisation platforms
The success of the Company will be linked to the continued growth in the use of the Distributed Ledger
Technology & tokenisation platforms. The technologies on which Shipfinex is built, such as Distributed
ledger technology are subject to rapid change. Unless the Company is able to respond to technological
changes in a cost-effective and timely manner this could adversely impact on the Company's reputation,
business, revenue, financial condition, profitability, prospects and results of operations.
4.2.7 Technological change in the DLT Ecosystem
The Company expects that new products, services and technologies applicable to Distributed Ledger
Technology (DLT) will continue to emerge and develop, and it is possible that these new products, services
and technologies may be superior to, or render obsolete or
unmarketable, the technologies that the Company currently uses or the products and services it currently
offers.
By example, competitor AI could render current systems obsolete.
The Company’s future success will depend, in part, on its ability to develop and adapt to these
technological changes and evolving industry trends. If the Company is not able to keep pace with the
technological developments in its industry, the use and competitiveness of the Company's offering could
decline, which would have a material and adverse impact on the Company's business, revenue, financial
condition, profitability, prospects and results of operations.
4.2.8 Estimates of financial results
Financial forecasting by the Company or the financial community who may publish estimates of the
Company's financial results will be difficult because of the Company's limited operating history, and the
Company's actual results may differ from forecasts. As a result, the Company or the financial community
may be unable to make accurate financial forecasts or to adjust the Company's spending in a timely
manner to compensate for any unexpected shortfalls in revenues.
4.2.9 Market Competition
The market in which the Company operates is competitive and may become more competitive. The
Company’s competitors may announce or develop new products, services, technologies or enhancements
that better meet the needs of its prospective clients or changing industry standards. Increased
competition may cause price reductions, reduced gross margins and loss of market share, any of which
could have a material adverse effect on the Company's business, revenue, financial condition, profitability,
Many of the Company's competitors and potential competitors have significantly greater financial,
technical, marketing or service resources than the Company and have a larger base of products, longer
operating histories and/or greater name recognition. The Company's relatively small size may therefore be
considered negatively by prospective clients. In addition, the Company's competitors may be able to
respond more quickly than the Company can to changes in customer requirements and devote greater
resources to the enhancement, promotion and sale of their products and services and to the development
of new products and services.
4.2.10 Additional responsibilities and commitments of Directors
The Directors have, and may have in the future, additional professional responsibilities and as such, may
experience conflicts of interest and demands on their time to the possible detriment of the Company.
4.2.11 Significant Change the eco-system
Large and established internet and technology companies may be able to change the eco-system
significantly in a way that will impair the Company's ability to operate
Large technology companies & Large Shipping companies in partnership with large technology companies,
such as Amazon, Apple, Google, IBM, Mitsubishi, Maersk, Microsoft, Alibaba and Facebook may have the
power to change significantly the very nature of the Distributed Ledger Technology marketplace, and
these changes could materially disadvantage the Company.

SHIPFINEX
This could have a material and adverse impact on the Company's business, revenue, financial condition,
profitability, prospects and results of operations. Such companies could also seek to replicate all or parts
of the Company's business.
4.2.12 Data Protection
The Company processes personal data, some of which may be sensitive, as part of its business. The
Company’s operations are therefore subject to a number of laws relating to data privacy, including the
United Kingdom's Data Protection Act 1998 and Data Protection Act 2018. If the Company does not ensure
its adherence to appropriate compliance procedures, the Company could be in breach of data privacy
legislation which could result in the Company being subjected to claims from its prospective customers,
investigation or enforcement action by the Information Commissioner's Office in the UK, legal claims and
reputational damage. If it acts, or is perceived to be acting inconsistently with the terms of its privacy
policy, consumer expectations or the law, this could materially affect the Company's reputation, business
operations, financial position, competitive position and prospects.
The Company does not currently have in place a written data or document retention policy but intends to
adopt a company-wide policy on data and document retention based on the principle that data and
documents should only be kept for as long as is necessary and, where data or documents are kept for
multiple purposes (such as audit and marketing), such data or documents should be kept for the longest
period necessary with the relevant purpose justified by that retention period.
4.2.13 Commercial contracts
The Company will seek to engage with prospective clients and suppliers with more negotiating leverage
than is available to the Company. The standard commercial terms of such entities may not be subject to
negotiation and the Company may be required to tolerate terms which are less favourable than might be
anticipated. If for any reason the Company comes to breach such terms, the financial and operational
penalties could be severe and have a material adverse impact on the Company's business, revenue,
financial condition, profitability, prospects and results of operations.
4.2.14 Counterparty risk
There is a risk that parties with whom the Company trades or has other business relationships (including
There is a risk that parties with whom the Company trades or has other business relationships (including
prospective clients, partners,
suppliers, subcontractors and other parties) may become insolvent. This may be as a result of general
economic conditions or factors specific to that party. In the event that a party with whom the Company
trades becomes insolvent, this could have a material adverse
impact on the Company's business, revenue, financial condition, profitability, prospects and results of
operations.
The Company’s intellectual property rights may not be adequately protected

The Company's proprietary intellectual property is not currently protected by registered patents, or
registered design rights.
Therefore, if competitors were to develop equivalent technology, the Company could not preclude or
prevent them from offering products and services substantially similar to its own. The Company is
therefore particularly reliant on copyright, trade secret protection and confidentiality agreements relating
to know-how and licence agreements with its employees, prospective clients, suppliers, consultants and
others to protect its intellectual property rights. However, the steps the Company has taken to reduce
these risks may be inadequate.
In addition, third parties may independently discover or replicate the Company's trade secrets and
proprietary information or systems, and, in such cases, the Company may be unable to rely on any
intellectual property rights to prevent the use of such trade secrets, information or systems by such
parties. Costly and time-consuming litigation could be necessary to determine and enforce the scope of
the Company's proprietary rights, and the Directors cannot assure prospective Investors that the Company
would prevail in such litigation. Such circumstances could have a material adverse effect on the Company's
reputation, business operations, financial position, competitive position and prospects.

SHIPFINEX
The Company's business may suffer if it is alleged or determined that its technology or another aspect of
its business infringes the intellectual property rights of others
The technology industries are characterised by the existence of large numbers of patents, copyrights,
trademarks, trade secrets and other intellectual property and proprietary rights. Companies in these
industries are often required to defend litigation claims that are based on allegations of infringement or
other violations of intellectual property rights. The Company's technologies may not be able to withstand
any third-party claims or rights against their use.
The Company's success depends, in part, upon non-infringement of intellectual property rights owned by
others and being able to resolve claims of intellectual property infringement or misappropriation without
major financial expenditures or adverse
consequences. From time to time, it may be the subject of claims that its underlying technology infringes
or violates the intellectual property rights of third parties, particularly as it expands the complexity and
scope of its business.
Regardless of whether claims or other intellectual property rights have any merit, handling such claims is
time-consuming, costly to evaluate and defend and the outcome of any litigation is inherently uncertain.
The other party to any claims may have substantially greater resources than the Company and/or may be
able to benefit from “no-win, no-fee'' arrangements whereby their risks in bringing claims that may be more
speculative are mitigated, increasing their leverage opposite the Company.
Claims that the Company is infringing patents or other intellectual property rights could:
• Subject the Company to significant liabilities for monetary damages, which may be multiplied in certain
instances;
• Prohibit the Company from developing, commercialising or continuing to provide some or all of its solution
unless it obtains licences from, and pays royalties to, the holders of the patents or other intellectual property
rights, which may not be available on commercially favourable terms, or at all;
• cause delays or stoppages in the Company providing its services; cause prospective clients, open source
networks and exchanges or developers to avoid working with the Company; divert the attention and
resources of management and technical personnel; and
• harm the Company's reputation.
4.2.15 Systems failures or delays and loss of business continuity
The Company's operations are highly dependent on technology, communications systems, including
telephone and mobile networks, and the internet. The efficient and uninterrupted operation of the systems,
technology and networks on which the Company relies and its ability to provide prospective clients with
reliable, real-time access to its products and services is fundamental to the success of the Company's
business. Any damage, malfunction, failure or interruption of or to systems, networks or technology used
by the Company could result in a lack of confidence in the Company's products and services and a possible
loss of existing prospective clients to its competitors or could expose the Company to higher risk or losses,
with a consequential material adverse impact on the Company's business, revenue, financial condition,
profitability, prospects and results of operations.
If the Company's connection to telephone or mobile networks or the internet is interrupted or not available,
the Company may not be able to provide clients with its open source software and services.
The Company's software and networks are also vulnerable to damage or interruption from events including
but not limited to:
• fire, flood or natural disasters;
• power or telecommunications failure;
• computer hacking activities; or
• acts of war or terrorism.

SHIPFINEX
From time to time, the Company will introduce architectural upgrades to its existing systems and problems.
Implementing any such upgrade might lead to delays or partial or total loss of service to the Company's
prospective clients in any or all of the jurisdictions in which the Company operates and to short-term
interruption to the Company's business. These types of events could expose the Company to potential
liability and could have a material adverse impact on the Company's business, revenue, financial condition,
The Company does not currently have in place disaster recovery procedures but intends to adopt such
procedures to mitigate the effects of events such as those listed above on the Company's business.
However, there can be no assurance that such procedures can account for and protect against all
eventualities or that they will be effective in preventing any interruption to the operations and systems of
the Company. Whilst to date there has been no significant malfunctioning of the Company's technology and
systems, any such events could result in a lack of confidence in the Company's products and services, a
possible loss of existing prospective clients to its competitors and potential liabilities, with a consequential
material adverse impact on the Company's business, revenue, financial condition, profitability, prospects
and results of operations.
4.2.16 Growth management
There can be no assurance that the anticipated growth of the Company will be successfully managed. The
Company may have to engage the services of additional personnel to handle a material growth in the
Company’s business. Prior to such additional personnel being engaged, the additional demands placed on
the Company’s envisaged resources could impair its ability to maintain its products and service levels to its
prospective clients.
4.2.17 Short-term operating results
The Company will encourage employees, affiliates, consultants, and agents to develop quickly and help it
launch new and innovative products and services for its prospective clients.
The Company prioritises innovation for its prospective clients over short-term operating results. The
Company may frequently make product and service decisions that may reduce its short-term operating
results if the Company believes that the decisions are consistent with its goals to improve the innovation
for prospective clients, which the Company believes will improve its operating results over the long term.
These decisions may not produce the medium/long-term benefits that the Company expect, in which case
its innovation, its relationships with prospective clients and its business and operating results could be
harmed. In addition, the Company’s focus on new and innovative products and services for its clients may
negatively impact its relationships with prospective clients. This could result in a loss of such clients which
could have a significant adverse impact on the Company's business, revenue, financial condition,
4.2.18 Growth management and acquisitions
The Directors believe that further expansion, either organic or via acquisition, will be required in the future
to capitalise on the anticipated increase in demand for the Company’s products and services. The Company’s
future success will depend, in part, on its ability to manage this anticipated expansion. Such expansion is
expected to place demands on management, support functions, research and development, accounting,
sales and marketing and other resources. If the Company is unable to manage its expansion effectively, its
business, revenue, financial condition, profitability, prospects and results of operations could suffer.
The process of integrating an acquisition into its business may produce unforeseen operating difficulties and
expenditures and may absorb significant attention of the Company's management that would otherwise be
available for the on-going development
of its business, which may materially harm the Company's business, revenue, financial condition,
profitability, prospects or operating results. There can be no guarantee that the Company will be able to
source and execute suitable acquisitions in the future.

SHIPFINEX
4.2.19 Key personnel
The Company depends on the services of its key technical and development, sales and marketing and
management personnel. The loss of the services of any of these persons could have a material adverse effect
on the Company's business, revenue, financial condition, profitability, prospects and results of operations.
The Company's success is also highly dependent on its continuing ability to identify, hire, train, motivate
and retain highly qualified technical, content writers, engineers, sales, marketing, statisticians and
management personnel. Competition for such personnel
can be intense, and the Company cannot give assurances that it will be able to attract or retain highly
qualified technical, content writers, engineers, sales, marketing, statisticians and management personnel in
the future. The Company's inability to attract and retain the necessary technical, content writers, engineers,
sales, marketing, statisticians and management personnel may adversely affect its future business, revenue,
financial condition, profitability, prospects and results of operations. It may be necessary for the Company
to increase the level of remuneration paid to existing or new employees to such a degree that its operating
expenses could be materially increased.
4.2.20 Litigation
The Company is subject to complex and evolving English and Welsh and foreign laws and regulations. These
laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes
to the Company’s business practices, monetary penalties, increased cost of operations or declines in
advertising engagement, or otherwise harm the business.
While the Company currently has no material outstanding litigation or dispute, there can be no guarantee
that the actions of the Company will not result in litigation and, without limitation as to the nature of any
such potential claim.
The Directors cannot preclude that litigation may be brought against the Company in the future. Such
litigation may include claims involving Company Directors, officers, affiliates, employees, advisers,
consultants and agents for which the Company may be liable. Defence and settlement costs can be
substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation
process, there can be no assurance that the resolution of any particular legal proceeding will not have a
material adverse effect on the Company’s business, revenue, financial condition, profitability, prospects and
results of operations. The Company's business may be materially adversely affected if the Company, its
Directors, officers, affiliates, employees, advisers, consultants and agents are found not to have met the
appropriate standard of care or not exercised their discretion or authority in a prudent or appropriate
manner in accordance with accepted standards.
4.2.21 Brexit risk
On 23 June 2016, the United Kingdom held a referendum on the United Kingdom’s continued membership
of the European Union.
This resulted in a vote for the United Kingdom to exit the European Union. There are significant uncertainties
in relation to the terms and time frame within which such an exit will be affected, and there are significant
uncertainties as to what the impact will be on the
fiscal, monetary and regulatory landscape in the UK, including inter alia, the UK's tax system, the conduct of
cross-border business and export and import tariffs. There is also uncertainty in relation to how, when and
to what these developments extend which will impact on the economy in the United Kingdom and the future
growth of its various industries and on levels of investor activity and confidence, on market performance
and on exchange rates. There is also a risk that the vote by the United Kingdom to leave could result in other
member states re-considering their respective membership of the European Union. Although it is not
possible to predict fully the effects of the exit of the United Kingdom from the European Union, any of these
risks, taken singularly or in the aggregate, could have a material adverse effect on the Company's business,
revenue, financial condition, profitability, prospects and results of operations.

SHIPFINEX
4.2.22 Exchange Rate risk
Exchange rate fluctuations could have an adverse effect on the Company's profitability or the price
competitiveness of its products and services. There can be no guarantee that the Company would be able
to compensate or hedge against such adverse effects and therefore, negative exchange rate effects could
have a material adverse effect on the Company's business, revenue, financial condition, profitability,
4.2.23 Risk relating to Interest Rates
The Company currently does not have any debt; however, it may seek to fund the business using debt
structures in the future. These structures will most likely be subject to interest rates. The Bank of England
interest rate may vary from time to time, at the same time the Company's bank or lender may change the
rates of interest it charges on lending and factoring products. As a result the Company's cash flow and
trading could be adversely affected in the event that the Company has to pay more in interest due to
fluctuations in interest rates.
4.2.24 Economic, political, judicial, administrative, taxation or other regulatory matters
The Company's business, revenue, financial condition, profitability, prospects and results of operations may
be adversely affected by changes in macroeconomic, political, judicial, administrative, taxation or other
regulatory factors, as well as other unforeseen matters.
4.2.25 Risks relating to operating history, past performance and future performance
Past performance and historical information is not an indication of future performance. The Company's
actual performance could differ materially from projections. The Company will be operating in a competitive
industry where the commercial risks are high.
Audience reaction, initial reviews and public reception and preference cannot be predicted. Any investment
in a digital creative business such as the Company is, therefore, highly speculative and no guarantee of any
return may be given.
The Company has no established business or trading history. Consequently, evaluating the Company's
prospects must be considered in light of the risks, expenses and difficulties frequently encountered by early-
stage (start-up) companies.
4.2.26 Litigation risks
All industries are subject to legal claims, with and without merit. The Company may become involved in
legal disputes in the future.
Defence and settlement costs can be substantial, even with respect to claims that have no merit, and
litigation can result in the diversion of technical and management personnel to the detriment of the
Company's business. Due to the inherent uncertainty of the litigation process, there can be no assurance
that the resolution of any particular legal proceeding will not have an adverse effect on the Company's
business, revenue, financial condition, profitability, prospects and results of operations.
4.2.27 Additional capital and dilution
It is possible that the Company will need or choose to raise extra capital in the future to finance the
development of new products,
services, technology or enhancements, to develop fully the Company's business, to take advantage of
acquisition opportunities or to respond to new competitive pressures. The Company's future capital
requirements will depend on many factors, including its
ability to maintain and expand its customer base, its sales, cash flow and control of costs and the execution
of any material acquisitions. If additional funds are raised through the issue of new equity or equity-linked
securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership
of such Shareholders may be substantially diluted. There is no guarantee that the then prevailing market
conditions will allow for such a fundraising or that new Investors will be prepared to subscribe for Ordinary
A Shares at the same price as the Subscription Price or higher. Any debt financing, if available, may require
restrictions to be placed on the Company's future financing and operating activities. The Company may be

SHIPFINEX
unable to obtain additional financing on acceptable terms or at all if market and economic conditions, the
financial condition or operating performance of the Company or investor sentiment (whether towards the
Company in particular or towards the market sector in which the Company operates) are unfavourable. The
Company's inability to raise additional funding on terms acceptable to it may hinder its ability to grow in the
future or to maintain its existing levels of operation.
4.2.28 Risks relating to Income
If there is any return on the investment it is unlikely that this (or the initial capital invested) will be
distributed to Investors before the expiry of three years from the Closing Date of the Offer. As a result of
this and the tax rules, investing in the Company should not be seen as a short-term investment.
In circumstances where the Company seeks funding from sources other than from the Offer, these may
need to be repaid in preference to any payment to Investors. This will reduce the amounts of any revenues
available to Investors.
There can be no assurance as to the level of future dividends, if any. The declaration, payment and amount
of any future dividends of the Company are subject to the discretion of the Directors of the Company, and
will depend on, amongst other things, the Company’s earnings, financial position, cash requirements and
availability of profits.
4.2.29 The future performance of the Company cannot be guaranteed
There is no certainty and no representation or warranty is given by any person that the Company will be
able to achieve any returns referred to in this Information Memorandum. The financial operations of the
Company may be adversely affected by general economic conditions, by conditions within the United
Kingdom markets generally or by the particular financial condition of other parties doing business with the
Company.
The risks listed above do not necessarily comprise all those associated with an investment in the Company.
4.3 Money Laundering Regulations 2007
The company will ensure compliance with the Money Laundering Regulations 2007, the Directors
are entitled to require, at their absolute discretion, verification of identity from any Applicant.
5 Disclaimer
The Directors of the Company (which term shall, for the purposes of this disclaimer, include its officers and
any employees) in issuing this document are acting for the Company and no-one else. All statements of
opinion contained in this document, all views expressed and all projections, forecasts or statements relating
to expectations regarding future events of the possible performance of the Company represent the
Director’s own assessment and interpretation of information available to it as at the date of communication
of this document. Prospective Investors must determine for themselves what reliance (if any) they should
place on such statements, views, projections or forecasts and no responsibility is accepted by the Directors
in respect thereof.
Prospective Investors must rely on their own examination of the legal, taxation, financial and other
consequence of an investment in the Company, including the merits of investing and the risks involved.
Prospective Investors should not treat the contents of this document as advice relating to legal, taxation, or
investment matters and are advised to consult their own financial advisors concerning the acquisition,
holding or disposal of interests in the Company. This document is provided for information only and does
not constitute, may not be used for the purposes of, an offer or an invitation to apply to participate in the
Company

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Marine Asset Exchange Ltd | UK

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No representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of

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“UNCTAD” United Nations conference on Trade and Development

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Decentralized Democratic Transparent

Figure 1: DLT Features 1

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Faster Distributed Smart P2P

Figure 2: DLT Features 2

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Figure 3: Benefits of using Distributed Ledger Technology for Data Integrity

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The Shipfinex ecosystem harnessing powerful

Figure 4: ShipFinex Ecosystem

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2.4 Digital Currencies & Security Tokens

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Figure 6: PWC study of Digital Currency Hubs

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Figure 7: Leading ICO Countries 2017 & 2018

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Price Form of cargo, weight, distance to destination

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Source: (UNCTAD, 2017)

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Dry bulk and ore carriers

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Source : Moore Stephens confidence survey- March 2018

Source : Moore Stephens confidence survey- March 2018

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Shipfinex Ecosystem consists of 5 different platforms:

3.2.1 KYC & Maritime Stable coin platform

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Figure 13: ShipFinex Platform & Services

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1. Mr. Sunil Arora, Global Business Head

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3. Mr. Suraz Kottakki, Global Marketing & Business Development

4. Capt. Rishi Sharma, Business Head – Marine Partners