1.1. FBM CROWDTECH SDN. BHD. is a private limited company registered in Malaysia and is registered and regulated by the Securities Commission Malaysia ("SC") to operate an Peer to Peer Financing ("P2P") and Equity Crowdfunding ("ECF") platform.
1.2. FBM CROWDTECH SDN. BHD. and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors ("ALIXCO" or the "Company" or " We/Our/Us") provides its services for Users in respect of operating P2P platform, web-hosting to facilitate P2P activity and/or other ancillary or support service to facilitate P2P activity (" Purpose"), subject to the following Terms of Service (the "Terms") stated herein.
1.3. This Investor Disclosure Statement (" Investor Statement") (read together with our Terms of Service and any other documents referred to in it) serves also as a notice to inform you of your rights and obligation as an investor.
1.5. Each Investor, by accessing the Services (whether from within or outside Malaysia or who are resident within or outside Malaysia), shall be deemed to represent to the Company and its board of directors that on each occasion the Services is accessed; an Investment is made; or any money is invested in the Issuer in response to the Investment, the Investor is doing so in compliance with all applicable laws and all information provided to the Company is true, accurate and complete. The Investor will be liable to the Company and any of its directors and hereby agrees to indemnify the Company and any of its directors against any and all claims, losses, expenses or liabilities arising out of or in connection with any such non-compliance or alleged non-compliance by the Investor. The directors of the Company may enforce these obligations directly against the Investors to the extent permitted by the applicable law.
"Angel Investor" refers to an investor that is accredited by the Malaysian Business Angels Network (MBAN) as an angel investor.
"Business Day" means a day except for Saturday, Sunday or public holiday (gazetted or un-gazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for business in Kuala Lumpur and Selangor.
"Calendar Day" means all day in a month, including weekends and holidays in accordance with Gregorian Calendar.
"Campaign(s)" is an invitation created by an Issuer to Investor(s) by using our Services, which allows the investor to subscribe to Investment Note of an Issuer on the terms and condition specified on Campaign page, which has been formed in accordance with requirement set forth in applicable terms and conditions.
"Campaign Period" means the thirty (30) Calendar Days period beginning with the date on which the Campaign becomes live on the Services or such shorter or longer period as ALIXCO shall in its absolute discretion decide in writing with written or oral notice to Issuer;
"CMSA" means Capital Markets and Services Act 2007 and its amendments;
"Excluded Issuer" shall mean any legal entity, which is prohibited from raising funds through P2P, including our Services, pursuant to the SC Guideline.
"Peer-to-Peer Financing or P2P" is where an Issuer creates Campaign to conduct fundraising activities from numerous Investors through an Investment Note on the terms and condition set by the Issuer and stipulated herein.
"Investment(s)" is any financial and/or monetary transaction made for the benefit of Campaign.
"Investment Note" means any contract or agreement executed or offered on our Services evidencing a monetary financing, where an Investor expects a financial return.
"Investor(s)" shall mean a User who is a natural person or a legal entity, which is using our Services to offer to subscribe to shares/equity issued by Issuer, including Sophisticated Investor, Angel Investor and Retail Investor.
"Issuer(s)" means any locally registered entity (excluding Excluded Entity) incorporated in Malaysia its subsidiary, associate and/or related company (in or outside Malaysia) or director, shareholders, agent, authorised representative, employee or officer, which by authorizing a representative to create a user account has become a User in order to or host a Campaign on our Services.
"Material adverse change" means the following events:
(a) Discovery of false or misleading information in the Campaign;
(b) Discovery of material omission of information required to be included in Campaign; and/or
(c) There is a material change or development in the circumstances relating to Campaign.
"Sophisticated Investor" means any person who falls within any of the categories of investors set out in Part 1, Schedule 6 and 7 of the CMSA as follows:
(a) A company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10,000,000.00 or its equivalent in foreign currency;
(b) A corporation that is a public company under the Companies Act 1965 which is approved by the Securities Commission Malaysia to be a trustee under the CMSA and has assets under management exceeding RM10,000,000.00 or its equivalent in foreign currency;
(c) A corporation with total net assets exceeding RM10,000,000.00 or its equivalent in foreign currency based on the last audited accounts;
(d) A partnership with total net assets exceeding RM10,000,000.00 or its equivalent in foreign currency;
(e) An individual whose total net personal assets or total net joint assets with his or her spouse, exceeding RM3,000,000.00, or its equivalent in foreign currency, excluding the value of the individual's primary residence;
(f) An individual who has a gross annual income exceeding RM300,000.00 or its equivalent in foreign currency per annum in the preceding twelve months; or
(g) An individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000.00 or its equivalent in foreign currency per annum in the preceding twelve months;
"User(s)" means any natural person, team, co-operative society, club, business, partnership, institution, corporation, and/or other entity as well as its authorised representatives, who has accepted the Terms herein by using and/or registering to the Services and/or by investing to a Campaign, subject to acceptance and approval by ALIXCO.
"Payment Provider" means the entity that processes Investment.
"Payment Provider Fee" means any applicable transaction and/or accounting fees charged by Payment Provider(s), including but not limited to processing fees, foreign currency exchange fee, applicable tax rate and/or any fee effective at the material time.
"SC" means the Securities Commission Malaysia.
"Retail Investor" refers to any other Investors registered on our Service, who is not a Sophisticated Investor or Angel Investor.
"SC Guideline" Guidelines on Recognised Markets as issued by the SC pursuant to the Section 34 of Capital Markets and Services Act 2007 (CMSA) and its amendments.
"Services" means the services and platform we provide to achieve the Purpose as set out in Clause 1 above, including our various websites, webpages, APIs, email notifications, applications buttons and/or widgets;
"Trust Account" shall mean the account held by ALIXCO where any Investment(s) that are being held before such Investment(s) are paid/disbursed to the Issuer or refunded to Investor.
3. RISK WARNING
3.1. P2P is not a protected investment scheme. Therefore, your investment or capital may be at risk if an Issuer fails to repay a Campaign that you have participated.
3.2. ALIXCO is not a financial advisor nor do we provide any advice, recommendation to our Investor on any Campaign. We merely prove a matching business to you with the Issuer.
3.3. ALIXCO will not be responsible for the suitability of any Campaign which you invested in. You are solely responsible for the risk of making an Investment and therefore you are strongly encouraged to carefully consider the terms of the Risk Statement before making an Investment.
4. REPRESENTATION & WARRANTIES
4.1. By using our Services, you represent and warrant that:
(a) you are over the age of 18 years old or such other age where you are permitted to enter into a legally binding contract;
(b) you have the capacity to enter into a legal agreement and are of sound mind;
(c) you have carefully made your decision and have considered all the relevant risk involved with using our Services and also the risk pertaining to peer-to-peer financing activities;
(d) you have the mandate and authority to make Investment in our Services (if you are representing an entity or fund). We may request that you provide us with documents to support your mandate/authority to act;
(e) you agree that all monies pertaining to you Investment may be held in a trustee bank account and that any repayment from the issuer will be paid into the trustee account and that it will only be transferred back to you at your request subject to the terms herein;
(f) you confirm that all information that you proved to us about yourself is accurate, true and does not require any further verification;
(g) you are only entitled to hold one account on our platform. If you have an existing account and wish to register as an entity, please notify us accordingly;
(h) execution of any agreement pursuant to your Investment into a Campaign is not in violation of any local laws applicable to you.
5. ACKNOWLEDGEMENT OF RISK
5.1. By using our Services and making an Investment you agree and accept the following risk:
(a) you risk losing any funds that have been Invested in the event the Issuer fails to make repayment in accordance with the agreed terms;
(b) you understand that you will not be investing in an instrument issued by ALIXCO and that ALIXCO is merely the operator of a platform for third-party issuer to publish their Campaign.
(c) you agree that you have made the decision to make Investment based on your own free will and independent mind and the decision is based on your own research and consideration without reliance on representation by anyone else.
(d) you understand that if a third party (including security trustee) hold any collateral or security on your behalf in respect of a Campaign which you have invested, reasonable efforts will be undertaken to recover any outstanding monies on your behalf (minus relevant cost involved) and/or to execute any collateral or security if required. In such circumstances, you agree and understand that the recovery process may result in some delays in returning any monies due to you and that you may only recover part of the amount in your Investment.
6. ALIXCO AUTHORITY TO ACT AS YOU REPRESENTATIVE / AGENT
6.1. By using our Service, should we agree to act on your behalf, you accept and agree that you are appointing ALIXCO as your agent to act in all matters relating to organizing, negotiating, administration and management of you Investment for as long as the Investment made remain outstanding, including but not limited to:
(a) to transfer, upon your instruction, any Investment sum in which you have invested in a Campaign;
(b) to negotiate and enter into an agreement relating to the Investment;
(c) to administer the Investment on your behalf, including collecting repayment due to you;
(d) to transfer, upon your instruction, any Investment sum in which you have invested into a Campaign
(e) to acknowledge the creation of trust over any security or collateral in favor of or held by a third party and acceding to the terms of any trust arrangement on your behalf;
(f) to conduct a background check on each prospective Investor;
(g) to conduct a background check on Issuer;
(h) to communicate your Investment amount to the Issuer;
(i) to negotiate or make an agreement, waiver and amend on your behalf relating to any terms of Investment, at anytime prior to the full repayment of the outstanding amount;
(j) to manage and administer on your behalf the recovery processes where any Issuer fails to make the required repayment pursuant to the agreement.
(k) to enforce or appoint a third-party contractor to enforce any agreement pertaining to your Investment. If so required to give the relevant instructions to relevant third party.
(l) to appoint relevant third-party contractor to execute the recovery process pertaining to your Investment.
6.2. You agree to be bound by the terms of any agreement entered pertaining to your Investment into a Campaign on your behalf and any amendments to those terms.
7. INVESTORS' OBLIGATIONS
The Investors hereby agree to:
7.1. Complete an application form to access and use our Services in terms and manner satisfactory to ALIXCO, such form is to include but not limited to the following prescribed information in all cases:
(a) Investor name/company name and identification/passport /registration number;
(b) Residential, registered office and/or business addresses of Investor;
(c) Contact number, email and/or other contact information;
(d) Bank account details (if applicable);
(e) If an Investor is not a natural person, complete list of all Investor officers (directors, authorized representatives, fund manager or others); and
(f) Such further information and/or documents as ALIXCO may require in order to effect regulatory compliant anti-money laundering identification and other checks.
7.2. Prepare all ALIXCO required information in such form as ALIXCO may require to facilitate the internal verification process of Investors as part of our obligation and compliance with SC Guideline and local laws. Such information shall include but without being limited to the following:-
(a) Source of funds which is to be invested in any particular Campaign;
(b) Confirmation letter/documents from Malaysian Angel Business Network (MBAN) of Angel Investor status;
(c) If an Investor is not a natural person, letter of authority and/or any other documents as necessary to prove that the User is an authorized representative of the Investor and have received appropriate mandate from the Board of Directors and/or Shareholders of the Investor; and
(d) Any other documents necessary to show eligibility as Investors.
7.3. Be solely responsible for ensuring compliance with all laws in Malaysia, their country of residence or the country from which they may access our Services and ALIXCO accepts no responsibility for any breach of such laws by the Investors. For avoidance of doubt, no offer is made through our Services or accepted by any Investor if by doing so the Investor is in breach of any laws of a Country that the Investment is made from.
7.4. Ensure that Investor and/or its authorized representative have the Investment authority and/or appropriate mandate in a specific or multiple Campaigns. ALIXCO will not be responsible for any loss or damages suffered by Investor and/or its authorized representative for the lack of authority to make Investment.
7.5. Seek and engage appropriate independent professional advisors to advise the Investor on Investing via the ALIXCO platform. Such engagement shall be a matter for each Investor. ALIXCO shall have no obligation to ensure the Investor receives professional advice nor liability to the Investee or their Investors for any loss if such advice is not taken. ALIXCO is also not liable for any cost incurred by the Issuer from engaging and obtaining the service of professional advisors;
7.6. Read and understand the disclosure materials disseminated by Issuer and/or made available on Campaign before making any Investment, including risk warnings and such other disclosure materials as published by on the Services or Campaign. ALIXCO will not be responsible for any loss or damages suffered by Investor for its failure to do the same.
7.7. Acknowledge and understand that all Investment made by Investor are made voluntarily without any influence, encouragement, and/or representation by ALIXCO for the Investor to make such Investment. As such ALIXCO shall not be held accountable for any loss or damages suffered by the Investor for any of its Investment decision.
The Investors shall not:
7.8. Before the expiry of Campaign and/or in the event a Campaign is unsuccessful or is cancelled for any reason whatsoever, unless prior written consent has been given by ALIXCO (at ALIXCO's absolute discretion), contact ALIXCO Issuers about the investment opportunity or offer or otherwise solicit from ALIXCO Issuer for private placement.
8.1. Any local or foreign Investor may invest in any Issuer listed on our Services subject to the following limits.
(a) Sophisticated Investor &Angel Investor - No restrictions on investment amount ;
(b) Retail Investor - A maximum of RM50,000.00 at any period of time.
8.2. By accepting our terms of service you hereby declare that you have not exceeded the investment limit set out above.
9.1. Any valuation carried out by an independent surveyor on any assets relating to a Campaign or any assessment made by us on potential Issuer shall not form part of any contract between you and ALIXCO. Such information is merely displayed on our platform for ease of reference only.
9.2. The disclosure material you are seeking to access, published or made available on the Campaign are being made available by the Issuer in good faith and for information purposes only and subject to the terms and conditions herein. We at ALIXCO is registered with the Securities Commission Malaysia ("SC") and carries out due diligence on each Issuer that lists on our Services
9.3. The disclosure material or any other information published on our Services is not to be construed as an offer to the member of the public and is only made available to registered Users of our Services who have qualified and categorized themselves as authorized to invest. Any person who wishes to view the disclosure materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict access.
9.4. In order to access the disclosure material you must first become an authorized Investor of our Services on the basis of your status as either (i) 'sophisticated investor', (ii) 'angel investor' or (iv) 'retail investor', in each case in accordance with the applicable law and/or guidelines by SC. Potential investors are encouraged to "cross-examine" the Issuer by interactive due diligence and use of the available online forums to bring the "wisdom of the crowd" to the platform. Access to the Disclosure Documents also means you agree to ALIXCO most recent Terms of Service, which include ALIXCO limitation of liability.
9.5. If you are not permitted to view any information and/or disclosure materials on our Services or are in any doubt as to whether you are permitted to view these materials, please cease to use our Services immediately. ALIXCO or the Issuer announcements, comments and disclosure material do not constitute an offer to sell securities of the Issuer. Further, it does not constitute a recommendation by the Issuer, ALIXCO or any other party to sell or buy securities in the Issuer.
9.6. By registering or logging into our Services to view the investment opportunity, you certify that you are legally entitled to view the disclosure materials, are an authorised Investor and you agree to all applicable terms and conditions on our Services, including this Terms.
9.7. As the Issuer action and/or omission is outside the control of ALIXCO, we shall not be responsible if any of the Issuer conducts itself in a fraudulent manner or contrary to the term of the Investment or such other behavior which is contrary to your interest.
10. SECURITY AND THRID PARTY ROLE
10.1. In some cases, an issuer will offer security or collateral for its Campaign;
10.2. Each Issuer (if so required) shall enter into security arrangement with a third party (of ALIXO choice) to secure its repayment of each Investment ("Trustee").
10.3. The third-party responsibility is to hold the security on trust on behalf of the Investor until the full repayment of the Investment pursuant to the relevant agreement.
10.4. By using our Services, you are irrevocably authorized us to appoint or effectively appoint a Trustee (of ALIXCO choice) as the administrator of the agreement pertaining to your Investment and to hold the security or collateral on trust for you and all other Investors. From time to time the Trustee may be required to perform all obligations, rights and benefits given to the Trustee pursuant to an agreement with the Trustee in respect of any outstanding amount due pursuant to an Investment.
10.5. The Trustee shall have the authority and discretion to rely on the information provided by ALIXCO pertaining to an Investment in order to determine the next course of action.
10.6. The Trustee shall not be obligated to ensure the collateral or security provided by the issuer, require another person to maintain such insurance or arrange for the procurement of an insurance pertaining to the collateral or security. At all material times the insurance over the collateral or security shall be as agreed between Investor and Issuer.
10.7. The Trustee shall not in all circumstances be liable for any damages, costs or losses to any person as a result of any loss or damages suffered by the Investor in the Trustee performance of its duty. The Investor understands that the Trustee is merely appointed for purpose of facilitating the Investment transaction for the Investor.
11. MAKING AN INVESTMENT
11.1. Investors shall be entitled to place revocable orders to subscribe for shares in the Issuer through the Campaign throughout the Campaign Period ending on earlier period if:
(a) the Issuer reaching its target investment amount as set out in its Campaign;
(b) the date upon which the Issuer terminates its Campaign in accordance with the terms and conditions applicable to use our Services.
11.2. Subject to clause 11.3 below, if the Campaign is successful, when the Investor places an order to make an Investment in an Issuer, the Investor has demonstrated the Investor's intention to enter into an agreement with the Issuer, or a third party on behalf of the Issuer, to transfer the Investment sum of the relevant shares to the Issuer. The Issuer will issue shares to the Investor and the Investment sum will be transferred to the account of the Issuer pursuant to the terms and conditions applicable to use ALIXCO Services.
11.3. If the Campaign is not successful, the agreement between the Investor and the Issuer for the transfer of the Investment sum shall not be executed/concluded.
11.4. If a Campaign is successful, the Issuer will instruct ALIXCO to circulate a copy of the Issuer's proposed suitable legal instrument to each Investor by email, and to request that each Investor inform ALIXCO by email within 6 working days if they no longer wish to proceed with the Investment. If ALIXCO receives no response from the Investor within the 6 working day period, the Investor be deemed to have confirmed his order and his order will become an irrevocable and a binding legal contract will be formed between each and every Investor and the Issuer.
11.5. If the Campaign is unsuccessful or the order not completed for any reason, the Investor's order will be cancelled (with or without notice) and will not be transferred to another Campaign or Issuer.
11.6. If the Issuer does not attain the stated target investment as set out in its Campaign, through withdrawals after the expiry of the Offer Period, or failure by Investors to transfer the Investment sum to the Issuer, neither the Issuer nor ALIXCO is required to inform the Investors of this failure. If the Issuer ultimately attains less than 80% of the desired target level of investment as set out in its Campaign, the Issuer shall cancel the investment made by the Investors and return the Investment sum to the Investors (if any monies have been transferred), and shall liaise with ALIXCO throughout.