DATED THE DAY OF 2020
YOU, AS THE USER OF THE PLATFORM (AS DEFINED HEREIN) WHO HAS INDICATED AN INTENTION TO CONSIDER SUBSCRIBING FOR OR ACQUIRING SHARES/ INTERESTS IN ONE OR MORE ISSUER (AS DEFINED BELOW) THROUGH THE PLATFORM AS AN INVESTOR
And
LEET CAPITAL SDN BHD
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INVESTOR AGREEMENT
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THIS INVESTOR AGREEMENT (THE "Agreement") IS MADE BETWEEN:
This Agreement sets out the terms and relationship between ECF Operator and you. Please read this Agreement carefully, and we strongly advise you to keep a printed or electronically stored copy of this Agreement for your future reference.
Business Days |
means the days on which banks are opened for business in Kuala Lumpur Malaysia and excludes any public holidays, Saturdays and Sundays;
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CMSA |
means the Malaysian Capital Markets Services Act 2007;
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Custodian |
means Universal Trustees Malaysia Berhad (Company No. 0017540-D);
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Custodian Agreement |
means the custodian agreement entered into between ECF Operator and the Custodian;
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Foreign Investors |
means, Investors who are not resident in Malaysia;
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Guidelines |
means the Guidelines on Recognised Markets issued by SC as may be amended from time to time;
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Issuer |
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means, the Member who uses the Platform to seek capital for a company or venture capital company;
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Member |
means, eligible and existing member of the Platform, whose membership has been approved by ECF Operator and has not been terminated and/ or suspended under this Agreement;
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Nominee
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refers to 1337 Nominee Sdn Bhd (1341578V), a special purpose company formed by the ECF Operator to facilitate the holding of shares as nominee on behalf of the relevant Investors in the Issuer;
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Offer |
means, any invitation to make bids for shares in a company to potential investors through the Platform;
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Platform |
means, the equity crowdfunding platform operated by ECF Operator which includes the Website;
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Platform Agreements |
refers to the following documents:
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Privacy Notice |
means the privacy notice available at https://leet.capital/privacy-policy;
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SC |
means the Securities Commission Malaysia;
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Terms and Conditions |
means the terms and conditions available at https://leet.capital/terms-conditions;
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Trust Account |
means trust account held by the Trustee in accordance to the terms and conditions of the Custodian Agreement;
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Website |
means the website currently hosted at the domain www.leet.capital and all pages at sub-domains thereof and may, ' from time to time hereafter, include pages hosted at other domains and identified by us.
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Website Agreement |
refers to the following documents:
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This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership with this Platform and your use of the Platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.
The information and terms of this Agreement are not exhaustive and there are other sources of information relating to these processes which can be found in other documents on the Platform. In particular, by using the Platform, you shall be deemed to have agreed to the Platform Agreements. The terms of this Agreement will prevail over the terms of any agreement to which you agreed before this Agreement (including Platform Agreements which may change from time to time).
We may choose to amend this Agreement from time to time. If we choose to amend the Agreement in a manner that affects any of your substantive rights, we will promptly notify you of the amendment. Such notification may occur by email, by notice to you when you log onto the Platform or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you shall be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection shall be deemed to constitute your notice of termination of your membership in accordance with Clause 11.1 (Termination by You).
Part of the purpose of this Agreement is to meet legal obligations imposed on us under the relevant legislation and under the terms and conditions of the equity crowdfunding registration which has approved by the SC, and also to inform you of various processes in relation to the investment through the Platform.
In accordance with the SC’s requirements, the following three separate tiers of Investors are allowed to participate and invest in the Offers:
Investor Tiers |
Sophisticated Investors |
Angel Investors |
Retail Investors |
Eligibility |
Malaysia Tax Residents:
Institutional Investor with minimum net assets of RM10 million and High Net Worth Individuals with total wealth or net personal assets of RM3 million and above (either RM or foreign currency equivalents),
Non- Malaysia Tax Residents: Same definition as above in Foreign currency equivalents |
Malaysia Tax Residents:
(a) who is a tax resident in Malaysia; and (b) whose total net personal assets exceed RM3 million or its equivalent in foreign currencies; or (c) whose gross total annual income is not less than RM180,000 or its equivalent in foreign currencies in the preceding twelve months; or (d) who, jointly with his or her spouse, has a gross total annual income exceeding RM250,000 or its equivalent in foreign currencies in the preceding 12 months; |
Other Investors |
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Investment Limit |
Unlimited |
Maximum RM500,000 (or its foreign currency equivalents) within 12 month period |
Maximum RM5,000 per issuer and not more than RM 50,000 (or its foreign currency equivalents) within 12 month period |
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In order to join as an Investor under the Platform, you must do the following:
ECF Operator is not making any Offer outside Malaysia as Issuers which are incorporated outside Malaysia is prohibited under the Guidelines. However, an Investor does not need to be resident in Malaysia to be eligible to invest through the Platform. Foreign Investors themselves are wholly responsible for complying with all laws in their country of residence or from which they may access the Platform and ECF Operator accepts no responsibility for any breach of such laws.
Most overseas countries have securities laws which regulate the offering of financial products such as securities to the public, and no Offer is made through the Platform or may be accepted by any Foreign Investor if to do so constitute a breach of any such law or if to do so trigger any filing/ registration/ approval requirement.
All Investors, by accessing the Website (whether from within or outside Malaysia or resident within or outside Malaysia), shall be deemed to represent to ECF Operator and its directors, on each occasion the Website is accessed and/ or any moneys are invested, that you are doing so in compliance with all applicable laws, and all information provided is accurate, complete and up-to-date, and you shall be liable in damages accordingly for any costs or losses suffered by ECF Operator or any of its directors as a result of any such non-compliance or alleged non-compliance.
You agree to notify us should any of the details which you have provided to us have changed. This is particularly important for any change in email address, as email is the principal medium of communication from ECF Operator to you.
You must inform us as soon as reasonably practicable if you cease to be eligible to be a Member or an Investor. If that happens, your membership will be suspended in accordance with Clause 11.3 (Suspension). If you later become eligible to be an Investor and inform us of this, your membership may be reinstated.
Upon execution of this Agreement, you will become an Investor under the Platform, and you will remain an Investor until and unless your membership is terminated or suspended in accordance with Clause 12 (Terminations of Platform Access and Agreement).
In becoming an Investor, you confirm that we have not solicited for your membership or your investment and that you have visited this Platform at your own volition.
If and to the extent that you make an investment through the Platform, you are our client, and we will treat you as our client for all purposes related to the particular investment.
We do not provide advice with respect to any aspect of transactions conducted through the Platform, other than advice on the technical use of the Platform. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with your membership or any investments you make through the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute advice. If you need or want advice, you should consult an appropriate professional financial, legal, taxation or other adviser.
In executing this Agreement, you agree that all of the activities that we conduct with you take place within Malaysia, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of Malaysia and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us in any circumstances must be sought under Malaysia law.
However, you agree to comply with all relevant laws and regulations that may apply to your use of this Platform i n any jurisdiction in which you may be located.
Your interactions with us and with other Members under the Platform will take place almost entirely through the Platform. As an Investor, you will use the Platform to view Offers, to interact with the Issuers via private messaging tool on the Platform, and/ or make investments.
There are certain exceptions where we may interact with you, or you may interact with other Members, via direct email, telephone or in person, but in general you should expect that you will not be able to communicate with us or with other Members via any means other than the Platform. If you are uncomfortable using the Platform for these interactions, you should not execute this Agreement and become a Member.
Should you have any enquiries or wish to lodge any complaint, please contact us by filling up our online contact form at https://leet.capital/contact.
All complaints will be handled directly by our Analyst or by the Responsible Person depending on the severity scale of such complaints.
If you become an Investor, upon logging onto the Platform you will be able to view the Issuers available for investment. You will initially see summary information about the Issuers that are currently seeking capital through the Platform, and we refer to this information as the "Deal Table".
You can click through any Deal Table to see additional information about the Issuer, which we refer to as the “Deal Details” The Deal details is the information upon which you will make an investment decision with respect to the Issuer. All Offers (including a Deal Table and a Deal Details) on the Platform are created by the Platform based on the source documents and disclosures provided by the by the relevant Issuer.
As an Investor, the Offers available to you may be subject to your Investor’s category level as provided in Clause 4.2 (Investment Category) depending on the threshold of permitted investment limits allowed by the SC’s Guidelines from time to time.
We have reviewed every Offer that you see on the Platform and to be approved in accordance with our obligations under the SC’s Guidelines namely to verify such disclosures by the Issuer for accuracy to be made accessible to Investors on our Platform.
Our approval of an Offer, as described in Clause 7.3 above, does not mean that we are recommending that you make an investment in the Issuer, that we believe the Issuer is likely to be successful or that we take any responsibility or will in any way be liable to you if the Issuer is not successful.
The investment decision with respect to any investment through the Platform is yours and yours alone. Other than what is contained in the Offer, we have not reviewed or approved any information about the Issuer, including any information discussed in the Q&A section that accompanies an Issuer’s Offer or on websites that are linked to from the Offer (such as, without limitation, the website for the Issuer or the social media profiles of entrepreneurs or of the Issuer itself), and you may not rely on any such information in making your investment decision.
Offers are presented on the Platform in order for you to make your investment decisions and not for any other purpose. You may not use it in any way:
The SC requires the Issuer to be a private limited company or a limited liability partnership or venture capital company. As Investors are numerous, all Investors who are investing in an Issuer will be:
After reviewing an Offer, you may choose to make an investment in the Issuer by clicking on the appropriate button and you will be asked to indicate how much you would like to invest.
In the event that you pass our compliance and KYC verification you shall make payment for your investment immediately via an online payment solution which payment method and trust account details shall be available on the Platform.
In the event that you fail to do so in due time, you will be deemed not to have made any investment.
In the event that the Offer does not proceed or such investment/ Offer is cancelled:
The cooling-off period is six (6) Business Days from the day of the closing of a successful Offer.
During the cooling-off period:
The following will constitute a Material Adverse Change:
As an Investor, you hereby agree and acknowledges that ECF Operator has the sole and absolute discretion to determine whether a “Material Adverse Change” as described in this Clause has been constituted.
In the event of a Material Adverse Change, the Investors will be given an opt-out option within ten (10) calendar days from the day that the Investor receives email notification from us of the event of Material Adverse Change.
If the Material Adverse Change:
the participating Investors will be immediately notified and the Offer period will be extended by ten (10) calendar days so that such affected Investors would be able to provide their feedback as to whether they wish to proceed or withdraw from investing in such Offer. In the event that an investor does not object to such notification, the Investor is deemed to agree to continue investing in the relevant Offer.
For the avoidance of doubt, in the event we decide not to proceed with the fund raising, your investments will be refunded in accordance with Clause 7.8 (b).
The Completion will take place only after the following conditions have been satisfied:
Upon Completion, all the investment funds in the Trust Account will be released to the Issuer after the Trustee’s receipt of the written confirmation issued by ECF Operator in accordance with terms and conditions of the Custodian Agreement.
As an Investor, you hereby agree and acknowledge that the responsibility to ensure completion and execution of investment / transaction documents as described in this Agreement shall be the sole responsibility of the Issuer. ECF Operator may, at its sole and absolute discretion assist the Issuer in view of facilitating the completion of the transaction from time to time.
Maintenance of the investment limit as described in the table set out in Clause 4.2 (Investment Category) is the sole responsibility of the Investor.
Subject to the investment limit, you may invest multiple times in the same business if you so choose. In order to do so, you will need to repeat the process described above.
Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility, and save as required by Malaysian law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability.
As an Investor, you may be entitled to certain dividends in an Issuer in accordance with the terms of investments entered into between you and the said Issuer. Please note that any declaration of dividends by the said Issuer will trigger the statutory requirements under the Companies Act 2016 among others the directors of the Issuer are therefore required to prepare solvency statement and to procure relevant approvals from the Issuer’s directors and shareholders (as applicable) as further set out in the Companies Act 2016 and the relevant shareholders agreement.
The fees which may be applicable to the Members are set forth in the Fee section of the website.
We reserve the right to amend this fee schedule and its contents at any time. In the event of a materially new service or product line, we will inform you through the Platform or by email.
For the avoidance of doubt, any fund, payment or fee made to ECF Operator in foreign currency (i.e. any currency other than Malaysian Ringgit) will be converted to such amount that is required to be paid in Malaysian Ringgit at whichever prevailing exchange rate of ECF Operator's or the Trustee's bank on the day of actual transfer – and therefore you may potentially pay more, or less, in your foreign currency on the day of actual transfer. Any payment that is required to be refunded to you will be converted from Malaysian Ringgit to its original foreign currency based on the prevailing exchange rate of the escrow bank on the same day of transfer – and there is therefore no assurance that you will receive the same amount of foreign currency than what you have initially spent.
Acting as an Issuer does not preclude you from also acting as an Investor, either contemporaneously or at a different time. In the event that you choose to act both as an Investor and as an Issuer, the provisions of this Agreement apply to you to the extent that you are acting as an Investor, and the provisions of the Membership Agreement for Issuer will apply to you to the extent that you are acting as an Issuer.
If you no longer wish to be a Member of the Platform, you may terminate your membership at any time by notifying us pursuant to the notification process set forth in Clause 20.1.
We may terminate your membership at any time and for any reason or no reason. Matters of concern include the following:
If you send us information pursuant to Clause 4.7 (Ceases to be Eligible) that states or leads us to believe that you are no longer eligible to be a member of this Platform, we may suspend your membership until we determine that you are again eligible to be a member of the Platform.
If your membership is terminated pursuant to Clause 11.1 (Termination by You) or Clause 11.2 (Termination by Us) or is suspended pursuant to Clause 11.3 (Suspension), you will no longer be able to make investments through the platform, and we will not be liable to you for any losses, damages or costs arising from such termination or suspension.
If we receive proof of your death that is satisfactory to us, we will terminate your membership pursuant to Clause 11.2 (Termination by Us). If at such time you still have investments through the Platform, we will handle them as set forth in the relevant Constitution of the respective Issue r.
If your membership is terminated:
Notwithstanding Clause 12.1 (Termination upon Conclusion of Activities), there are circumstances in which we may terminate your access to the Platform even if you still have investments under the Platform. These circumstances may include your using the Platform in any way:
Upon termination of your access to the Platform pursuant to Clause 12.1 (Termination upon Conclusion of Activities) or 12.2 (Termination for Malfeasance), this Agreement shall terminate, and neither you nor we shall continue to be bound by its provisions other than those provisions that survive termination pursuant to Clause 19.7.
You are agreeable to the terms of our Privacy Notice as set out in [ insert link]. You also agree that we can disclose your personal data to any Issuer in which you have invested or agreed to invest through the Platform and other parties as set out in our Privacy Notice. As set out in our Privacy Notice, we may from time to time need to disclose personal data about you to government agencies, including potentially the SC and the Central Bank of Malaysia.
In addition to the information set forth in each Offer, we may provide on the Platform information about investing in or operating early-stage businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as “additional information”. None of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, and up-to-date or error free and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to their websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.
From time to time we may send you emails with information about activity on the Platform, including new Offers and the progress of existing ones.
Any emails we send you about activity on the Platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, our business, this Agreement or other matters that we reasonably believe are relevant to you. As an Investor, you may subscribe to our periodical newsletter via email or applicable social media channel as the case may be including Whatsapp broadcast channel, to receive regular updates on upcoming deals / or campaigns that we offer from time to time.
In accordance with legal and regulatory requirements, we will retain the records relevant to your membership and any activity you conducted on the Platform for a minimum period of seven (7) years following the termination of your membership pursuant to Clause 12 (Terminations of Platform Access and Agreement). This period may be extended or reduced by force of law, regulatory requirement or by the mutual consent of you and us.
The records of the Platform kept by us shall be conclusive evidence of the facts and matters they purport to record.
We will notify you as soon as possible after we have taken a decision to cease to trade, and at that stage all active Offers will be terminated and any amounts contained in the Account will be returned to your nominated account without any interest and after deduction of any transaction fee(s) and/ or exchange rate loss. The shares/ interests in which you have invested will be handled as set forth in the relevant Constitution of the respective Issuer.
You shall be liable to us for any loss or damage suffered by us as a result of any breach of this Agreement or any other agreement which you enter into with us, or of any use of the Pl atform that is fraudulent or represents wilful misconduct.
We may assign, novate, transfer or delegate any or all of our obligations or rights under this Agreement to any person, provided that (a) the approval of SC (if required) has been obtained or the notification to SC (if required) has been made; and (b) we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the Platform to any person to whom we assign, transfer or delegate our obligations or rights.
Your membership under this Platform is personal to you, and therefore none of your right or obligation in connection with your membership or your activities on the Platform can be assigned, novated, transferred or delegated to any other person, unless otherwise provided in this Agreement and other agreements you enter with us. Any attempt to, transfer, assign or delegate any of your rights or obligations in contravention of this clause shall be null and void.
This Agreement shall not be construed so as:
No failure or delay by you or us in exercising any of our rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
Except as set forth in Clause 3.2 (Relationship to Other Agreements), this Agreement contains the entire agreement between you and us, and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set for therein. You and we acknowledge that, in entering into this Agreement, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement.
You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and execution of this Agreement and any associated documentation shall be borne by you and us respectively.
All disclaimers, indemnities and exclusions in this Agreement shall survive termination of the Agreement for any reason.
Time shall be of the essence in relation to all matters arising under or pursuant to this Agreement.
We shall not be in breach of this Agreement if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of Malaysia. The Courts of Malaysia shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.
Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms of this Agreement, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.
By signing up as an Investor on the Platform and by continuing to have an Investor account on the Platform, you acknowledge that you have read, understand, and agree to this Investor Agreement. This Agreement shall be deemed duly executed and shall be effective and binding upon you as an Investor.
Any notice from you to us in respect of this Agreement, your membership or your activities on the Platform shall be given by email to support@leet.capital except where this Agreement or another Platform Agreement that you execute sets f orth alternate means by which you must give us notice.
Any notice from us to you in respect of this Agreement, your membership or your activities on the Platform may be given either through the Platform, by email to the address set forth in your profile.
Notices given pursuant to this clause through the Platform or by email shall be deemed received by the recipient upon despatch. In the event that you give us notice by means other than those set forth in Clause 21.1 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.
All notices given under this Agreement shall be in the English language.
The parties shall at all times keep confidential (and to procure that where applicable, its respective directors, officers, employees, agents and advisers keep confidential) the date and nature of this agreement, any confidential information relating to this Agreement and/or all other documents relating to or in connection therewith (“Confidential Information”) and shall not disclose such information to any other party without the prior written consent of the other parties, save and except:
You hereby warrant and undertake that you are not and have not been engaged, directly or indirectly, in any transaction that involves proceeds of any unlawful activity and always in compliance with anti-money laundering rules and regulations in Malaysia (including the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and Guidelines on Implementation of Targeted Financial Sanctions Relating to Proliferation Financing for Capital Market Intermediaries ).
Last Updated on 4 January 2020
By investing in equity crowdfunding, you will be investing into early-stage companies, which carries a huge risk as they may or may not do well.
As an investor, you may lose all of your investment and may not be able to sell any investment you purchase due to illiquidity.
You are advised to spread your risks by diversifying your portfolio across different asset classes. We strongly advise that you seek independent advice and conduct your own due diligence and research before you decide to invest.
For more information, read our Warning Statement.