ISSUER DISCLOSURE STATEMENT
- FBM CROWDTECH SDN. BHD. is a private limited company registered in Malaysia and is authorised and regulated by the Securities Commission Malaysia (“SC”) to operate an Equity Crowd Funding (“ECF”) on Alixco ECF
- FBM CROWDTECH SDN. BHD. and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (“FBMC”= Alixco or the “Company” or “We/Our/Us”) provides its services for Users in respect of operating ECF platform, web-hosting to facilitate ECF activity and/or other ancillary or support service to facilitate ECF activity (“Purpose”), subject to the following Terms of Service (the “Terms”) stated herein.
- This Issuer Disclosure Statement (“Investor Statement”) must be read together with our Terms of Service and any other documents referred to therein, which serves also as a notice to inform you of your rights and obligation as an Issuer as well as to set out the basis of our limitation, when you access or use our Services or interact with us.
- The following are the fundraising limit applicable to Issuer hosted on Alixco:
1. Issuer can only raise up to RM3million within a 12-month period, irrespective of the number of projects an issuer may seek funding for during the 12-month period and
2. Issuer can only utilize Alixco to raise a maximum amount of RM 20 million, excluding the Issuer’s own capital contribution or any funding obtained through private placement exercise.
- ISSUERS’ OBLIGATIONS
The Issuers hereby agrees to:
- Complete an application form to access and use our Services in terms and manner satisfactory to Alixco, such form are to include but not limited to the following prescribed information in all cases:
- Issuer company name and registration number;
- registered office and business addresses of Issuer;
- complete list of all Issuer officers (directors, secretary and accountant/auditor);
- complete, share capital table on a fully diluted basis to include, without limitation, a list of all Issuer shareholders (legal and beneficial owners); option holders; convertible debt and equity; warrants; and any other rights to share ownership;
- details of the share classes and ownership of the Issuer, including details of the fully diluted share capital of Issuer, including all share options; warrants; convertible debt or any other convertible; and any other right to acquire shares; confirmation that all existing shareholders are either not subject to pre-emption or have agreed to waive pre-emption in relation to the share issue following FBMC fundraise;
- Details of any pre-existing shareholder agreement or ancillary documents;
- A complete list of all holding companies and subsidiary companies (as defined in the Companies Act 1965) of Issuer;
- Such further information and/or documents as Alixco may require in order to effect regulatory compliant anti-money laundering identification and other checks; and
- A purpose statement and target for the fundraising to be sought by the Issuer through its listing with Alixco
- Prepare all Alixco required information in such form as Alixco may require to facilitate the establishment of an Issuer specific sub-site within the Services (referred to as the Issuer's "Campaign"). Such information shall include but without being limited to the following:
- A description of the Issuer's investment proposition;
- Issuer 3 years business plan, including financial forecasts as appropriate;
- Financial Information of the Issuer as follows:
- For Campaign target below RM300,000 – certified financial statement/Iinformation by the Issuer’s management as appropriate and required;
- For Campaign target between RM300,000 – RM500,000 – audited financial statement of issuer (where issuer has been established for at least 12 months);
- For Campaign target between RM300,000 – RM500,000 – where audited financial statement of Issuer is unavailable, a certified financial statement/information by the Issuer’s management; or
- For Campaign target above RM500,000 – audited financial statement.
- An outline of any existing or proposed arrangements relating to the Issuer's share capital or rights therein that may impact the investment proposition and details of any obligations of the Issuer dependent upon realisation of the Issuer's shares or similar exit;
- Details of the equity offered, the types of shares available, the minimum and/or maximum investment required or specific investment requirements for each type of share, and an indication of the number of shares per RM1 of investment;
- Modified provisions of the Company's Articles of Association or shareholders' agreement currently in place or envisaged;
- The Investor Disclosure Statement provided by Alixco;
- The risk warning provided by Alixco; and
- Such other information as Alixco may reasonably require from time to time;
- Pay, without deduction, deferment or set off, to Alixco any and all fees, and charges as separately notified to the Issuer by Alixco immediately as soon as the same become due for payment pursuant to Clause 6 herein.
- Endeavor to the best of its ability and devote such time and attention as is reasonably and commercially necessary to ensure a successful fundraise for its Campaign.
- Adopt, Amend and/or Vary Issuer’s Memorandum of Association and/or Article of Association (“Constitution Documents”) in such form as Alixco may from time to time agree or such other terms of which have been disclosed to Investors and are acceptable to Alixco, to enable the requisite shares to be offered Investor who apply to become shareholders of the Issuer
- Pass, sign and/or adopt any documentation in such form as Alixco may from time to time require to facilitate the issuing of shares to Investor(s) who apply to become shareholders of the Issuer
- Inform its current shareholders of the proposed transaction in accordance with its current Articles of Association and/or shareholders' agreement, and ensure that any necessary consents to the Campaign and the proposed transaction are obtained in advance including pre-emption waivers
- Agree to the use by Alixco and license to Alixco, all Issuer trade names, trademarks, logos and/or other intellectual property of or licensed to the Issuer as reasonably necessary and/or desirable for the purposes of facilitating the Campaign or for the general purposes of the promotion of Alixco or the Services, and indemnify and hold Alixco harmless from any loss, liability, cost or expense resulting from Alixco's use of the same
- Enter into an arrangement with a third party (if necessary) to provide for the transfer of monies from Investors to the Issuer. For the avoidance of doubt, Issuer agrees that Alixco is not liable for the actions of the third party payment provider or for any chargebacks from Investors
- Consider with its board of directors engaging appropriate independent professional advisors to advise the Issuer on raising investment via the Alixco platform. Such engagement shall be a matter for each Issuer. Alixco shall have no obligation to ensure the Issuer receives professional advice nor liability to the Issuer 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
- Until expiry of the Campaign Period, not to directly or indirectly, in connection with any securities to be made available to Investor of Alixco through the Services, permit any offer and/or invitation of such securities to persons who are not Alixco's Investor or permit the communication of any invitation, offer or inducement to engage in investment activity to any such person whether on a third party website or other ECF platform or otherwise and the Issuer shall indemnify and hold Alixco harmless from any loss, liability, cost or expense as a result of the above action
- Arrange for those persons who made an offer and apply to become shareholders of the Issuer, in cooperation with the Issuer's shareholders, to be issued with shares in the Issuer on the terms of the Articles of Association or Shareholders Agreement, subject to receipt of the Subscription Price (as defined herein) by the Issuer upon completion of such arrangements
- Ensure that any disclosure materials disseminated by Issuer comply with applicable law and regulation, including displaying risk warnings and such disclosure materials are approved in advance by Alixco before they are published and
- Not market or otherwise offer/invite investment opportunities available on Alixco to any Investors in countries where such an offer would be unlawful or where such an offer may require Issuer to carry out any regulatory requirements, such as registering the Issuer or securities offered under securities laws. This restriction includes not offering, inviting or soliciting shares in jurisdiction restricted under the law. Issuer does not hold Alixco liable for any liability or regulatory burden arising in any such country outside of Malaysia as a result of Issuer’s shares being made available on Alixco or any marketing activities of Issuer or Alixco in relation to such securities.
The Issuer shall not:
- In any manner whatsoever, manipulate a Campaign, which include adding and removing investment which is not intended to be paid up
- During the period and/or duration that the Campaign is being prepared or while a Campaign is live, list a Campaign (or any other acts similar thereto) on another ECF site or raise any other investment, other than with the prior written consent of Alixco
- Promote or market the Campaign or the investment opportunity in the Issuer to anyone in a country where it would be illegal to make such an investment or to market such an investment opportunity.
- 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 members about the investment opportunity or offer or otherwise solicit investment from Alixco Investors, unless such Alixco Investors have independently requested further information from Issuer without solicitation from Issuer, and at all times Issuer shall act in accordance with applicable law and regulation, including in relation to personal data protection and company law. In such circumstances, Issuer shall cease to contact, invite or offer investment opportunities to any Alixco Investors immediately without any further notice by Alixco. Issuer shall notify Alixco prior to accepting any investment from Alixco Investors who have been introduced by Alixco and shall pay Alixco the commission on monies raised from such Alixco Investors during the 12 months following cancellation of a Campaign within 15 days of receipt of an invoice from Alixco. Such fee is not payable where Issuer has written evidence that the Alixco Investor was already known to Issuer and was not only introduced by Alixco.
- FBMC'S OBLIGATIONS
- Subject to clause 4.2 below, Alixco shall:
1. as reasonably and commercially viable to make the Services available to the Issuer for the purposes of the Campaign and the fundraising for which the Campaign is intended
2. as far as reasonably and commercially viable to ensure that the Investors is notified and informed that the Issuer’s Campaign is active by means of listing the Campaign on the Services and by communicating the Campaign to the Investors through any method permitted under applicable law
3. on completion of the fundraising through the Campaign, send a six (6) working day confirmation email to the Investors seeking confirmation of their orders and co-ordinate the same and
4. liaise with the Issuer and any relevant third parties with a view to ensuring the transfer of funds from Investors to the Issuer pursuant to Clause 6.7 herein.
- Alixco is under no obligation to list Issuer’s Campaign on the Services and may reject a Campaign at Alixco’s sole absolute discretion. Alixco may also suspend a Campaign in it’s discretion at no cost for breach of any Issuer’s obligation or for any other reasons without any notice to the Issuer. Fees shall not be payable by Issuer to Alixco where a Campaign is rejected or removed by Alixco or unsuccessful, unless Issuer is in breach of this Issuer Statement.
- Alixco reserves the right to recommend the use of a specific professional advisor to the Issuer, and under such circumstances the Issuer acknowledges and understand that Alixco shall have no liability in relation to or involvement in the engagement of such advisor by the Issuer, and such relationship will be governed by the terms of engagement between the advisor and the Issuer. Alixco has no responsibility nor obligation to ensure the Issuer takes professional advice or liable to the Issuer for any loss or damage for taking such advice or otherwise.
- MAKING AN INVESTMENT
- 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:
- the Issuer reaching its target investment amount (including any overfunding) as set out in its Campaign
- the date upon which the Issuer terminates its Campaign in accordance with the terms and conditions applicable to use our Services.
- Subject to clause 5.3 below, if the Campaign is successful, when the Investor places an order to subscribe for shares 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.
- 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.
- If a Campaign is successful, the Issuer will instruct Alixco to circulate a copy of the Issuer's proposed Articles of Association, Shareholders Agreement and/or other 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.
- 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.
- 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, and the Investors may still be required to purchase the shares they ordered, provided that the level of investment received by the Issuer is at least 90% of the target investment as set out in its Campaign. If the Issuer ultimately attains less than 90% 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. The Issuer consents to Alixco releasing such information as is reasonably necessary, to the Investors and to communicate with them to allow cancellation of investments and such return of the Subscription Price.
- The Issuer acknowledges that it does not rely upon any advice, representations or requirements of Alixco in relation to the Campaign, and acknowledges that it is solely responsible for the Campaign complying with all applicable laws and regulations. The Issuer further acknowledges that Alixco is an independent organisation, and does not act as agent or representative of the Issuer or any Investor. The Issuer also acknowledges that it must seek independent advice should it have any legal, financial, regulatory or other concerns about the Campaign.
- The Issuer agrees to adhere to all reasonable requirements in relation to the investment process laid down by Alixco from time to time in respect of regulatory and/or legal compliance in relation to the investment process and the Campaign, and shall provide all information and documentation that FBMC requires from time to time to ensure such compliance.
- Issuer must ensure that information contained within the Campaign that contains an suggestion of Issuer past performance meets the following conditions:
- the suggestion is not the most prominent feature of the communication;
- the reference period and the source of information are clearly stated; and
- a visible and noticeable warning that the figures and/or suggestion which refer to the past performance is not a reliable indicator of future performance.
- The Issuer must ensure that information contained within the Campaign that contains an indication of future performance satisfies the following conditions:
- it is based on reasonable assumptions supported by objective data;
- it is not based on and does not refer to simulated past performance; and
- it contains a prominent warning that such forecasts are not a reliable indicator of future performance.
- The Issuer undertakes, warrants and represents that all information, content, images, documents and/or any other materials that are included on the Campaign or made available through the Campaign, including in the forum (discussion, thread or conversation), downloads and/or updates are true, accurate and not misleading, do not breach any laws or regulations, do not infringe the rights of any third party, including, without limitation, not being defamatory or unjustifiably embarrassing to any person; not invading third party privacy and not infringing any third party intellectual property rights and that the same are otherwise a clear and fair representation of the Issuer.
- The Issuer shall ensure that the Campaign contains adequate risk warnings concerning the Investment, and should not include any emphasis of any benefits to the Investor without a fair and visible indication of the relevant risks in the Investment.
- The Issuer acknowledges that Alixco shall review and conduct due diligence (if necessary) on the information to be published on the Campaign prior to the Campaign going live.
- The Issuer agrees that it alone shall bear all responsibility for the content of the Campaign and shall indemnify and hold Alixco harmless from any loss, damages, liability, cost or expense resulting directly or indirectly from the same.
- The Issuer is also responsible to ensure that the information on the Campaign are kept up to date, and shall ensure that any relevant updates are adequately communicated to current and prospective Investors either through the forum, the Campaign, the six (6) working day confirmation email or otherwise.
- WARRANTY, REGULATION AND LIABILITY
- The Issuer, acknowledges and accepts that the Website includes a forum which is intended as a service to put Issuer in contact with Investors, and that Alixco 's due diligence of the Issuer and the content of their Campaign is limited. Although Alixco as far as commercially viable will conduct due diligence to ensure the truthfulness of the content on the Campaign, it makes no warranties or representations and assumes no liability in respect of the Issuer or the truthfulness of the content of their Campaign.
- The Issuer warrants, represents and undertakes that:
- it shall comply with any terms and conditions associated with the use of the forums on the Services, and acknowledges that FBMC will in its absolute discretion have the power to determine whether any posts breach this Clause.
- all information disclosed to Alixco, Investor and site users is true, accurate, not misleading and does not infringe any laws, regulations or the rights of any third party, including intellectual property rights;
- any opinion or intention expressed by the Issuer to Alixco, Investors or on the Campaign, is made after careful consideration, deliberation, professional advise and is fair and made on reasonable grounds;
- The Issuer has the right and power to enter into this Agreement and to offer the investment opportunity on FBMC and entering into this Agreement will not contravene, breach or conflict with the Issuer’s constitutional documents or any agreement binding on it with a shareholder, lender or otherwise;
- no litigation, arbitration or administrative proceedings are taking place, pending, or to the Issuer’s knowledge, threatened against it, any of its directors or any of its assets;
- the Issuer has disclosed its fully diluted share capital and that any valuation and equity offered reflects the fully diluted share capital of the company and that this will not change until completion of the funding and issue of shares;
- the Issuer has obtained consent or waiver from any and all existing shareholders who have pre-emption rights for the Issuer to carry out this fundraising and proposed share issue; and
- the Issuer is the sole legal and beneficial owner and has good, valid and marketable title on all its assets including but not limited to any intellectual property utilized by the Issuer in its business.
- the Issuer is solvent and able to pay all debts as well as no wingding-up petition or threat for winding up against Issuer
- no director of Issuer has any criminal conviction or criminal proceedings against him or her and no director is subject to bankruptcy proceedings or is a declared bankrupt.
- Alixco has no liability for and does not guarantee successful investment in the Issuer Company as a result of a Campaign on the Alixco website. Alixco has no responsibility for Investors who does not proceed with investment before or following the Cooling Off Period. Issuer acknowledges that the purchase of shares is an agreement between Issuer and Investors and that Alixco is not a party to this Agreement and cannot enforce payment by Investors.
- The Issuer acknowledges and understands that the approval of the Campaign by Alixco is not an indication of endorsement of the Campaign generally and does not indicate that Alixco advises investment in the Campaign, and the Issuer confirms that it shall take no inference from or make any reference to the same.
- Alixco’s entire liability under this Agreement is limited to the amount of fees received by Alixco hereunder. In no circumstances shall FBMC be liable in contract, tort (including negligence), pre-contract or other representations (including fraudulent or negligent misrepresentations) or otherwise under this Agreement for: (a) any losses (including loss of revenues, profits, contracts, business or anticipated savings); or (b) any indirect or consequential losses; whether or not such losses were known to the parties at the commencement of this Agreement.
- Subject to Clause 11.3 herein, the agreement constituted by these terms between Alixco and the Issuer shall be terminated and ceased to be effective forthwith upon:
- the Issuer serving 7 days’ written notice on Alixco at Alixco’s registered office confirming such termination, without prejudicing Alixco rights to claim for any loss or damages suffered as a resuly of such termination; or
- the Issuer achieving the raising of committed funds from Investors to the target level provided to Alixco by the Issuer and in consequence the issue of shares to Investor and the conclusion of all other arrangements relating to the relevant investment as provided herein.
- Alixco may terminate this agreement at any time in the event that:
- Alixco determines that the Issuer has breached Issuer Agreement and/or any other applicable terms;
- Alixco suspects that the officers of the Issuer have been involved in any criminal activities;
- the Issuer becomes insolvent; or
- on the service of 7 days' written notice to the Issuer.
- If an Issuer has an outstanding or incomplete order for investment from Investors which has not been resolved in accordance with clause 5, the Issuer may only terminate this Agreement if it has firstly served written notice by email on Alixco and secondly, has withdrawn its Pitch from the Website. If a 7 working day confirmation email has been issued, the Issuer may only terminate this Agreement if the 7 working day email has not yet expired and the Issuer has instructed Alixco to communicate a cancellation to all potential Investors.
- As soon as the Cooling Off Period expires, a formal contract has been created between the Issuer and the Investor for the issue of shares on such terms as are agreed with the relevant Investors and the Issuer is bound to complete the share issue, and FBMC shall have no further obligations or involvement in the investment or the Issuer.
- COMMUNICATION & COMPLAIN
- Issuer may address any communication or complaint to us in writing at:
Attention: [insert position]
Mailing Address: [insert address]
Email: [insert email]
Phone: [insert number]
- Any communication or complaint shall be deemed to have been received if delivered by hand, on signature of a Acknowledgement Receipt (AR), or if sent by email, at 9.00 am on the next working day after transmission, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
- All complaints will be referred to our oversight body, which consists of our Member of Board of Directors, Chief Executive Officer, and/or such person(s) deemed appropriate by Alixco to be part of the oversight body.
- If Issuer remains dissatisfied with our response to their complaint, they may refer the dispute to SC by contacting:
Investor Affairs & Complaints Department
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991
- If the dispute remains unresolved, the parties may choose to settle the dispute through mediation or arbitration administered by the Kuala Lumpur Regional Centre for Arbitration before bringing the matter to Court of appropriate jurisdiction.
- CANCELLATION AND SUSPENSION
- FBMC has the sole discretion to suspend or cancel the provision of services under this agreement, including either by not listing a Campaign on the Services or removing or suspending a Campaign from the Services in the event that in Alixco’s opinion, the Issuer:
- Is not or may not be operating in compliance with any applicable laws or regulations;
- if the Campaign and documentation provided by the Issuer means that Alixco cannot approve the Campaign; or
- the Issuer is in breach of the terms of this Issuer Agreement and/or any other applicable terms and conditions.