This Investor Agreement ("Agreement") is made between:
CrowdPlus Sdn Bhd, a private company limited by shares incorporated under the Companies Act 1965 of Malaysia with its business address at B-3A-05, Plaza Mont’ Kiara, No. 2, Jalan Kiara, Mont’ Kiara 50480, Kuala Lumpur, Malaysia (“the Company, we, our or us”);
You, being an individual or a body corporate ("Investor” or “you"), who wishes to consider investing in an Issuer (defined hereunder) by subscription of shares in response to an Offer (defined hereunder) published on the Website (defined hereunder).
This Agreement constitutes a binding contract between the Company and you as an investor. This Agreement shall be effective when you tick a box confirming that you have read and understood the terms and conditions and agree to be bound by the terms of this Agreement.
In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth opposite such expressions:-
Foreign Investor - means Investor who accesses an Offer from outside Malaysia or who is not a Malaysian citizen;
Issuer - means a person who is hosted on the Website to make an Offer;
Offer - means invitation or offer to subscribe or bid for shares in an Issuer through the Website;
Offer Materials - means all information relating to Offer and Issuer, including but not limited to the ownership and management structure, assets and liabilities, profitability, business plan and any other relevant information published on the Website;
Offer Period - means the period of time when Offer is listed on the Website and open to the Investors for bidding;
SC - means Securities Commission Malaysia;
Share Payment - means payment of money for the share subscription in response to an Offer; and
Website - means www.crowdplus.asia and/or direct sub-domains, subpages, redirected sub-domains, subpages and any other web display pages directly and indirectly correlated to crowdplus.asia.
The headings in this Agreement are inserted for convenience of reference only and shall not be taken, read and construed as essential parts of this Agreement.
All references to provisions of statutes include such provisions as modified, re-certified or re-enacted. All references to this Agreement include this Agreement as amended or modified;
All references to:-
the singular includes the plural and vice versa;
a gender includes all genders;
a date or time of day is a reference to the Malaysian time; and
business day shall mean a day (excluding Saturdays, Sundays and public holidays) on which government offices and banks are open for business in Kuala Lumpur or Selangor.
We are required by law to disclose to you various information relating to equity crowdfunding and our services made available through the Website. The information in this Agreement is not exhaustive and you must also read the following documents which are available on our Website:
Our Terms and Conditions, which can be found at Here
Our Privacy Notice, which can be found at Here
Other useful information can be found at our FAQ webpage at Here
Individual Investors must be at least 18 years old.
We do not impose any minimum net worth, earnings or other financial thresholds to be met, although the service is designed for those Investors who are financially aware and who can absorb losses in light of the risky nature of investments in the Issuers. SC has imposed certain investment limits depending on the category of investors and the investment limits are as set out herein below.
In order to be eligible to make investments in the Issuers through the Website, Investors must apply and be accepted as a member by the Company.
To become a member:
1. Investors will need to sign up through the Website and be registered as a user. Once we have verified your email address, you will be required to provide further information which may include personal and financial circumstances and relevant documents, for us to ascertain your eligibility in order to be registered as an Investor. Information that you will need to provide during the registration process, shall include but not limited to the following:
full name, and any previous names;
residential address (which need not be in Malaysia);
date of birth;
country of residence;
identity card and/or passport details; and
bank account details (in your own name / joint account holder).
2. Upon receipt of your personal information and relevant documents, we will undertake our internal verification process as part of our obligation and compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and other relevant regulations and guidelines. You may need to furnish further information in relation to the source of funds which you seek to invest either generally or in any particular Offer, upon our request at any time and from time to time.
We will notify you as to whether or not your registration to become an Investor is successful. We may, at its absolute discretion, decline to accept any registered user as an Investor without providing any reason.
Once you are successfully registered as an Investor, you will be able to view details of current Offers.
Our services and the Website are designed for persons who are residents in Malaysia. Foreign Investor is solely responsible for ensuring compliance with all laws in their country of residence or the country from which they may access the Website and the Company accepts no responsibility for any breach of such laws by the Foreign Investor.
Most overseas countries have securities laws which regulate the offering of financial products such as offering of shares to the public. No Offer is made through the Website or may be accepted by any Foreign Investor if to do so would constitute a breach of any foreign securities laws; and any such Offer or any subscription for or acquisition of shares as a result of such Offer will be void and of no effect in relation to that country and persons subject to its laws.
Each Investor, by accessing the Website (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 Website is accessed; a bid is made for an Offer; or any money is invested in the Issuer in response to the Offer, 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.
All Investors, whether Foreign Investors or otherwise, are strongly encouraged to seek professional advice as to their rights and obligations in relation to any Offer and in relation to any country where they may be a resident or from which the Website may be accessed.
You must notify us should any of the details or information 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 the Company to you.
We reserve the right to refuse, suspend or cancel your membership as an Investor at any time without providing any reason whatsoever if at any time we are concerned about any of the following:
where there is doubt as to whether you are at least 18 years old;
whether you have provided true and accurate information in relation to your personal details and all other dealings with us;
where the information provided by you cannot be verified or confirmed; or
the non-satisfactory result of our anti-money laundering and other legal compliance checks on you;
where you have the breached any of your obligations under this Agreement or the Terms and Conditions;
where there is doubt as to whether you are an undischarged bankrupt or being a body corporate, being wound up or liquidated; or
such other matter affect your eligibility as an Investor.
Our primary service is that we offer an equity crowdfunding platform whereby Issuers may raise capital on the Website through the subscription of shares by the Investors. Pursuant to the Terms and Conditions and Privacy Notice published on the Website, we may maintain a database of registered members who will receive information on the Offer.
Issuers seeking to raise capital may approach us, or they may be approached by us, with a prospect of them offering their shares through the Website to the Investors.
We undertake limited due diligence on each Issuer before publishing any Offers on the Website. The limited due diligence is implemented to ensure fit and properness of the Issuer’s board of directors, officers and controlling owner, to verify the business proposition of the Issuer, and to verify the legal viability of the Offer.
As part of our screening process, we will make certain basic investigations on the key individuals associated with the Issuer, being the directors, the persons identified as senior managers and/or founder(s) from the details provided by the Issuer (e.g. chief executives, and chief financial or operating officers), and any shareholders with significant shareholdings.
The investigations which we will carry out on directors, senior managers, founder(s) and individual shareholders including but not limited to the following:
a review of the CTOS/RAM report on the Issuer;
a review of the CTOS/RAM report on each individual director, member(s) of the senior management and individual shareholder; and
a check on our internal records to ascertain whether there was any previous involvement with us, including any prior capital raising exercise.
The investigations which we will undertake on the Issuer’s corporate shareholders (if any) include CTOS searches on its corporate shareholders in order to check the corporate status of the Issuer.
The following companies will not be allowed to make on Offer through the Website:
companies which have commercially or financially complex structures;
public listed companies and their subsidiaries;
companies with no specific business plan or its business plan is to merge or acquire an unidentified entity;
companies other than a microfund that propose to use the funds raised to provide loans or make investment in other entities;
companies other than a mircrofund with paid up share capital exceeding RM5 million;
any other type of entity that is specified by the SC; and
companies which have already been hosted on another equity crowdfunding platform in Malaysia.
If we identify any discrepancies or concerns when undergoing investigations and due diligence on the Issuer, we will raise them with the Issuer for explanation/clarification. If we are not satisfied with explanations provided or we form an adverse view of the Issuer, we will reject the Issuer’s application to use the Website to make Offers. Any decision to allow Offers for an Issuer to be listed on the Website following discovery of any information of concern as mentioned above is at the sole discretion of the Company.
In addition to the checks and due diligence on the Issuer, we will also undertake the review of the Issuer' business model, financial history and performance and the Issuer' capital needs, including the analysis in relation to the viability and likelihood of success of the Issuer’s business (with or without new capital). Our decision to publish the Offer by the Issuer on the Website must not be taken by any person as an indication of the merits of the Offer or our endorsement of the Offer.
We only perform preliminary assessments on the Issuers and to the extent permitted by law, owe no legal responsibility to Investors. We are not obliged to monitor the Issuer after proceeds are paid to the Issuer or in respect of the actual use of the proceeds received by the Issuer. The decision to commit to any investment is based on the Investor' independent assessment and made at the Investor' own risk.
We do not provide any warranty, promise or even any indication about the success or otherwise of the Issuers either in their ability to raise capital through our Website or as to their future prospects once they have received capital, or past, current or future financial, business or legal status or affairs of the Issuers, their stakeholders or industry.
You must read and understand the riskiness of investing through crowdfunding platforms such as ours. You also need to be aware that the searches and investigations carried out by the Company may be incomplete as government records may not be up to date and occasionally may not contain certain key information.
Investors do not need to pay any fees or charges to us in relation to any Offer or investment.
We reserve the right to introduce fees or charges payable by Investors. Any introduction of fees or charges payable by Investors will only be effective upon this Agreement being varied or revised in the manner provided herein.
Investors are not entitled to receive any interest or other return in respect of the moneys paid by them to us relating to any Offers, investment or deals on the Website. The Issuers shall be solely responsible for the payment of bank charges in relation to the establishment and operation of the trust account(s), the payment of credit card charges incurred as a result of settling of Share Payment by the Investors via the payment gateway or payment system available on the Website, together with any stamp duty payable and other fees incurred in connection with the execution of any legal documents with the Investors and/or trustee (if applicable) in respect of the subscription of shares by the Investors or trustee (if applicable) in the Issuer at the relevant time, unless otherwise varied or agreed in writing between the relevant parties.
Issuers will be required to pay a fee to us, typically at the following rates (subject to any future revision):
For targeted amount of RM1,000,000 or less successfully raised through the Website, a rate of 7% commission in cash or otherwise than in cash as may be agreed between parties; or
For targeted amount of more than RM1,000,000 successfully raised through the Website, a rate of 6% commission in cash or otherwise than in cash as may be agreed between parties.
Notwithstanding to the above, we reserve the right to vary the rates payable by the Issuers to the Company (on case-to-case basis) and the amount of fee we impose will be specified in the agreement between the Issuer and the Company and will be due and payable in the manner specified therein. We may charge the Issuer for any additional services requested by the Issuer. The scope of any such charges will be agreed with the Issuer before incurring such costs or charges. The additional services requested by the Issuer shall form part of the main services we offer to the Issuer under the Issuer Agreement.
It is important to note that all Offer Materials are prepared and provided by the respective Issuer. The Company makes no representation in relation to the accuracy or completeness of any information contained in the Offer Materials and gives no warranty to the Investors.
We rely on the Issuer to update any information relating to the Issuer or the Offer which ceases to be accurate and/or complete at any stage subsequent to the listing of the Offer on the Website.
Investors shall decide independently whether there has been sufficient or accurate disclosure prior to making any decision to invest. Pursuant to the SC Guidelines, the following capital raising limitation shall apply to any Issuer:
An Issuer can only raise up to RM3 million within a 12-month period, irrespective of the number of projects an Issuer may seek funding for during the 12-month period; and
An Issuer can only utilise the Website to raise a maximum amount of RM5 million, excluding the issuer' own capital contribution or any funding obtained through private placement exercise.
You need to make your own assessment and decision as to whether or not to proceed with the investment and the likelihood of any return of capital or profits, and conduct your own investigations on the Issuer which you deem appropriate. The Company will accept no liability whatsoever in regard to your decision to invest or not to invest, except to the extent imposed by law.
When an Issuer is ready to make its Offer to the Investors, the Company will arrange for the Offer Materials to be uploaded to the Website. Investors who have completed the investor registration process will be able to browse and review the Offer Materials. Investors may invest subject to the investment limits imposed by the SC as per the table below:
Sophisticated Investor - No restrictions on investment amount
Angel Investor - A maximum of RM500,000.00 within a 12-month period
Retail Investor - A maximum of RM5,000.00 per Issuer with a total amount of not more than RM50,000.00 within a 12-month period
”Sophisticated Investor” refers to one or more of the following:
An individual whose total net personal assets or total net joint assets with his or her spouse, exceed RM3,000,000.00, excluding the value of the individual’s primary residence;
An individual who has a gross annual income exceeding RM300,000.00 per annum in the preceding twelve months;
An individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000.00 per annum in the preceding twelve months;
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;
A corporation that is a public company under the Companies Act 1965 which is a trustee approved by the SC under the Capital Markets and Services Act 2007 and has assets under management exceeding RM10,000,000.00; or
A company with total net assets exceeding RM10,000,000.00 based on the last audited accounts of the company.
"Angel Investor" refers to an investor that is accredited by the Malaysian Business Angels Network (MBAN) as an angel investor.
"Retail Investor" refers to all other investors apart from Sophisticated Investor and Angel Investor.
Investors will be able to seek further information and ask questions of the Issuer through the forum on the Website. Issuers may also make themselves available for meetings with Investors, whether in person or by conference call or video conference. It is intended that all Investors proposing to invest in an Issuer generally have access to the same information and the same disclosure levels.
The Offers listed on the Website are open to the Investors for bidding during the Offer Period only. Each Offer will lapse upon the expiry date and time published on the Website and may be extended on the option of the Company upon serving a notice to the Investors before the expiry date. The Offer Period may be terminated earlier than the scheduled expiry date and time upon the occurrence of any of the following:
the Issuer has received bids amounting to its targeted amount of investment sought to be raised; or
the Issuer is required to withdraw its Offer from the Website if the Company becomes aware of matters adverse to the interests of the Investors.
The Offer terms will typically contain obligations about the timing of settling the Share Payment. After you have made your bid in response to an Offer on the Website, you will be directed to the payment page. Investors may select the following payment methods in respect of the Share Payment:
E-payment via MOL Pay or such other available payment system or payment gateway; or
Manual payment via cash or cheque deposit.
For Investors who wish to make their Share Payment utilising the E-payment via the available payment system or payment gateway, you will be required to confirm your bank account details and accept our refund policy. Once payment is confirmed, the Company will provide a transaction receipt to the Investor.
For manual payments, the Investor must transfer the Share Payment to the designated account of the Company within five (5) working days and email the bank-in slip to the Company at email@example.com. Once payment is confirmed, the Company will provide a transaction receipt to the Investor.
The moneys received from Investors will be held by the Company in a separate trust account maintained at a licensed financial institution operating in Malaysia. The moneys paid by you into the trust account will be released to the Issuer by the appointed trustee only when the following conditions have been satisfied:
the targeted amount sought to be raised by the Issuer has been met;
there is no Material Adverse Change relating to the Offer during the Offer Period;
the cooling-off period of ten (10) calendar days has expired; and
any other additional conditions in respect of the Offer imposed by the Company.
(collectively referred to as "Conditions").
For the purpose of item b above, "Material adverse change" means any of the following:
the discovery of a false or misleading statement in the Offer Materials;
the discovery of a material omission of information required to be included in the Offer Materials; or
there is a material change or development in the circumstances relating to the Offer and the Issuer.
At our discretion and depending on the circumstances of the Offer and where it is necessary and/or required under the laws, we will consider, to implement and undertake a trust structure whereby, a trustee to represent each Investor for this purpose and this specific Offer. In such a case, the Investor will become the beneficial owner and the trustee owes a fiduciary duty to the Investor to hold the shares on trust for the Investor and act in accordance with the trust deed that is to be signed between the Company, the trustee and/or each Investor (whichever applicable).
Investors who agree to subscribe for shares pursuant to an Offer must effect the subscription or acquisition of shares by ticking the box in the shares subscription form and/or such other subscription document which is displayed on the Website, agreeing and confirming, amongst others:
the details of the subscription of shares of the Issuer or subscription of shares in a trust established for the specific Offer, whichever is applicable; and
the execution of physical copies of the shareholders' agreement or trust deed, whichever is applicable, and such other documents so required to effect the subscription of shares.
The shares subscription form and/or such other subscription document will include important information in relation to your investment and the Offer which includes the commitment by you to invest the agreed amount in the Issuer (whether directly in the Issuer or through a trust established for the specific Offer, as the case may be) in exchange for the share subscription.
The shares subscription form is legally binding on each and every Investor once the Investor agrees to be bound by the terms and the Investor's offer to enter into a shareholders’ agreement or trust deed, whichever is applicable, has been accepted by the Issuer after the cooling-off period.
Once the Conditions have been fulfilled, the Issuer will be obliged to issue shares to you and the other Investors or the trustee (as the case may be) who have invested in the Issuer. The company secretary of the Issuer shall issue share certificates to the respective Investors or the trust established, as the case maybe, within fourteen (14) business days from the date of the fulfilment of the Conditions. The Investors and/or the trustee and the Issuer shall execute physical copies of the shareholders’ agreement or trust deed (as the case may be) in due course.
Upon the execution of the shareholders' agreement between the relevant parties, the moneys in the aforesaid trust account will be transferred to the Issuer. The amount so transferred to the Issuer will ordinarily be set-off against any fees and/or expenses then owing to the Company by the Issuer in relation to the services provided by the Company to the Issuer. These fees and expenses will be disclosed in the Offer Materials on the Website.
Should any Offer not proceed for any reason whatsoever, including where the targeted amount sought to be raised by the Issuer has not been achieved, or if your bid in response to the Offer is unsuccessful and not accepted, or if you withdraw your Share Payment made during the cooling-off period, the Company will, within fourteen (14) business days, return your Share Payment to you at the bank account details of which were provided by you, without any interest and after deduction of any transaction fees(s) and/or any exchange rate loss.
While bids for shares in an Issuer will typically be accepted in order of receipt of the complete bid together with the Share Payment, the Company and the Issuer has the sole discretion to select bids to accept based on various factors which we consider appropriate, and may take into account factors such as the targeted amount sought, limit in the number of shareholders in the Issuer, respective amounts bid for by Investors, withdrawals by Investors during the cooling-off period, level of any oversubscription etc.
If there is an oversubscription (that is, bids received are for aggregate amounts that exceed the maximum amount proposed to be raised) then the Company may either close the Offer immediately, increase the maximum amount proposed to be raised in consultation with the Issuer (if so provided under the terms of the Offer), or continue to receive bids that will be considered for acceptance or rejection after the cooling-off period.
The Company will be authorised to access the moneys paid by you and held in the trust account in accordance with the terms this Agreement.
Being an investor and investing through crowdfunding platforms such as the Website, you must understand the riskiness thereof and make your own assessment and decision as to whether or not to proceed with the investment.
You acknowledge and clearly aware that:
you should (a) conduct your own throughout research, investigation and analysis on the Issuer and all relevant information and documents provided; and (b) consult your own professional financial and legal advisers, to assess the merits and risks before committing in any investment;
the Issuers using the Website to raise funds are private start-up, early stage or small or medium sized companies. Investment in these types of businesses is relatively speculative and carries higher risks compared to other public securities offerings under Malaysian law;
Issuer’s performances are subject to risks and uncertainties that may cause actual events and the future results of the Issuer to be different from the anticipated performance. You are prepared to bear the economic and financial risks of losing your entire investment;
you may not be provided with all financial, business or other information of the Issuer which could be relevant for your investment decision, although believed to be reasonable;
Offer being made on the Website and registration of our platform with the SC shall not be regarded as merits indication or recommendation to participate in any investment;
your investment made through the Website will be illiquid as there is no public market for the shares of the issuer and you are unlikely to sell your shares until and unless the issuer is listed on the securities exchange market (including secondary market recognised by the Securities Commission of Malaysia) or is acquired by another company which may take a number of years from the time of your investment;
if the issuer raises additional capital at a later date, it may issue new shares to the new investors and thus the percentage of issuer’s shares that you owned may be diluted accordingly. The new shares may carry certain preferential rights to dividends, sale proceeds and others which may work to your disadvantage; and
all monetary transactions made through our platform shall be in Ringgit Malaysia (RM) unless specified otherwise. As such, if your investment herein is made through a non-RM denominated account, your investment amount may be different depending on the exchange rate of the day as set out by the relevant financial institutions. Any deficit or losses as a result of the fluctuation in exchange rate shall be at your own risk.
The Company, including any of its individual directors and shareholders, will disclose to public on the Website if –
it holds any controlling shares in any of the Issuers hosted on the Website; or
it pays any referrer or introducer, or receives payment in whatever form, including payment in the form of shares , in connection with an Issuer hosted on the Website.
Notwithstanding the above, the Company’s shareholding in any of the Issuers hosted on the Website shall not exceed 30%.
The Company are not and shall not provide any financial assistance to Investors to invest in shares of an Issuer hosted on the Website.
If there is any complaint, you may address the same to us by writing to us under the "Support" section of our Website.
Unresolved disputes will be referred to our oversight body which consists of our board of directors, Chief Executive Officer and such other person or persons deemed appropriate by the Company to be part of the oversight body.
If the Investor remains unsatisfied with our response to the complaint, you may refer the complaint to SC by contacting the Investor Affairs & Complaints Department, details of which are as follows:Investor Affairs & Complaints Department
If any dispute remains unresolved, the parties may endeavour to settle the dispute by mediation administered by the Kuala Lumpur Regional Centre for Arbitration before having recourse to litigation.
You agree to indemnify and hold harmless the Company, its officers and employees from and against any and all claims, losses, expenses, demands or liabilities arising out of or in connection with your breach of this Agreement, including solicitors’ fees and costs incurred by the Company defending against them.
Notice to us: Any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to us at firstname.lastname@example.org.
Notice to you: Any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to your email address; or by prepaid registered post or personally sent to your physical address, that you have provided during user registration process.
We reserve the right to vary the terms and conditions of this Agreement from time to time. If the Investor Agreement is amended, we will notify you of the new Investor Agreement. Any access to or use of the Website by you and any bid for any Offer after the effective date of the amended Investor Agreement shall constitute your agreement to and acceptance of the changed Investor Agreement.
All information which we are required to make available to Investors are provided on the Website. Investor may request from us a copy of documents relating to Investors subject to a fee which we may charge in respect of photocopying costs and mail or courier charges.
If Investors seek for any other information from us, we may agree to provide the requested information subject always to any obligations of privacy or confidentiality that we may owe to third parties. The requested information will ordinarily be sent by email, but should it be sent by courier or post then additional charges as stated above may apply.
Investors will be able to view their own investment history by logging onto their account on the Website and accessing their transaction history. No charges will be made for any such direct access by the Investors.
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
CROWDPLUS SDN BHD (Company No. 1141902-D)
You, as the Investor, by ticking the box confirming that you have read and understood the terms and conditions and agree to be bound by the terms of this Agreement.