DISCLOSURE STATEMENT

This Disclosure Statement has been prepared by Propellar CrowdPlus Sdn Bhd, a private company limited by shares incorporated under the Companies Act 1965 of Malaysia with its business address at No 12, Omni Kota Damansara, Lorong Teknologi C, Taman Sains Selangor 1, PJU5, Kota Damansara, 47810 Petaling Jaya, Selangor ("the Company, we, our or us"). We are licensed and regulated by the Securities Commission Malaysia (“SC”) for the operation of an equity crowdfunding platform in accordance with Section 34 of the Capital Markets and Services Act 2007 (“CMSA”) and the Guidelines on Regulation of Markets under Section 34 of CMSA issued by SC (“SC Guidelines”).

This Disclosure Statement is made to any person ("Investor") who wishes to consider investing in a private company (excluding exempt private companies) (“Issuer”) by way of subscription of shares in response to an offer made by the Issuer published on the website under the domain name www.crowdplus.asia ("Website").

We reserve the right to amend and update this Disclosure Statement from time to time. Any such amended or updated Disclosure Statement will be uploaded on the Website, together with the effective date of the amendment.


    WARNING STATEMENT ABOUT CROWDFUNDING

  1. Equity crowdfunding carries high risks.
  2. Issuers using our platform to raise funds are private start-up, early-stage or small or medium sized companies. Investment in these types of businesses is very speculative and carries high risks.
  3. You may lose your entire investment or may not be able to recoup your investment, and as such, you must be in a position to bear this risk without undue hardship.
  4. The actual performance of the Issuers could differ materially from the anticipated performance disclosed by the Issuers, and as a result, you may or you may not get back your original investment.
  5. You may not be given all the financial, business or other information of the Issuers which could be relevant for an investment decision. Information of the Issuers may not be verified by third parties to the standard of other securities offerings under Malaysian law.
  6. You should rely on your own evaluation, or seek independent advice, to assess the merits and risk of the investment before investing in the Issuers.
  7. Ask questions, read all information and documents given carefully, and seek independent financial and legal advice before committing yourself. Neither the offering being made on the Website nor the registration of the Website with the Malaysian Securities Commission, is to be taken as an indication of the merits of the offering.

THE SERVICES WE OFFER

Our primary service is that it offers 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 users who will receive information on potential investments in shares in an Issuer and/or invitation to make bids for shares in an Issuer (“Offer(s)”). 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.


HOW TO APPLY FOR ACCESS AS AN INVESTOR

Persons wishing to become Investors can do so by making an application through the Website and be registered as a user, subject to our approval. During the registration process, applicants are required to provide their personal information. The applicant will receive a notification from us confirming the membership if the application is successful.

We will require further information, including personal and financial circumstances, before accepting any registered user as an Investor. Until such time as a registered user becomes an Investor they may not have access to the services offered by us and, in particular, will not receive details of any Offer and may not invest in any Issuer.

We may, at its absolute discretion, decline to accept any registered user as an Investor without providing any reason.

For the purposes of compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, the SC Guidelines and any other related regulations, we may collect information from Investors in relation to the identity of individuals and other relevant persons, and information in relation to the source of funds of the Investors which they seek to invest either generally or in any particular Offer.

Before an Investor may utilise our services to invest in any Issuer, the Investor must agree to the terms and conditions of the investor agreement with us (“Investor Agreement”). The Investor Agreement is located at Here.


ELIGIBILITY CRITERIA FOR INVESTOR

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 companies seeking share capital via equity crowdfunding platforms. SC has imposed certain investment limits depending on the category of investors and the investment limits are reiterated in the Investor Agreement.

Our services and the Website are designed for persons who are residents in Malaysia. An Investor who wishes to receive Offers from outside Malaysia or who is not a Malaysian citizen is solely responsible for ensuring their compliance with all relevant laws of any country outside Malaysia in relation to them accessing the Offer and the subscription of any shares in an Issuer.


HOW TO APPLY FOR ACCESS AS AN ISSUER

Companies wishing to access our service for the purpose of raising capital from Investors will need to complete the Issuer registration process through the Website.


CHECKS AND ASSESSMENTS ON ISSUERS

We undertake a screening process with each Issuer before publishing any Offers on the Website. The screening process is implemented to ensure fit and properness of the Issuer’s board of directors, officers and controlling owner, and to verify the business proposition of the Issuer.

We will carry out investigations on each Issuer and its directors, shareholders and senior management, including but not limited to the following:

  • a review of the CTOS report on the Issuer;
  • a review of the CTOS 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.

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.


FEES AND CHARGES

Investors do not need to pay any fees or charges to us in relation to any Offer or investment as at 13th November 2015.

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 the revised Disclosure Statement being uploaded on the Website and notification to all Investors.

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. Any interest earned on the said moneys, whilst they are held in a trust account pending payment to the relevant Issuer or refund to the Investor (if any), shall belong beneficially to the Company. We shall be solely responsible for the payment of bank charges in relation to the establishment and operation of the trust account(s).

Issuers will be required to pay a fee to us, typically at the following rates (subject to any future revision):

  1. 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
  2. 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.

The amount of fee we impose will be specified in the agreement between the Issuer and the Company ("Issuer Agreement") 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.


HOW INVESTORS' MONEY ARE HELD

All moneys paid by Investors with the intention of being invested in an Issuer will be credited initially into a trust account(s) that we establish and maintain with a licensed financial institution in Malaysia. We have the right to access the said trust account(s) and make payment(s) to the relevant Issuer in accordance with Investor Agreement.

Should the Offer not proceed for any reason, including where the targeted amount sought to be raised by the Issuer has not been achieved, or if the Investor' bid is unsuccessful and not accepted by the Issuer, then we will refund the moneys paid by the unsuccessful Investor by crediting the refund into the bank account nominated by the Investor. As noted above, no interest shall be payable to Investors on any such refund.


CHECKS AND ASSESSMENTS OF RISKS IN SHARES

We will have only a limited role in assessing the risks involved in the acquisition of shares in or of an Issuer through the services we offer. Investors are advised and expected to make their own assessment of the risks involved in any particular investment, and the attention of Investors is drawn to the 'Warning Statement' at page 1 of this Disclosure Statement.

Notwithstanding the above, we will take reasonable steps in undertaking the screening of each Issuer in view of ascertaining the suitability of the shares to be offered to Investors via the Website. The following companies will not be allowed to offer shares through the services we offer:

  1. companies which have commercially or financially complex structures;
  2. public listed companies and their subsidiaries;
  3. companies with no specific business plan or its business plan is to merge or acquire an unidentified entity;
  4. companies other than a microfund that propose to use the funds raised to provide loans or make investment in other entities;
  5. companies with paid up share capital exceeding RM5 million; and
  6. companies which have already been hosted on another equity crowdfunding platform in Malaysia.

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.


NATURE AND EXTENT OF DISCLOSURE ARRANGEMENTS

Where we are satisfied that an Issuer is ready to offer its shares to Investors through the Website, it will ensure that the Issuer submits an information pack or memorandum ("Information Memorandum") which will contain relevant information about the Issuer including but not limited to the ownership and management structure, assets and liabilities, profitability, business plan and any other relevant information. The Information Memorandum will be published on the Website and accessible by the Investors.

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.

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:

  1. 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
  2. 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.

THE COMPANY' INVESTMENT IN ISSUERS

The Company or any of its individual directors or shareholders may acquire shares of the Issuer PROVIDED THAT we or any of our individual directors or shareholders do not hold more than 30% of controlling shares in the Issuer. The information regarding our shareholding or any of our individual directors or shareholders in any Issuer shall be disclosed to the public.


COMPLAINTS

If there is any complaint, the Investors 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, they may refer the complaint to SC by contacting the Investor Affairs & Complaints Department, details of which are as follows:

Investor Affairs & Complaints Department

Securities Commission Malaysia

No 3 Persiaran Bukit Kiara

Bukit Kiara

50490 Kuala Lumpur


Tel: 603 6204 8999

Fax: 603 6204 8991

Email: aduan@seccom.com.my


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.


FURTHER INFORMATION

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.


Dated: 13th November, 2015