This Disclosure Statement has been prepared by Fundnel Technologies Sdn Bhd, a private company limited by shares incorporated under the Companies Act 2016 of Malaysia (“Fundnel”, “the Platform”, “we”, “our”, or “us”).
We are registered and regulated by the Securities CommissionMalaysia (“SC”) as a recognized market operator of an equity crowdfunding platform in accordance with Section 34 of the Capital Markets and Services Act2007 (“CMSA”) and the Guidelines on Recognised 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 hosted on the website under the domain name www.fundnel.com(the “Website”).
We reserve the right to amend and update this DisclosureStatement from time to time. Any such amended or updated Disclosure Statement will be uploaded on the Website, and you are responsible for keeping yourself updated of the latest version of this Disclosure Statement.
Anyone may sign up as a user (“User”) provided such person signs up for an account and provides all required information. Registering as aUser allows you to access and view the fundraising campaigns hosted on theWebsite.
When creating an account, Users will need to state their investor category in accordance with Malaysia law requirements (i.e., a retail investor, angel investor, or sophisticated investor).
When a User is ready to invest in any particular Offer, we will conduct ‘know-your-customer’ (“KYC”) checks on the User. Users may not invest (i.e., will not be considered “Investors”) until KYC checks are completed to our satisfaction. KYC checks are required under the Anti-MoneyLaundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”), the SC Guidelines, and other related regulations. In conducting KYC checks, we need to collect information from Investors relating to their identities (and, in some cases, of related persons) and source of funds meant for the investment.
We reserve the right to decline to accept any User as anInvestor if the User does not pass our KYC/AML checks, or for any other reason we consider necessary.
Before an Investor may utilise our services to invest in anyIssuer, the Investor must also agree to the terms and conditions of the investor agreement with us (“Investor Agreement”). A sample copy of our InvestorAgreement is available on the Website. Please note that there may be some differences in the actual Investor Agreement for each fundraising campaign.
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. However, our services are designed for Investors who are financially aware and who are able and willing to accept and deal with the consequences of participating in risky investments, such as investing in companies seeking share capital via equity crowdfunding platforms.
You should also note the investment limits imposed by SC foreach category of investors. These investment limits are reiterated in theInvestor Agreement and upon an Investor deciding to invest in a campaign.
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 its own compliance with all relevant laws of any country outsideMalaysia in relation to it accessing the Offer and subscribing (or attempting to subscribe) for any shares in any Issuer.
Companies that wish to raise capital from Investors through the Platform will need to complete the Issuer registration process through theWebsite.
We undertake a screening process with each Issuer before hosting 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 owners, and to verify the business proposition of the Issuer.
Please note that our screening process is not, and should not be construed as, an endorsement of any Issuer from us or our affiliates, or the SC.
We will carry out assessments on each Issuer and its directors, shareholders and senior management, including, without limitation:
· a review of the KYC report on the Issuer;
· a review of the KYC and AML/CFT checks 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.
Investors do not need to pay any fees or charges to us in relation to any Offer or investment. However, 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 DisclosureStatement being uploaded on the Website and notification to all Investors.
Moneys that Investors send to us for purposes of investing in an Issuer will be held in a trust account with a third party licensed trustee pending payment to the relevant Issuer or, if applicable, refund to theInvestor. Any interest earned on such moneys belong beneficially to thePlatform. We shall be solely responsible for the payment of bank charges in relation to the establishment and operation of such trust account(s).
Issuers must pay a fee to us. The fee is typically set at two (2.0) to seven (7.0) per cent (%) of the total amount raised through thePlatform. A fee outside this range may nonetheless be revised upon mutual agreement with an Issuer. We may also revise our typical fee range from time to time, and will update this Disclosure Statement when we do so. The specific amount of fees we impose upon an Issuer will be specified in the agreement between theIssuer and the Platform (“Issuer Agreement”) and will be due and payable in the manner specified therein.
We may impose additional charges upon 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 specific Issuer Agreement.
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’s bid is unsuccessful and not accepted by the Issuer), 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.
Investors are advised and expected to conduct their own checks on Issuers and make their own assessment of the risks involved in any particular investment. Investors are required to read the Risk Warnings on theWebsite before deciding to participate in any Offer.
We will take reasonable steps in screening 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:
· 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 with paid up share capital exceedingRM5 million; and
· 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 about this. We are not obliged to monitor the Issuer after proceeds are paid to theIssuer 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’s independent assessment and made at the Investor’s own risk.
Where we are reasonably satisfied that an Issuer is ready to offer its shares to Investors through the Website, we will require the Issuer to submit an information pack or memorandum (“Investor Deck”) containing relevant information about the Issuer. This includes, without limitation, information on the Issuer’s ownership and management structure, assets and liabilities, profitability, business plan, and any other relevant information. The InvestorDeck will be published on the Website and accessible by 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. Fundnel is not obliged to arrange such meetings. 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 limitations apply to every Issuer.
1. An Issuer can only raise up to RM 3 million within a 12-month period, irrespective of the number of projects an Issuer may seek funding for during the 12-month period.
2. An Issuer can only utilise the Website to raise a maximum amount of RM 5 million, excluding the issuer’s own capital contribution or any funding obtained through private placement exercise.
Pursuant to paragraph 13.12 of the Guidelines on Recognized Markets, the Platform or any of its individual directors or shareholders may acquire shares of any Issuer hosted on the Platform provided that each such person’s shareholding does not exceed 30% of controlling shares in the Issuer. Should any such acquisition be undertaken, we will disclose on the Platform this fact and all relevant information regarding such shareholding and the directors or shareholders involved.
Users may address any complaint to us by writing to us under the “Find Out More” section of our website.
We will attempt to achieve an amicable solution for your complaint. Unresolved disputes will be referred to our oversight body comprising our Board of Directors, Chief Executive Officer, and such other person or persons deemed appropriate by Fundnel to be part of the oversight body.
If a User remains unsatisfied with our response to the complaint, such User may refer the complaint to SC by contacting the InvestorAffairs & Complaints Department, details of which are as follows:
Investor Affairs & ComplaintsDepartment
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991
If any dispute remains unresolved, the parties shall first resolve any dispute in a good faith manner and bring any dispute before arbitration in Singapore in accordance with the Arbitration Rules of theSingapore International Arbitration Centre (“SIAC”).
The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the dispute through mediation at the Singapore International Mediation Centre (“SIMC”) in accordance with the SIAC-SIMC Arb-Med-Arb protocol of the time being in force before having recourse to litigation.
All information which we are required to make available toInvestors are provided on the Website. Additionally, Investors can 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 Investors.
Nevertheless, Investors may at any time request additional information from us. We may 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. If it needs to be sent by courier or post, additional charges as stated above may apply.