This "Hong Kong IPO Securities Purchasing Service" (the "Service") is provided to you by Moomoo Financial Singapore Pte. Ltd. (the "Company"). By proceeding to use the Service, you agree to be bound by these terms and conditions (these "Terms").
By opening an Account with the Company, you have already agreed to the Company's General Terms and Conditions, as amended or supplemented from time to time (the "GTC") . These Terms incorporate the GTC which shall also apply to the Company's provision of the Service to you.
These Terms are to be interpreted harmoniously with the GTC, but in the event of any irreconcilable inconsistency between these Terms and the GTC, these Terms shall prevail insofar as the Service is concerned. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the GTC.
These Terms apply in relation to each and every request made under the Service (a 「Request」), and are deemed to be repeated and incorporated in each such Request.
1. By submitting a Requestunder the Service, you agree to purchase from the Company and/or its nominee, shares or units specified in such Requestand made available through and after the initial public offering (「IPO」) of a company (the "Issuer") on a stock exchange in Hong Kong (the "HK IPO Securities"), subject to the GTC, these Terms and the terms set out in the Request. You irrevocably request and authorise the Company and/or its nominees to do all things as they may consider in their absolute discretion to be necessary or desirable to carry out your Request.
2. The Company and/or its nominee will be dealing as principal in transactions under which you purchase HK IPO Securities. You will not be directly subscribing for securities in any IPO by any Issuer. Accordingly, you will have no contractual rights against the Issuer.
3. You confirm that you have read all information available via your Account in the Company's mobile application (the "App") in relation to the HK IPO Securities, andyou understand and acknowledge that such information is provided by the Issuer and/or any upstream broker(s) of the Company and/or its nominee, and is not provided by the Company and/or its nominee. You agree that neither the Company nor its nominee shall be liable for any claim, liability or loss which you may suffer or incur if any such information is untrue, misleading or otherwise incorrect, unless that is directly the result of fraud, gross negligence or wilful misconductof the Company and/or its nominee. After submitting the Request, you agree that you shall continue to monitor any communication made by the Company to you via your Account in the App in relation to the Request.
4. The Company is not licensed to act as investment adviser and is not purporting to provide investment advice. The Company therefore does not assume any advisory, fiduciary or similar or other duties to you in respect of its provision of the Service. You agree that it is your responsibility to seek independent legal and other professional advice if necessary before submitting your Request, and that the Request is made by you on your own judgment and at your sole risk.
5. You understand that the HK IPO Securities will not be priced at the time of your Request. You will be informed of a "Share Price Range", which is the estimated offering price range (from the lowest to the highest) set out in the preliminary prospectus or prospectus in respect of the IPO by the Issuer.The final offering price for the HK IPO Securities in the IPO (the "Final Price") may be below or above the Share Price Range, but you irrevocably agree to purchase any number (not exceeding the maximum number specified in your Request) of HK IPO Securities at the Final Price which the Company and/or its nominee chooses to sell to you. Accordingly, you understand and acknowledge that you may be required to purchase the HK IPO Securities at a price that is above or below the Share Price Range.
6. If your Requestis executed, the total price payable by you to purchase the HK IPO Securities sold by the Company and/or its nominee will be equivalent to the number of such HK IPO Securities multiplied by the Final Price (the "Total Price").
7. Any Request, once submitted to the Company and/or its nominee, cannot be cancelled or modified after the cut-off set by the Company unless otherwise agreed by the Company and/or its nominee. Any cancellation or modification request must be submitted in a manner prescribed by the Company.
8. With respect to each Request, you represent and warrant to the Company and/or its nominee that:-
(a) you are not a person prohibited by any Applicable Regulations from making the Request or from owning the HK IPO Securities and that you make each Request as principal and not on behalf of any person subject to such prohibition or any other person;
(b) you have not made and will not make, and has not procured and will not procure, more than one Request in respect of a particular IPO, whether for your own account or for the account of any other person;
(c) you have not been placed (whether for your own benefit or for the benefit of any other person) with any shares or warrants or interests which are of the same class or type as those applied for in the Request;
(d) you are an independent third party and are not connected with or acting in concert with any directors, chief executive office, substantial shareholders of the Issuer and/or any of their respective subsidiaries or an associate of any of them, and that further, your Request is not directly or indirectly financed or backed by any such person;
(e) you do not hold any interests in the Issuer prior to the submission of your Request;
(f) you are not a U.S. person and your Request would not require the Issuer and/or the Company and/or its nominee to comply with any requirements under any law or regulation of any territory outside Singapore.
9. The Company and its nominee make no undertakings, warranties or representations as to the result of the allotment of the HK IPO Securities. You understand that the Company and/or its nominee may not be able to execute, whether fully, partially or at all, your Requestand you acknowledge and agree that:-
(a) the Company and/or its nominee may reject your Requestwithout giving any reason, and neither the Company nor its nominee shall, in the absence of fraud, gross negligence or wilful default on their part, be liable to you or any other person in consequence of such rejection;
(b) the Company and/or its nominee may prescribe conditions to which its acceptance of your Requestis subject;
(c) the number of HK IPO Securities ultimately sold to you may be zero or otherwise less than the number of HK IPO Securities you intend or expect to purchase, and the Company and/or its nominee have no obligation to inform you of the reason, but you nonetheless agree to purchase such number (not exceeding any maximum number specified in your Request) of HK IPO Securities as the Company and/or its nominee is able to sell to you; and
(d) the ability of the Company and/or its nominee to sell you the HK IPO Securities may be subject to a number of factors, including without limitation the successful listing of the HK IPO Securities, no material change to the terms on which the HK IPO Securities are listed, the availability of the HK IPO Securities allotted to the Company and/or its nominee by the Issuer or relevant upstream broker(s) and the Final Price of the HK IPO Securities.
10. You must ensure that each Requestcomplies with any minimum, maximum, denomination and/or any other requirements imposed by the Company and/or its nominee (whether in respect of the quantity or value of the HK IPO Securities). Any Requestwhich does not fully comply with such requirements will not be processed.
11. Between the time at which you submit a Request and the time at which the Company and/or its nominee (i) sells HK IPO Securities to you or (ii) informs you that the Company and/or its nominee is unable to sell any HK IPO Securities to you (the "Blocked Period"), you shall maintain sufficient funds available to you, whether already in your Account and/or available for borrowing by you from the Company under a margin facility to enable you to settle the anticipated transaction under the Request. For this purpose, during the Blocked Period, the Company may prohibit withdrawal or use of funds available in your Account and/or under any such margin facility in order to ensure your ability to meet the obligation herein. The Company will notify you of the amount of such funds via the App. You therefore understand that your Purchasing Power will be deemed reduced accordingly during the Blocked Period.
12. The Company will send you a transaction confirmation after your Request, or part of your Request, is successfully executed.
13. You authorise the Company and/or its nominee to take such steps from time to time as the Company and/or its nominee considers appropriate and/or useful to enable the Company and/or its nominee to effectively or efficiently provide the Service. Such steps may include, without limitation, the following:-
(a) holding or arranging for such HK IPO Securities to be held in safe custody. This may include holding or depositing such securities with any clearing or settlement system, centralised depository or similar facility, or other system or depository as the Company and/or its nominee consider appropriate; and
(b) where HK IPO Securities are registered in the name of the Company and/or its nominee and have been deposited or held accordingly:
(i) notifying you of any notice or information received by the Company and/or its nominee which requires the Company's and/or its nominee’s action in relation to such HK IPO Securities;
(ii) making requests, collecting or receiving payments, interests or any other cash distributions payable on such HK IPO Securities arising from the acquisition, ownership, disposal, redemption, conversion, exchange or other dealing of such securities;
(iii) exercising any rights arising from or attached to such HK IPO Securities; and
(iv) executing documents or performing other acts which the Company and/or its nominee may reasonably consider to be necessary or useful for the purposes of any of the above matters.
14. In relation to the matters set out in clause 14(b):-
(a) the Company and/or its nominee will act on your Instructions in each case provided that Instructions from you are received within a reasonable time. If the Company does not receive any Instruction at all or within a reasonable time, the Company and/or its nominee are entitled not to attend any meeting or exercise any voting or other right (including the completion of proxies) and to act or refrain from acting in accordance with the default option specified in any notice from you or any prior Instructions given by you; and
(b) for the avoidance of doubt, nothing in clause 14(b) obliges the Company or its nominee to notify you of any notice or information on any right, benefit or entitlement attributable to any HK IPO Securities and offered by an Issuer (including proxy voting forms), that may have been received by the Company and/or its nominee.
15. Without limiting or reducing our rights under other provisions of these Terms and the GTC, the Company and/or its nominee have the right, without giving reasons, (either directly or via any agent or nominee) not to:-
(a) act on any instruction to requisition any meeting of or propose or second any resolution at any meeting of any Issuer, or
(b) take any other action as registered or nominee holder of any HK IPO Securities, in each case if such action would in the Company’s opinion materially prejudice the Company’s position or reputation (or that of any relevant agent or nominee).
16. By submitting a Request under the Service, you hereby authorise the Company to disclose or provide any information relating to you or your Account (including Personal Data) to the Company’s nominee for the purpose of facilitating the execution of your Request and the provision of the Service.
17. Risk Disclosure
(a) Securities involved in IPOs have no trading history. Prices of such securities may be subject to greater price volatility than more established securities. You should determine if investing in an IPO is within your tolerance for risk and appropriate for your investment goals. Before investing in an IPO, you should research the company to develop an understanding of its business model, fundamentals and management team, and read the prospectus carefully to assess the merits and risks of the investing in the IPO.
(b) Much-anticipated IPOs often attract more interest from the general investing public that the share price can get driven to unreasonably or even unrealistically high levels. You have to make your own decision in terms what you consider to be the best timing but you may consider refraining from buying in at the height of such public mania, in case any subsequent fall in share price leads to negative returns.
(c) You should not assume that the share price will necessarily rise above the offer price on the first listing day or any trading days. Performance of new shares will also be affected by the overall market sentiment and it is possible for the share price to drop below the offer price significantly.
(d) If the securities involved in the IPO are denominated in a foreign currency (i.e. other than the Singapore Dollars) or in both Singapore Dollars and a foreign currency, you are exposed to exchange rate risks and may suffer loss as a result of the fluctuations in exchange rates.
(e) The risk of loss in financing an investment in an IPO through loans or margin financing can be significant. The potential profits derived from an IPO investment may not offset the transaction costs and interest expense incurred and you may sustain losses in excess of any cash or other assets deposited as collateral if you are unable to sell the shares above the IPO share price. Market conditions may also make it impossible or difficult to execute contingent orders, such as 「stop-loss」 or 「stop-limit」 orders. You should maintain sufficient margin at all times. Clients may be called upon at short notice to make additional margin deposits or interest payments. If the required margin deposits or interest payments are not made within the prescribed time, any collateral placed may be liquidated without prior notice or consent. Moreover, you will remain liable for any resulting deficits in your Accounts and interests charged on your Accounts. You should therefore carefully consider whether such a financing arrangement is suitable in light of your own financial positions and investment objectives.
(f) The basis for the allotment for IPO shares may be unknown at the time of subscription. In case of the IPO shares are heavily oversubscribed, you may only be allotted part of the shares or you may not even be allotted any shares at all. On the other hand, if the IPO shares are not oversubscribed, you may be allotted all of the shares that you applied for.
By clicking the "submit" button, you agree to these Terms.