Moomoo SG IPO Subscription Statement

Appendix II: Initial Public Offerings

This Appendix governs the Company's provision of services in relation to Applications (as defined below) and IPO Loans (as defined below). It supplements, and should be read together with, the Terms and any other terms and conditions governing the services provided by the Company, as they may be amended from time to time. It forms an integral part of the Agreement.

1. Definitions and Interpretation 

1.1 In this Appendix II, the following expressions, unless the context requires otherwise, shall have the following meanings:

"Allotted Securities" in respect of each Application, means all the Securities in relation to which the Application is accepted;

"Application" means any and each application to be made by the Company or its nominee, as agent on behalf of the Client, for the subscription of the Offer Securities;

"Application Amount" in respect of each Application, means an amount equal to the total value of the Offer Securities applied for in the Application plus all fees, charges and expenses payable by the Client in connection with the Application (including transaction levy, commission, account opening fee and such other fees where applicable);

"FINRA 5130" means FINRA rules on “Restrictions on the Purchase and Sale of Initial Equity Public Offering".

"Handling Fee" in respect of each IPO Loan, means the amount of such handling fee in connection with the IPO Loan as the Company may from time to time notify the Client (if any);

"Issuer" means any company or other legal person whose Securities are offered for subscription on an Exchange;

"IPO Loan" means any and each financing facility to be made available by the Company to the Client in respect of an Application pursuant to Clause 7 (IPO Financing) of this Appendix;

"Offer" means any offer of Securities for subscription in a new issue or sale to the public by an Issuer;

"Offer Securities" in respect of each Offer, means the Securities offered by the Issuer for subscription to the public; and

"Relevant Person" in respect of each Offer, means the Issuer, sponsors, underwriters, placing agents, registrar, central depository, receiving bank and other intermediaries involved in such Offer, the SGX-DC, the SGX-DT, the SGX-ST, the Clearing House, any other relevant regulators and/or persons.

2. Application

2.1 Application: The Client requests and authorizes the Company or its nominee, as agent on behalf of the Client, to make Application(s) from time to time subject to this Appendix II and subject to agreement on the terms (including the following items) by the Client and the Company in respect of the relevant Application:

1. the quantity of the Offer Securities;
2. the name of the Issuer; and
3. the Application Amount.

2.2 Discretion to Refuse: The Company reserves the right, in its absolute discretion, to refuse to make any Application for any reason whatsoever, including (without limitation) if: (i) there are insufficient funds in the Client's Account at the relevant time for settling the Application Amount and Handling Fee or pre-arranged facilities for such purpose; (ii) the Client fails to provide the Company with all information required by the Company to complete the relevant Application; (iii) any information provided by the Client to the Company is not true, correct, accurate and complete; (iv) the Company suspects that the Client has made more than one Applications for subscription of Offer Securities; or (vi) the Company suspects that any representation and warranty made by the Client pursuant to the Agreement is untrue or inaccurate.

2.3 Agent of the Client: Where the Company or its nominee submits an Application, it does so as the agent of the Client for the purpose of applying for the Offer Securities and, unless otherwise notified to the Client explicitly or through the offering documents of the Offer, neither the Company nor its nominee (as the case may be) is the agent of the Issuer or other parties involved in the relevant Offer.

2.4 Client as Principal: The Client must apply for the Offer Securities as principal only. The Company reserves the right not to process any Application by the Client if the Client is acting as agent, nominee or trustee for any other person.

2.5 Application Requirements: The Client must ensure that each Application complies with any minimum, maximum, denomination and/or other requirements (whether in respect of the quantity or value of the Offer Securities or the number of the Application) prescribed by the Issuer of the relevant Offer. For foreign listed Offer Securities (e.g. U.S. or Hong Kong IPO), each Application must also comply with additional requirements prescribed by applicable laws and regulations (i.e. only Non-Accredited Investors as defined in the SFA are subject to a minimum investment amount of SGD 200,000 or its equivalent). Any Application which does not fully comply with all such requirements will not be processed by the Company.

2.6 Bulk Application: Where an Application forms part of a bulk application made by the Company or its nominee, whether for itself or on behalf of other clients, the Client acknowledges and agrees that:

1. such bulk application may be rejected for reasons which are unrelated to the Client and the Application, and neither the Company nor its nominee shall, in the absence of fraud, gross negligence or wilful default on their part, be liable to the Client or any other person in consequence of such rejection;
2. it shall indemnify the Company and its nominee against all losses, damages, costs, charges, expenses (including legal fees on a full indemnity basis), claims or demands which may be sustained or incurred by or made against the Company  or its nominee if such bulk application is rejected as a result of the Client's failure to comply with any of its obligations under the Agreement or otherwise in connection with the Application (including any representations and warranties given by the Client being or becoming untrue) or any other factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such failure or factors; and
3. in the event that the bulk application is only partially accepted, the Client agrees that the Company or its nominee is entitled to distribute the Allotted Securities in the Company or its nominee's absolute discretion, including distributing the Allotted Securities equally among the Company and its nominee's clients under the bulk application and the Client shall not have any claim to the Allotted Securities or claim of priority to another client of the Company or its nominee in relation to the bulk application.

2.7 No Withdrawal: The Client acknowledges and agrees that any Application, once submitted by the Company or its nominee, as agent on behalf of the Client, or otherwise processed by the Company or its nominee, might not be capable of being withdrawn, cancelled or modified.

2.8 Fees: The Client shall ensure that there are sufficient cleared funds in the Account to cover the Application Amount at the time the Application is made, and at all times thereafter until the same is debited from the Account or otherwise paid for the purposes of settling the Application.

3. Responsibility of the Company

3.1 No Endorsement: The Company and its nominee shall not have any liability in respect of, is not responsible for, has not, and shall not be deemed to have authorized, endorsed or verified the contents of any prospectus, offering document, application form(s) and/or other documents relating to any Offer.

3.2 Not Investment Advisor: Unless otherwise appointed as such in writing, the Company and its nominee is not the investment adviser of the Client with respect to any Offer or Application and shall not be responsible for any loss which the Client may suffer as a result of any Application made. The Client confirms that each Application is made by the Client on its own judgment and at its sole risk.

3.3 No Representations: The Company and its nominee make no undertakings, warranties or representations as to the result of the allotment of the Offer Securities in any Offer and in any event the Company and its nominee shall not be responsible for the result of the allotment or any rejection in full or in part of any Application for any reason.

4. Notification and Approval

4.1 Approval of Applications: The Issuer shall be solely responsible for approving or disapproving Applications and for announcing the results of allocation of the Offer Securities. The specific arrangements with regard to the announcement of results may differ from one Offer to another and the Client shall be responsible for ascertaining details of such arrangements by reviewing the relevant prospectus. The Company or its nominee will notify the Client of the results of its Application in such manner as the Company may consider appropriate. Neither the Company nor the Issuer is obliged to inform you of any reason of why an Application is unsuccessful or only partially accepted, but the following factors may be relevant: (i) there are insufficient funds in the Client's Account at the relevant time for settling the Application Amount and Handling Fee or pre-arranged facilities for such purpose; (ii) the Client fails to provide all necessary information for the relevant Application to be processed; (iii) any information provided by the Client in relation to the Application is not true, correct, accurate and complete; or (iv) the Client has made more than one application for subscription of Offer Securities.

4.2 Disposal of Allotted Securities: Unless the Company or its nominee receives notice from the Client to the contrary and payment of all amounts owing by the Client to the Company or its nominee in connection with any Application is made (within such time as the Company or its nominee may specify in their notification of allotment to the Client (without prejudice to their right of repayment on demand or any other rights or remedies)), the Company and its nominee is authorized but not obliged, without notice to or consent from the Client, to sell or otherwise dispose of any and all Allotted Securities in such manner and for such price, free from any restrictions and claims and without being responsible for any loss, as they may think fit and apply the proceeds of such sale or disposal towards discharging any Liabilities in such order of priority as they may consider appropriate, including the costs incurred in connection with the sale or disposal of the Allotted Securities and all other costs incurred by the Company and its nominee in connection with the Application, the Handling Fee, interest payable by the Client on the IPO Loan, outstanding principal amount of the IPO Loan, and the Application Amount, and the remaining amount (if any) shall be paid to the Client or to the Client's order. In the event of any Deficit after applying the proceeds of sale or disposal of the Allotted Securities, the Client shall make good and pay on demand to the Company or its nominee such Deficit.

4.3 Payment and Release: If the Client gives any notice to the Company or its nominee pursuant to Clause 4.2 (Disposal of Allotted Securities) of this Appendix, the Client shall pay to the Company or its nominee at the time of giving such notice or otherwise on demand all amounts owing by the Client to the Company or its nominee in connection with the relevant Application (including all fees, charges and expenses specified by any Relevant Person). The Company is not obliged to release or procure its nominee to release to the Client the certificates relating to the Allotted Securities, or to procure the Allotted Securities to be credited to the Client's specified account, unless and until all amounts owing by the Client to the Company and its nominee have been received in full by them to their satisfaction.

5. Refunds

5.1 Unsuccessful Application: If an Application is submitted but is wholly or partly unsuccessful, the Company or its nominee will arrange for refund of the Application Amount (or the applicable balance as the case may be) on the refund date as announced by the Issuer in the same manner described in this Clause subject to Clauses 5.4 (Financing Fees) and 7 (IPO Financing) of this Appendix II.

5.2 Lower Offer Price: In the event that the offer price of the Offer Securities (as finally determined by the Issuer) is less than the Application Amount initially paid by the Client, the Company or its nominee will arrange to refund the surplus of the Application Amount to the Client in accordance with the terms and conditions of the relevant Offer subject to Clauses 5.4 (Financing Fees) and 7 (IPO Financing) of this Appendix II.

5.3 Fees: Notwithstanding anything to the contrary, all Handling Fees and all other fees in connection with an Application are not refundable, even where the listing of the relevant Issuer is delayed or cancelled.

5.4 Financing Fees: Where the Company has made available a IPO Loan to the Client in connection with the Application, the Client irrevocably agrees and confirms that the Company or its nominee (as the case may be) is authorized to apply any refund amount towards the settlement of any amount owing by the Client to the Company in the manner specified in Clause 4.2 (Disposal of Allotted Securities) of this Appendix II.

6. Client's Undertakings and Responsibilities

6.1 Not Prohibited: The Client warrants to and for the benefit of the Company and any of its nominees that the Client is not a person prohibited by any Relevant Person or any Applicable Regulations from making the Application(s) or from owning the Offer Securities and that the Client makes each Application as principal and not on behalf of any person subject to such prohibition or any other person.

6.2 Offering Documents: With respect to each Application, the Client understands, and shall accept and comply with all the terms and conditions governing the relevant Offer as set out in the relevant application form, prospectus and/or offering document and any other relevant document in respect of such Offer. The Client agrees to be bound by such terms and conditions in respect of each Offer for which the Company or its nominees makes an Application. The Client shall make the investment decision based on the prospectus and other offering documents in respect of the relevant Offer. The Company has no obligation to provide such prospectus and other offering documents to the Client.

6.3 Multiple Applications: The Client represents and warrants to the Company and its nominee that in respect of any Application (a) (where multiple Applications for subscription of Offer Securities are not permitted) the Client has not made and will not make, and has not procured and will not procure, more than one Application for subscription of Offer Securities whether for its own account or for the account of any other person, and (b) the Client has not been placed (whether for its 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 Application. The Client acknowledges that any breach by the Client of or any inaccuracy of the representation and warranty set out in this Clause may result in, in addition to the rejection of the Application, the rejection of other applications submitted by the Company or its nominee for itself or on behalf of other clients. The Client shall indemnify the Company and its nominee on demand for all losses resulting from such breach or inaccuracy. The Client acknowledges and accepts that the representation and warranty set out in this Clause will be relied upon by the Company, its nominee and the Relevant Persons in respect of the relevant Application.

6.4 General Representations: With respect to each Application, the Client represents and warrants to the Company and its nominee that:

1. all information provided by or on behalf of the Client in respect of an Application is true, complete, accurate and correct in all respects. The Client undertakes to inform the Company immediately if there is any change to such information;
2. the Client is an independent third party and is not connected with or acting in concert with any directors, chief executive officer, substantial shareholders of the Issuer and/or any of their respective subsidiaries or an Associate of any of them, as such terms are defined in the SFA and/or the SGX-ST Listing Manual. Further, the Client's subscription is not directly or indirectly financed or backed by any such persons;
3. the Client does not hold any interests in the Issuer prior to the subscription of the Offer Securities; and
4. the Client is not a U.S. Person and the Client's subscription would not require the Issuer and/or the Company or its nominee to comply with any requirements under any law or regulation of any territory outside Singapore
5. the Client applying for subscription of the U.S. listed Offer Securities is not a “Restricted Person” as defined in FINRA RULE 5130.

6.5 Additional Representations: In addition to the other representations, warranties and undertakings given or to be given by the Client to the Company or its nominee in connection with each Application, the Client gives the Company and its nominee all the representations, warranties and undertakings which an applicant for Offer Securities in respect of an Offer is required to give (whether to any or all of the Relevant Persons).

6.6 Further Assurance: The Client recognizes and understands that the legal and regulatory requirements and market practice in respect of each Offer or Application may vary from time to time. The Client undertakes to provide to the Company and its nominee such information, make such disclosure, take such steps and give such representations, warranties and undertakings as may be required of the Client in accordance with such legal and regulatory requirements and market practice as the Company or its nominee may determine from time to time. The Client shall also comply with such requirements and practice.

6.7 Company's Representations: Where the Company or its nominee, as the case may be, is required, in respect of any Offer or Application, to give any undertakings, representations and warranties to any one or more of the Relevant Persons with respect to the Client or any other matters, the Company and its nominee is authorized by the Client to give such undertakings, representations and warranties in reliance solely upon any corresponding undertakings, representations and warranties given by the Client to the Company or its nominee. The Client shall be bound by all applicable announcements made by any Relevant Person and all Applicable Regulations governing each Offer and Application and the issue of the Allotted Securities.

6.8 Company to Act on Behalf of Client: Without prejudice to Clause 2.10 (Power of Attorney) of the Terms, the Client authorizes the Company and its nominee to execute all documents and to do all things necessary on behalf of the Client for the purposes of making any Application. The Client accepts all things done by the Company and/or its nominee, as agent on behalf of the Client in connection with each Application. The Client shall accept the Offer Securities applied for in each Application or any lesser quantity allocated to the Company or its nominee, as agent on behalf of the Client, pursuant to each Application. The Client indemnifies the Company and its nominee against any loss or claim suffered or incurred by any of them in connection with each Application.

6.9 Disclosure: The Client authorizes the Company and its nominee to disclose to any Relevant Person all information relating to the Client and the relevant Application if disclosure is required by Applicable Regulations or is requested or required in connection with the relevant Offer or Application.

7. IPO Financing

7.1 IPO Financing: The Client may apply to and request that the Company make available to the Client IPO Loan(s) for Application(s) from time to time subject to this Appendix II and subject to agreement on the terms (including the following items) by the Client and the Company in respect of the relevant Application:

1. the principal amount of the IPO Loan;
2. the interest rate and default interest rate;
3. stamp duty and all other fees and charges; and
4. the Handling Fee.

7.2 Company's Absolute Discretion: The provision and drawdown of any IPO Loan are at the Company's sole discretion and subject to the Agreement. The Company may at any time refuse to make available the IPO Loan without giving any reason.

7.3 Margin: In the event that the Client pays any amount to the Company by way of margin for the Application, the Company may pay such amount into the relevant Account of the Client and may apply such amount towards satisfaction of the Application Amount as and when payable. The Client agrees that any such margin actually received by the Company shall be applied towards satisfaction of the Application Amount before any amount of the IPO Loan is so applied.

7.4 Fees and Expenses: The Client will pay to the Company on demand the IPO Loan, interest thereon, the Handling Fee, all fees, charges and costs in connection with the IPO Loan.

7.5 Purpose of the IPO Loan: The IPO Loan shall be used by the Client exclusively for the purpose of making the relevant Application. Notwithstanding that the Application is made by the Company or its nominee, as agent on behalf of the Client, the Client shall have no right, title, interest or claim of whatever nature in or to any amount of the IPO Loan or to use the IPO Loan for any purpose other than making the relevant Application.

7.6 Drawdown: If the Company makes available a IPO Loan to the Client, the Company will credit the IPO Loan amount to the relevant Account. Where any Application is to be made by the Company's nominee, the Company's nominee shall hold the amount of the relevant IPO Loan on trust for the Company at all times pending payment to or to the order of the Issuer.

7.7 Interest: The Client is required to pay interest on the Application Loan at the agreed interest rate from the date it is drawn down up to the repayment date as specified by the Company. If the Issuer does not proceed with the listing according to its predetermined schedule,, interest will instead accrue up to the day on which the Company or its nominee(s) receive the refunded amount from the Issuer, or the day on which the Application Loan is repaid in full, whichever is later.

7.8 Repayment: The IPO Loan shall be repaid, together with all interest accrued thereon and any other amounts outstanding in full on the refund date as specified in the relevant placing and public offer documents, or on such date as may be mutually agreed.

7.9 Default Interest: Any amount payable by the Client under this Appendix, including interest accrued on such amounts, which are due and not repaid, shall bear default interest.

7.10 Early Repayment: Unless otherwise agreed by the Company, the Client shall have no right to repay the IPO Loan and any other related liabilities, in part or in full, prior to the refund date as specified in the relevant placing and public offer documents.

7.11 Overriding Right: notwithstanding any other provisions in this Appendix II, the Company has the overriding right at any time to demand immediate repayment of any outstanding amount of any IPO Loan and to cancel any IPO Loan.

7.12 Charge: In consideration of the Company making available a IPO Loan to the Client and upon the allotment and issuance to the Company or its nominee, as agent on behalf of the Client, of the Allotted Securities pursuant to the relevant Application, the Client as beneficial owner hereby charges (by way of first fixed charge), assigns, mortgages and/or pledges and agrees to charge, assign, mortgage and/or pledge to the Company all the Client's rights, title and interest in and to the Allotted Securities as a continuing security for the payment of all amounts payable by the Client to the Company or its nominee in connection with the IPO Loan and the Application and the performance of any other obligation of the Client to the Company or its nominee. The security created by this charge shall extend to and cover any and all dividends, warrants, shares, stocks, rights, benefits, interest, distributions, accretions and other money and property accruing or offered at any time by way of substitution, redemption, bonus, preference, option or otherwise in respect of the Allotted Securities.

7.13 Further Charge to Third Parties: The Company is authorized by the Client to charge, pledge or otherwise grant a security interest of any nature over any and all Allotted Securities, subject to the security constituted by Clause 7.10 (Charge) of this Appendix II, in favour of any third party as security for any credit facilities made by it to the Company to finance the Company's funding of all or part of the IPO Loan.

7.14 Further Security: In consideration of the Company making available a IPO Loan to the Client, the Client as beneficial owner charges, assigns, mortgages and pledges and agrees to charge, assign, mortgage and pledge to the Company by way of first fixed charge and release to the Company all the Client's rights, title and interest in and to all sums from time to time standing to the credit of each Account maintained by the Client with the Company (including any renewal or re-designation thereof) as a continuing security for the payment of all amounts payable by the Client to the Company and its nominee in connection with the IPO Loan and the Application.

7.15 Nature of Security: Each security constituted by Clauses 7.10 (Charge) and 7.12 (Further Security) of this Appendix II is a continuing security and secures the ultimate balance of all indebtedness from time to time owing by the Client to the Company notwithstanding any intermediate repayment or satisfaction of all or any of such indebtedness. Each security is in addition to, shall not be affected by and may be enforced despite the existence of any other security held by the Company. Any restriction on the right of consolidating security interests shall not apply to any security constituted by Clause 7.10 (Charge) or 7.12 (Further Security) of this Appendix II.

7.16 Further Assurance: The Client shall at its own cost and expense execute and sign all transfer documents, power of attorney, proxies and/or other documents and do all acts and things which the Company or its nominee may require for perfecting the Company or its nominee's title to the Allotted Securities or any of them and/or for vesting or enabling the Company or its nominee to vest such Allotted Securities in the Company's name or in the name of the Company's nominee and/or any purchaser, or otherwise for the purpose of obtaining, presenting and enforcing the full benefit of the Collateral and/or rights and remedies conferred on the Company by this Appendix II. The Company and its nominee shall be entitled to exercise all rights and powers that are conferred upon the Company or its nominee by this Appendix II including the right to sell the Allotted Securities.

7.17 Application of Payments: Any monies paid to the Company or its nominee in respect of any IPO Loan or Application may be applied in or towards satisfaction of the same or placed to the credit of such account as the Company or its nominee may determine with a view to preserving its rights to prove for the full amount of indebtedness of the Client.