PART A: RISK DISCLOSURE FOR HONG KONG INTERNATIONAL OFFERING
1. There are various risks associated with subscription for international offering shares in Hong Kong international offering (“international offering”). Where the international offering is over-subscribed, you may not be allotted the quantity of shares you subscribed for, or any shares at all. Your subscription may result in lock-up of part of or whole subscription value during the subscription period. You may also need to pay the interest charged due to the Financing Subscription (if any) regardless of whether you are allotted any shares in accordance with the fee policy of newly issued share subscription of the underwriters or their agents. Where the international offering is not over-subscribed and in the absence of any unforeseen circumstances, you may expect to be allotted all the shares you subscribed for and pay all fees incurred therefrom.
2. Once the international offering shares are listed for trading, their prices may fluctuate and the value of the international offering shares you are allotted may fall rather than rising and may even become worthless.
3. You should read and understand the Offering Documents prior to making an investment decision and should make sure that the investment decision is based on the Offering Documents. You should carefully consider if investment in the international offering is suitable for your investment goals by reference to your financial position and other conditions before deciding to make a subscription.
4. Whilst every effort has been made to ensure the accuracy of information and materials displayed on Tiger Brokers’ website and platform, all information in relation to Tiger Brokers’ products and services, or any other information displayed on Tiger Brokers’ website and platform which is not contained in the Offering Documents, is for providing general information purposes only and does not constitute a solicitation or recommendation to make any investment in the international offering.
5. Investment and Market Risk: You should evaluate your own financial abilities and risk appetite to determine the level of investment risk that is appropriate for you to accept. In particular, you should consider the effect of leverage in connection with subscription for international offering shares in Hong Kong international offering utilizing any loan facility (including, without limitation, using Tiger Brokers’ Financing Subscription). The offering of Tiger Brokers’ Financing Subscription does not constitute any recommendation of the shares in an international offering nor assistance to you in any speculative activities in the stock market. Moreover, you should be aware that the price of the shares obtained in an international offering may drop below its listing price once such shares begin trading on the stock market, which may result in you suffering substantial losses upon selling these shares.
6. Policy Risk：The international offering services are provided by Tiger Brokers in accordance with the current and relevant laws, regulations, regulatory provisions and policies in New Zealand, Hong Kong and other relevant jurisdictions. Any change in relevant laws, regulations, regulatory provisions and policies may affect the normal process of subscribing for and trading on the international offering shares, and you may be exposed to the risks of partial or total loss of subscription value. The extent to which investors located or residing outside New Zealand/Hong Kong are protected by the regulatory rules of those markets may vary. You should thoroughly consult with legal counsel in connection with your participation in the international offering services and understand all the relevant rules of this investment before making a subscription. You may be unable to enforce the regulatory rules or market rules of New Zealand/Hong Kong to be executed by a regulatory authority of your resident country or region.
7. Liquidity Risks：you should be aware that shares allotted in an international offering maybe lack of liquidity and you may not be able to buy or sell these shares when you want to or for your preferred price, including when market turnover volume drops. Under certain conditions, it could become difficult or impossible for you to sell or liquidate a position in the international offering shares (this can, for example, happen when there is a significant change in prices over a short period), which could cause you to incur losses.
PART B: CLIENT DECLARATION
1. In order to participate in an international offering through Tiger brokers, each participating client must represent and warrant that such client meets all of the eligibility criteria of Hong Kong international offering and other requirements in the Offering Documents and is not disqualified from making a subscription for international offering shares by any term or condition of this Declaration, or any rule or requirement made by the Securities and Futures Commission and the Companies Registry in Hong Kong, or any law of any applicable jurisdiction.
2. You hereby authorize Tiger Brokers to act on your behalf to subscribe for international offering shares in Hong Kong international offering.
3. You confirm that you have read the Offering Documents in respect of the international offering and shall comply with the terms and conditions set out therein.
4. You further confirm that you are qualified subscriber(s) and Tiger Brokers may rely on your declaration in this regard without further assessing your eligibility.
5. You warrant and undertake that this subscription is the only one made for your ultimate benefit in respect of the newly issued shares offering and that you shall make no other subscription for this issue.
6. You understand and agree that Tiger Brokers has the discretion to accept or reject your subscription if you are unable to pay the required subscription value (including any fees related) by the deadline date and time prescribed by Tiger Brokers.
7. By electing to participate in Hong Kong international offering directly or indirectly through Tiger Brokers, you acknowledge that any party through whom you access the international offering are under no legal restriction from participating in the international offering.
PART C: TERMS AND CONDITIONS
（1） You agree to authorize and appoint Tiger Brokers as your intermediary to submit your subscription for international offering shares in Hong Kong international offering, either via itself or any other third party agents.
（2） Any shares in the international offering successfully allotted to you will be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into CCASS for credit to the securities accounts of Tiger Brokers where your shares will be held.
（3） Frozen value of wholly or partially unsuccessful subscriptions will be unfrozen on the day you are notified of the international offering allotment result.
（4） Tiger Brokers only offers the international offering services in jurisdictions where and when they may be lawfully offered. Such products and services are not intended for use by persons located in or resident in jurisdictions which restrict the distribution of such shares.
2. Terms of access
（1） Before you submit a subscription, you undertake that you have read, understood and agreed to be bound by the terms and conditions set out in this document and the Offering Documents, including all restrictions in respect of the international offering set out in the Offering Documents.
（2） Before you subscribe for international offering shares in Hong Kong international offering on behalf of yourself or your clients, you acknowledge that you have ensured that yourself or your clients have read, understood and agreed to be bound by the terms and conditions set out in this document and the Offering Documents, including all restrictions in respect of the international offering set out in the Offering Documents.
（3） By completing and submitting a subscription application, you agree to grant us the right, at our discretion, to review any records you maintain in relation to the subscription you have made on behalf of yourself or your clients. The records include, but are not limited to, client records (for example, Client Agreements, Proof of Address, and other client IDs), records of any review and verification you have conducted to ensure that the client is eligible to participate in the international offering, and any other relevant records. You further warrant to provide all reasonable assistance to us, upon our request, in connection with our exercising of this right.
（4） By submitting a subscription application for shares in Hong Kong international offering, you confirm all of the following for yourself and on behalf of all of your clients:
- You and your clients have sufficient opportunity to access and read the Offering Documents and the information disclosed in them and agree to be bound by all applicable terms and conditions contained within;
- You and your clients have not been prohibited from participation in the international offering by the terms of the Offering Documents;
- You and your clients agree to subscribe for shares in the relevant international offering on the terms and conditions and pursuant to the procedures set out in the Offering Documents;
- You and your clients acknowledge that the international offering services and any material contained on Tiger Brokers’ website and/or platform involve no solicitation of the sale of, or recommendation of, or advice on, any product from us. Your and your clients' subscription and any related transactions conducted by you through Tiger Brokers’ website and/or platform are based on your own judgment and Tiger Brokers acts only as an executor of your transactions;
- You and your clients acknowledge and confirm that you comply with the eligibility criteria set out in the CLIENT DECLARATION above. You and your clients acknowledge that Tiger Brokers will take the above acknowledgement and confirmationat face value and will not be responsible for any inaccurate, untrue or false information or any information which is supplied under false pretenses.
（5） You undertake to immediately notify Tiger Brokers should you become ineligible to subscribe for the international offering.
（6） You warrant and undertake that at all times you have the authorizations and consents (if required) necessary for the transferal, use, control or processing of information transmitted to Tiger Brokers (via Tiger Brokers’ platform or otherwise) in connection with or pursuant to a subscription. You hereby indemnify Tiger Brokers and any related parties against any damages, losses, costs or liabilities arising out of or in connection with any claims against Tiger Brokers and any related parties arising from the transferal, use, control or processing of your information for the purpose of Tiger Brokers providing you with the international offering services.
（7） You covenant and undertake, on behalf of yourself, not to submit duplicate or multiple subscriptions in connection with the same new shares offering (including public offering and international offering).
（8） The information contained on Tiger Brokers’ website and/or platform is not directed at, and is not intended for distribution to or use by, any person located in or resident in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Tiger Brokers to any registration requirement within that jurisdiction or country. You should remind yourself about and observe any such restrictions before accessing and using the international offering services.
（9） Your access to and use of the international offering services is governed by the terms and conditions of your Agreement with Tiger Brokers, the issuer’s terms and conditions as stated in the relevant international offering, and your warranties and representations when submitting the online subscription application to Tiger Brokers.
（10）The international offering services do not constitute any solicitation or recommendation for you to subscribe for any Hong Kong international offering shares or provide any investment advice to leverage your subscription through Tiger Brokers’ Financing Subscription.
（11）In using the international offering services, you acknowledge that you understand and assume the risks of conducting transactions over the Internet (including but not limited to: the transactions may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet).
（12）No subscriptions can be accepted once the international offering closes, or where Tiger Brokers has any reason to believe that the international offering documents or processes for collection and handling of subscriptions have been tampered with, or (where applicable), duplicate or multiple subscriptions have been made to the issuer.
（13）In case you need technical support or have enquiries in relation to the operation of the international offering services, please call our customer service.
3. The offering documents
（1） Any offer or invitation to acquire the shares in an international offering is made solely by means of the Offering Documents. Any subscription for such shares should be made solely based on the information contained in the Offering Documents. Any content, information, or data provided on Tiger Brokers' platform, which is not contained in the Offering Documents, does not form part of an offer or invitation to acquire such shares, and should not be relied upon by you.
4. Procedures for subscription for international offering shares in Hong Kong international offering
（1） Before you decide whether to make a subscription for international offering shares in Hong Kong international offering, you should read the Offering Documents carefully for important information about the Issuer.
（2） Subscription for international offering shares in Hong Kong international offering will be made by the designated broker acting in its capacity as intermediary and agent.
（3） If you are subscribing for international offering shares in Hong Kong international offering via your intermediary or introducing broker, all of the terms and conditions and other provisions of this document shall apply to you and any additional terms and conditions placed on you by such intermediary shall apply.
（4） You may instruct Tiger Brokers to subscribe for international offering shares on your behalf through Tiger Brokers’ website and/or platform if you satisfy all of the eligibility criteria set out in the Offering Documents and in this Statement.
PART D: DISCLAIMER
1. Tiger Brokers is not authorized to and has not added, amended, deleted or in any way changed the contents or form of the information contained in the Offering Documents, nor is Tiger Brokers authorized to make any statement or recommendation, or to provide any additional information or comment concerning the matters and information contained in the Offering Documents, and Tiger Brokers makes no such statement or recommendation by providing the international offering services.
2. In relation to your use of Tiger Brokers' products and services or your reliance on the contents of Tiger Brokers' website and/or platform or any data downloaded from Tiger Brokers' website and/or platform or any information provided by Tiger Brokers, no guarantees, undertakings, warranties or representations (whether express or implied) are made or given in any respects to the extent permitted by laws, including the following:
- The accuracy of any statement made in the Offering Documents;
- The advisability of participation in the international offering;
- The receipt and processing of the subscription details and subscription value provided by you;
- The allotment of international offering shares pursuant to your subscription application; and
- The collection, storage and disclosure of personal data provided by you during the subscription.
3. Unless otherwise specified in the Offering Documents, any matter arising from or in connection with your use of Tiger Brokers’ platforms will not form the basis of any relationship (including contractual or fiduciary) between you and the Issuer, any other parties involved in the international offering or their respective directors, officers, partners, employees, agents or advisers, and neither the Issuer, nor any other parties involved in the international offering, nor their respective directors, officers, employees, agents or advisers is liable for any actions, proceedings or claims which may be brought by you or against you, and for losses or damages of any kind which you may incur or suffer, in connection with your use of Tiger Brokers’ website and/or platform, your reliance on the contents of Tiger Brokers’ website and/or platform or any information or data downloaded from Tiger Brokers’ website and/or platform (other than the Offering Documents, for which the Issuer takes responsibility).
For the purpose of this risk disclosure, client declaration, disclaimer and terms and conditions for Hong Kong international offering, each of these terms have the stated meaning:
- Subscription (or Subscription application) means the form(s) available on the Tiger Broker’s Website or/and platform which are used to collect information and instructions from Clients during an international offering or a follow-on international offering, in connection with and pursuant to the Offering Documents.
- Subscription value means client payment in respect of and in consideration for subscription for international offering shares in Hong Kong international offering. Subscription value includes the estimated transaction levy, trading fee and brokerage commission that you will need to pay to subscribe for international offering shares.
- Clients mean any person electing to use Tiger Broker’s international offering services, directly or indirectly, including through any intermediary or on behalf of any other person.
- Tiger Brokers means Tiger Brokers (NZ) Limited.
- Intermediary means any entity which is authorized by client to submit subscription for international offering shares in Hong Kong international offering and handle the issues in respect of the international offering.
- International offering services means the services provided by Tiger Brokers and its related parties to eligible clients, including: providing access to the international offering, collecting information and instructions from Clients and submitting the subscription to participate in the international offering via Tiger Broker’s Website and/or platform.
- Tiger Brokers' Website means the internet site established, operated and maintained by Tiger Brokers and/or its designated third parties, or such applicable Computer Interface or Application Programming Interface designed to provide the international offering services in relation to an international offering of securities by an Issuer.
- Financing Subscription means the financing provided by Tiger Brokers in connection with and for the purpose of making a subscription, subject to the terms and conditions set out in this Statement.
- Issuer means any company or other legal person whose equity or debt securities are the subject of an application for listing on GEM or the Main Board of the Hong Kong Stock Exchange, or some or all of whose equity or debt securities are already listed on GEM or the Main Board of the Hong Kong Stock Exchange.
- Offering Documents means the prospectus and (if applicable) any term sheets relating to the international offering of securities by the Issuer, supplemental prospectus or other documents in connection with the international offering.
- International offering means an offer of debt or equity securities to certain institutional or professional investors and other investors qualified.