Terms for Investor

1. GENERAL
   
   
   • AMB CONNECT SDN. BHD. (REGISTRATION NO. 202201042696 (1488393-H)) hereinafter “AMB Connect”, “we”, “us”, or “our” is the owner and operator of the equity crowdfunding platform known as “AMB Connect”, accessible via the website with the domain name www.ambconnect.com (“Platform”).
   • These Terms For Investor (“Terms”) shall apply to all Investors, and where applicable, to Users (as defined hereinafter).
   • Before accessing to or using the Platform (whichever is earlier), all Investors and Users shall carefully read and accept these Terms. By assessing to the Platform, all Investors and Users shall carefully shall be deemed to have understand these Terms and expressed their acceptance all provisions contained in these Terms.
   • AMB Connect reserves the right to update and amend these Terms at any time at our sole discretion, with the amended Terms becoming effective immediately upon upload to the Platform, and all Investors and Users shall be responsible for regularly reviewing the updated Terms. By continuing to use the Platform, all Investors and Users shall carefully shall be considered to have expressed their acceptance of any and all amendments made to these Terms.


2. DEFINITION AND INTERPRETATION
   
   
   • Definition
     
     In these Terms, the following expressions shall have the following respective meanings:
     
     “All Terms” means these Terms, along with any other terms and conditions and the Privacy Policy posted on the Platform (as may be varied, amended or supplemented from time to time);
     
     “Angel Investor” shall have the meaning ascribed to it in the Guidelines;
     
     “Applicable Laws” means with respect to any person, any and all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction and to which such person is subject;
     
     “Applicant” means any person who makes application to AMB Connect for registration as an Investor;
     
     “Business Day” means a day on which banks are open for business in Kuala Lumpur (other than a Saturday or Sunday or gazetted public holidays);
     
     “Campaign” means the offering of an Issuer's shares on the Platform for subscription by Investors;
     
     “Campaign Period” in respect of a particular Campaign, means the duration of the Campaign to be hosted on the Platform for the Investors to subscribe the Offer Shares;
     
     “Cooling-Off Period” means a period of six (6) Business Days following the end of the Campaign Period;
     
     “CMSA” means the Capital Markets and Services Act 2007, as may be varied, amended or supplemented from time to time;
     
     “Cooling-Off Period” means a period of six (6) Business Days following the end of the Campaign Period;
     
     “ECF Agreements” means collectively: -
     
     
     1. the Nominee Agreement or Trust Deed, as the case may be;
     2. the Investment Agreement;
     3. the Shareholders' Agreement;
     4. such other agreements and documents as may be required by AMB Connect;
     
     “ECF Funds” in respect of a particular Campaign, means the funds invested by each Investor through the Platform;
     
     “Existing Shareholders” in respect of a particular Campaign, means the existing shareholders of the Issuer;
     
     “Fund Trustee” means the trustee appointed by AMB Connect to hold the Trust Funds on trust;
     
     “Guidelines” means the Guidelines on Recognised Markets issued by the SC, as may be amended from time to time, and include such other guidelines, orders, directives, by-laws, regulations and policies as may be issued from time to time by the relevant authorities in respect of equity crowdfunding in Malaysia;
     
     “Investment Agreement” in respect of a particular Campaign, means the investment agreement to be executed between the Issuer, the Existing Shareholders (if applicable) and the Investors;
     
     “Investor” means any person who invests in any Campaign on the Platform and the term “Investors” shall be construed accordingly;
     
     “Issuer” means an entity who approved by AMB Connect to conduct Campaign on the Platform and the term “Issuers” shall be construed accordingly;
     
     “Issuer Agreement” in respect of a particular Campaign, means the issuer agreement to be executed between AMB Connect, the Issuer and the Existing Shareholders (if applicable) in such form and substance prescribed by AMB Connect;
     
     “Nominee” in respect of a particular Campaign, means a person nominated and appointed by the Investors to hold the Offer Shares, subject to the terms and conditions of the Nominee Agreement;
     
     “Nominee Agreement” in respect of a particular Campaign, means the nominee agreement to be executed between the Issuer, the Investors and the Nominee;
     
     “Offer Shares” in respect of a particular Campaign, means the shares being offered by the Issuer to the Investors;
     
     “Oversubscription” in respect of a particular Campaign, means the amount exceeding the Targeted Amount as a result of Oversubscription;
     
     “Oversubscription Amount” in respect of a particular Campaign, means the amount exceeding the Targeted Amount as a result of Oversubscription;
     
     “Retail Investors” any person who falls outside the definition of Sophisticated Investors and Angel Investors;
     
     “SC” means the Securities Commission of Malaysia;
     
     “Share Trustee” in respect of a particular Campaign, means a person nominated and appointed by the Issuer and Investors to hold the Offer Shares, subject to the terms and conditions of the Trust Deed;
     
     “Shareholders' Agreement” means the shareholders' agreement to be executed between the Issuer, the Existing Shareholders (if applicable), the Investors and the Nominee or Share Trustee (as the case may be) to govern their relationship;
     
     “Shariah Principles” means the applicable Shariah rulings, principles and concepts endorsed by the Shariah Advisory Council of SC from time to time, including but not limited to the Shariah Screening Assessment Toolkit for Unlisted Micro, Small and Medium Enterprise introduced by the SC;
     
     “Sophisticated Investors” shall have the meaning ascribed to it in the Guidelines;
     
     “Successful Campaign” shall have the meaning as ascribed to it in Clause 6.5;
     
     “Targeted Amount” in respect of a particular Campaign, means the targeted amount of funds sought to be raised by the Issuer;
     
     “Trust Account” in respect of a particular Campaign, means the Shariah-compliant trust account opened in the name of AMB Connect, in which all the Trust Funds are deposited, and which is maintained by the Fund Trustee on trust for the AMB Connect;
     
     “Trust Deed” in respect of a particular Campaign, means the trust deed to be executed between the Issuer, the Investors, and the Share Trustee;
     
     “Trust Funds” means the ECF Funds deposited by the Investors in the Trust Account;
     
     “User” means any person browsing, accessing, using and/or viewing the Platform, whether active, semi-active or inactive user, and including both Issuers and Investors, and the term “Users” shall be construed accordingly.
   
   
   • Interpretation
     
     In these Terms, unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided: -
     
     
     1. any reference to “these Terms” is a reference to these Terms and any written amendments, modification or supplemental of these Terms from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of these Terms ;
     2. any reference to “All Terms” is a reference to All Terms and any written amendments, modification or supplemental of All Terms from time to time, and includes a reference to any document which amends, modifies or is supplemental to the provisions of All Terms
     3. any reference to “writing”, or cognate expressions, includes any communication effected via the Platform, electronic mail, telex, cable, facsimile transmission or other comparable means but shall not include short messaging services, instant messaging services or internet chat;
     4. headings and underlining are for convenience only and shall not be deemed to affect the interpretation of the Terms ;
     5. words importing the singular include the plural and vice versa and words importing a gender include any gender;
     6. any part of speech or grammatical form of a word or phrase defined in these Terms has a corresponding meaning;
     7. any reference to “person” includes individual, partnership, company or corporation;
     8. the expression “AMB Connect”, “Issuer”, “Applicant”, “Investor” and “User” shall, where the context permits, include their respective successors, personal representatives and permitted assigns;
     9. a reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all by-laws, instruments, orders, rules and regulations made thereunder;
     10. any reference to a date or time is a reference to that date or time in Malaysia;
     11. any reference to “pay” or cognate expressions, includes payments made by way of cheques upon clearance (draw on a bank licensed to carry on banking business under the Applicable Laws) or effected through inter-bank transfers to the account of payee, giving the payee access to immediate available, freely transferable, cleared funds;
     12. all transactions and payments must be completed and cleared or received during the normal business hours of AMB Connect, as may be amended from time to time. If a transaction is not confirmed by the close of business hours on a Business Day, such transaction will be confirmed and deemed to have become final and binding at the opening of business hours on the following Business Day; and
     13. no rule of construction shall apply to the detriment of a party by reason of that party having control and/or was responsible for the preparation of the Terms or any part thereof.


3. TYPES OF INVESTOR
   
   
   • Subject to the Guidelines, there are three (3) types of Investor who are eligible to register as an Investor on the Platform, namely:
     
     
     1. Retail Investors;
     2. Angel Investors; and
     3. Sophisticated Investors.
   • Each Investor shall meet the following criteria: -
     
     
     1. where an Investor is an individual (“Individual Investor”) - attains the age of 18 and is of sound mind;
     2. where an Investor is an entity (“Corporate Investor”) - duly incorporated under the laws of its place of incorporation, and is legally able to invest in businesses.
   • The Platform is designed for Individual Investor who are residents in Malaysia and Corporate Investor that are incorporated, formed or registered under the relevant laws of Malaysia. Any persons who are residents outside of Malaysia and wish to fund in any Campaign, shall be responsible for complying with all Applicable Laws in its own country or from which it may access the Platform.


4. REGISTRATION AS AN INVESTOR
   
   
   • Any person intending to participate in any Campaign shall first apply a user account on the Platform by selecting whether they are an Corporate Investor or Individual Investor. The application process includes providing information and documents as requested on the registration page, agreeing to All Terms, and setting up login credentials.
   • Following initial registration, Applicant can log in to access their user panel, which initially has limited functionality, at which point they may then apply to register as an Investor by providing additional required documentation (“Application”). AMB Connect will subsequently conduct customer due diligence on the Applicant, either by our own means or through third party service providers, in accordance with AMB Connect's internal rulebooks, guidelines and policies (as may be varied, amended or supplemented from time to time).
   • Subject to the results of the customer due diligence, AMB Connect may, at our sole and absolute discretion, either approve or reject the Application, where:
     
     
     1. If the Application does not meet our criteria, we may deactivate the Applicant's user account, and/or request additional documents and information to reassess the Application; and
     2. If the Application is approved, the Applicant's status will be upgraded to “Investor”. An Investor will gain access to full account features and can participate in any Campaign on the Platform.


5. INVESTMENT LIMIT
   
   
   • An Investor may invest in any Issuer provided the limits of the investment amount set forth in the Guidelines is duly complied: -
     
     
     1. Retail Investors - A maximum of RM 5,000-00 per Issuer within a total amount of not more than RM 50,000-00 within a twelve (12) month period;
     2. Angel Investors - A maximum of RM 500,000-00 within a twelve (12) month period; and
     3. Sophisticated Investors - No restrictions on the investment amount,
     or such other amounts as may be prescribed in the Guidelines from time to time.
   • The abovementioned limits of the investment amount are applicable to local and foreign Investors.


6. INVESTMENT PROCESS
   
   
   • The Investors shall be entitled to participate in a Campaign by depositing the ECF Funds into the Trust Account during the Campaign Period.
   • The Campaign Period shall end (a) upon reaching the Targeted Amount, or (b) upon the expiry of the Campaign Period, whichever is earlier.
   • If the Targeted Amount is met on or before the expiry of the Campaign Period, there will be a Cooling-Off Period which allows the Investors to exit the Campaign and withdraw the respective ECF Funds in full, free of interest from the Trust Account.
   • In the event the Targeted Amount is not met on the last day of the Cooling-Off Period or, if the Targeted Amount is met on or before the Campaign Period but subsequently not maintained on the last day of the Cooling-Off Period, the Campaign shall be deemed unsuccessful and the ECF Funds shall be refunded, free of interest, to the relevant Investors, subject always the relevant ECF Funds are released by the Fund Trustee.
   • If the Targeted Amount is reached prior to the expiry of the Campaign Period but is not maintained on the last day of the Cooling-Off Period, the Campaign may be continued until the last day of the Campaign Period, provided always that AMB Connect's prior written consent is obtained.
   • In the event the Targeted Amount is met within the Campaign Period and subsequently maintained on the last day of the Cooling-Off Period, the Campaign shall be successful (“Successful Campaign”). The Trust Funds shall subsequently be released to the Issuer, subject to the fulfilment of the following conditions precedent within fourteen (14) calendar days after the expiry of the Cooling-Off Period, or such period as described by AMB Connect at our absolute discretion: -
     
     
     1. AMB Connect having released a letter of confirmation confirming the list of Investors who will be admitted as shareholders of the Issuer pursuant to the terms of the Nominee Agreement or Trust Deed, as the case may be;
     2. there being no material adverse change in the product/services, business, operations or financial condition of Issuer, and AMB Connect's receipt of the letter issued by the Issuer confirming that there is no such material adverse change;
     3. the Issuer having complied with and continuing to comply with the Guidelines, the Shariah Principles and the Applicable Laws, and receipt of the letter issued by the Issuer to AMB Connect confirming as such;
     4. the Issuer having obtained all necessary approvals for the issuance and allotment of the Offer Shares to the Investors, Nominee or Share Trustee (as the case may be), including its shareholders' and board of directors' resolution;
     5. the Issuer having complied all provisions under All Terms, ECF Agreements and any documents related to the Campaign;
     6. the Issuer having executed all definitive transaction documents in relation to Campaign with the Investors and if applicable, the Nominee or Share Trustee (as the case may be), including but not limited to the ECF Agreements;
     7. where applicable, the Issuer satisfying the due diligence enquiries as required by the Fund Trustee; and
     8. any other conditions as may be reasonably imposed by AMB Connect.
   • In the event of a Successful Campaign but there is Oversubscription, the Issuer shall not be entitled to any Oversubscription Amount and the Issuer shall allot the Offer Shares to Investors on a first-come-first-serve basis and refund the excess ECF Funds without interest to Investors who deposit later. The refund of the excess ECF Funds are subject to the Fund Trustee releasing the relevant portion of the Trust Funds.


7. ISSUANCE AND ALLOTMENT OF OFFER SHARES
   
   
   • In response to the CA, which limits the number of shareholders in a private limited company to a maximum of fifty (50) shareholders at any given time, the Offer Shares may be issued and allotted to the Nominee or Share Trustee (as the case may be). Nothing contained herein precludes the direct issuance and allotment of the Offer Shares to Investors, provided it complies with all Applicable Laws and is agreed upon by the Issuer.
   • Nominee or Share Trustee
     
     
     1. In the event of a Successful Campaign, the Issuer, Investors and Nominee or Share Trustee (as the case may be) shall enter into a Nominee Agreement or Trust Deed (as the case may be) to govern their relationship. Such Nominee Agreement or Trust Deed (as the case may be) covers various aspects, including but not limited to the transfer of shares, management of dividends, and other rights.
     2. The Nominee or Share Trustee (as the case may be) will act on behalf of the Investors in a particular Successful Campaign, holding the Offer Shares on behalf of the Investors, managing communication and relationship between both Issuer and Investors, and ensuring all actions are subject to the terms and conditions of the Nominee Agreement or Trust Deed (as the case may be).
     3. The Issuer shall issue and deliver share certificate(s) in the name of the Nominee or Share Trustee (as the case may be), setting out the number of the Offer Shares held by the Nominee or Share Trustee (as the case may be) on behalf of the Investors. Subject to the terms and conditions of the Nominee Agreement or Trust Deed (as the case may be), the Nominee or Share Trustee (as the case may be) will issue written documents to the Investors to confirm their beneficial ownership in the Offer Shares held by the Nominee or Share Trustee (as the case may be) on their behalf.


8. ACCOUNT AND SECURITY
   
   
   • The login credentials are strictly personal and non-transferable. Each Investor shall ensure that only it has access to the Platform using its login credentials and any login with the Investor's credentials is deemed to be the Investor's action.
   • The Investor shall be solely responsible for the safekeeping of login credentials and any activity that occurs on its account. AMB Connect is not responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the Investor's failure to comply with this Clause 8.
   • The Investor is permitted to use and access the Platform solely for the purposes as outlined in All Terms and any agreements executed by it in relation to its investment. The Investor shall not bypass or manipulate the Platform systems, nor access the Platform for any unauthorized, malicious, illegal, or fraudulent purposes.
   • The Investor shall notify us immediately of any breach of security or unauthorized use of its account. AMB Connect shall not be liable for any losses caused by any unauthorized use of its account./li>
   • We reserve the right at our sole discretion, at any time and from time to time and without assigning any reason whatsoever, to reject, approve, suspend or terminate the Investor's assess and use of the Platform, and/or to revoke the registration status and deactivate its account on the Platform.
   • The revocation of the status of the Investor under these Terms shall not result in a termination of any contracts or other agreements to which the Investor is a party at the time being.


9. THE ROLE OF AMB CONNECT
   
   
   • Each Investor acknowledges that AMB Connect serves an administrative function by facilitating the connection between Investors and Issuers and facilitating the exchange of documentation and information between them and that AMB Connect is not a party to any agreements between Investors and Issuers unless acting as an Investor, and it does not handle any funds from Investors or Issuers apart from the payment of fees to by any Issuers.
   • AMB Connect does not offer any form of advice, including investment, legal, tax, or other advice, regarding transactions conducted through the Platform, except for technical guidance on Platform usage. Nothing on the Platform or in communications to Users is intended to be construed as advice.


10. GUIDELINES AND ALL TERMS
    
    
    • Each Investor and User shall comply with the Guidelines at all times.
    • By accessing to or using the Platform, each Investor and User shall be deemed as having read, understood, and agreed to the provisions outlined in the Other Terms.


11. MISCELLANEOUS
    
    
    • Entire Agreement. These Terms constitutes the entire agreement between the parties concerning its subject matter.
    • Severability. If at any time any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.
    • No Assignment. These Terms will inure to the benefit of AMB Connect, our successors and assigns and may be transferred by AMB Connect to any party without the User's prior approval upon notice to User. These Terms are personal to Users and it shall not, without the prior written consent in writing of AMB Connect, assign, novate or otherwise deal with the whole or any part of these Terms or its rights or obligations hereunder.
    • No Waiver. A delay or failure of any party to exercise any right or remedy pursuant to these Terms will not operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under these Terms are cumulative and the exercise of one right or remedy will not limit the exercise of any other right or remedy.
    • No Partnership. These Terms shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Terms shall be construed so as to constitute AMB Connect and the Users as agents of one another.
    • Governing Law. These Terms are governed by and construed in accordance with the laws of Malaysia.