Application for Subscription of Securities issued in IPOs

In view that you have opened and continued to maintain a securities account in Future Land Resources Securities Limited (“Our Company”) and have agreed to accept all the terms of Our Company’s Client’s Master Agreement, we hereby provides you with our online service for the subscription of securities issued in Initial Public Offerings (IPOs) (the “Service”).

 

Our Company hereby reminds you of the terms and conditions imposed by Our Company for the use of the Service (the “Terms”). Please read the Terms and all the terms and conditions set out in the Prospectus and the offering documents before using our online service for the subscription of securities issued in IPOs. By pressing the “Accept” button displayed at the end of this webpage, you shall be deemed to have accepted and be bound by the Terms and all the terms and conditions set out in the Prospectus and the offering documents.

 

Note: the terms and conditions of the Prospectus and offering documents can be downloaded from the following website:

http://www.hkexnews.hk/reports/newlisting/prospectus_c.htm

 

Eligibility for making an Application for Subscription of Securities

1.     The Service is only offered to eligible persons who are qualified to apply for securities in the relevant public offer in accordance with the terms and conditions of such public offer.

2.     Any Applicant who wishes to make an application for the subscription of securities must be over 18 years of age and must satisfy all other requirements (if any) specified by the issuer and / or Our Company.

3.     Only individual Applicants can use the Service (The Service is not available for Corporations or Partnerships Applicants). Where the securities account designated by any Applicant in respect of an application for securities is a joint account, Our Company will process that application as a joint application by all the individuals holding such securities account and each individual shall be referred to as an Applicant.

4.     Each Applicant must apply for securities as principal only. Any application by the Applicant as agent, nominee or trustee for any other person will not be processed by Our Company.

 

Applicant’s Responsibilities

1.     Each Applicant should read the terms and conditions and the application procedures set out in the Prospectus and other applicable offering documents of the relevant public offer using the Service and shall be bound by them. Each Applicant warrants and undertakes to Our Company that he / she will be in full compliance with the terms and conditions and application procedures of the relevant public offer.

2.     Each Applicant shall use the Service in strict compliance with the Terms and the provisions (in particular, the terms and conditions of the relevant public offer and the selling restrictions applicable to that public offer) set out in the Prospectus, the online application instruction, the instruction pages for payment and other terms and conditions set out on the relevant websites. The Applicant acknowledges that Our Company is not required to submit an application on behalf of the Applicant if the Applicant fails to comply with any of the foregoing.

3.     Each Applicant authorised Our Company and each nominee to instruct and authorise the issuer of the relevant public offer and / or other parties in connection with that public offer, to execute any transfer forms, contract notes or other documents and to do all things necessary to register any securities allocated to the nominee pursuant to any application made on the Applicant’s behalf in accordance with the terms and conditions of that public offer, as required by the articles of association of the relevant issuer, and otherwise to give effect to the arrangements described in the Prospectus of the relevant public offer.

4.     Each Applicant authorises Our Company to use, hold, process, disclose and / or transfer to any person, including any member of Our Company’s group, government or regulatory authority in any jurisdictions, the issuer, other relevant parties in connection with the relevant public offer and any subcontractor, affiliate, agent or nominee of Our Company all or any personal data and other information relating to the Applicant if required by any law, regulation, court order or any government or regulatory authority in any jurisdiction, or if such use, retention, process, disclosure or transfer, in the reasonable opinion of Our Company, is necessary for the provision of the Service or is requested or required in connection with that public offer.

5.     No Applicant shall or attempt to copy, reproduce, republish, frame, upload to a third party, transmit or distribute the whole or any part of any Prospectus, application form and / or other offering documents relating to any public offer.

6.     By using the Service, each Applicant assumes the risks associated with conducting transactions on the relevant websites and through the internet, including (i) interruption, transmission blackout or delayed transmission due to internet traffic and (ii) incorrect data transmission due to the public nature of the internet.

7.     Each Applicant should consider whether to make an application for securities in respect of a public offer by reference to his / her financial situation, investment experience, investment objectives, position and other conditions and needs and if required, seek independent professional advice on legal, tax and other issues in connection with the Service, the Terms, the Prospectus of the relevant public offer and any transactions and dealings which may affect him / her under all applicable laws.

8.     In the case of a joint application, an application submitted by any joint Applicant shall be binding on each of the other joint Applicants. Any joint Applicant who submits the application warrants that he / she is duly authorised by each of the other joint Applicants to submit the application on his / her behalf and provide personal data and other information relating to him / her. All joint Applicants shall be jointly and severally liable for all applications, transactions and dealings effected by using the Service.

9.     Each Applicant accepts all things done by Our Company and / or each nominee on the Applicant’s behalf pursuant to any application instruction given to Our Company through the Service. Each Applicant indemnities Our Company and each Nominee against any loss or claims suffered or incurred by each of them in connection with any application for securities on the Applicant’s behalf.

 

Applicant’s Undertakings, Warranties and Representations

1.     The Applicant warrants that, he / she has read all the terms and conditions set out in the Prospectus, all other applicable terms and conditions and related application procedure, and has fully comply with all the relevant regulations and requirements.

2.     The Applicant acknowledges that by using the Service, he / she agrees to assume and bears the risks associated with conducting transactions online through the internet including (i) interruption, transmission blackout, delays in transmission due to unpredictable internet traffic congestion; (ii) incorrect data transmission due to the public nature of the internet.

3.     The Applicant acknowledges that the share price after listing would be subject to market fluctuation. The Applicant must read the Prospectus to understand the relevant information about the issuer and assess his / her risk tolerance level and investment objectives before submitting an application.

4.     The Applicant warrants that all the information provided in the course of making all online applications is true, complete and up to date in all respects.

5.     In respect of each public offer, each Applicant undertakes to accept and confirm all transfers to the Applicant of any quantity of securities allotted to the nominee pursuant to any application made on the Applicant’s behalf through the Service may be less than the quantity applied for.

6.     Where multiple applications are not permitted, each Applicant warrants that the application made by the Applicant through the Service is the only application made by the Applicant in the relevant public offer. The Applicant is fully aware that multiple or suspected multiple applications will, in a public offer which does not allow multiple applications, be rejected by the relevant issuer.

7.     The Applicant understood and agreed that unless there is prior consent from Our Company, once an application for subscription of securities is submitted, the Applicant cannot revoke, amend or withdraw an application.

 

Limitation of the responsibility of Our Company

1.     Our Company shall not have any liability in respect of, is not responsible for, has not authorised and shall not be deemed to have authorised the contents of the Prospectus of any public offer or the application form(s) or other documents relating to any public offer, which are the responsibility of the issuer.

2.     Our Company shall not be responsible for any loss which any Applicant may suffer as a result of any investment effected by the Applicant using the Service.

 

Fees, Expenses and Rebates

1.     Our Company in its various capacities in connection with a public offer and any applications are entitled to receive and retain any rebate whether in the form of a fee or commission or brokerage or otherwise arising out of or in connection with the securities successfully allotted to any Applicant. Our Company will, without any liability to account to any Applicant, be entitled to retain any fees, commissions or rebates, received by it.

2.     Our Company reserves the right to charge fees in relation to the use of the Service or with respect to any public offer, and to revise such fees from time to time. Such fees shall be in additional to, and not in lieu of, any fees which any Applicant may be required to pay in relation to the Applicant’s securities accounts. Prior to the imposition or revision of any fees, Our Company will notify the Applicants of the rate and other details of such fees. Provided that the Applicant uses the Service after the effective date for imposing the fee or the revised fee, such imposed fee or revised fee shall be binding on that Applicant. Fees may be collected from an Applicant in such manner and at such intervals as Our Company may specify. Paid fees are not refundable except otherwise specified by Our Company.

3.     Our Company is authorised to debit any fees, charges and expenses in connection with the provision of the Service from each Applicant’s designed account and, in the event where the relevant account is overdrawn as a result of such debit, interest shall be payable by the Applicant at such rate and on such terms as Our Company shall determine.

4.     Where there is insufficient funds in an Applicant’s designated account (or Our Company has any other reasonable grounds), Our Company reverses the right not to proceed with an application made by that Applicant.

 

Authorisation to Debit Application Money and Expenses

1.     Each Applicant authorises Our Company to debit the amount of application money (which for all purposes shall include any premium payable by an Applicant) from the Applicant’s designed account as well as any other amount representing actual or contingent liabilities incurred by Our Company as a consequence of performing the instruction on behalf of the Applicant.

2.     Each Applicant must ensure that there are sufficient funds in the designated account to pay the application money (which for all purposes shall include any premium payable by an Applicant) and the related expenses to be incurred in connection with the application no later than 0:00 a.m. on the closing day of the relevant public offer.

3.     If the offer price (as finally determined by the issuer) is more than the application money initially paid by the Applicant on application, the Applicant instructs and authorises Our Company to debit the shortfall from the designated account.

4.     Each Applicant understands and agrees that Our Company is not obliged to but shall have the sole discretion to submit the application notwithstanding insufficient funds in the designated account to pay the application money and all related fees, charges and expenses in connection with the application. In that case, the Applicant fully authorises the Bank to overdraw the designated account and undertakes to be fully responsible for such overdraft including all interest payable to the Bank on the amount overdrawn.

 

Authority to Deposit the Issued Shares into the Securities Account

1.     Each Applicant applying for subscription of securities through the Service authorises Our Company or nominee to deposit any securities allotted to him / her to his / her securities account or in case of joint applicants, to their joint securities account.

 

Refund of Application Money

1.     where no application has been submitted on behalf of any Applicant because the Applicant, in Our Company’s reasonable opinion, has failed to comply fully with the Terms and other applicable terms and conditions (or if Our Company has grounds not to process the Applicant’s instructions), Our Company will arrange for refund of the application money to the extent debited (in full but without interest) to the Applicant by crediting the relevant sum to the account from which the application money was initially debited on the refund date as announced by the issuer of the relevant public offer. If an application is duly submitted but is unsuccessful (or only partly successful), Our Company will arrange for refund of the application money (or the applicable balance in the case of a partly successful application) on the refund date as announced by the issuer of the relevant public offer in the same manner described in this condition.

2.     In the event that the offer price (as finally determined by the issuer of the relevant public offer) is less than the application money initially paid by any Applicant on application, Our Company will arrange to refund the surplus application money to the Applicant in accordance with the terms and conditions of that public offer.

3.     All fees, charges and expenses charged by Our Company in connection with the application through using of the Service are not refundable unless otherwise specified.

 

Performance

1.     Our Company may sub-contract, outsource or delegate the performance of any part of the Service to any third parties or otherwise appoint any other person as its nominee or agent to perform any part of the Service on its behalf.

 

Amendments

1.     Our Company may revise the Terms and / or introduce additional terms and conditions relating to the Service. Any revision and / or addition to the Terms shall become effective subject to Our Company’s notice by means as Our Company thinks fit and such revision and / or addition to the Terms shall be binding on each Applicant if he / she continues to maintain or use the Service on or after the effective date of variation.

 

Severability

1.     Each of the provisions of the Terms is severable and distinct from the others and if at any time one or more of such provisions is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall not be affected in any way.

 

Waiver

1.     No act, delay or omission by Our Company shall affect its rights, powers and remedies under the Terms or any further or other exercise of such rights, powers or remedies. The rights and remedies under the Terms are cumulative and not exclusive of the rights and remedies provided by law.

 

Applicable Laws and Governing Jurisdictions

1.     The Terms shall be governed by and construed in accordance with the laws of the Hong Kong Administrative Region (“HKSAR”);

2.     Each of Our Company and the Applicant submits to the non-exclusive jurisdiction of the courts of HKSAR but the Terms may be enforced in the courts of any competent jurisdiction.

 

Applicability

The content of this website is available in both Chinese and English. In case of any discrepancy between the English version and the Chinese version, the English version shall prevail.