LEGAL MATTERS

 

PLEASE READ THESE TERMS OF USE (THE “AGREEMENT” OR THE “TERM OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ATA PLUS Sdn. Bhd. AND/OR ITS SUBSIDIARIES (“ATA PLUS”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS OF USE FOR YOUR USE OF THE WEBSITE AT www.ata-plus.com, ALL OTHER SITES OWNED AND OPERATED BY ATAPLUS THAT REDIRECT TO www.ata-plus.com, ALL SUBDOMAINS (COLLECTIVELY, THE “SITE”), AND ALL THE SERVICES OWNED AND OPERATED BY ATA PLUS (TOGETHER WITH THE SITE, COLLECTIVELY, THE “SERVICE”).

BY USING THE SERVICE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE OR CONTRIBUTING CONTENT, INFORMATION, OR OTHER MATERIALS OR SERVICES TO THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

The Terms of Use may be updated from time to time without notice. If at any time you do not agree to these Terms of Use, please refrain from using the Site. If you continue to use the Site after any changes are made to these Terms of Use, then you will be deemed to have agreed on those changes.

Summary of Service

ATA PLUS is a licensed intermediary equity crowdfunding platform that brings together Users and prospective issuers (“Companies”). Users visit the Site to learn about, assist, advise, create profiles for, browse, and/or fund Companies who have been listed to raise funds. ATA PLUS is a platform where Users can interact, network, learn about, and connect with other Users.

By accessing the ATA PLUS Site or using the Service in any manner, you become an ATA PLUS user (“User”). Users who have a business or commercial-related enterprise (“Company”) that wants to be funded may create a profile for their company (“Company Profile”) for listing. The User who creates a Company Profile becomes a founder for that Company (“Issuer”).

For the purpose of clarity, most of the statements under the Risk Warning and Guidelines & Eligibility are extracted from legal articles as stipulated by Security Commission’s Guidelines on Regulation of Markets under Section 34 of CMSA and Proposed Regulatory framework for Equity Crowdfunding 2014. The following terms are used and may refer to the specific user of this platform :

Sophisticated Investor

High Net individual i.e. an individual with a total wealth or net personal assets exceeding RM 3 million or its equivalent in foreign currencies

High Net Entities (Companies/Corporations) i.e. a corporation with total net assets exceeding RM 10 million or its equivalent in foreign currencies based on the last audited accounts

Angel Investor

An investor that is accredited by the Malaysian Business Angels Network (MBAN) as an angel investor

Retail Investor

An investor that does not fall under the categories of either Sophisticated Investor or Angel Investor

Issuer/Entrepreneur

A user hosted on ATA PLUS equity crowdfunding platofrm ("Site") to offer its shares on the platform (referred to as 'Entrepreneur' on the platform)

ATA PLUS is a platform that permits Issuers to offer and sell shares in their Company directly or indirectly (as a “licensed operator” by Security Commission) which may be accessed at www.ata-plus.com

Disclaimer

With the exception of any specific services explicitly stated elsewhere in these Terms of Use and Guidelines & Eligibility, you understand and agree that :

  • The Site is provided “as is” and on an “as available” basis. ATA PLUS make no warranty or representation that the site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure or that all information provided will be accurate.
  • ATA PLUS makes no guarantee of any particular outcomes from the use of the Site.
  • No part of this Site is intended to constitute advice on investment or financial matters.
  • ATA PLUS does not negotiate terms for and on behalf of third parties.
  • ATA PLUS does not compensate its employees, agents or other persons affiliated with ATA PLUS Sdn Bhd for the solicitation/sale of shares on the portal.
  • Your use of the Site and its content is at your own risk.
  • ATA PLUS provide no warranty or guarantee that the Site is free of viruses, malicious computer code or other forms of interference that may damage your computer or any other devices, or that access to the site will be uninterrupted, timely or secure.

ATA PLUS is glad to host a list of businesses and its potential investors on our platform. We are passionate about financial inclusion as well as matching lucrative businesses with investors to bring about positive social and economic outcomes. However, it is important for users to understand the characteristics and the workings of an equity crowdfunding marketplace.

The following are key characteristics that defines ECF :

  • Issuers using ATA PLUS' platform include start-ups, early stage and growth stage businesses. Investment in these types of businesses carries a considerable level of risks.
  • You may lose your entire investment, and must be in a position to bear this risk without undue hardship.
  • The law stipulated under Security Commission's regulation on equity crowdfunding requires people who offer financial products to give information to investors before they invest.
  • This rule however does not apply to offers made by issuers (entrepreneurs) using ATA PLUS to raise funds. As a result, you as an investor may not be given all the information usually required.
  • It is therefore fundamental for investors to utilize their rights prior to committing to invest by asking questions, reading all information given carefully, and seek independent financial advice where there is need.

Risks involved in investing in early-stage as well as growing businesses can be listed as follows :

  • Uncertainty of returns : Depending on the shareholders’ agreement (which differs from business to business), many companies may not opt to pay dividends, therefore depriving investors of early and short-term returns. Businesses often reinvest what they earn in the growth or survival of the business, which may as well be the priority for both business owners and shareholders.
  • Lack of liquidity : There is no guarantee that an investor will be able to sell their shares when they want to and to whom. Currently, there is no recognized secondary market for trading shares in companies funded by equity crowdfunding. (Please read more on ‘exit strategy’ on our FAQ section).
  • Dilution : The same company that reaches it’s funding target may later on need more funding to grow or survive. It is possible that the company may issue more shares, thus undermining the value of the shares as offered previously on listing.
  • Materiel events : Start-up and growing businesses often have highly specialized and focused offerings. This may lead to significant vulnerability of the business to internal and external threats, making it difficult for the business to absorb material events such as loss of key personnel and customers
  • Lack of control : Business rarely give up a big portion of their shares to investors, making most investors a minority shareholder individually or collectively. Minority shareholders have little or no influence on how the company is run. Having said that, as a concern shareholder, investors can make enquiries as well as to offer assistance in ways that the business owners see fit.

A rule of thumb for all potential investors; investments made through equity crowdfunding should be in the effort to diversify one’s portfolio and to spread risks. Investors are highly advised to acquire as much information on the business they want to invest in order to derive an informed investment decision. To carry on independent and individual due diligence.

For Investors

ATA PLUS equity crowdfunding platform is open to all types of investors subject to compliance to Security Commission’s proposed investment limits. The following are limits applicable to respective investor types:

  • Sophisticated Investors : No restriction on investment amount
  • Angel Investors : A maximum of RM 500,000 within a 12-month period
  • Retail Investors : A maximum of RM 5,000 per issuer with a total amount of not more than RM 50,000 within a 12-month period

Investors on the ECF platform also benefit from a 6-day cooling-off period; they are free to withdraw their investment should they change their mind during the period

For Issuers

A listing on the ECF platform is also attractive as such listings will not require the SC’s approval under section 212 of the Capital Market and Services Act nor would it be subject to having to register a prospectus.

Micro-funds are also permitted under the Guidelines to participate and raise unlimited funds from sophisticated investors and angel investors through the ECF platform, provided the microfund meets the criteria prescribed under the Guidelines.

Only MALAYSIAN incorporated private companies (excluding exempt private company) as well as registered micro-funds will be allowed to raise funds on ATA PLUS. The following entities are prohibited from raising funds through ATA PLUS (Security Commission’s General Term)

  • Commercially or financially complex structures (i.e. investment fund companies or financial institutions);
  • public listed companies and their subsidiaries;
  • companies with no specific business plan or its business plan is to merge or acquire an unidentified entity (i.e. blind pool);
  • companies other than a micro-fund that propose to use the funds raised to provide loans or make investment in other entities;
  • companies with paid up share capital exceeding RM 5 million; and
  • any other type of entity that is specified by the SC.

An issuer is also NOT ALLOWED to be hosted or raise funds concurrently on multiple equity crowdfunding platform.

The following limit shall apply to any listing on ATA PLUS platform :

  • An issuer can only raise up to RM 3 million within a 12-month period, irrespective of the number of projects an issuer may seek funding for during the 12-month period; and
  • an issuer can only utilise the ECF platform to raise a maximum amount of RM 5 million, excluding the issuer’s own capital contribution or any funding obtained through private placement exercise.

Disclosure Requirements

An issuer proposing to be listed on ATA PLUS shall submit the relevant information including the following :

  • Information that explains the key characteristics of the company;
  • information that explains the purpose of the listing and the targeted offering amount;
  • information relating to the business plan of the company; and
  • financial information relating to the company:
  • for Offerings below RM 300,000 : certified financial statements/information by the issuer's management, if it is required by the operator for verification purposes;
  • for Offerrings between RM 300,000 to RM 500,000 :
    • Audited financial statements of the company where applicable (e.g. where the issuer has been established for at least 12 months); and
    • Where audited financial statements are unavailable (e.g. the issuer is newly established), certified financial statements/information by the issuer’s management;
  • for Offerrings above RM 500,000 : Audited financial statements of the company
  • ATA PLUS is committed to protecting your personal information when using the Service provided by the Site. We have crafted this Privacy Policy for you to understand how and why we gather information, how we store it, and how you can access and edit that information as well as when we might disclose information to other parties

    Consent to gather User's personal information

    By accessing ATA PLUS Site, contacting ATA PLUS and/or using the Service provided by the Site, you consent to the collection and use of your personal information in accordance with this Privacy Policy.

    ATA PLUS will gather personal information submitted by you through the Site, regarding information on your browsing activity when using the site, any communication with ATA PLUS directly via writing, phone or email and information obtained through the use of the Service.

    ATA PLUS may, in addition to other information, gather the following general information about you :

    • Your name, email address, residential address, telephone number, date of birth and password.
    • Preference information such as Watch List, transaction history and marketing preferences.
    • Information on your business such as your company name and number, company details and key personnel as well as professional profile.
    • Information that you provide to ATA PLUS via writing, email or phone.
    • Details of your browser, domain name and IP address, and the details of any website you linked from to the Site.
    • Information obtained from third parties in accordance with this Privacy Policy.
    • Other additional information required from time to time.

    If you choose not to provide information when requested, you may not be able to fully utilise the Site and its Services.

    Use of User's personal information

    The information that ATA PLUS gathers from you may be used for a number of purposes relating to the functions and Services provided by the portal, which include :

    • To assess and ascertain your suitability to register an account with ATA PLUS and utilise the Services.
    • Performing the Services and any assistance required in connection with the Services.
    • In case of entrepreneurs/issuers seeking capital, to verify and approved the disclosures you make to potential investors.
    • Provide you with information about products and services and new investment opportunities that ATA PLUS thinks may be of your interest.
    • To allow third parties with whom ATA PLUS is partnered with (Partners) to provide you with information about products, services, and other opportunities that they (Partners) think may be of interest to you.
    • To contact you to ensure customer satisfaction in respect of ATA PLUS’ role as the Service provider.
    • To monitor, improve and administer the Site
    • Responding and following up on any queries, complaints or requests you might have, and other customer care issues.
    • To enable ATA PLUS to conduct surveys and analyse information pertaining to the User of the Services of the Site.
    • To enable ATA PLUS to comply with legal and regulatory obligations or in connection with legal proceedings, crime or fraud prevention, detection or prosecution.
    • Verfying any information provided to ATA PLUS by you with third parties and third party databases, including Government agencies.
    • Carrying out credit checks on the Company with a credit reporting agency for the requirements of the Anti-Money Laundering And Anti-Terrorism Financing (Amendment) Act 2014. This will require ATA PLUS to supply the credit reporting agency with your information.

    You understand that if ATA PLUS disclose your personal information to a credit reporting agency, they may hold your information on their credit reporting database and use it for providing credit reporting services and for any other lawful purpose and they may disclose your information to their subscribers for the purpose of credit checking or debt collection or for any other lawful purpose.