Terms and Conditions

Terms and Conditions

THESE TERMS AND CONDITIONS WILL APPLY WHEN YOU ACCESS THIS WEBSITE ("Website") AND USE OUR ON-LINE SERVICES ("Services") FOR APPLICATION OF ANY SECURITIES (OR UNITS OF SECURITIES) ("Securities"). BEFORE PROCEEDING TO USE THIS WEBSITE OR TO APPLY FOR ANY SECURITIES THROUGH THIS WEBSITE, YOU MUST READ THESE TERMS AND CONDITIONS CAREFULLY.

A. OVERVIEW

1. In order to access the Services on this Website to apply for Securities, you must register for membership with this Website.

Only persons who are aged 21 years or above holding a valid personal account ("CDP Securities Account") with the Central Depository (Pte) Ltd ("CDP"), who are not undischarged bankrupts nor a U.S. Person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended), and are resident in Singapore, are permitted to register and apply for Securities that may be offered from time to time for sale in Singapore through this Website by issuers/selling shareholders of the issuers in connection with the initial public offering ("IPO") of such issuers.

If you are in any doubt as to your eligibility to register for membership with this Website or apply for Securities on this Website, you must consult your professional advisers immediately.

2. An annual membership fee of $64.20 (inclusive of Goods and Services Tax ("GST")) will be payable for every successful membership application. You will be informed before the expiry of your membership and you may renew your membership by paying the membership fee applicable at the time of expiry.

3. Offer of Securities on this Website will be made, at the election of the issuers/selling shareholders, by one of the following methods :

(a) On a First-Come-First-Served basis (“FCFS Basis”) where each valid application for Securities will be provisionally allotted the Securities applied for in such application subject to availability at the point of application.

(b) On a balloting basis ("Balloting Basis") where each valid application for Securities shall be subject to our computerized balloting system to determine by way of a ballot, the valid applications that will be provisionally allotted the Securities applied for in such applications.

However, if the number of valid applications received are for less than the total number of Securities offered, no ballot will be conducted and all such valid applications will be provisionally allotted the Securities applied for in such applications.

In applying for Securities offered on a Balloting Basis, you agree to accept the results of the basis of the ballot as final and conclusive.

(c) On a FCFS Basis cum Balloting Basis (“FCFS cum Balloting Basis”) where each valid application for Securities received shall be deemed to be made in respect of either of two (2) tranches of Securities as follows :

(i) Valid applications ("FCFS Tranche Application") received will first be deemed to be made for a tranche of Securities (“FCFS Tranche Securities”) where each valid FCFS Tranche Application received shall be provisionally allotted the Securities applied for in order of the time when each valid FCFS Tranche Application was received, subject to availability of the FCFS Tranche Securities at the point of receipt of each FCFS Tranche Application; and

(ii) each valid FCFS Tranche Application received for FCFS Tranche Securities but which is not provisionally allotted with FCFS Tranche Securities ("Ballot Tranche Application"), shall then be deemed to be made for another tranche of Securities (“Ballot Tranche Securities”) where each valid Ballot Tranche Application shall be subject to our computerized balloting system to determine by way of a ballot, the valid applications that will be provisionally allotted the Securities applied for in such applications.

However, if the number of valid Ballot Tranche Applications received are for less than the total number of Ballot Tranche Securities offered, no ballot will be conducted and all such valid Ballot Tranche Applications will be provisionally allotted the Securities applied for in such applications.

In applying for Securities offered on a FCFS cum Balloting Basis, you agree to accept the results of the basis of the ballot as final and conclusive.

4. For purposes hereof, "U.S. Person" means:

(a) any natural person resident in the United States;

(b) any partnership or corporation organised or incorporated under the laws of the United States;

(d) any trust of which any trustee is a U.S. person;

(e) any agency or branch of a foreign entity located in the United States;

(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; or

(h) any partnership or corporation if:

(i) organised or incorporated under the laws of any foreign jurisdiction; and

(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the United States Securities Act of 1933) who are not natural persons, estates or trusts.

5. If you find yourself unable to agree to these terms and conditions, then you must not use our service and we ask that you do not proceed further with

(a) the use of this Website; or

(b) your application and click on the "I DISAGREE" button at the bottom of this page.

6. If however, you agree to these terms and conditions unconditionally, click on the "I AGREE" button at the bottom of this page, and you will then:

(a) if you are making a membership application, be able to apply for membership with us; or

(b) if you are making an application for Securities, apply for Securities through us.

B. APPLICATION PROCEDURES FOR SECURITIES AND OTHER TERMS AND CONDITIONS

(I) Application for Securities on a FCFS Basis

Set out below in this section is a useful summary of the application procedure which you must follow in order to conclude a legally binding contract when applying for Securities on a FCFS Basis through this Website as well as other terms and conditions applicable to such application by you :

1. After successfully entering your login password, you will be able to view a list of current IPO counters whose Securities are being offered. You may click on the “Apply Now” button or such other relevant application icon/link provided to proceed to apply for your counter of interest. It is important that our record of your personal details are accurate and updated, you should take the opportunity at this page to view and update any change in your particulars. There will be an indication for each counter informing you whether the counter is still available for application.

2. Please note that for offering of Securities on a FCFS Basis, our system receives applications on a real-time, first-come, first-served basis for a fixed number of Securities. Although a counter may be available when the counter page first loads on your browser, by the time we receive an application from you (see paragraph (E) below), the counter may have sold out and your application will be unsuccessful.

3. PROVIDED THAT you agree unconditionally to these terms and conditions, you will be given the opportunity to click on the "I AGREE" button and proceed with your Securities application.

4. You will then be allowed to view or if you wish, download a copy of the Prospectus/Document or Profile Statement and if applicable, a copy of the Replacement or Supplementary Prospectus/Document or Profile Statement issued by the issuer in connection with the IPO subject to your agreement not to copy, forward or otherwise distribute the Prospectus/Document or Profile Statement to any other person and to not use the information contained in the Prospectus/Document or Profile Statement and if applicable, the Replacement or Supplementary Prospectus/Document or Profile Statement for any purpose other than to evaluate an investment in the Securities.

5. Thereafter, in order to proceed you must confirm, amongst others that :

(a) you have read, understood & agreed to these terms and conditions, and the Prospectus/Document or Profile Statement and if applicable, the Replacement or Supplementary Prospectus/Document or Profile Statement;

(b) you consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account number, and securities application amount to share registrars of securities, the Singapore Exchange Securities Trading Limited ("SGX-ST"), Securities Clearing & Computer Services (Pte) Ltd ("SCCS"), CDP, and issuer/vendor(s) of such securities;

(c) you are not, at the time of application, a U.S. person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended);

(d) understand that the securities mentioned herein have not been and will not be registered under the United States securities law and, subject to certain exceptions, may not be offered or sold within the United States, that there will be no public offer of the securities mentioned herein in the United States, and any failure to comply with this restriction may constitute a violation of United States securities laws; and

(e) the application is made in your own name and at your own risk; and

(f) that you are not an associate (as defined in the Listing Manual of the SGX-ST) or a director or substantial shareholder (as defined in the Companies Act (Chapter 50) of Singapore) of the issuer.

You are strongly advised to read the Prospectus/Document or Profile Statement and if applicable, the Replacement or Supplementary Prospectus/Document or Profile Statement carefully before applying for any Securities.

6. You will be able to view the standard details for the selected application. The standard application details includes information on the counter, your name, your CDP number as reflected in our database, your email address, the amount payable including the handling charge and the method(s) of payment. You will need to verify the details and click on "CONFIRM" to proceed, or "CANCEL" the application.

The next page to appear on your screen will be the Confirmation of Receipt of Application Screen which will notify whether your application has been received, and if so, that an email notification informing whether your application is successful will be sent to you.

7. The email notification will notify of whether your application has been successful, and if so, the details of your application (including the Securities which you have applied for) and the amount payable and the payment deadline.

Where your application is not successful, it may be due to the counter being sold out prior to our receipt of your transmission to "CONFIRM" in paragraph 6 above.

8. If you have been provisionally allotted the Securities, the email notification from us will provide you with the payment details. Please proceed to make payment for the Securities in the manner as described in the email notification. Upon receipt and clearance of your full and complete payment, a legally binding contract will have been formed between us.

If we do not receive payment by the date and time prescribed in the email notification or if cheque payments received are not cleared successfully, we reserve the right to immediately reject the application and release the Securities provisionally allotted.

9. We reserve the right to reject any application to be a registered member, or to not process any application for the Securities received and accordingly, we will notify you by email if this is the case.

10. Please note that while we will send to you a notification of every valid application we receive from you, you will understand that we cannot guarantee that the notification we send will be received by you, nor that, if it is received by you, it is legible and uncorrupted.

(II) Application for Securities on a Balloting Basis

Set out below in this section is a useful summary of the application procedure which you must follow in order to conclude a legally binding contract when applying for Securities on a Balloting Basis through this Website as well as other terms and conditions applicable to such application by you :

1. After successfully entering your login password, you will be able to view a list of current IPO counters whose Securities are being offered. You may click on the the “Apply Now” button or such other relevant application icon/link provided to proceed to apply for your counter of interest to proceed. It is important that our record of your personal details are accurate and updated, you should take the opportunity at this page to view and update any change in your particulars. There will be an indication for each counter informing you whether the counter is still available for application.

2. Please note that for offering of Securities on a Balloting Basis, our computerised balloting system will ballot valid applications received. The basis of ballot as determined by our computerised balloting system will be final and conclusive on all applicants.

3. PROVIDED THAT you agree unconditionally to these terms and conditions, you will be given the opportunity to click on the "I AGREE" button and proceed with your Securities application.

5. Thereafter, in order to proceed you must confirm, amongst others that :

(c) you are not, at the time of application, a U.S. person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended);

(e) the application is made in your own name and at your own risk; and

(f) that you are not an associate (as defined in the Listing Manual of the SGX-ST) or a director or substantial shareholder (as defined in the Companies Act (Chapter 50) of Singapore) of the issuer.

7. The next page to appear on your screen will be the Confirmation of Receipt of Application Screen which will notify whether your application has been received, and if so, that an email notification informing whether your application is successful will be sent to you.

8. After the close of the period prescribed by the issuers/selling shareholders for offer of Securities through this Website on a Balloting Basis, balloting (if required) will be conducted in respect of the Securities being offered on the Balloting Basis.

The email notification will notify of whether your application has been successful, and if so, the details of your application (including the Securities which you have applied for) and the amount payable and the payment deadline.

Where your application is not successful, it may be that you were unsuccessful in the ballot for the Securities applied for.

9. If you have been provisionally allotted the Securities, the email notification from us will provide you with the payment details. Please proceed to make payment in the manner described in the email notification. Upon receipt and clearance of your full and complete payment, a legally binding contract will have been formed between us.

10. We reserve the right to reject any application to be a registered member, or to not process any application for the Securities received and accordingly, we will notify you by email if this is the case.

11. Please note that while we will send to you a notification of every valid application we receive from you, you will understand that we cannot guarantee that the notification we send will be received by you, nor that, if it is received by you, it is legible and uncorrupted.

(III) Application for Securities on a FCFS cum Balloting Basis

Set out below in this section is a useful summary of the application procedure which you must follow in order to conclude a legally binding contract when applying for Securities on a FCFS cum Balloting Basis through this Website as well as other terms and conditions applicable to such application by you :

1. After successfully entering your login password, you will be able to view a list of current IPO counters whose Securities (being FCFS Tranche Securities and Ballot Tranche Securities) are being offered. You may click on the “Apply Now” button or such other relevant application icon/link provided to proceed to apply for your counter of interest. It is important that our record of your personal details are accurate and updated, you should take the opportunity at this page to view and update any change in your particulars. There will be an indication for each counter informing you whether the counter is still available for application.

2. Please note that for offering of Securities on a FCFS cum Balloting Basis, our computerised balloting system will ballot valid applications received for Ballot Tranche Securities . The basis of ballot as determined by our computerised balloting system will be final and conclusive on all applicants.

3. PROVIDED THAT you agree unconditionally to these terms and conditions, you will be given the opportunity to click on the "I AGREE" button and proceed with your Securities application.

5. Thereafter, in order to proceed you must confirm, amongst others that :

(c) you are not, at the time of application, a U.S. person (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended);

(e) the application is made in your own name and at your own risk; and

(f) that you are not an associate (as defined in the Listing Manual of the SGX-ST) or a director or substantial shareholder (as defined in the Companies Act (Chapter 50) of Singapore) of the issuer.

8. After the close of the period prescribed by the issuers/selling shareholders for offer of Securities through this Website on a FCFS cum Balloting Basis, balloting (if required) will be conducted in respect of Ballot Tranche Securities.

Where your application is not successful, it may be that all the FCFS Tranche Securities offered were provisionally allotted prior to our receipt of your application for the same, and that you were unsuccessful in the subsequent ballot for Ballot Tranche Securities applied for.

9. If you have been provisionally allotted the shares, the email notification from us will provide you with the payment details. Please proceed to make payment in the manner described in the email notification. Upon receipt and clearance of your full and complete payment, a legally binding contract will have been formed between us.

If we do not receive payment by the date and time prescribed in the email notification or if cheque payments received are not cleared successfully, we reserve the right to immediately reject the application and release the Securities provisionally allotted.

C. OTHER TERMS AND CONDITIONS OF USE OF THIS WEBSITE AND THE SERVICES

1. You agree to comply with any procedures, requirements or restrictions relating to the access and use of the Services as we may post on-line from time to time.

2. For any data about individuals you enter onto this Website directly or include in any message to us you are responsible for its accuracy and relevance and must have the authority to disclose it and for us to utilise it for the purposes of any transaction concluded for or by you through this Website.

3. You agree that all applications using your password whether authorised by you or not are irrevocable and binding on you. We shall be entitled to act on such applications without any further reference to you and notwithstanding any error, fraud, forgery, ambiguity or misunderstanding.

4. You agree that you are fully responsible for the security of your password(s) and agree to keep confidential and safeguard all password(s) used by you. You agree to notify us immediately if the security of your password has been compromised.

5. We are entitled to deactivate your password at any time without giving any reason without prior notice to you and without any liability to you whatsoever.

6. You agree that it is your sole responsibility to ensure that all information provided, including but not limited to the address, email address, NRIC number and CDP number, and all your applications using your password are complete and accurate.

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