Terms and Declaration of Application for Public Offering/International Placing

Part 1 Terms and Conditions
  • You undertake to execute all relevant documents and instruct and authorize Futu Securities International (Hong Kong) Limited (hereinafter referred to as “the Company”) and/or the Joint Representative (or their agents or nominees), as agents of the Company, to execute any documents for you and to do on your behalf all things necessary to register any Public Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the articles;
  • You declare that your identity (and if you apply as an agent for the benefit of another person, the identity of the beneficial owner (hereinafter referred to as the "Beneficial Owner") is in compliance with the Securities and Futures Ordinance of the Hong Kong Law and The Listing Rules as set by the Hong Kong Exchanges and Clearing Limited, and that you (and/or the beneficial owners) do not belong to the following persons:
    • the existing beneficial owner of the Shares;
    • the existing shareholders, directors, chief executive officers, employees, agents, major suppliers or major customers of the issuer or any of its subsidiaries;
    • the “connected persons” (as defined by Listing Rules of the Hong Kong Exchanges and Clearing Limited) of the lead broker or any distributors of the Offer Shares / Placing Shares;
    • the "connected persons" (as defined by Listing Rules of the Hong Kong Exchanges and Clearing Limited) of the issuer;
    • the "contact persons" (as defined by Listing Rules of the Hong Kong Exchanges and Clearing Limited) of the issuer.
  • You (and the beneficial owner) agree to comply with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong ) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and the relevant articles;
  • You have confirmed that you have read the relevant articles, the preliminary prospectus, the prospectus and the terms and conditions and the application procedures contained in the relevant documents. You also confirm that the Company currently only provides the English version of the above documents. You understand the contents and terms contained in the above documents and agree to be bound by them. You understand and agree that the contents of the above documents may be changed in accordance with the parties in which they have been developed. You agree to be bound by the changes to the above documents. The Company will not be liable to you for all the liabilities and/or consequences arising out of and/or caused by such changes. You also agree to indemnify the relevant parties (including but not limited to the Company, the Joint Representative, the Joint Sponsor, the Joint Bookrunner, the Joint Lead Manager, the Underwriter and their respective directors, officers, employees, partners, agents, consultants and any other parties involved in the Global Offering) for any losses suffered by them arising from your breach of the terms, conditions and/or any responsibilities contained in the above documents
  • You agree that the relevant articles, the preliminary prospectus, the prospectus and related documents of the Offer/Placing Shares are confidential and you may not disclose, inform or deliver the above documents to any third party without the consent of the Company, or in any other way, makes the third party aware of or utilizes the above documents, or publishes or issues it. If you cause any loss to the Company due to the breach of these terms, you must make compensation to the Company, including but not limited to the legal fees, interest, losses and other expenses incurred by your breach.
  • You acknowledge that you have received and read all the articles of the Offer/Placing and that you have relied solely on the information on the Offer/Placing article of association, the preliminary prospectus, the prospectus and the relevant documents and statements, and you have not relied on any other Information or representations (other than those contained in the Offer/Placing articles, the preliminary draft prospectus, the prospectus and any supplemental documents); you also acknowledge that you have not relied on any information, representations or warranties provided by the Company for subscription.
  • You (and the beneficial owner) confirm that you are aware of the restrictions on the Global Offering in this Offering/Placing Prospectus.
  • You agree to the Company that, the Joint Representative, the Joint Sponsor, the Joint Bookrunner, the Joint Lead Manager, the Underwriters, their respective directors, officers, employees, partners, agents, consultants and any participants in the Global Offering are not responsible for any information and representations that are not contained in the Offering/Placing Prospectus (and any of its supplements).
  • You have undertaken and confirmed that you or the person who applied for your interest has not applied for or accepted or indicated that you are interested in the subscription (and will not apply for or accept or express an interest in the subscription) of any Hong Kong Public Offer Shares in the Hong Kong Public Offering open for sale in Hong Kong
  • At the request of the Company, the Company's Securities Registry, the Receiving Bank, the Joint Representative, the Joint Global Coordinator, the Joint Sponsor, the Joint Bookrunner, the Joint Lead Manager, the Underwriter and/or their respective consultants and agents, you agree disclose to them the personal information/information of the person who requested the application of you and your application for their benefit.
  • If the laws of any place outside Hong Kong apply to your application, you agree and warrant that you (and the beneficial owner) have complied with all such laws and none of the Company, the Joint Representative, the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers, and the Underwriters nor any of their respective officers or advisers will breach any law outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in the Prospectus and this Application Form;
  • You agree that the Offer/Placing application may not be withdrawn upon submission and shall not be revoked by unintentional misrepresentation
  • You warrant that all information provided is true and accurate and is open to all legal liabilities. You agree to be governed by the laws of the Hong Kong Special Administrative Region and agree that these Terms shall be construed in accordance with the laws of the Hong Kong Special Administrative Region. In the event of any dispute arising out of these Terms, you agree to use the courts of the Hong Kong Special Administrative Region as the court of jurisdiction.
  • You declare, warrant and undertake: (a) You understand that the shares offered in Hong Kong are neither and will not be registered under the US Securities Act, and (b) you and your application for the Hong Kong Offer Shares for your benefit are outside the United States (Definition See S Regulation) or a person mentioned in paragraph (h)(3) of section 902 of the S Regulation.
  • You warrant that all information/data provided is true and accurate.
  • You agree to accept that the number of Offer Shares allocated to you may be less than the number of shares applied, and agree that the Company does not guarantee that all of your subscription limits will be met. You are also aware of and are in a position to accept that you will be allotted the full amount of the Offer/Placing shares subscribed, and may also be unable to get part of or any of the Shares for various reasons and circumstances.
  • You understand that the shares offered for the sale/allotment have not yet been priced. You agree that the Offer/Placing application will be made based on the highest selling price per share. You also agree that after submitting the Offer/Placing application to the Company at the highest selling price, you may not request the Company to cancel the application due to the change in the selling price after the price has been fixed.
  • You undertake that after your application for the Offer/Placing and/or after the Company confirms the number of shares you have subscribed for, and/or at any time after receiving the request from the Company, you will fulfill the payment responsibility in accordance with the instructions of the Company.
  • You authorize the Company to deduct any or all of the relevant amounts and fees for the application from your account maintained with the Company at any time after you have applied for the Offer/Placing Shares. You agree that the above amounts and fees deducted by the Company will not be entitled to any interest.
  • You agree that after you apply for the Offer/Placing and/or after the Company confirms the number of shares you have subscribed for and/or at any time, if you have not fulfilled your payment obligations within the specified time period and / or paying up the amount due as directed by the Company, and causing all damages and expenses incurred by the company, you must make compensation to the company, including but not limited to the legal fees, interest, losses and other expenses paid by the company, and other expenses, interest and losses arising from that.
  • You authorize the Company to place your name(s) or the name of the HKSCC Nominees in the register of members as the holder(s) of any Offer/Placing Shares allocated to you and authorize the Company and/or its agents to send any share certificates to you or the first-named applicant for joint application by ordinary post to the address stated on the application. You also authorize the Company to deposit all relevant refunds directly into your account maintained with the Company whereby the relevant offering/placement instructions are originated from when processing the relevant refunds.
  • You declare and represent that this is the only application that you have made and intends to make by you or the person who has applied for it for your benefit.
  • You understand that these declarations and representations will be relied upon by the Company and the Joint Representative in deciding whether or not to make any allotment of “Shares” in response to the application, and you may be prosecuted if there is any false declaration(s) have been made; You also understand that the allotment of Shares will be affected by any false or inaccurate declaration(s). Our company assumes no responsibility to the result of allotment of shares. You may have to compensate in accordance with the terms as to all damages, losses, liabilities, claims and other related expenses incurred by the Company and/ its affiliates, staff, agents and employees of the company and any other related parties as a result of your false declaration or statement.
  • (If the application is for your own benefit) You warrant that you or any person or any other person acting as your agent has not and will not apply for the application form and how to apply for the Offer/Placing Shares.
  • (If you apply as an agent for the benefit of another person) You warrant that: (a) you (as an agent or for the benefit of the person) or the person or any other person as agent for that person has never made or will not make application on a WHITE or YELLOW application form, or other application for issuing an electronic subscription instruction to HKSCC, and (b) you have due authority to sign the application form or issue an electronic subscription instruction on behalf of that other person as their agent.
  • You acknowledge and understand that all communications between you and the Company relating to the placing, including but not limited to this placing, may involve sensitive information. You declare and undertake to keep confidentiality with the Company in all matters concerning the placing, including but not limited to any form (oral and/or written, paper and/or electronic) of communications, agreements and other relevant information, until the issuer completes all the public offering procedures on the Stock Exchange, otherwise such inside information shall not be disclosed to the public in any form or channel. You acknowledge and understand that your eligibility for placing may be affected upon any breach of the confidentiality obligations, and you shall compensate the Company for any damages and losses suffered by the Company as a result of your failure to comply with the confidentiality obligations.
  • You have read and fully understood the Risk Disclosure Statement described below.
Part 2 Arrangement for "Professional Investors” (Only applicable to subscriptions by "Professional Investors")

I/We hereby declare that:

  • I am an Individual Client:
    • currently has a portfolio of not less than HKD$8,000,000 or its equivalent in any foreign currency in my sole account or a joint account with my associates; or
    • In a joint account with one or more individuals other than the individual’s associates, each individual is beneficially entitled to a share of not less than HK$8,000,000 or its equivalent in any foreign currency,
    • A wholly-owned corporation has a portfolio of not less than HK$8,000,000 or its equivalent in any foreign currency, and its principal business includes the holding of investments.
  • A trust corporation, having been entrusted under one or more trusts of which it, acts as a trustee with total assets of not less than HKD $40 million.
  • A corporation or partnership, having:
    • a portfolio of not less than HKD $8 million or its equivalent in any foreign currency; or
    • total assets of not less than HKD $40 million or its equivalent in any foreign currency,
  • We act as a Corporation:
    • its sole business is holding of investments which is solely owed by an individual, and that individual, held either alone or with any of his associates on a joint account, has a portfolio of not less than HK$8,000,000 or its equivalent in any foreign currency; or
    • its sole business is holding of investments which is solely owed by an individual or jointly owned by two or more individuals, and each individual is beneficially entitled to a share of the portfolio of not less than HK$8,000,000 or equivalent foreign currency

I / We further confirm that I / We will / have provided all relevant documents issued during the specified period to "Futu Securities" to prove that I / We comply with the person(s) described in the definition of "Professional Investors" under the Securities and Futures Ordinance (Chapter 571) (hereinafter referred to as the "Securities and Futures Ordinance". Based on this categorization, I/We understand and agree that, unless I/We have otherwise directed, "Futu Securities" is not required to follow the Securities and Futures (Contracts, Account Statements and Receipts) Rules and provide me/us with a transaction note, account statement and receipt.

Meanwhile, I/We are also applying to become Professional Investor(s) as defined in paragraph 15.2 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (hereinafter referred to as the “Code of Conduct”), for the trading account held by me/us.

I/We hereby represent and confirm that “Futu Securities” has provided sufficient information and data (including but not limited to subscription prospectus) for the relevant international placement for my/us reference. These information and data are not compiled or prepared by "Futu Securities" or its behalf. Futu Securities does not confirm or guarantee the authenticity, accuracy and completeness of such information and data. In the case of information or data in which persons or organizations other than "Futu Securities" express their opinions, "Futu Securities" cannot confirm or guarantee the reasonableness or authenticity of these opinions at any time. "Futu Securities" does not recommend or direct me/us to participate in/subscribe to the International Placing.

Part 3 (Risk Disclosure)
  • Any investment carries risks and investors may lose all or part of their investment. Since the market investment sentiment may change significantly during the IPO period, the new shares may fall below the offer price on the first day of trading, and you may incur losses. Before deciding to invest, you should understand the nature of the company's business, thoroughly read its prospectus, company financial reports, and even seek professional advice before making an investment decision."
  • In some cases, IPO/Placing may be oversubscribed. In view of this, The Company may go through an allocation process to determine whether an investor will receive any shares and, if so, in what quantity. .An investor may be tempted to subscribe for more shares than he intends to, if he thinks he will not receive the full amount in case of an over-subscription. However, if the IPO is not oversubscribed, the investor will receive all the quantity applied and will incur the full cost.
  • "Trading through an electronic trading system, it may be different from trading through other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to instructions or is not executed at all."