The contents of any information, document or material published or provided through the site operated by AngelHub Limited (“AngelHub”, “we”, “our” or “us”) at www.angelhub.io (“Site”) have not been reviewed or approved by the Securities and Futures Commission of Hong Kong (“SFC”) or any other regulatory authority, government agent or bureau in any jurisdiction.
“Professional Investor” means a professional investor as defined in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)(“SFO”) and persons belonging to a class which is prescribed under the Securities and Futures (Professional Investor) Rules (Cap. 571D of the Laws of Hong Kong)(“PIs”). “Person” or “person” includes any individual, partnership, corporation, unincorporated company, business trust, limited liability company, limited liability partnership, joint stock company, trust, association, unincorporated association, joint venture or other entity. Offers of investment products or securities (collectively referred to as “Securities”) are regulated in Hong Kong under the SFO and may also be regulated in other jurisdictions. If any person wishes to register with AngelHub as an issuer of any Securities (collectively referred to as “Startups”), such person will be required to complete certain application procedures and enter into the relevant agreements with AngelHub.
There will be no public offer or invitation to acquire, purchase or subscribe for Securities of Startups in Hong Kong, United States of America, Canada, Japan or in any other jurisdictions. No offer of Securities is being made, directly or indirectly, to investors residing in United States of America, Canada or Japan or any other jurisdiction where the offer may be regarded as unlawful in accordance with the law applicable to such jurisdiction.
Unless permitted by the applicable securities laws, no person may issue, or has in his/its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to any “share” or “debenture” (as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“CO”) or any “securities” (as defined in the SFO), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to shares, debentures or other securities that are intended to be disposed of, only to PIs, or in circumstances which do not result in such information, document or material being a “prospectus” within the meaning of the CO, or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO.
The Securities of the Startups, or the issue of advertisement, invitation, offer or sale relating to any Securities of the Startup on the Site, have not been, and will not be, registered under applicable securities law in any jurisdiction, nor is such registration contemplated. The Securities are being offered by the Startups to PIs in Hong Kong pursuant to the exemption from registration under the CO and the SFO. Any re-offer or resale of any such Securities in Hong Kong or in any other jurisdiction may constitute a violation of applicable laws.
There is no public market for the Securities of the Startups, and no such market is expected to develop in the future. The Securities of the Startups offered on the Site are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the articles of association of such Startup, the applicable companies laws of the jurisdiction where such Startup was incorporated, and any applicable securities laws.
All investors are advised to exercise caution in relation to any offer of Securities. If any investor is in doubt about any of the contents of any document or material published or provided by any person on or through the Site, the investor should obtain independent professional advice.
Please note that AngelHub is a SFC licensed entity that provides services only to PIs. If you are not a Hong Kong resident and/or hold a non-Hong Kong passport, we will still require that you qualify as a PI under the SFC PI guidelines, which we will assess through our onboarding process.
Please further note that, as a non-Hong Kong resident, you must also ensure that you meet the equivalent PI qualification specific to the jurisdiction in which you are a resident, and, where applicable and required, the jurisdiction of your citizenship. This is fully your responsibility and AngelHub accepts no liability should you fail to do so. In addition, should AngelHub for any reason believe that you have not met the above qualifications, we will immediately disqualify you from the Site and divest you of any investments made through the Site.
Should you have any questions regarding any of the above, please contact us at firstname.lastname@example.org.