SERVICE TERMS AND CONDITIONS
These Service Terms and Conditions (the "Service Terms and Conditions") apply to your use of the HK eIPO White Form Service. You must read through these Service Terms and Conditions carefully before applying for securities using HK eIPO White Form Service. By pressing the "I Agree" button, you confirmed that you have read, understood and accepted the Service Terms and Conditions and agree to be bound by all of these Service Terms and Conditions.
a. The Bank of East Asia, Limited (the "ESP") has been appointed as the only designated service provider to administer individual electronic applications ("HK eIPO White Form") for the Hong Kong Public Offering (the "Hong Kong Public Offering") of CN Logistics International Holdings Limited ("CN Logistics") through this website or mobile application (this "Platform"), which is set up, operated and maintained on behalf of the ESP by Tricor Services Limited and its relevant subsidiaries ("Tricor").
b. The ESP reserves the right, at its sole discretion, to refuse to act on your instructions and/or to refuse to accept an application made via this Platform, in which case your application will not be processed. In any event, acceptance of an application by the ESP does not constitute acceptance of the application by CN Logistics pursuant to the Hong Kong Public Offering. In case of dispute, the ESP's decision shall be final and binding on you.
a. This Platform provides a hyperlink for you to access the prospectus and any supplemental prospectus (collectively, the "Prospectus") issued by CN Logistics dated 30/09/2020 in respect of the Hong Kong Public Offering.
b. Your application shall be subject to the Offer Terms and Conditions as set out in the Prospectus and stated on this Platform.
4. ELIGIBILITY OF APPLICANT
a. To apply for the Hong Kong Public Offer Shares of CN Logistics through HK eIPO White Form Service, you must:
(i) be an individual applicant (No joint applications or applications from corporations or partnerships, or other organizations or body of persons are eligible to apply for the Hong Kong Public Offer Shares under this Platform);
(ii) be 18 years of age or above with a valid Hong Kong Identity Card and a Hong Kong address;
(iii) have a valid email address and contact telephone number;
(iv) be outside the United States and not a legal or natural person of the People's Republic of China; and
(v) be able to satisfy requirements stated in the Prospectus issued by CN Logistics dated 30/09/2020 in respect of the Hong Kong Public Offering.
b. By pressing the "Submit" button at the end on this Platform, you confirm that you are eligible to apply for the Hong Kong Public Offer Shares in accordance with the Offer Terms and Conditions as set out in the Prospectus and stated on this Platform.
5. DISCLAIMERS AND LIABILITY EXCLUSIONS
a. The ESP, in providing the HK eIPO White Form Service, is not acting as an agent for CN Logistics or any other parties involved in the Hong Kong Public Offering.
b. Tricor, as associated service provider of the ESP, operates and maintains this Platform on behalf of the ESP in its provision of the HK eIPO White Form Service.
c. The information and materials on this Platform are provided "as is" without warranties or representations of any kind whatsoever, whether expressed or implied. In particular, no warranty regarding non-infringement, security, accuracy, completeness, fitness for a purpose, availability or freedom from computer viruses is given or may be deemed to be given by the ESP, CN Logistics, CMBC Securities Company Limited, Yuan Tong Global Securities Limited, CCB International Capital Limited, CEB International Capital Corporation Limited, Southwest Securities (HK) Brokerage Limited, SPDB International Capital Limited and Zhongtai International Securities Limited acting as joint bookrunners for the Hong Kong Public Offering (the "JBRs"), Tricor, or any other parties in connection with the Hong Kong Public Offering (all of the foregoing, collectively, the "eIPO Providers and Affiliates") regarding such information and materials on this Platform.
d. The Hong Kong Exchanges and Clearing Limited ("HKEX") takes no responsibility as to the contents of this Platform or any online documents referred to or available through this Platform. HKEX makes no representation as to the accuracy or completeness of such content and/or documents and expressly disclaims any liability whatsoever for any loss howsoever arising from the contents of this Platform or any action taken by reason thereof.
e. The ESP, in the provision of the HK eIPO White Form Service, shall not incur any liability in respect of, is not responsible for, has not authorized and shall not be deemed to have authorized, the contents of the Prospectus, the Application Forms or any other documents relating thereto (for which contents CN Logistics and other parties authorizing its issue accept responsibility).
f. The eIPO Providers and Affiliates have not authorized and shall not authorize any person to add to, amend, delete or change the content or form of the Prospectus in any way or to make any recommendation or statement regarding the same. The eIPO Providers and Affiliates expressly disclaim all liability that may arise in respect of any unauthorized act as described in the foregoing.
g. Unless otherwise specified in the Prospectus, nothing arising from, or connected with, the use of this Platform shall form the basis of any relationship (including, but not limited to, a contractual or fiduciary relationship) with the eIPO Providers and Affiliates.
h. The ESP provides hyperlinks to third party websites to enable you to access the Prospectus and to complete payment for your application. The ESP takes no responsibility and expressly disclaims any liability in respect of the content, products or services of such websites. Access to and use of these linked websites are at your own risk and subject to the terms and conditions governing such access and use.
i. You acknowledge that the ESP is not making an offer or extending an invitation to you to acquire securities. The ESP takes no responsibility and expressly disclaims any liability for any loss that you may suffer as a result of your application under the Hong Kong Public Offering or the use of this Platform.
j. The ESP is entitled, at its sole discretion, to take such steps as it may consider necessary to enable the provision of the HK eIPO White Form Service, including the disclosure and transfer of all information relating to you to any party and storage of such information in countries or territories and any other steps, as required by any law, regulation, order, directive, notice or request from any government or regulatory authority (whether or not having the force of law) in any jurisdiction, or rules and regulations of any system providing clearing and settlement facilities.
k. You undertake that you have all authorizations (if required) necessary for the use, control, processing or transfer of personal data and other information provided to the ESP in connection with your use of this Platform. You shall indemnify the eIPO Providers and Affiliates and their respective directors, officers, employees, partners, agents and advisers against any loss, expense, damage or cost arising from unauthorized acts described in the foregoing.
l. Transactions and communications conducted through the internet cannot be guaranteed to be completely error free or secure. You acknowledge and agree to assume all risks arising from conducting transactions and communications through this Platform and the internet, including without limitation:
(i) service and operation interruptions due to capacity limitations of internet services;
(ii) capacity limitations of this Platform;
(iii) interruption, transmission blackout or delayed transmission due to internet traffic;
(iv) inaccurate, incomplete, altered or tampered with data transmission, or unauthorized access to your personal information due to the public nature of the internet;
(v) damage to the computer software or hardware of users or visitors caused by virus transmission from or technical defects of this Platform.
m. In the absence of bad faith, the eIPO Providers and Affiliates and their respective directors, officers, employees, partners, agents and advisers shall not be liable for any loss, expense, damage or cost whatsoever suffered or incurred by any applicant or other party by reason of the HK eIPO White Form Service including, without limitation, any action carried out pursuant to a request, direction or instruction received in relation thereto; any delay, failure or inability in carrying out in whole or in part any request, direction or instruction received for whatever reason; or any failure of computer or electronic system or equipment or software. The eIPO Providers and Affiliates and their respective directors, officers, employees, partners, agents and advisers shall not be liable in any way for any risks that may affect the accuracy or timeliness of transactions. To the maximum extent permissible by law, the eIPO Providers and Affiliates and their respective directors, officers, employees, partners, agents and advisers hereby expressly exclude all liability that may arise in respect of any of the foregoing.
6. APPLICATION PROCEDURES
6.1 Completing the Application via this Platform
a. You must read and fully comply with the Offer Terms and Conditions in the Prospectus, the Service Terms and Conditions of the HK eIPO White Form Service and any other terms set out on this Platform before making an online application.
b. Information on this Platform is in both English and Chinese languages. In completing the online application, you must provide all information in ENGLISH only regardless of the language version. Any application completed in Chinese and submitted through this Platform will be REJECTED.
c. You must input all mandatory information as required and warrant that all such information is true, accurate and complete. Applications without all such requisite information will be REJECTED.
d. You should not apply through other channels (whether by completing a physical white application form, a yellow application form or through CCASS electronic application), if you have already submitted your application for the Hong Kong Public Offer Shares through this Platform and if you do so, it will constitute multiple applications, and ALL multiple or suspected multiple applications will be REJECTED.
For the avoidance of doubt, completing and submitting more than one applications and obtaining different Payment Reference Numbers WITHOUT effecting full payment under a particular Payment Reference Number will not constitute a valid application and such application will not be considered as multiple applications.
e. Applications through this Platform shall be made in your own name.
f. You must apply for a minimum of 1,000 shares or its multiples under the Hong Kong Public Offering, as set out in the Offer Terms and Conditions. In submitting your application, you agree to accept in full the number of Hong Kong Public Offer Shares applied for, or any lesser number allotted (if any) to you.
6.2 Submitting the Application via this Platform
a. You will not be permitted to submit your application for the shares of CN Logistics after 11:30 a.m. on 07/10/2020, or such later date for close of the application lists pursuant to the terms of the Hong Kong Public Offering if the application period has been extended due to bad weather conditions.
b. When pressing the "Submit" button at the end of the application, you represent and warrant to the ESP that all the information provided in the application is true, accurate and complete in all respects as at the time and date that you make your application.
c. Once you press the "Submit" button at the end of the application, you authorize the ESP to submit your subscription for shares of CN Logistics pursuant to the Offer Terms and Conditions, the Service Terms and Conditions and all other terms set out on this Platform and you may not revoke or withdraw your application.
7. ACKNOWLEDGEMENT OF YOUR APPLICATION
a. After you press the "Submit" button at the end of the application, a Payment Reference Number will be generated and displayed on your computer screen. Such Payment Reference Number shall be deemed to have been received by you immediately after the Acknowledgement page is displayed on screen. You are responsible for keeping a record of the assigned Payment Reference Number and the exact amount of application monies payable by you. You should note that until a Payment Reference Number is generated, your application has not been received by the ESP. If you are not assigned a Payment Reference Number, you must repeat the application process.
b. An acknowledgement email will be sent to you to acknowledge receipt of your application. The ESP shall be under no duty to verify the identity or authority of the person giving any such instruction on your behalf or the authenticity of your application.
c. You should note that such acknowledgement email does not constitute acknowledgement or confirmation by the ESP that such application will be processed and does not constitute an acceptance by CN Logistics of your subscription for the Hong Kong Public Offer Shares. Your application will only be processed after FULL payment settlement for your subscription.
8. PAYMENT FOR YOUR APPLICATION
a. The ESP reserves the right, at its sole discretion, to refuse to act on your instructions made via this Platform. Without limiting the foregoing, an application will not be accepted by the ESP, if payment is not received in the manner or by the time provided pursuant to the payment instructions set out on this Platform for settling the application monies.
b. Your application will only be accepted by the ESP if you have completed the payment process before payment deadline (which is 12:00 noon on 07/10/2020 or such later date when the application lists of the Hong Kong Public Offering close). Your application will be REJECTED by the ESP if there is no payment or you have underpaid the application monies by the payment deadline. For the avoidance of doubt, if you have already submitted your application and obtained a Payment Reference Number before 11:30 a.m. on 07/10/2020, you will be permitted to complete your application process (by paying the full amount of application monies) before 12:00 noon on 07/10/2020, or such later date when the application lists of the Hong Kong Public Offering close.
c. All application monies will be paid into segregated bank accounts opened for the purposes of the Hong Kong Public Offering of CN Logistics via this Platform. You hereby agree that any interests accrued on application monies will be retained for the benefit of the ESP.
d. Applications and application monies will not be accepted under conditions including but not limited to:
(i) applications with full payment submitted AFTER closing of the Hong Kong Public Offering;
(ii) applications WITHOUT full payment submitted before closing of the Hong Kong Public Offering;
(iii) multiple or suspected multiple applications under the Hong Kong Public Offering;
(iv) where the ESP has any reason to believe that processes for collection and handling of applications have been tampered with, or the Prospectus accessible through this Platform is not available or has been tampered with.
9. NOTIFICATION OF RESULTS
a. CN Logistics shall be solely responsible for announcing the results of allocation of the Hong Kong Public Offering. You must ascertain the details of the relevant arrangements regarding the announcement of results by reading the Prospectus.
b. The ESP may, at its sole discretion, send you a results notification email in such manner as determined by the ESP.
10. REFUND ARRANGEMENTS
10.1 Refund by the ESP
In the following cases, the applicable amount without interest will be refunded to you by the ESP on or before 14/10/2020, effected by cheque in your name and sent to the address as stated in your application by ordinary post and at your own risk. You hereby give the ESP authorization to make such refunds, subject to the terms hereof:
(i) If your application is invalid pursuant to the provisions of this document and/or has been rejected by the ESP for any reason, the full payment amount without interest will be refunded.
(ii) If you have underpaid the application monies, your application made through this Platform will be rejected by the ESP and the full payment amount without interest will be refunded.
(iii) If you have overpaid the application monies, your application made through this Platform will still be considered, in which case the excess amount you paid, calculated by reference to the number of the Hong Kong Public Offer Shares applied for and based on the offer price initially paid on application, without interest, will be refunded.
10.2 Refund by CN Logistics
Valid applications, with FULL payment settlement, accepted by the ESP will be submitted to CN Logistics for processing and balloting pursuant to the terms and conditions of the Hong Kong Public Offering. If your application is unsuccessful or you are allotted a lesser number of shares than you applied for and/or the final offer price is less than the offer price initially paid on application, you will be refunded by or on behalf of CN Logistics. The applicable amount without interest will be refunded on or around 14/10/2020 as set out in the Prospectus (the "IPO Refund") at your own risk, in the following manner:
(i) If your application payment is settled through a single bank account, an e-Auto Refund payment instruction will be despatched to your application payment bank account.
(ii) If your application payment is settled through multiple bank accounts, a refund cheque in your name will be sent by ordinary post to the address stated in your application.
If bank account name is different from your application name or the bank account is closed, the e-Auto Refund payment instruction may be rejected by the bank. Refund cheque in your name will then be issued and sent by ordinary post to the address stated in your application after receipt of the rejection advice from the bank.
11. PAYMENT OF BROKERAGE AND OTHER FEES
The ESP is entitled to receive and retain any payment received, whether in the form of underwriting commission, brokerage or other fees, arising out of or in connection with the Hong Kong Public Offer Shares successfully allotted to you.
12. PAYMENT SERVICES
a. With regard to the HK eIPO White Form Service, the ESP has opened and will maintain Internet bill payment and PPS accounts with relevant payment banks and will instruct payment out of its collection accounts where appropriate.
b. Tricor has separately entered into payment service agreements with each of The Bank of East Asia, Limited ("BEA"), Bank of China (Hong Kong) Limited ("BOCHK"), The Hongkong and Shanghai Banking Corporation Limited ("HSBC"), Industrial and Commercial Bank of China (Asia) Limited ("ICBC (Asia)") and EPS Company (Hong Kong) Limited ("EPS Company") in its own capacity and not on behalf of or as agents for the ESP, CN Logistics or any of JBRs. With regard to the provision of the HK eIPO White Form Service, BEA, BOCHK, HSBC, ICBC (Asia) and EPS Company are not the agents of the eIPO Providers and Affiliates.
c. The eIPO Providers and Affiliates do not assume any obligations in respect of whether or not any payment has been effected or been received by the ESP through the various payment options. To the maximum extent permissible by law, the eIPO Providers and Affiliates are not responsible and shall not incur liabilities of any kind to any person for any consequences directly or indirectly arising from or in connection with (whether for loss of opportunity or loss of profit or otherwise) the use of any of the payment options, and you agree to indemnify the eIPO Providers and Affiliates in respect of any such liabilities. The terms and conditions governing such payment options may also require you to indemnify the company that owns and operates the relevant payment system, and by using such facilities, you shall be deemed to have agreed to give such indemnities and you should therefore consider the relevant terms and conditions of the payment options before choosing your payment option.
d. The eIPO Providers and Affiliates and all payment service providers are entitled to the benefit of all of the disclaimers, indemnities, exclusions and limitations under the Service Terms and Conditions (including, without limitation, the exclusions in paragraph 5), the Offer Terms and Conditions and other terms set out in the Prospectus and stated on this Platform; and none of those parties makes any representation or warranty to you under the Service Terms and Conditions or otherwise regarding the operation of this Platform or the HK eIPO White Form Service.
a. Communications from the ESP delivered personally or otherwise will be deemed to have been received by you: in the case of personal delivery, at the time of delivery at the address as stated in your application; in the case of sending by post, 48 hours after posting; and in the case of sending by email, at the time of transmission to the email address stated in your application.
b. Communications sent by you to the ESP shall be treated as delivered to the ESP on the day of actual receipt by the ESP.
c. The ESP shall be entitled to prescribe, from time to time, the form (whether written or any other form) and the mode of communications to you.
The ESP and/or Tricor may, from time to time, revise or add to the Service Terms and Conditions. Such amendments shall become effective immediately upon posting on this Platform and such amendments shall be binding on you if you continue to use the HK eIPO White Form Service on or after the effective date of revision and/or addition.
a. For the avoidance of doubt, if there is any conflict in the meaning between the English version and the Chinese version of this Platform and/or the Service Terms and Conditions, the English version shall prevail.
b. Each of the provisions of the Service Terms and Conditions is severable and distinct from the others. 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.
c. No act, delay or omission by the ESP shall affect our rights, powers and remedies under the Service Terms and Conditions or any further or other exercise of such rights, powers or remedies. The rights and remedies under the Service Terms and Conditions are cumulative and not exclusive of the rights and remedies provided by law.
d. You are not permitted to and shall not copy, reproduce, upload to a third party, distribute, tamper with, or in any way exploit any part of the HK eIPO White Form Service or this Platform.
16. GOVERNING CONDITIONS
The use of and all transactions and dealings effected through the HK eIPO White Form Service are subject to the Service Terms and Conditions. Each application shall also be subject to the Offer Terms and Conditions set out in the Prospectus and stated on this Platform.
17. GOVERNING LAW AND JURISDICTION
The Service Terms and Conditions shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region ("HKSAR"). Each of the ESP and you agree to submit to the non-exclusive jurisdiction of the courts of the HKSAR.
18. THIRD PARTIES RIGHTS
No person other than you, the ESP or Tricor will have any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any of the provisions of the Service Terms and Conditions.