TERMS AND CONDITIONS

Introduction

The content of this website has been prepared by Arete Capital Asia Limited (“ACAL”) on the basis of information and sources believed to be reliable. Under no circumstances should any part of this website be construed as an offering or solicitation of an offer, and any investment in the products of this site should only be made on the basis of an Offering Memorandum or Prospectus. ACAL is authorised and regulated by the Securities and Futures Commission (“SFC”) with CE number BHY177 for the Regulated Activities of Dealing in Securities and Advising on Securities. ACAL is a company registered in Hong Kong (number 66414554) with its office at Room 1303, 13/F, Tai Tung Building, 8 Fleming Road, Hong Kong.

Terms

1. Terms and conditions of use – Important Legal Notice: The following terms and conditions of use (“Terms”) apply to your access to and use of ACAL’s website (“website” or “site”). Every time you access or use the website you agree to comply with and be bound by the Terms and acknowledge that we may rely upon your agreement. Please read the following Terms carefully and if you do not accept any terms or conditions, please do not access or use this website.

2. Not for US persons: The provision of the information in this website does not constitute an offer of securities to any person in the United States or to any US Person as such term is defined under the Securities Act of 1933, as amended. The information contained in this site about ACAL and/or any of its affiliates is not directed to any person in the United States. Service offerings referred to herein are neither registered under the Securities Act 1933 of the USA, nor are they registered under the Investment Company Act of 1940. Consequently, they cannot be offered for sale or be sold in the USA, its territories, possessions or protectorates under its jurisdiction, nor to nationals, citizens or residents in any of those areas. No investments or services mentioned on this website are directed at US Persons who are not Professional Investors (“Professional Investor”) as defined in Paragraph 16 below. The information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such distribution or offer is not authorised.

3. Hong Kong investors: This website is intended solely for the Professional Investors as defined in Paragraph 16 below. The investment products described in this website have not been, and will not be authorised by the SFC.

4. Information on ACAL website: Except where stated otherwise, the information, content and services on this website (“Information”) are provided by ACAL (referred to as “we” and “us”) as at the date indicated on the relevant material. The Information is provided for personal use and information purposes only. The Information does not take account of the investment objectives, financial situation and particular needs of any particular person and is not general advice to any class of persons. Therefore, you should not rely on the Information and should obtain relevant and specific professional advice in making any investment decision. Furthermore, nothing on this website constitutes or should be construed to constitute: (a) an offer, advice, invitation or solicitation from us or our affiliates to buy or sell any investments or securities, futures, options or other financial instruments; (b) an invitation or inducement to engage in investment activity or a financial promotion of any kind; or (c) investment recommendation or advice. References in this site to specific securities should not be taken as a recommendation to buy or sell those securities, but are included for the purposes of illustration and/or information only.

5. Website – permitted users: The laws and regulations of the country from which you access this website may include restrictions on the distribution of the Information. This site is not directed at or intended for distribution to or use by any person or entity in any jurisdiction where (by reason of that jurisdiction’s applicable securities laws, person’s nationality, residence or otherwise) such distribution, publication, availability or use of this site or any part of its contents would be contrary to applicable law or regulation or would subject ACAL or affiliates to any registration or licensing requirement within such jurisdiction. If you are such a person or entity, you are not authorised to enter the site. It is your responsibility to ensure that your use of this website complies with any restrictions or any applicable local laws regarding use of the Information on this website. Persons or entities in respect of whom such restrictions apply must not access the relevant pages on this site. The Information displayed on this website contains material that may be interpreted by the relevant authorities in the country where you are viewing this site as a financial promotion or an offer to purchase securities. Accordingly, if you reside in any such country or fall within the scope of any law that seeks to regulate financial promotions in the country of your residence or in the country in which you are viewing this site, please cease accessing or using this website immediately. If you are uncertain about your position under the laws of the country in which you are viewing this website, then you should seek clarification by obtaining legal advice from a lawyer practicing in your country’s law or in the country in which you are viewing this website before accessing this site. You may not use any part of the material or Information on this site to establish, maintain or provide or assist in establishing, maintaining or providing a stock market for trading in securities. This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the site that we would be allowed to advertise investments and investment services to you under the laws and regulations of your jurisdiction. For the avoidance of doubt, this document is NOT intended for distribution to or use by citizens or residents of the USA. No investment may be offered or sold to citizens or residents of the USA nor in any other country, state or jurisdiction where it would be unlawful to offer, solicit an offer or sell such investments. This restriction also applies to residents of the USA who may view or access this site whilst travelling or living outside of their normal jurisdiction. In order to access this website, you must first confirm that you are a Professional Investor. ACAL reserves the right to terminate or suspend your access to all or any part of the site, without notice, if ACAL, in its sole discretion, believes that your continued use of the site or any of its content is in violation of any applicable law or is harmful to the interests of ACAL or any of its affiliates, subsidiaries or other representatives.

6. Accuracy of information and investment performance: Whilst the information contained on the site has been given in good faith and every effort has been made to ensure its accuracy, the Information may not be complete or accurate for your purposes. This site and the Information is provided on an “as is” basis and we may not, and have no obligation to, update the Information or correct any inaccuracy which subsequently becomes apparent. The Information and/or opinions and estimates comprised in the Information may be changed or withdrawn without notice and may become outdated. You should verify any information or other material obtained from this site before you use it. The site contains material about the past performance of ACAL service offerings. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE. ACAL, ITS RELATED BODIES CORPORATE, ITS DIRECTORS OR OFFICERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BY WAY OF EXAMPLE BUT NOT LIMITATION AS TO RELIABILITY, COMPLETENESS, FITNESS FOR PURPOSE OR ACCURACY OF THE INFORMATION ON THIS WEBSITE [OR ON ANY THIRD PARTY WEBSITE LINKED TO THIS WEBSITE]. IN ADDITION, ACAL DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE [OR THE SERVERS THAT MAKE THE ACAL SITE AVAILABLE] WILL BE ERROR FREE, UNINTERRUPTED OR FREE FROM INFECTION, VIRUSES, WORMS OR ANY OTHER HARMFUL CODE WHICH MAY HAVE CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE FULLY RESPONSIBLE FOR ENSURING PROTECTIVE STEPS ARE TAKEN SUCH AS VIRUS CHECKING. The Information is assembled from material prepared by ACAL or its agents but may not include Information made known to ACAL officers subsequent to the date of publication of the Information indicated on the site. If you use the Information, you do so at your own risk. Please recognise that the previous performance of securities or other instruments does not guarantee or predict future performance.

7. Exclusion of liability: TO THE FULLEST EXTENT PERMITTED BY LAW, ACAL ACCEPTS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT DAMAGES, CONSEQUENTIAL OR SPECIAL DAMAGES, LOSS OF USE, DATA OR PROFITS, COSTS OR EXPENSES INCURRED OR SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT OR DUE TO NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, USE OF, RELIANCE ON, OR PERFORMANCE OF THIS WEBSITE OR ANY INFORMATION CONTAINED ON THIS WEBSITE, WHETHER DUE TO INACCURACY, ERROR, OMISSION OR ANY OTHER CAUSE AND WHETHER ON THE PART OF ARAL. NOTHING IN THE TERMS OF USE EXCLUDES, RESTRICTS OR MODIFIES ANY CONDITION, WARRANTY OR LIABILITY WHICH MAY AT ANY TIME BE IMPLIED BY STATUTE OR ANY OTHER APPLICABLE LAW WHERE TO DO SO IS ILLEGAL OR WOULD RENDER ANY PROVISION OF AN AGREEMENT VOID. No liability is accepted for any loss, either direct or indirect, incidental or consequential, arising out of the information on this site not being true and accurate, except to the extent caused by the wilful default or gross negligence of ACAL or to the extent that such liability arises under the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”). Please note that ACAL may update or alter the information on the site at any time without giving notice of the alterations.

8. Third party websites: ACAL may provide, on our website, links to websites operated by third parties as a convenience to you. If you use these other sites, you will leave this site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. ACAL makes no representations, warranties or guarantees of any kind about any of the content of any other website which you may access by hypertext link through this site. When you access any other website by means of a link from this site, you should understand that your access to that other website is independent of ACAL and we have no control over the content of the website, nor do we in any way endorse or approve the content of that website. In no event will we in any way be liable to you or any other person(s) or organisation(s) for loss or damage (whether direct, indirect, consequential, special or other) for any use of any site linked to it by means of hypertext or otherwise.

9. Indemnity: You agree to indemnify ACAL and its officers and affiliates from and against any claim brought by third parties against any of them as a consequence of your breach of the Terms. Furthermore, if your use of this website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

10. Intellectual property rights and license: Any information accessed via this site is confidential and is protected under copyright law. The copyright, trademark or any other intellectual property rights in the website and the Information are owned by or licensed to ACAL. You may download or print out a hard copy of individual pages and/or sections of this website provided you do not remove any copyright or other proprietary notices. Any downloading or other copying from this site will not transfer title to any software or material to you. You may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, link to or use for any public or commercial purpose this site without the prior written permission of ACAL. Any rights not expressly granted in the Terms are reserved.

11. Operation of the website: You should be aware that the internet, being an open network, is not secure. If you choose to send any electronic communications by means of this site, you do so at your own risk. We cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient safely.

12. Privacy Any personal data relating to you will be collected, used and recorded by us in accordance with current data protection legislation, the Terms and our Privacy Policy below. You must read our Privacy Policy as it forms part of the Terms.

13. Governing law: This site is hosted in Hong Kong SAR and compiled in order to comply with the laws of Hong Kong SAR. All visits to and the contents of, this site are subject to and governed by the laws of Hong Kong SAR. If any dispute arises from your use of this site or any of the information on it, you agree to submit to the non-exclusive jurisdiction of the Hong Kong SAR courts. The Terms are governed by the laws of Hong Kong SAR.

14. Waiver: If you breach the Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach the Terms.

15. Our details: This website is owned and operated by Arete Capital Asia Limited,Room 1303, 13/F, Tai Tung Building, 8 Fleming Road, Wan Chai, Hong Kong. Tel: +852 2880 0971.

16. Definition of Professional Investor

I.  Institutional Professional Investor 

a.  any recognized exchange company, recognized clearing house, recognized exchange controller or recognized investor compensation company, or any person authorized to provide automated trading services;

b.  any intermediary, or any other person carrying on the business of the provision of investment services and regulated outside Hong Kong;

c.  any authorized financial institution, or any bank which is not an authorized financial institution but is regulated outside Hong Kong;

d.  any authorized insurer, or any other person carrying on insurance business and regulated outside Hong Kong;

e.  any scheme which:

(i)  is a collective investment scheme authorized under the SFO; or

(ii)  is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place,

    or any person by whom any such scheme is operated;

f.  any registered Mandatory Provident Fund scheme, or its constituent fund, or any approved trustee or service provider of any such registered scheme or an investment manager of any such registered scheme or constituent fund;

g. any scheme which:

(i)  is a registered occupational retirement scheme; or

(ii) is an offshore occupational retirement scheme and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place,

    or any administrator of such a scheme;

h.  any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;

i.  any corporation which is:

(i)  a wholly owned subsidiary of an entity specified in paragraph b or c above;

(ii)  a holding company which holds all the issued share capital of an entity specified in paragraph b or c above; or

(iii)  any other wholly owned subsidiary of a holding company referred to in subparagraph above.

II.  Corporate Professional Investor

a.  any trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than HKD 40 million or its equivalent in any foreign currency at the relevant date or:

(i)  as stated in the most recent audited financial statement prepared in respect of the trust corporation within 16 months before the relevant date;

(ii)  as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared in respect of the trust or any of the trusts within 16 months before the relevant date; or

(iii)  as ascertained by referring to one or more custodian statements issued to the trust corporation in respect of the trust or any of the trusts within 12 months before the relevant date;

b.  any corporation or partnership having

(i)  a portfolio of not less than HKD 8 million or its equivalent in any foreign currency; or

(ii)  total assets of not less than HKD 40 million or its equivalent in any foreign currency, at the relevant date, or as ascertained by referring to:

(A)  the most recent audited financial statement prepared in respect of the corporation or partnership within 16 months before the relevant date; or

(B)  one or more custodian statements issued to the corporation or partnership within 12 months before the relevant date

c.  any corporation the sole business of which at the relevant date is to hold investments and which at the relevant date is wholly owned by any one or more of the following persons:

(i)  a trust corporation that falls within the description in paragraph a;

(ii)  an individual who, either alone or with any of his or her associates on a joint account, falls within the description in paragraph b;

(iii)  a corporation that falls within the description in paragraph b;

(iv)  a partnership that falls within the description in paragraph b.

III.  Individual Professional Investor

a.  any individual, either alone or with any of his or her associates on a joint account, having a portfolio of not less than HKD 8 million or its equivalent in any foreign currency at the relevant date or:

(i)  as stated in a certificate issued by an auditor or a certified public accountant of the individual within 12 months before the relevant date; or

(ii)  as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date.

Privacy Policy

Arete Capital Asia Limited (“ACAL”) is committed to preserving the privacy of all visitors to its website (“website” or “site”). Please read the following privacy policy to understand how it uses and protect the information you provide. Changes to our privacy policy will be posted on this site. BY ACCESSING THIS WEBSITE, YOU CONSENT TO THE COLLECTION, USE AND TRANSFER OF YOUR INFORMATION UNDER THE TERMS OF THIS PRIVACY POLICY AND THE TERMS OF USE OF THIS WEBSITE.

1. Information that we collect from you: When you visit this website, you may be asked to provide certain information about yourself including your name and contact details. ACAL may also collect information about your usage of this site as well as information about you from e-mails, letters or any other correspondence between you and us. ACAL does not undertake any obligations of non-disclosure or non-use of material received. Accordingly, please do not send any confidential or proprietary material to ACAL. You are entitled to see the information held about you and you may ask us to make any necessary changes to ensure that it is accurate and kept up to date.
2. Use of your information: Your information may be used for marketing and internal analysis purposes by ACAL, its investment managers and their respective affiliates and officers. ACAL may also use and analyse the information ACAL collects so that it can improve and develop this site. In particular, ACAL may use your information to contact you for your views on our site and notify you occasionally about important changes or developments to the site.
3. Disclosure: The information you provide to ACAL may be accessed by or given to our staff working outside Hong Kong and third parties who act for us for the purposes set out in this policy and Terms or for other purposes approved by you. Those parties process information and provide support services on our behalf. Otherwise, we will not disclose your personal data to third parties, except where you have given your consent or where ACAL is under legal or regulatory obligation to do so.
4. Cookies: ACAL may use “cookies” to record and process information concerning your visit to and use of the site and identify you when you visit. Cookies are small pieces of information that your internet browser places on your computer’s hard drive. Cookies may be used for example for remembering user names and preferences. You have the option of setting your browser to block cookies. Please refer to the “help” function of your internet browser for instructions. In some cases blocking cookies may reduce the functionality of our site or prevent access. If you continue without changing your settings, ACAL will assume that you are happy to receive all cookies. You can change your cookie settings at any time.
5. Security and data retention: To safeguard the confidentiality of your personal data and information contained in this site, ACAL has security measures in line with industry standard practices. ACAL will retain your information for a reasonable period or as long as the law requires.
6. Contact ACAL: Room 1303, 13/F, Tai Tung Building, 8 Fleming Road, Hong Kong. Tel: +852 2880 0971.