Disclosure Statement

Overview

This Disclosure Statement has been prepared by P2P Nusa Kapital Sdn. Bhd. (“NK/Company/Us/We/Our/ P2P Platform Operator”). We are registered and regulated by the Securities Commission Malaysia (“SC”) for the operation of Peer-to-Peer platform (“P2P Platform”).

This Disclosure Statement must be read together with our Terms and Conditions of use and any other documents referred to therein as it explains your rights and obligations in using or assessing the Platform. You are strongly advised to read through the Issuer Disclosure Statement and by using or accessing our Service it will be deemed as acceptance of this Issuer Disclosure Statement.

This disclosure statement is dated 3 October 2017.

Warning Statement

Peer-to-Peer financing carries high
Issuers using this platform to raise funds are start-up or small or medium sized companies. Hence investment in these types of businesses is very speculative and carries a high risk.
You should be prepared to bear all the risk of losing your entire Any loss resulting from the trading or investment through this P2P Financing Platform is not covered by the Capital Market Compensation Fund (CMCF).
You should diversify your investment to lower down the overall risk.
You should do your own research and evaluate, or seek independent advice to assess the merits and risk of the investment before committing an investment.
You should read all information and documents carefully and do your own research before committing yourself.
Neither the offering being made on the Website nor the registration of the Website with the Securities Commission Malaysia, is to be taken as an indication of the merits of the offering.

Services

P2P Nusa Kapital is offering a P2P financing Platform where Issuers may raise funds on the Website. The terms on which our Company provides its financing services are set out in the following documents, which are available on the Website as follows:

Terms and Conditions
Privacy Policy
Risk Statement
Investor Agreement
Disclosure Statement
Issuer Agreement

How do Potential Investors apply for access to P2P Nusa Kapital’s Service?

Any person wishing to become Investors and use the service provided on the Website must first complete the registration process. By clicking sign up or join us, you will be directed to a registration page which requires you to fill in your details such as a username and your password. It is your responsibility to maintain confidentiality of your password. You may be required to verify your email by clicking to the link sent to your email.

Once the person has registered with us, the person will be able to view all Campaigns on the Website but is limited to be an Investor or Issuer unless they register with us as an investor and agrees to the terms of the investor Agreement.

To register as an investor on the platform, the person must be a registered member, and provide details about themselves. For the purposes of compliance with the Anti-Money Laundering, Anti Terrorism Financing and Proceeds of Unlawful Activities Act 2001, we are required to collect information from Investors in relation to the identity of individuals and other relevant person, and information in relation to the source of funds of the Investors.

Eligibility criteria for Investors

Investors must:

Be 18 years of age or older at the time of registering as an investor (if the person is an individual).
Declare whether they are subject to any investment (Retail investor – investment limit RM50,000 at any time)
You must be an individual, LLP, limited company, public body or other legal entity;
if you are investing in your capacity as an individual, you must have a permanent address in Malaysia;
if you are a limited company, you must be incorporated under the laws of Malaysia under the Companies Act 1965 and having the permanent place of business in Malaysia;
if you are a LLP, you must have a permanent place of business in Malaysia;
if you are a public body, you must be registered or formed with the relevant authority in Malaysia;
Provide a MBAN number if the investor is an Angel Investor.
Acknowledge that they read and accept the Warning Statement, Disclosure statement, Terms and Condition, and Privacy Policy.

Our service and the Website are designed in the legal context of the Malaysian law. An Investor who wishes to fund a campaign from outside Malaysia or who is not a Malaysian citizen is solely responsible for ensuring their compliance with all relevant laws of any country outside Malaysia.

How do Potential Issuers apply for access to P2P Nusa Kapital’s Service?

Only locally registered sole proprietorships, partnerships, incorporated limited liability partnerships, private limited and unlisted public companies can be an issuer.

Based on the Guidelines on Recognized Markets, the following entities are prohibited from raising funds through a P2P platform:

Commercially or financially complex structures (i.e. investment fund companies or financial institutions);

Public-listed companies and their subsidiaries;

Companies with no specific business plan or its business plan is to merge or acquire an unidentified entity (i.e. blind pool);

Companies that propose to use the funds raised to provide loans or make investment in other entities; and

Any other type of entity that is specified by the SC.

An Issuer must not be hosting the same Campaign concurrently on another P2P platform.

Any company wishing to access the Website as an Issuer must be a registered member and the process is explained above.

Screening and assessment Process

FIRST LEVEL OF SCREENING – Minimum requirements

To be eligible for a funding via P2P Nusa Kapital, the issuer must at least meet any of the following requirements:

Be in operations for at least one year;
Have annual sales of at least RM300,000;
Demonstrate that operating cash flow in the past 12 months was positive; and
Have a purchase order in which to base funding size on.

SECOND LEVEL OF SCREENING – Credit scoring

After a business meets the minimum requirements for funding, we will request from it additional information, as well a management discuss (through a call or meeting). The information are filtered and utilized to determine the credit worthiness of the Issuer based on our proprietary credit scoring system.

Simultaneously, we will undertake due diligence to ensure the company is rightfully registered, has no history of bankruptcy, and is currently not involved in any legal cases.

Our credit scoring looks at three broad categories – business risk, financial risk, and corporate governance risk.

Each subject category is given a score of 1 to 5 (1 being the least risky and 5 the most risky) and will be given an appropriate % weighting. The final weighted score will determine which risk category the business belongs to and whether or not we can fund the business. Only weighted scores of 3.5 and below is eligible for funding via P2P Nusa Kapital.

Low risk profile : Total score of 1-1.5
Medium risk profile : Total score of 1.5-2.5
High risk profile : Total score of 2.5-3.5

ADDITIONAL SCREENING – partnerships

Partnerships with Issuers offer another level of screening/due diligence of potential clients. Our partners can assist with the verification of their members who approach us for funding. Additionally, it will be in the interest of the partners to ensure that members crowdfund via P2P Nusa Kapital are those who are likely to repay investors timely. A default or delayed payments one of the members may affect the funding costs and ability of other members in the organization to raise financing due to reputational risk.

Fees and Charges

Investor	Fee Type	Rate	Description
	Platform Management Fees	10% of Return	Fees charged based on invested funds that are managed within the platform throughout the financing duration. To be charged upon collection of payout.
	Withdrawal Processing Fees	RM0.11 – RM1.00	Charges if applicable based on any charges by the bank (such as IBG, FPX). Will be charged upon successful withdrawal from Trust.

Issuer	Fee Type	Rates**	Description
	Processing Fee	RM50.00	A one-time fee charged upon submission of documents.
	Hosting Fee	RM250.00	Fee charged upon hosting of the campaign on the Platform.
	Maintenance Fee	Up to 1% per Annum	Fees charged annually at the end of each anniversary of the tenure of the investment until the repayment of the Investors’ Funds is fully repaid.
	Service Fee (Wakalah Fee)	3% to 5%	Fees charged by the Platform to issuers upon successful funds raised. Fee will be based upon the following Risk Grading:
			Risk Score	Fee (% Fund Raised)
			1	3%
			1.1 – 2.0	4%
			2.1 and above	5%
			Rate is determined by total funds raised. Amount calculated from the rate will be deducted from the investment disbursed.
	Stamp Duty	0.5% Flat Rate	Duty payable under the law. Fees charged by the Platform to issuers upon successful funds raised. Amount is determined by the amount of funds raised. For example: if campaign hosted is RM100,000 but total investment achieved is RM 85,000. The duty payable would be RM85,000 x 0.5% = RM425.
	Bank Charges (Other)	RM0.11 – RM1.00	Charges if applicable based on any charges by the bank (such as IBG, FPX). Will be charged upon successful withdrawal from Trust.

Our fees may change at any time and we will notify all registered users of any changes in advance by email or on our Website.

Investors’ Money are held

All investment amounts are held in our trust account with Pacific Trustee Berhad (Company No.: 317001-A) until the company has successfully reached its fundraising target.

We will monitor all transactions made to the trust account and will update our records to avoid any discrepancies in the account.

Should the Campaign fail for any reason, including the targeted amount of at least 80% is not achieved during the given Campaign period, we will refund the moneys paid by the investors. No payment provider fee shall be payable/refunded to Investors on any such refund. Any interest earned on investors’ monies will be paid to the investors accordingly unless otherwise notified in writing.

Conflict of interest

P2P Nusa Kapital, its directors, shareholders and officers are prohibited from investing or providing any financial assistance to investors to invest in the Campaign. We will not provide any funding to issuers or invest in any campaign launched on the Platform.

Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA)

We adopt a compliance procedure that is in accordance to this regulated act. We do not encourage and tolerate any prohibited financial crime committed on the Platform. We will lodge a report to the relevant authority if there is any suspicious transaction.

Information and Material on Website

Once we are satisfied that an Issuer is ready to launch the campaign on the Website. We will request the Issuer to submits memorandum of which will contain relevant information about the Campaign but not limited to the ownership and management structure, assets and liabilities , business plan and other relevant information. This information pack will be hosted on the Website for the Investors to access and do their own research before committing to an investment.

Complaints and Dispute Resolution

If you have any complaints regarding our services you may contact us at [email protected].

Alternatively, you may direct the complaints to the Consumer and Investor Office of the Securities Commission Malaysia.