Water Equipment Acquisitions. Fractional Ownership Agreement

Transcription

1 Fractional Ownership Agreement Product Disclosure Statement May

2 About the document This is a Product Disclosure Statement ( PDS ). It provides you with information about the Fractional Ownership Agreement (FOA) issued by Water Equipment Acquisitions Limited (Hong Kong) so you can decide whether or not to acquire it. You should read this document carefully before acquiring a FOA. You should also keep the PDS for your future reference. If you have any questions or have not received a complete copy of the PDS please contact us. The information contained in the PDS is general information only and does not take into account your objectives, financial situation or needs. Accordingly you may wish to seek professional advice before making an investment decision. The PDS should not be taken to be a recommendation that a FOA is appropriate for you. The issuer of the products described in the PDS is Water Equipment Acquisitions Limited a Hong Kong registered Company. Information in the PDS may be subject to change from time to time. Where the change is not materially adverse, you will be able to find out the new information by contacting us on or ing us at marketing@weahongkong.com A paper copy of any updated information will be given to you on request without charge. Contact details You can contact us at our Office: Water Equipment Acquisitions Limited Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR Telephone: Or at marketing@weahongkong.com Web: Key Features A FOA is a non-transferable contract held with Water Equipment Acquisitions that offers a fractional ownership of Water Purification Equipment with a set rate of return, fixed income payment dates and a fixed maturity date. Currencies While WEA operates internationally and uses AUS$ as its base currency internally this summary is aimed at the Australian market & has been calculated in Australian Dollars (AUS$). Minimum Investment AUS$10, Rate of Return Fixed income is paid quarterly at a rate determined by the size of the Fractional Ownership. Additionally, WEA will repurchase the asset from the Fractional Owner in 25% increments at the end of each year for four years, while maintaining the fixed income amount. At the end of four years the Fractional Owner will have been fully repaid and WEA will own the asset. Application Procedure Lodge your completed FOA application form with any relevant attachments at: Office of Water Equipment Acquisitions listed above 2

3 By post to: Water Equipment Acquisitions Limited Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR Register of FOA Holders The register will be maintained by WEA in its Hong Kong offices this is the conclusive evidence of who are FOA holders from time to time. Maturity The maturity date is the date 48 months from the date of purchase. On the maturity date WEA will have fully repaid the investment and will subsequently own the FOA in its entirety. Quarterly Income Payments FOA holder will receive quarterly payments as his share of income from employment of the asset. The terms and conditions beginning on page 5 of this document explain the way in which the Fractional Ownership Agreement (FOA) operates. Transferability Fractional Ownership Agreements are nontransferable but as with any investment, become a part of the investors estate and may be inherited by surviving relatives or nominees in a will. Significant Benefits and Risks Key Benefits Examples of benefits associated with a FOA include: The decision to utilise a FOA may be driven by the benefits of a regular return. A FOA can protect an investor from adverse movements in interest rates due to its fixed rate of income and return of capital. Water Equipment Acquisitions will repurchase the asset from the FOA holder in 25% annual increments plus pay quarterly fixed income payments for 4 years. Key Risks Examples of risks associated with a FOA include: Market Risk The FOA is non-transferable before the maturity date and as such should be viewed as a 4 year investment. Credit Risk As with many investments you are also reliant on the issuer s ability, in this case our ability, to meet obligations including the payment of the principle amount of your FOA and any ongoing income to you. In order to mitigate this risk, the cash-flow from placement of the equipment is pledged to support the scheduled payments. Interest Rate Risk The risk that movements in interest rates may adversely affect the owner of the FOA. In this case the risk is eliminated since it has a fixed return of income and capital. Opportunity Cost A risk that an investor will forgo potentially higher returns during the investment term by accepting a fixed rate at the outset of the investment within a FOA. 3

4 Income WEA will pay to the Fractional Owner a prescribed share of its income from placement of the equipment, quarterly according to a schedule as shown in Section 2.1 Fees and Charges There are no fees and charges associated with a FOA Commission WEA does not charge you commission on the issue of a FOA. WEA may however pay commissions to third party referrers and or agents; this is at no expenses to you. Approved agents may receive a commission of up to 10% of the purchase price of the FOA. Terms and Conditions Section A: Meaning of Words WEA means Water Equipment Acquisitions Limited, a Hong Kong registered Company. Application Form means the application form entitled Water Equipment Acquisitions Fractional Ownership Agreement Application. Fractional Ownership Agreement FOA means fractional ownership of equipment purchased by Water Equipment Acquisitions for installation into clean water projects. Term means the period of the FOA (48 months). It is the period commencing on the day of issue of the FOA Certificate and ending on maturity. Register means the register of FOA holders maintained by WEA Terms and Conditions means these terms and conditions Maturity means the day on which the contract term expires Quarterly Income Payments means a share of asset income paid 4 times per calendar year or every 90 days calculated from the day of issue of the FOA. Repurchase refers to the company incrementally buying back the Fractional Owners asset at the rate of 25% per year over 4 years. The singular refers to the plural and vice versa. A reference to: A document includes any variation or replacement of it: Any thing includes the whole and each part of it and: $ or dollars means the currency of Australia. FOA Holder means the person, business or other entity registered as the holder of a FOA in the register Certificate means a certificate issued by WEA to the FOA holder evidencing the purchase of the FOA by the FOA holder 4

5 Income WEA will pay to the Fractional Owner a prescribed share of its income from placement of the equipment, quarlerly according to a schedule as shown in Section 2.1 Fees and Charges There are no fees and charges associated with a FOA Commission WEA does not charge you commission on the issue of a FOA. WEA may however pay commissions to third party referrers and or agents; this is at no expenses to you. Approved agents may receive a commission of up to 10% of the purchase price of the FOA. Terms and Conditions Section A: Meaning of Words WEA means Water Equipment Acquisitions Limited, a Hong Kong registered Company. Application Form means the application form entitled Water Equipment Acquisitions Fractional Ownership Agreement Application. Fractional Ownership Agreement FOA means fractional ownership of equipment purchased by Water Equipment Acquisitions for installation into clean water projects. Term means the period of the FOA (48 months). It is the period commencing on the day of issue of the FOA Certificate and ending on maturity. Register means the register of FOA holders maintained by WEA Terms and Conditions means these terms and conditions Maturity means the day on which the contract term expires Quarterly Income Payments means a share of asset income paid 4 times per calendar year or every 90 days calculated from the day of issue of the FOA. Repurchase refers to the company incrementally buying back the Fractional Owners asset at the rate of 25% per year over 4 years. The singular refers to the plural and vice versa. A reference to: A document includes any variation or replacement of it: Any thing includes the whole and each part of it and: $ or dollars means the currency of Australia. FOA Holder means the person, business or other entity registered as the holder of a FOA in the register Certificate means a certificate issued by WEA to the FOA holder evidencing the purchase of the FOA by the FOA holder 4

6 Section B: General terms and conditions 1. Amount of Investment 1.1 The minimum Fractional Ownership value is AUS$10, Investments over AUS$100, may be made in multiples of any level 1.3 FOA Levels Level Cost Bronze $ 10, Silver $ 20, Gold $ 40, Sapphire $ 60, Platinum $ 80, Diamond $ 100, Rate of Return and Income 2.1 The prescribed share of earnings is based on the original value of Fractional Ownership as per the following:. Level Rate Every 3 Months Annual Repurchase Total Bronze 9.0% $ 225 $ 2,500 $ 3,400 Silver 9.5% $ 473 $ 5,000 $ 6,900 Gold 10.0% $ 1,000 $ 10,000 $ 14,000 Sapphire 10.5% $ 1,575 $ 15,000 $ 22,000 Platinum 11.0% $ 2,200 $ 20,000 $ 28,800 Diamond 11.5% $ 2,875 $ 25,000 $ 36, The annual repurchase of the asset to be paid on each anniversary, is based on the level of investment as per the following:. Level Annual Repurchase Fully Repaid Over 4 Years Bronze $ 2, $ 10, Silver $ 5, $ 20, Gold $ 10, $ 40, Sapphire $ 15, $ 60, Platinum $ 20, $ 80, Diamond $ 25, $ 100, Payment of Income 3.1 Payments are traditionally paid on a quarterly basis (every 90 days) 3.2 The payment is calculated at a rate as prescribed by the chart shown in Section Income payments will be made to the person / persons or entity registered as the FOA holder at the close of business 7 days prior to the income payment date. 3.4 FOA holders will be provided with an annual statement of their account. The statement will detail the value of the FOA, income paid in the period and value on maturity. 4. Applications 4.1 Application for a FOA is made on the Application Form. 4.2.A Payment can be made by: A) A cheque made payable to Water Equipment Acquisitions for the full amount of the FOA B) By arranging a transfer of funds, for the full amount of the FOA electronically from your bank to WEA s nominated bank account 4.3 The commencement date of the FOA begins from the date funds you are investing are determined to be cleared funds by us. 4.4 Your FOA Application Form can be lodged as follows; Your application can be ed to marketing@weahongkong.com Mailed or delivered to: Water Equipment Acquisitions Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR

7 4.5 WEA reserves the right to refuse any application. 4.6 Upon registration of your FOA purchase, you will receive a certificate as evidence of your investment. You should check the certificate carefully and immediately notify WEA if you notice an error on that document. 5. Transfer 5.1 Fractional Ownership Agreements are non-transferable but as with any investment, become a part of the investors estate and may be inherited by surviving relatives or nominees in a will. 6. FOA Ownership 6.1 WEA will maintain a concise, confidential register of Fractional Owners and the details of their investments. 6.2 Change of address and/or other personal details must be made in writing and signed by the FOA holder and sent to WEA for lodgment with the FOA register. 6.3 A FOA may be purchased jointly with other persons or entities. In this case, WEA will pay the earnings and repayment of capital to the nominated bank account, agreed by all parties. 6.4 In the case of jointly owned FOA, it will be the owners responsibility to share the income and repayment of capital. WEA will take no responsibility for any joint owner s claim beyond the above. 6.5 If the FOA is jointly owned all FOA holders must sign to authorise any transaction in respect of the FOA. 6.6 If your FOA is held jointly. The liability of each FOA holder under these terms and conditions is both joint and several. This means that each of you is liable both on your own and together for the FOA and the obligations of FOA holders under these terms and conditions. 6.7 If any joint FOA holder dies, it will be the responsibility of the inheritor to claim his share from the other joint owners of the FOA. 6.8 The register will be maintained by WEA in its Hong Kong offices. All correspondence should be forwarded as follows: Water Equipment Acquisitions FOA Register; Water Equipment Acquisitions Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR Change of details must be requested in writing and signed by all the FOA holders and sent to the register Any change to payment requests details must be received by the register no later than 7 days prior to the next due payment 7 Fees and Charges 7.1 There are no fees and charges associated with a FOA 8 Commission 8.1 WEA does not charge you commission on the issue of a FOA. WEA may however pay commissions to third party referrers and or agents; this is at no expenses to you. 9 Maturity 9.1 On the maturity date the FOA ownership shall be automatically returned to WEA. 9.2 The FOA holder will receive from WEA a notice of maturity of the FOA. 6

8 10 Tax 10.1 The information is this section is general information only. Accordingly, you should seek your own independent taxation advice regarding the tax consequences of acquiring, holding or disposing of a FOA, to take into account your own personal circumstances. Income received by an Australian resident taxpayer may form part of the FOA holder s assessable income Any redemption or transfer of part or all of a FOA constitutes a disposal of all or part of the FOA which can result in the realisation of a gain or loss for income tax purposes. The amount of tax payable on any gain will depend on the FOA holder s individual circumstances A FOA will not constitute a qualifying security for income tax purposes as the FOA is not issued at a discount and bears no deferred interest GST is not payable on your investment, or on income payments you receive in respect to the FOA 10.5 In general terms, if a FOA is held on revenue account by the FOA holder, any gain in the disposal or redemption of the FOA will be included in the assessable income of the FOA holder in the year of income in which the gain is derived or when the disposal or redemption takes place. Any loss on the disposal or redemption will be allowable as a deduction from the assessable income of the FOA holder in the year of income in which the loss is incurred or when the disposal or redemption takes place. 11 Privacy and confidentiality 11.1 We acknowledge that we have a general duty of confidentiality towards you except where disclosure is compelled by law, or where there is a duty to the public to disclose, or where disclosure is made with your express or implied consent Water Equipment Acquisitions is dedicated to protecting your privacy from the time you first join us. Information that we collect is used for administrative purposes only. Your information will not be shared or disclosed with any third parties without your express permission If you have concerns or wish to make a complaint regarding the treatment of your personal information by WEA please call us on or us at; marketing@weahongkong.com 12 Governing Law 12.1 This Agreement shall be governed by and construed in accordance with the laws for the time being in force in Hong Kong SAR and subject to Clause 168 herein, the Courts of Hong Kong SAR shall have nonexclusive jurisdiction to hear and determine all actions and proceedings arising out of this Agreement. 13 Money Laundering 13.1 We are committed to the regulatory requirements for anti-money laundering and counter terrorism financing (AML). To comply with these requirements, we may: (a) require you to provide to us, or otherwise obtain, any additional documentation or other information; (b) suspend, block or delay transactions on your account, or refuse to provide services to you; (c) report any, or any proposed, transaction or activity to any body authorised to accept such reports relating to AML or any other law. 7

9 14 Other 14.1 We can decide, at our discretion, the order in which payments will be processed Notices and other communications for us may be: (a) given personally to one of our employees at head office or sent by post or facsimile to our registered office; or (b) given by any other means permitted by law Subject to the requirements of any law, communications for you may be: (a) given to you personally or left at: (i) any address specified by you or (ii) your residential or business address last known to us or your registered office (b) sent by prepaid post to any of these places or (c) sent by facsimile to your residential or business facsimile number last known to us or (d) given by any other means permitted by law You must give us any information or documents we require to identify you or any person authorised to deal with your FOA. Subject to the requirements of any law, you authorise us to check the authenticity of any such information or documents that you give to us We may choose at any time to waive any of our rights under these terms and conditions. Subject to any applicable law, a waiver by us is not a change to, and does not reduce our rights under, these terms and conditions unless we give you written notice that it is a change to these terms and conditions Nothing in this agreement has the effect of excluding, restricting or modifying rights in the Australian Securities and Investments Commission Act or Trade Practices Act, which cannot be excluded, restricted or modified by agreement Part or all of any provision of these terms and conditions that is illegal or unenforceable will be severed from these terms and conditions, however the remaining provisions of these terms and conditions will continue in force We may assign or otherwise deal with our rights under these terms and conditions in any way we consider appropriate. You agree that we may disclose any information or documents we consider desirable to help us exercise this right. You also agree that we may disclose information or documents at any time to a person to whom we assign our rights under these terms and conditions To the extent that a Consumer Credit Code applies to these terms and conditions and: (a) that Code would otherwise make a provision of these terms and conditions illegal void or unenforceable; or (b) a provision of these terms and conditions would otherwise contravene a requirement of that Code or impose an obligation or liability which is prohibited by that Code, these terms and conditions are to be read as if that provision were varied to the extent necessary to comply with that Code or, if necessary, omitted. 8

10 Fractional Ownership Agreement Application Form May

11 Application Form Water Equipment Acquisitions Fractional Ownership Program Applicants Details (Individual) Title: Mr. Mrs. Miss MS Surname Given Names Address State Postcode Country E - Mail Date of Birth / / Telephone Mobile Sex M F Passport or Drivers Lic. # Fractional Ownership Request Bronze Silver # at at AUS$ 10,000 AUS$ 20,000 Total Gold at AUS$ 40,000 Sapphire Platinum Diamond at at at AUS$ 60,000 AUS$ 80,000 AUS$100,000 Banking Information: Bank Name: Bank Address: Account Name: Account Number: Swift Code: I wish my distributions to be: Every Three Months Once per Year

12 Important No5ce Water Equipment Acquisi5ons Frac5onal Ownership Program Application Form You are advised to seek independent advice before signing this application form. Applicants should ensure they have read and reviewed the Water Equipment Acquisitions Product Disclosure Statement in deciding whether to acquire or continue to hold a fractional ownership position. You can obtain the Product Disclosure Statement at any time by telephoning Or or ing us at marketing@weahongkong.com. Protecting Your Privacy Water Equipment Acquisitions is dedicated to protecting your privacy from the time you first join us. Information that we collect is used for administrative purposes only. Your information will not be shared or disclosed with any third parties without your expressed permission. Applicants Declaration I / We acknowledge I / We have read and understood the Water Equipment Acquisitions Product Disclosure Statement and the Terms and Conditions applying to fractional ownership of WEA equipment. I / We agree that subject to acceptance by WEA my / our WEA fractional ownership shall be governed by those Terms and Conditions set out within the WEA Product Disclosure Statement. I / We agree to be bound by these Terms and Conditions I / We warrant that the details on this application form are true and correct. I / We acknowledge that commissions may be payable by WEA to the advisor or third party referrer if any. Signature of Applicant (1) Signature of Applicant (2) Signature of Witness Signature of Witness / / / / Month Day Year Month Day Year

13 Important No5ce Applica5on Lodgement Instruc5ons Water Equipment Acquisi5ons Frac5onal Ownership Program Application Form Your Application Form and full payment must be mailed or delivered to the address listed below or you may ed your application to You may use electronic funds transfer to remit funds, make sure in the information area of the instructions you include your name as it appears on the application. We can arrange to collect your application, to arrange please a request to marketing@weahongkong.com Please include a copy of the Identification used in the application. Water Equipment Acquisitions Mailing Address Water Equipment Acquisitions Limited Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR Funds Distribution Quarterly Option: Funds will begin being distributed starting on the last day of the month of the first full three month period following receipt of the application and funds deposit. Annual Option: Funds will begin being distributed starting on the last day of the month of the first full twelve month period following receipt of the application and funds deposit. Methods of Payment Cheque All cheques to be made payable to: Water Equipment Acquisi3ons Limited Level 15 & 16 Nexxus Building 41 Connaught Road Hong Kong SAR Phone Contact Numbers Water Equipment Acquisi3ons Limited Australia: Hong Kong: Electronic Transfer Water Equipment Acquisitions Bank Details DBS BANK HK Limited Enterprises Banking Center Nathan Road Branch 2/F Wofoo Commercial Bldg Nathan Road Mongkok Kowloon, Hong Kong Account Name: Water Equipment Acquisi3ons Limited Account Number: SwiW Code: DHBKHKHH