Financial Service Provider Disclosure Statement

FINANCIAL SERVICE PROVIDER DISCLOSURE STATEMENT

August 2022

Tiger Fintech (NZ) Limited - TFNZ - is a New Zealand registered financial service provider. The company registration can be verified at the New Zealand Companies Office Website at https://companies-register.companiesoffice.govt.nz/

For client money and property services and Anti-Money Laundering and Counter Financing of Terrorism purposes, TFNZ is supervised by the New Zealand Financial Markets Authority (FMA).

In this Disclosure Statement, you will find the following information:

(a) Contact details,

(b) Fees,

(d) Remuneration,

(e) Dispute resolution arrangements,

(f) Criminal and civil litigation history,

(g) Information relating to the broking service provided,

(h) Details of TFNZ's indemnity insurance,

(i) Record keeping, and

(j) Privacy.

A. Contact Details

TFNZ is a New Zealand incorporated limited liability company and can be contacted at the following address –

Level 27, 151 Queen Street, Auckland Central, Auckland, New Zealand,

Email: info_nz@tigerfintech.com

Telephone: +64 9 393 8128

B. Fees

The fees and charges applicable to the Services provided to you can be viewed via the link below. Any alterations to applicable fees and charges may be found here.

https://www.tigerbrokers.nz/commissions

The fees and charges applicable to the Services provided to you will be either:

(a) the fees and charges agreed in writing in respect of any particular Services; or

(b) in respect of any other Services, fees and charges which are not subject to any such written Agreement, the fees and charges notified by us to you from time to time. We may notify you of our fees and charges by including those fees and charges in our Client Agreement, by posting those fees and charges on our website or by notifying you otherwise in accordance with the Client Agreement General Terms and Conditions.

Our fees and charges include:

(a) client money and property services and other fees, charges, duties and taxes at the rate or rates notified by us to you from time to time in a Schedule of fees and charges or Disclosure Statement, or in respect of a particular transaction via the Contract Note you receive;

(b) any fees charged by an Agent and other charges incurred in effecting any transaction;

(c) any charges or penalties imposed by another service provider, Agent, or other stock exchange including, without limitation, charges or penalties imposed as a result of late or non-delivery of scrip, holder identification particulars or any other information or requirements; and

(d) any reasonable fees and charges we may impose for the purposes of complying with our obligations under the AML/CFT Act in relation to you or the Account.

We may debit our fees and charges either:

(a) to the Account (including, without limitation, any of your Client Funds held in the TFNZ Client Funds Account); or

(b) to your Online Multi-Currency Account and, for this purpose, you irrevocably authorise us to instruct the Account Issuer to pay any such amount from your Online Multi-Currency Account when instructed to do so by us.

Currency Exchange Fees and transfer fees

Where a client deposits money to TFNZ in a foreign currency or a currency other than the denominated currency, banks may charge a fee on the inward payment or conversion. However, this fee is not charged by TFNZ and is out of TFNZ’s control.

Default Interest

In an event of a failure to settle by you, interest may be charged on any unpaid amount at the Default Rate. Default Rate means the interest rate selected by TFNZ in its discretion, not being more than 10% per annum above the overdraft rate charged by the TFNZ's bankers on the TFNZ’s current account overdraft facility at the relevant time.

C. Material Interests, Relationships and Associations

For client money and property services obligations, TFNZ is regulated by the New Zealand Financial Markets Authority (FMA). For Anti-Money Laundering and Counter Financing of Terrorism purposes, TFNZ is a reporting entity also supervised by the FMA. TFNZ is a wholly owned subsidiary of Tiger Brokers (NZ) Limited, which is in turn under the ownership of NASDAQ listed company Up Fintech Holding Limited (TIGR).

TFNZ administers assets belonging to clients in a fiduciary capacity. This is a key area of regulation under the Financial Markets Conduct Act 2013 (the “Act”). The main purpose of client money and property services conduct obligations under the Act is to ensure that TFNZ accounts for, and safeguards, client assets at all times. The Act dictates a high standard of custodianship and associated record keeping.

Funds received from you or on your behalf will be held by TFNZ in a Client Funds Account on trust, unless and until it is disbursed to settle transactions on your behalf or otherwise distributed in accordance with your instructions.

For the purposes of United States securities trading, Client’s funds that are lodged with TFNZ may be held and protected by TFNZ trade execution counterparty Interactive Brokers (‘IB’) in a Special Reserve Bank Account for the Exclusive Benefit of client in the United States. IB is regulated by the U.S. Securities and Exchange Commission (SEC) as a registered Broker-Dealer, and the U.S. Commodities Futures Trading Commission (CFTC) as a registered Futures Commission Merchant. Funds deposited with IB on behalf of client are protected under Subpart A of the Securities and Exchange Act (US) 1934 and subject to the client protection regulations under the SEC rules.

Currently, all securities in custody are held by sub-custodians. The specific sub-custodian that holds securities in custody may depend upon the market upon which trades are executed and is at TFNZ’s discretion. However, each sub-custodian is authorized in its relevant jurisdiction to provide custodial services and TFNZ retains responsibility for compliance with all relevant legal and regulatory obligations relating to the treatment of client assets including securities. This service is available whether or not we have provided you with a financial adviser service in relation to the particular securities. Written terms and conditions are available in the TFNZ Client Agreement which apply to this service.

All TFNZ client funds accounts are subject to the supervision and review of New Zealand regulatory authorities, and TFNZ will regularly fulfill its reporting obligations. Client will be advised of the methods for depositing funds into the TFNZ client funds accounts when the account opening procedure is completed. Client may choose at the depositing stage which of the available TFNZ client funds account to deposit their funds into. Thereafter, TFNZ may make treasury decisions regarding where those funds will be deposited depending upon financial, client money and property services regulatory requirements. As a result, there may be instances where the TFNZ client funds account selected by the client for deposits is different from the TFNZ client funds account used for withdrawals. However any account into which client funds are deposited will be a trust account for the benefit of client of TFNZ and the bank is not entitled to combine the account with any other account(s), or to exercise any right of set-off or counterclaim against the money in this account in respect of any sum owed to it on any other account of TFNZ, or that of any other person.

Brokers – Client Money notice

TFNZ holds money and/or securities on trust for you which means TFNZ is required to ensure your money is held separate from its own money. However, as permitted by s.229ZA(1) of the Financial Markets Conduct Regulations 2014 (the Exemption) the account in which your money is held, also contains a limited amount of of TFNZ’s money to reduce the risk of a shortfall arising in the client money held for a particular client in that account. This limited amount of money is referred to as a buffer. Due to TFNZ’s reliance on the Exemption, TFNZ is required to notify you of a number of matters relevant to the account in which your money is held.

Summary of the terms of trust on which your money is held: Your money, as well as all other money received by TFNZ from other clients of TFNZ, is, or will be, held on trust by TFNZ in a pooled client money trust account. This trust account is a bare trust arrangement in which you have the absolute right to the capital and income of your investments. TFNZ has no control over your investments and can only act upon proper instructions given by you.

The impacts of TFNZ operating a limited buffer: TFNZ maintains the buffer to reduce the risk of a temporary shortfall that may result in one client’s money being used to settle a transaction for another client. This means that TFNZ’s clients can have more confidence that their money is not at risk. Under the Exemption, TFNZ must provide you with certain information including a description of any risks TFNZ is aware of that are likely to arise as a result of client money not being held separate from TFNZ’s money. While TFNZ believes that its use of the buffer is beneficial, there is a risk that its existence could create complexity and delay in the return of your money if TFNZ was to go into receivership or liquidation. This is because operating a buffer;

might conceal deficiencies in record-keeping which could lead to cross-use of client money or delay in client money being returned;
might allow a liquidator to freeze client accounts until the broker’s money has been identified and removed and this may result in a delay in the return of client money;
could make it more likely that the trust is successfully challenged.

Dealings

You acknowledge and agree that:

a. you appoint us as your agent for the purpose of dealing in financial products in accordance with the terms of this Agreement;

b. we may also deal in financial products as principal on our own account;

c. our directors or employees and all other persons associated with us may deal in financial products on their own account;

d. we may in certain circumstances either acting for another client or on our own account take the opposite position to you in a contract or trade, and you acknowledge our right to do so and to charge you such amounts as are permitted by this Agreement as if we had not taken the opposite position to you;

e. when we act as principal and take the opposite position to you, the dealing price of the transaction may be inferior to or deviate from the market price within certain limits as permitted by applicable exchanges or regulatory requirements.

D. Remuneration

Any advisory services of TFNZ are provided by authorized personnel and are provided only for clients of TFNZ. TFNZ advisers may benefit by providing client advice where such advice leads to the client giving TFNZ orders for execution for which TFNZ charges the client fees. Advisers are not authorized to advise on securities where they have personal investments or interests without disclosing this fact to clients before providing such service.

In the course of transactions, TFNZ may receive or earn: fees and brokerage, including client money and property services and trail commission from third parties and/or margin on exchange rates in respect of transactions involving foreign exchange (as described below); and in respect of new issues of securities, client money and property services, placement and firm allocation fees from issuers of securities. Fees, client money and property services and trail commission paid to TFNZ by third parties will vary by product provider and product type. The level and/or amount of such fees, client money and property services and trail commissions will typically be set out in any associated product offer documentation.

E. Dispute Resolution Arrangements

If you would like to make a complaint, you should contact TFNZ. TFNZ will endeavour to quickly and satisfactorily resolve the complaint. In the event that you are not satisfied, you are invited to put your complaint in writing to:

The Compliance Manager

Tiger Fintech (NZ) Limited

Level 27, 151 Queen Street

Auckland Central

Auckland, New Zealand

complaint.tfnz@tigerfintech.com

If we cannot agree on how to resolve the issue, or if you decide not to use TFNZ’s internal complaints scheme, you can contact the Financial Services Complaints Limited (“FSCL”). Financial Services Complaints Limited is an independent not-for-profit dispute resolution service. FSCL resolves complaints about financial service providers. FSCL is free for consumers and resolves complaints fairly. You can contact FSCL at:

Financial Services Complaints Limited

Postal Address: PO Box 5967, Wellington 6140

Address: Financial Services Complaints Limited, Level 4, 101 Lambton Quay, Wellington 6011

Telephone: 0800 347 257, +64 4 472 3725

Email: info@fscl.org.nz, complaints@fscl.org.nz

Web: https://fscl.org.nz/

If you are not satisfied with our response to your complaint, as an alternative to FSCL, you may contact the FMA directly on the following telephone number and email address:

Financial Markets Authority

Telephone: 0800 434 566

International calls: +64 3 962 2698

Website: www.fma.govt.nz/contact/make-a-complaint/

Email: questions@fma.govt.nz

F. Criminal Convictions and Related Matters

Neither TFNZ, its directors, principal officers, nor investment advisers have been:

(a) convicted of a crime involving dishonesty (as defined in Section 2(1) of the New Zealand Crimes Act 1961);

(b) the subject of an adverse finding by a court or the FMA in any proceeding that has been taken against them in their professional capacity; or

G. Information relating to the Client Money and Property Services Provided by TFNZ

The services which TFNZ currently provides to clients include, without limitation:

(a) Wholesale and/or generic financial adviser services

(b) Client money and property services (including a custodial service) in relation to share trading and other financial products

(d) Arranging for investments into Initial Public Offerings (“IPOs”) including equity, debt and quasi- debt Securities.

H. Professional Indemnity Insurance

TFNZ maintains insurance cover at a level that it considers appropriate for the nature and risks of its business. The interests insured are Professional Indemnity Insurance, Directors and Officers Liability Insurance, and Statutory Liability Insurance. These policies are provided by 100% Munich Re Syndicate Singapore Pte Limited. The policies are applicable from 01 December 2020 to 01 December 2021 and are renewed annually. The cover extends to all business activities. As with all insurance, these covers have limitations and are subject to certain exclusions.

I. Record Keeping

TFNZ keeps a full set of accounting records showing the receipt and disbursement of all money and the movement of all securities and any other property held on your behalf. You may request details of your own transactions at any time. We hold account records for at least seven years. A fee may be charged for historical information requests.

J. Privacy

TFNZ collects personal information from you as required by the laws to which we are subject (for instance anti-money laundering laws and taxation laws) in order to provide you with financial services (including custody services) and verify your identity. Apart from the exceptional circumstances listed in the Customer Privacy Policy, TFNZ will not disclose personal information collected without your consent.

TFNZ is bound by the Privacy Act 2020 and New Zealand privacy principles when we collect personal information from you. We take your privacy seriously, please review our Privacy Policy which may be viewed at itiger.com. We have taken steps to ensure that your personal information is kept both private and secure.

TFNZ collects personal information from you including but not limited to your name, address, contact details including your email address, ID/passport/driving license number, IRD number, banking details and information on transactions carried out through TFNZ by you or any agent you appoint. TFNZ may use cookies, which also collect information from you. Clients of TFNZ may update personal details online via the Tiger Trade app.

TFNZ may be required by the law to disclose information about you to external parties including regulatory bodies. In such cases, TFNZ must fully cooperate with the relevant request.

You may choose to withhold certain information, but this may mean that TFNZ is unable to provide you with financial services.

Appendix

Fees may be subject to revision at short notice. Therefore reference should be made to the website for an up to date disclosure of fees, that are updated as required (https://www.tigerbrokers.nz/commissions)