Definitions

In these Terms & Conditions, the following definitions apply:

• "Company" / "Issuer" — Gold Tai Lee Limited, incorporated in Hong Kong (LEI: 254900PHGP23AV305261), registered at 9/F, AMTEL Building, 148 Des Voeux Road Central, Central, Hong Kong, trading as Aurbit Reserve.
• "AURB" / "Token" — the security token issued by the Company representing fractional, direct ownership of allocated physical gold held in the Reserve.
• "Reserve" — the pool of allocated, insured, audited physical gold held by the Company's custody partners that backs AURB on a 1:1 basis.
• "Offering" — the Aurbit Reserve Security Token Offering, comprising the Private Sale, Pre Sale, Soft Cap, and Hard Cap stages described in Section 4.
• "Investor" / "Holder" — any natural person or legal entity that has completed identity verification and holds, or has applied to acquire, AURB tokens.
• "Website" — the Aurbit Reserve website and associated informational infrastructure.
• "Whitepaper" — the Aurbit Reserve investment whitepaper available at whitepaper.html, as updated from time to time.
• "Offering Documents" — collectively, the Whitepaper, the Investor Agreement, the Reserve Custody Rules, the Smart Contract Audit Report, and any other formal document governing the Offering, made available to Investors upon completion of identity verification.
• "Smart Contract" — the audited, self-executing blockchain code governing AURB issuance, transfer, and redemption logic.

Eligibility

Participation in the Offering is subject to identity verification and is not open to everyone. By applying to invest, you confirm that:

• You are at least 18 years of age (or the age of majority in your jurisdiction, if higher).
• You are not a resident, national, or citizen of a jurisdiction subject to comprehensive international sanctions, and acquiring or holding AURB is not prohibited for you by law.
• You have completed the Company's identity verification (KYC) and anti-money-laundering (AML) checks described in Section 8, and have been confirmed eligible to invest.
• You have read and understood the Risk Considerations in Section 7 of these Terms.
• Any funds you use to acquire AURB are from legitimate sources.

Availability of the Offering may be restricted in certain jurisdictions depending on local securities, digital-asset, and anti-money-laundering regulation. It is your responsibility to determine whether applying to invest is lawful in your jurisdiction of residence. The Company reserves the right to decline any application, at its discretion, where eligibility cannot be confirmed.

The AURB Token — Description & Rights

AURB is a security token backed by the Reserve. Each AURB token represents:

• A proportional, direct claim on allocated, insured, physical gold held in the Reserve — not a paper claim or a derivative.
• 1:1 on-chain minting against gold added to the Reserve, verified by independent third-party audit.
• The redemption right described in Section 6, subject to the Redemption Policy set out in the Offering Documents.

Total Supply

Total AURB supply is not fixed in advance. It is determined once the Offering reaches its hard cap, so the final supply directly reflects the fully capitalized, fully verified size of the Reserve rather than an arbitrary figure set before the Reserve exists. This is intended to prevent dilution and give Investors certainty about what their proportional ownership represents.

Smart Contract

Issuance, transfer, and redemption of AURB are governed by an audited smart contract, reviewed by independent security auditors prior to deployment, with logic that is transparent and verifiable on-chain. Blockchain networks may nonetheless experience congestion, forks, or failures outside the Company's control.

The Offering

The Offering is structured in four sequential stages — Private Sale, Pre Sale, Soft Cap, and Hard Cap — with milestone-driven pricing, so the token price increases as each stage's target is reached.

• The Soft Cap is the Offering's minimum viable raise. Should the Offering close without reaching its Hard Cap target, proceeds already raised are used according to the terms set out in the Offering Documents.
• Capital raised during the Offering is held in escrow and released only against verified milestones — not at management's discretion.
• Gold acquisition for the Reserve is the clear funding priority once the Soft Cap is met.
• Stage pricing, timelines, and targets are indicative and may be adjusted by the Company in response to market conditions, subject to notice through the Website or Investor communications.

Acquiring & Holding AURB

How to Invest

AURB is acquired directly through the Company after completing identity verification. The Company does not sell AURB through third-party exchanges during the Offering, and any minimums, accepted payment methods, and application procedures are set out in the Offering Documents provided to you once verification is complete.

Wallet & Custody

AURB tokens are issued to a self-custody wallet that you control, or to a custodial arrangement you have separately agreed with a regulated custodian. You are solely responsible for the security of your wallet and private keys. On-chain transactions are irreversible, and the Company cannot freeze, reverse, or recover tokens sent in error or lost through compromised credentials, except where required to comply with a lawful order from a competent authority.

Secondary Market

Secondary market access is part of the Company's long-term roadmap and is not available as of the date of these Terms. Availability will depend on exchange partnerships and regulatory approval in each relevant jurisdiction, and is not guaranteed.

Redemption

Unlike a paper gold certificate, AURB is designed to give Holders a direct, redeemable claim on the underlying Reserve rather than a promise against it. The detailed redemption procedure — including minimum redemption amounts, notice periods, applicable fees, and settlement method (physical delivery or cash-equivalent settlement at the Company's published reference price) — is set out in the Investor Agreement and Reserve Custody Rules, made available to Investors upon completing identity verification.

• Redemption is available once the underlying Reserve tranche has been verified by independent audit as fully allocated.
• The Company may impose reasonable minimum redemption amounts and processing timelines to manage orderly withdrawal from segregated custody.
• Redemption requests are subject to the same identity-verification and sanctions checks described in Section 8.
• Fees, if any, applicable to redemption are disclosed in the Offering Documents and are not amended retroactively for pending requests.

This Section is a summary only. In the event of any conflict between this Section and the Investor Agreement, the Investor Agreement governs.

Risk Considerations

The following considerations are provided to give Investors a clear and balanced picture of AURB. They are not intended to discourage investment, but to support informed decision-making.

Market & Liquidity

Gold prices can be volatile and may fall as well as rise, and past performance is not indicative of future results. Secondary market access is not currently available (see Section 5), and AURB may be illiquid until it is. Redemption is subject to the timelines and minimums described in Section 6, and is not instantaneous.

Custody & Counterparty

While the Reserve is allocated (not pooled) and held with independently audited, institutional-grade custody partners across multiple secure jurisdictions, Investors remain exposed to the operational and counterparty risk of those custody partners, and to the risk of loss, damage, or restricted access arising from events at a custody location.

Regulatory

Securities and digital-asset regulation is evolving and differs by jurisdiction. A change in law, or in the Company's or a jurisdiction's regulatory status, could affect the Offering, the transferability of AURB, or an Investor's ability to hold or redeem it.

Technology & Smart Contracts

Token issuance, transfer, and redemption are governed by audited smart contracts, but blockchain networks may experience congestion, forks, exploits, or failures outside the Company's control.

Offering Risk

As set out in Section 4, there is no guarantee the Offering reaches its Soft Cap or Hard Cap, or proceeds on its indicative timeline.

Anti-Money Laundering & KYC

Unlike a freely tradable token, AURB is issued directly by the Company and requires full identity verification (KYC) and anti-money-laundering (AML) screening through a regulated third-party provider before an application can be accepted, and before any redemption request is processed. By applying to invest, you confirm that:

• All funds used to acquire AURB are from legitimate sources and are not the proceeds of criminal activity.
• You will not use AURB to facilitate money laundering, terrorist financing, sanctions evasion, or any other unlawful activity.
• You will provide accurate identification and, on request, any additional information reasonably required to complete or update your verification.

The Company may decline an application, delay or decline a redemption request, or report a Holder to a competent authority where required by law, including where a Holder is subject to sanctions or a lawful order.

Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, design elements, software, and documentation, is the intellectual property of the Company or its licensors and is protected by applicable intellectual property law.

Website users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for informational purposes. This licence does not permit reproduction, redistribution, modification, or commercial use of any Website content without prior written consent from the Company. The Aurbit Reserve name and branding may not be used to promote unrelated tokens, products, or offerings.

Limitation of Liability

The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of opportunity, or reputational damage, even if the Company has been advised of the possibility of such damages.

The Company is not liable for losses arising from: (i) blockchain network failures, congestion, or exploits; (ii) events of force majeure; (iii) regulatory changes; (iv) the acts, omissions, or failure of any third-party custody partner, auditor, or wallet provider; (v) your own failure to safeguard wallet credentials or to verify official Company channels; or (vi) market conditions affecting the value of the Reserve or of AURB.

No Investment Advice

Nothing on the Website, in the Whitepaper, or in these Terms constitutes investment advice, legal advice, tax advice, or any other form of regulated advice. You are strongly advised to seek independent professional advice before investing.

Privacy & Data Protection

Personal data you provide to the Company — including identification documents submitted for KYC/AML verification, correspondence, and wallet addresses associated with your holding — is processed in accordance with the Hong Kong Personal Data (Privacy) Ordinance and, where you are resident in the European Economic Area or United Kingdom, the General Data Protection Regulation (GDPR), and is used only for the purposes of assessing eligibility, administering your holding, and meeting the Company's legal and regulatory obligations.

You have the right to access, correct, or request deletion of personal data the Company holds about you, subject to legal and regulatory retention obligations (including AML record-keeping requirements). Exercise these rights using the contact details in Section 14. The Company does not sell personal data, and shares it only with the regulated third-party provider referenced in Section 8, its custody partners and auditors, and where required by law.

Amendments to These Terms

The Company reserves the right to amend these Terms & Conditions at any time. Material amendments will be published on this page, and where practical announced through the Company's official channels, before taking effect. Continued use of the Website, or continued holding of AURB, after the effective date of any amendment constitutes acceptance of the revised Terms.

The Company may make non-material amendments (such as typographical corrections or clarifications that do not affect Holder rights) without advance notice. The most current version of these Terms is always available at this URL.

Governing Law & Jurisdiction

Dispute Resolution

The parties agree to attempt to resolve any dispute arising from or in connection with these Terms through good-faith negotiation in the first instance. Where negotiation fails, disputes shall be referred to binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its rules then in force, seated in Hong Kong, with proceedings conducted in English. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Contact Information

For questions or notices relating to these Terms & Conditions, please contact the Company at:

These Terms & Conditions are provided in English. In the event of any conflict between a translated version and the English original, the English version shall prevail.