TERMS AND CONDITIONS FOR SECURITIES TRADING

Transcription

1 中信証券經紀 ( 香港 ) 有限公司 CITIC Securities Brokerage (HK) Limited Terms And Conditions For Securities Trading (Professional Investor - Institutional) Circular Relating To The Personal Data (Privacy) Ordinance Of Hong Kong

2 To : CITIC Securities Brokerage (HK) Limited 26th Floor, CITIC Tower 1 Tim Mei Avenue Central Hong Kong TERMS AND CONDITIONS FOR SECURITIES TRADING (PROFESSIONAL INVESTOR - INSTITUTIONAL) Licensed Corporation under the Securities and Futures Ordinance Cap. 571 to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. Participant of The Stock Exchange of Hong Kong Limited C. E. Number: AAE879 We (the "Customer") hereby agree that the following terms and conditions will apply to all securities trading and related services which CITIC Securities Brokerage (HK) Limited ("CSBHK") may in its absolute discretion provide to the Customer from time to time:- 1 Definitions and Interpretation 1.1 In these Terms and Conditions, the following words and expression shall have the following meanings:- "Affiliate" means, in relation to a party, an individual, corporation, partnership or any other form of entity, who is in a controlling entity relationship with that party, or any of such entities' directors, officers or employees; "Agreement" means the Customer Information Statement completed by or on behalf of the Customer and these Terms and Conditions, as amended and/or supplemented from time to time; "Authorized Persons" means those individuals who have been designated by or duly authorized by the Customer pursuant to necessary corporate or other action (which shall be evidenced by appropriate documentation delivered and acceptable to CSBHK) to act on behalf of the Customer in connection with the Agreement. Such person(s) shall continue to be an Authorized Person until such time as the Customer has delivered to CSBHK appropriate documents revoking the authority of such person(s). "Authorized Person" means any one of the Authorized Persons; "controlling entity" has the meaning given to it in Schedule 1 to the Securities and Futures Ordinance (Cap. 571); "controlling entity relationship", in relation to any person, means its relationship with a party of the Agreement by virtue of: (a) the party being a controlling entity of the person; (b) the person being a controlling entity of the party; or (c) another person, who is a controlling entity of the said person, being also a controlling entity of the party; "Custodial Agent" means such agents, correspondents, sub-custodians or nominees in Hong Kong or elsewhere employed by CSBHK as it thinks fit to hold securities or other assets, to pay for and receive, or to deliver or exchange or to make collections with respect to securities or other assets or otherwise to perform any of CSBHK's duties as custodian under the Agreement and shall include (for the avoidance of doubt) any clearing systems; "Customer Information Statement" means the Customer Information Statement in such form as may be prescribed by CSBHK which contains such information about the Customer as CSBHK may require; "Exchange" means The Stock Exchange of Hong Kong Limited; "Instruction" means a written, oral or electronic communication which CSBHK believes in good faith to have been given by any Authorized Person; "Internet Trading Services" means any facility provided by CSBHK which enables the Customer to give Instructions through Internet to purchase, sell and otherwise deal with securities and access to information services; "securities" means (1) stocks, shares, units and other equity securities, (2) bonds, notes and other debt securities, (3) spot and forward contracts, options, warrants, futures, contracts for differences, swaps, exchanges and derivatives (whether or not linked or related in any way to any of the foregoing or to any moneys, index or other asset, property or item) and (4) other investments of any kind whatsoever, in each case whether listed or unlisted, traded or not traded on any exchange or market, privately placed or publicly offered and whether or not constituted, evidenced or represented by a certificate or other document (bearer, negotiable or otherwise) or by an entry in the books of an issuer, a clearing house, a depository, a custodian or any other person, together with rights against any issuer, clearing house, depository, custody or other person in respect of any of the foregoing and other rights, benefits and proceeds in relation to any of the foregoing; "Securities Account" means any account recording the Customer's securities transactions opened by CSBHK in its books in the name of the Customer; "Settlement Account" means the bank account of the Customer designated as the Settlement Account in the Customer Information Statement or such other bank account of the Customer as the Customer may notify CSBHK in writing from time to time; "SFC" means the Securities and Futures Commission of Hong Kong; "short selling order" (a) subject to paragraph (b), means an order to sell securities in respect of which the Customer has a presently exercisable and unconditional right to vest the securities in the purchaser of them by virtue of having- (i) under a securities borrowing and lending agreement- (A) borrowed the securities; or (B) obtained a confirmation from the counterparty to the agreement that the counterparty has the securities available to lend to the Customer; (ii) a title to other securities which are convertible into or exchangeable for the securities to which the order relates; (iii) an option to acquire the securities to which the order relates; (iv) rights or warrants to subscribe to and to receive the securities to which the order relates; or (v) entered into with another person an agreement or an arrangement of a description as is prescribed by the SFC; (b) in relation to paragraph (a) (ii), (iii), (iv) or (v), does not include an order where the Customer has, at the time of placing the order, issued unconditional instructions to obtain the securities. 1.2 Words importing the singular include the plural and vice versa and importing a gender include all genders. Words denoting person include a firm, sole proprietorship, partnership and corporation and vice versa. 1.3 Titles: The title of any provision of the Agreement shall not affect the meaning of that or any other provision. 2. Securities Account 2.1 The Customer shall open and maintain the Securities Account for recording all the Customer's securities transactions made pursuant to the Agreement. 2.2 In respect of transfers of securities into the Securities Account, the Customer shall arrange for and instruct the transfer of the securities from the transferring party to CSBHK at his costs and expenses. The securities will not be credited to the Securities Account until CSBHK has actually received the securities. 2.3 CSBHK will as soon as reasonably practicable after receipt of an Instruction to such effect arrange for the transfer of the Customer's securities in the Securities Account to a third party nominated in the Instruction provided always that:- (a) the Customer is responsible for procuring the third party to receive the securities transferred from CSBHK and for all the handling and transfer fees and charges for such transfer; (b) the securities may not be transferred when they are being processed for transfer to and registration in CSBHK's name or the name of a Custodial Agent; and (c) the Customer is not indebted to CSBHK. 3. Instructions and Service 3.1 CSBHK is hereby authorized to buy and sell securities for the Customer's account and otherwise deal with securities, receivables or monies held in or for the Securities Account in accordance with and in reliance on the Instructions, but CSBHK shall be entitled, at its discretion (such discretion not to be exercised in an unreasonable manner), to refuse to accept any Instruction and shall not be obliged to give reasons for such refusal and shall not be liable to the Customer for any loss whatever arising out of or in connection with its not accepting or acting on any Instruction or omitting to notify the Customer. 3.2 Notwithstanding the terms of the mandate or other agreement between the Customer and CSBHK governing the operation of the Securities Account, CSBHK is authorized, but is not obliged, to accept and act upon Instructions given through telephone or electronic or other means in connection with any securities transaction or for transfer of funds to or from the Securities Account, for any purpose in connection with the Agreement. Any Instructions given by the Customer in connection with the Securities Account or the Agreement shall be deemed to be proper, valid and binding from the Customer if given by any ONE person quoting or inputting the account number of the Securities Account and such information as may be required by CSBHK. 3.3 The Customer hereby unconditionally and irrevocably fully indemnifies CSBHK and holds CSBHK harmless from and against all liabilities, losses, damages, proceedings and claims in connection with, directly or indirectly, CSBHK's agreeing to act and/or acting on Instructions hereunder without any inquiry as to the authority or identity of the person giving or purporting to give such Instructions or the authenticity thereof, and regardless of the circumstances prevailing at the time of and the nature of such Instructions, or any error, misunderstanding, fraud, forgery or lack of clarity or authorization in the terms of such Instructions except in cases of CSBHK's gross negligence or wilful default. 3.4 CSBHK will act as the execution agent of the Customer and does not warrant to the Customer the value, merit or suitability of any securities transactions entered into by the Customer. 3.5 CSBHK may effect the Customer's securities transactions in such manner and through any Affiliate, participants of any exchange or clearing house, or brokers in the relevant markets as CSBHK may absolutely decide. CSBHK will usually act as the Customer's execution agent, and if CSBHK acts as principal to the transactions, this will be disclosed to the Customer in the relevant contract notes. CSBHK will not be accountable to the Customer for any commissions remuneration profit or other benefit resulting therefrom. 3.6 The Customer undertakes that he will not give any Instruction which involves the sale of securities which he does not own, unless the Customer proves to the satisfaction of CSBHK that such Instruction for sale is a short selling order. 4 Rebates and Soft Commission Arrangements 4.1 CSBHK may retain from brokers and other persons through whom the sale and purchase of securities for the Customer are carried out (1) any cash or money rebates arising out of such investments and (2) such goods and services and other soft dollar benefits which are of demonstrable benefit to the Customer. These services may include, for example, research and analysis of the relative merits of individual shares of markets or the use of data and quotating services and other information facilities. 4.2 In all cases where cash or money rebates or goods and services and other soft dollar benefits are retained by CSBHK or any of its connected persons, CSBHK, as the case may be, shall ensure that (1) transaction execution is consistent with best execution standards, (2) any brokerage borne by the Customer does not exceed customary full service brokerage rates for such transactions and (3) disclosure of the rebate and their approximate value is made to the Customer. 4.3 CSBHK may also provide a portfolio manager with goods, services, or cash rebates provided that it shall comply with the requirements on retention of rebates, soft dollars and connected transactions that may be prescribed by the SFC from time to time. 5 Client Identities and Information 5.1 CSBHK is authorised to conduct or cause to be conducted credit investigations, checks and enquiries regarding the Customer and for such purpose to approach the Customer s bankers (including for the purpose of ascertaining the Customer s financial situation and investment objectives) and to pass any information about the Customer, its accounts and its transactions and the ultimate beneficiary in respect of any such transaction to any of its branches, any Affiliate and any exchange, market, clearing house or regulatory authority (including the Exchange and the SFC (together the "Regulators") in order to assist such exchange, market, clearing house or regulatory authority with any investigation or enquiry which it is undertaking. 5.2 In the Agreement, (a) the expression "ultimate beneficiary", in relation to any transaction effected or to be effected by CSBHK for the Customer pursuant to the Agreement, means each and every person who (i) is the principal for whom the Customer is acting as agent in relation to such transaction or (ii) stands to gain the commercial or economic benefit of such transaction and/or to bear its commercial or economic risk or (iii) is ultimately responsible for giving the instruction in relation to such transaction and (b) the expression "identity information", in relation to any person, means the true and full identity of such person, including such person s alias(es),address(es), occupation(s) and contact details. 5.3 The Customer agrees that, where CSBHK has received an enquiry from the Regulators in relation to a transaction, the following provisions shall apply: (a) Subject as provided below, the Customer shall, immediately upon request by CSBHK (which request shall include the relevant contact details of the Regulators), inform CSBHK or the Regulators of the identity and contact details of the clients for whose account the transaction was effected (whether on a discretionary or non-discretionary basis) and (so far as known to the Customer) of the ultimate beneficiary(ies) in the transaction, or if different from the ultimate beneficiary(ies) and (so far as known to the Customer) of the party who originated the instructions for the transaction; (b) If the Customer effected the transaction for a collective investment scheme, discretionary account or discretionary trust, the Customer shall immediately upon request by CSBHK (which request shall include the relevant contact details of the Regulators) inform the Regulators of the identity and contact details of the collective investment scheme, discretionary account or discretionary trust, and those of the person(s) who instructed the Customer to effect the transaction on behalf of the collective investment scheme, discretionary account or discretionary trust; (c) If the Customer effected the transaction for a collective investment scheme, discretionary account or discretionary trust, he shall as soon as practicable inform CSBHK when his discretion to invest on behalf of the scheme, account or trust has been overridden. He shall also immediately upon request of CSBHK (which request shall include the relevant contact details of the Regulators) inform the Regulators the identity and contact details of the person(s) who has or have the instruction in relation to the transaction; (d) If the Customer is aware that his client is acting as an intermediary for an underlying client(s), and it does not know the identity and contact details of the underlying client(s) for whom the transaction was effected, he confirms that: (i) he has arrangements in place with his client which entitles the Customer to obtain the information set out in Clauses 5.3(a), (b) and (c) from his client immediately upon request or procure that it be so obtained; and (ii) he will, upon request from CSBHK in relation to a transaction, promptly request such information from his client on whose instructions the transaction was effected, and provide the information to the Regulators as soon as received from his client or procure that it be so provided; and (e) If the Customer is based in a jurisdiction with client secrecy laws, he consents to the disclosure of information in accordance with the above paragraphs. In circumstances where he acts for the account of clients and such secrecy laws prohibit disclosure, the Customer will procure the consent of the ultimate beneficiary(ies) of the transaction to the disclosure of any information in accordance with the above paragraphs. In addition, the Customer agrees to waive, as a client, the protections afforded by any applicable client secrecy laws, or as a counterparty or intermediary, he agrees to procure the written waiver of the relevant ultimate beneficiary(ies) to such protections. The Customer's obligations under these provisions shall survive notwithstanding completion of any transaction. 5.4 Subject to Clause 5.3, the Customer undertakes to supply to CSBHK on demand at any time or times such identity information, financial and other information about the Customer (including, without limitation, the identities of the persons ultimately beneficially interested in the Securities Account and/or any trading contract executed on the Securities Account) as CSBHK may request. Each of the Customer and CSBHK undertakes to notify the other in the event of any material change to the information provided in or in connection with the Agreement. 6. Acquisition of Securities in Public Offer / Placing, New Listing and Others 6.1 The Customer authorises CSBHK, upon the Customer's Instruction, to apply for the subscription or purchase of securities in a public offer in respect of a new listing and/or placing of securities of companies listed on the Exchange as his agent and for the benefit of the Customer or for the benefit of the ultimate beneficiary, whether singly or in conjunction with applications of other customers or Affiliates of CSBHK as a bulk application. The Customer acknowledges that CSBHK shall not be responsible for the accuracy or completeness of or any misstatement in any prospectus and other offering documents relating to a public offer and/or placing, copies of which are supplied by CSBHK to the Customer. 6.2 In making such Instruction to CSBHK to apply for the subscription or purchase of securities in a public offer new listing and/or placing of securities of companies listed on the Exchange, the Customer confirms and declares that: (a) he has already read and understands the related prospectus, application forms and/or other relevant offering documents, and his application is subject to the terms and conditions of such prospectus, application forms and/or relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of the securities) or, in the absence of any written offering documents, he fully understands the terms and conditions of the relevant subscription / purchase; (b) he is eligible to subscribe for or purchase the securities and will comply with or has complied with all the terms and conditions as stated in such prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, will comply with or has complied with the terms and conditions of the relevant subscription / purchase; (c) CSBHK has the due authority to make such application on his behalf; (d) the application made by CSBHK on the Customer's behalf is the only application made, and the only application intended to be made, by the Customer or on the Customer's behalf (for the benefit of the Customer or for the benefit of the ultimate beneficiary) and the Customer authorises CSBHK to disclose and warrant to the Exchange of the same on any application form (or otherwise) or to any other person as appropriate; and

3 (e) he makes all the representations, warranties and declarations required to be made by an applicant for securities in the related prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, he makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription / purchase. 6.3 The Customer acknowledges that the confirmations and declarations made under Clause 6.2 will be relied upon by the issuer or vendor of the relevant securities (or its agent) in deciding whether or not to make any allotment or allocation of securities in response to the application made by CSBHK as agent for the Customer. 6.4 The Customer agrees and acknowledges that the issuer or vendor of the relevant securities (and its agent) have the full discretion to reject or accept the application made by CSBHK on the Customer's behalf or to accept only part of the application. In case of rejection or partial acceptance of the Customer's application, no matter whether it is caused by reasons which are related to the Customer's application or not, neither CSBHK nor CSBHK's Affiliates shall, in the absence of gross negligence or wilful default, be liable to the Customer or any other persons as a result of such rejection or partial acceptance. 6.5 In case of a bulk application made by CSBHK on behalf of customers, the Customer agrees that if such bulk application is only accepted in part, CSBHK has the sole and full discretion to allocate the securities among its customers on the basis elected by CSBHK (at CSBHK's sole and absolute discretion). 6.6 The Customer further acknowledges that an application made by an unlisted company whose principal business is securities dealing, and in respect of which the Customer exercises statutory control, shall be deemed to be an application made for the benefit of the Customer. 6.7 Upon receipt of an oral or written offer ("Offer") of the Customer, CSBHK may in its sole and absolute discretion grant to the Customer a loan ("Loan") to be used exclusively to finance the subscription or purchase by the Customer of securities of a new listing for which listing is sought in a public offer and/or placing ("New Listing Securities") by issuing an acceptance notice ("Acceptance Notice") in writing to the Customer setting out the terms and other details of the Loan. The terms and conditions of this Clause are deemed to be incorporated by reference to the Offer in the Acceptance Notice. Once CSBHK has issued the Acceptance Notice, the Customer cannot revoke the Offer. 6.8 Payment for the New Listing Securities will be made in the name of CSBHK (or in its nominee's name) but for the Customer exclusive account and risk. The Customer acknowledges that its application for the subscription or purchase of New Listing Securities (made by CSBHK or CSBHK's nominee on the Customer's behalf) may not be accepted by the issuer or vendor of the relevant securities, but the Customer is still liable for the interest on the Loan. 6.9 Each Loan together with the accrued fees and interest thereon will be repayable (i) on demand, or (ii) the scheduled date on which the New Listing Securities are listed on the Exchange, whichever is the earlier, provided however that if any application for New Listing Securities is unsuccessful, or successful in part only, payment refunded by the relevant issuer or vendor shall be applied immediately in repayment of the outstanding Loan and the fees and interest accrued thereon. The Customer agrees that the receiving bankers, custodians or nominees may pay over to CSBHK all refund payment in respect of the unsuccessful application immediately, and CSBHK is authorized to give instructions to such receiving bankers, custodians or nominees or take other appropriate actions to give effect to such payment The Customer shall pay to CSBHK interest on the Loan at the rate of interest as specified in the Acceptance Notice and such interest shall accrue on a daily basis for the period from the date of drawdown of the Loan (as specified in the Acceptance Notice) to the date of final repayment of the Loan by the Customer as determined by CSBHK on a 365 day basis (or such other basis stated in the Acceptance Notice). 7. Set-off 7.1 Without prejudice to other authorities granted to CSBHK hereunder, the Customer authorises CSBHK to set off any amount receivable from the Customer against any amount payable to the Customer where such amounts arise from the purchase and sale of securities by CSBHK for and on behalf of the Customer under the Agreement and to dispose of securities held for the Customer for the purpose of settling any of the amounts payable by the Customer to CSBHK. 8. Dealing Practices 8.1 CSBHK may determine the priority in the execution of Instructions having due regard to market practice, applicable regulations and fairness to all customers. 8.2 CSBHK may, without prior reference to the Customer, combine for execution his Instructions with the instructions of other customers in accordance with applicable laws and regulations. Where there are insufficient securities to satisfy instructions so combined, the transactions will be allocated between customers with due regard to market practice and fairness to customers provided that the instructions of customers shall have priority over instructions of CSBHK for its own account. 8.3 CSBHK will not be liable for delays or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of CSBHK. 8.4 By reason of physical restraints and rapid changes of securities prices, CSBHK may not always be able to execute Instructions in full or at the prices quoted at any specific time or "at best" or "at market" and the Customer agrees to be bound by such executions. 8.5 A request to cancel or amend an Instruction is only possible before it has been executed and is subject to acceptance (CSBHK shall not refuse to accept such a request unless on reasonable grounds) by CSBHK. In the case of full or partial execution of any Instruction before the request for cancellation has been accepted by CSBHK, the Customer agrees to accept full responsibility for the transactions. Instructions are, unless accepted by CSBHK for cancellation or amendment, good for the trading day on which it was accepted by CSBHK and shall lapse if not executed by the end of such trading day unless otherwise agreed to by CSBHK. 8.6 CSBHK will upon request provide the Customer with product specification and any prospectus or other offering documents in relation to any derivative products which the Customer instructs CSBHK to purchase or sell on the Customer s behalf pursuant to the terms of the Agreement. 8.7 CSBHK may tape record conversations with the Customer and Authorized Persons in order to permit CSBHK to verify information concerning Instructions or any other matters. The Customer hereby consents to the recording of such telephone conversations. 9. Settlement 9.1 Where CSBHK has executed a purchase or sale transaction on behalf of the Customer, the Customer will by the due settlement date as required by CSBHK or the relevant exchange or clearing house make payment of cleared funds or delivery of securities in deliverable form to CSBHK. Should the Customer fail to do so by the due settlement date, CSBHK is hereby authorized, in its absolute discretion:- (a) in the case of a purchase transaction, to transfer or sell any securities in the Securities Account (including the purchased securities) to satisfy the obligations; or (b) in the case of a sale transaction, to borrow and/or purchase such sold securities as are necessary to satisfy the settlement obligations. 9.2 Notwithstanding Clause 9.1 above but without prejudice to Clause 3.1, CSBHK is entitled not to:- (a) execute any Instruction for purchase transaction unless the Customer has made available to CSBHK cleared funds of an amount which is, in the opinion of CSBHK, sufficient to cover the relevant purchase price together with the relevant stamp duties, commissions, exchange and other levies and any other charges and expenses liable to be incurred in connection with such purchase; and (b) execute any Instruction for sale transaction unless the Customer has deposited the relevant securities with CSBHK before giving the relevant Instruction. 9.3 The Customer will reimburse any premiums which CSBHK may be required to pay and for any losses, costs, fees and expenses (including legal expenses on a full indemnity basis) in connection with any settlement failure of the Customer. 9.4 All currency exchange risks in respect of any transactions, settlement, actions or steps taken by CSBHK under the Agreement will be borne by the Customer. 9.5 The Customer hereby irrevocably authorises CSBHK's licensed representatives to execute or otherwise give effect to the Instruction for the settlement of the Securities Account or of a purchase or sale transaction executed on behalf of the Customer pursuant to the Agreement, including but not limited to, the deposit or transfer of amounts of the net proceeds to bank account(s) designated by the Customer or personal collection and delivery of, at the Customer's risk, the cheque(s) for the net proceeds drawn in favour of the Customer to the address specified by the Customer. 10. Security and Money Transfer 10.1 All securities which are now or shall at any time hereafter be held or carried by CSBHK or its nominees for or on the Customer s account (including the New Listing Securities duly allotted for or on the Customer's account) and all money and other property at any time held by CSBHK for safe-keeping on behalf of the Customer shall be charged to or held by CSBHK for the benefit of CSBHK as a first priority fixed continuing security for the payment and/or discharge to CSBHK of all and any of the Customer s liabilities to CSBHK whatsoever (whether arising from the business of dealing in securities or the financing of such dealing or otherwise and whether actual or contingent, present or future, primary or collateral, and several or joint) and with respect to such security: (a) such security shall attach to all dividends or interest paid or payable after the date hereof on such securities and all stocks, shares (and the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option or otherwise to or in respect of such securities; (b) upon default by the Customer in payment on demand or earlier when due of any of the Customer s indebtedness to CSBHK or any other default by the Customer under the Agreement, CSBHK shall have the right, acting in good faith but without notice to the Customer, to sell or otherwise realize the whole or any part (selected by CSBHK) of the subject matter of such security as when and how and at such price and on such terms as CSBHK shall think fit, in each case without any liability on CSBHK to the Customer for any such action, except in the case of gross negligence or wilful default, and to apply the net proceeds of such sale or realization and any moneys for the time being in CSBHK s hands in or towards discharge of the Customer s indebtedness to CSBHK in such order as it may select; (c) without prejudice to the provisions of the foregoing sub-paragraph (b), if the Loan and fees and interest accrued thereon have not been fully settled when due, CSBHK may without notice to the Customer sell or otherwise realize the whole or any part (at the selection of CSBHK) of the New Listing Securities duly allotted to the Customer (together with all rights, title and interest attached to such New Listing Securities) at such time or times and in such manner and for such reasonable consideration as CSBHK may think fit, in each case without any liability on CSBHK to the Customer for any such action (except in the case of gross negligence or wilful default), and to apply the proceeds of any such sale or realization in or towards the discharge of the Loan, and any fees and interest accrued thereon in such order as CSBHK may select; and (d) such security shall be a continuing security unaffected by any intermediate payment and shall be in addition to and shall not prejudice or be prejudiced by any lien, right of set-off or other security which CSBHK may hold at any time for the Customer s indebtedness to CSBHK or by any release, modification, abstention from enforcement or other dealing therewith or thereof The Customer hereby irrevocably authorises CSBHK to do and execute all acts or things and documents necessary to transfer, complete and/or vest the title to any of the securities charged as aforesaid to CSBHK, CSBHK's nominee or in any purchaser or otherwise for the purpose of obtaining the full benefit of this security, and to perfect the security given hereunder CSBHK is hereby irrevocably authorised (without prejudice to the other authorities granted to CSBHK hereunder):- (a) to instruct any Affiliate and any bank, including, without limitation, CITIC Ka Wah Bank Limited, deposit-taking company or other person, firm or company with whom or which the Customer may at any time maintain an account (a "Deposit Holder") to transfer on the Customer s behalf any funds standing from time to time in any account maintained at any time by the Customer with any Affiliate or any Deposit Holder to any of the Customer s accounts with CSBHK and/or to any account maintained at any time by the Customer with any Affiliate, and/or (b) to transfer any funds standing from time to time in any account maintained by the Customer with CSBHK to any account maintained at any time by the Customer with any Affiliate, and/or (c) to give any Affiliate and any Deposit Holder notice of such authority, and/or (d) to provide to and request and receive from any Affiliate such information concerning the Customer, the Securities Account as CSBHK shall think fit The authorities given under Clause 10.3 shall be for a period of not more than twelve months from the date of the Agreement and may be renewed by the Customer s written consent, or deemed to be renewed, at or before the end of (1) the calendar year in which the Agreement is entered into and (2) each subsequent calendar year for, in each instance, a further twelve months in accordance with applicable law and rules The Customer agrees not to, and not purport to, create or allow to subsist, a charge, pledge or other encumbrance over the Customer's account or securities held or carried by CSBHK for or on the Customer's account Any interest earned or received on any credit cash balance held by CSBHK on behalf of the Customer shall belong to CSBHK absolutely; however, CSBHK may at its full discretion pay part or all of such interest to the Customer. 11. Charges and Expenses 11.1 CSBHK will charge the Customer fees and commissions calculated at such rate and on such basis as CSBHK may from time to time determine and notify to the Customer. The Customer shall be liable for payment upon demand of any debts whatsoever and howsoever arising on the Securities Account including but not limited to commission, charges, fees, statutory fees, taxes, levies, delivery charges. CSBHK may withdraw cash from or liquidate securities in the Securities Account to discharge the amounts due All amounts due by the Customer to CSBHK will be charged with interest at such rate(s) to be notified by CSBHK from time to time. In the absence of such notification interest will be charged at an annual rate of 6% above the higher of the annual prime lending rate on Hong Kong dollars quoted by (i) CITIC Ka Wah Bank Limited or (ii) The Hong Kong and Shanghai Banking Corporation from time to time. 12. Indemnity 12.1 The Customer CSBHK agrees to fully indemnify and hold harmless each of CSBHK, its Affiliates and the Custodial Agents against all claims, actions, liabilities, proceedings against any of CSBHK, its Affiliates or the Custodial Agents and bear any losses, costs, charges or expenses (including legal fees) which they may suffer in connection with their carrying out of obligations or services, or exercise of rights, powers or discretion under or in connection with the Agreement, including any action taken by CSBHK to protect or enforce its rights, or its security interest hereunder whether or not as a result of any default or breach by the Customer CSBHK shall in no event be liable for any loss of profit, or any direct or indirect, special or consequential loss or damages of the Customer or anything whatsoever which may be suffered as a result of any default, insolvency, act or omission of the Custodial Agent or any person, firm or company through or with whom transactions are effected for the Securities Account. 13. Combination of Accounts 13.1 The Customer agrees that in addition to any general lien or similar right to which CSBHK may be entitled at law, contract or otherwise, CSBHK may, at any time and without prior notice, combine, consolidate, set off or transfer any securities or monies standing to the credit of the Customer's account with CSBHK (or any Affiliates of CSBHK), and to set off or apply any obligation or liability of CSBHK (or any Affiliates of CSBHK) owed to the Customer, of whatever description and in whatever currency and whether held singly or jointly with others towards discharge of all the obligations or liabilities of the Customer to CSBHK (or any Affiliates of CSBHK) whether such obligations or liabilities be primary, collateral, several, joint or in other currencies, whether or not matured or contingent or not arising from the Agreement. CSBHK shall not be concerned whether or not such obligations or liabilities owed to the Affiliates of CSBHK exist, provided that demand has been made on CSBHK by such Affiliates. CSBHK (itself or through its Affiliates) may use any credit balance to purchase the currency of any indebtedness for this purpose and any such purchase may be effected by CSBHK (or, as the case may be, its Affiliates) at the spot rate of exchange (as conclusively determined by CSBHK) prevailing in such foreign exchange market as CSBHK shall determine to be relevant on the date of such purchase. Insofar as any liabilities to CSBHK (or its Affiliates) are contingent or future, the liability of CSBHK (or its Affiliates) to the Customer to make payment of any sums standing to the credit of any such accounts after the application of set-off hereunder will to the extent necessary to cover such sums be suspended until the happening of the contingency or future event. 14. Representations, Warranties and Undertaking 14.1 The Customer hereby warrants and represents and undertakes to CSBHK in the following terms: (a) the Customer is entering into the Agreement with CSBHK as principal and is not trading on behalf of any other person unless CSBHK is notified otherwise in writing; (b) the Customer has obtained and will maintain in full force and effect any necessary consents, licensees and authorities; (c) the Customer will enter into securities transactions solely in reliance upon his own judgment and investigations, and not upon advice or recommendations by any director, employee or agent of CSBHK; (d) the Customer Information Statement is true and complete at the date hereof and the Customer will notify CSBHK forthwith upon any material changes in the information provided in the Customer Information Statement or any other information relating to the Customer. Until the Customer gives such notification to CSBHK, CSBHK shall be entitled to rely on the information contained in the Customer Information Statement. CSBHK is hereby authorized to conduct a credit enquiry or check on the Customer for the purpose of ascertaining the financial situation and investment objectives of the Customer as set out in the Customer Information Statement or otherwise; (e) the Agreement constitutes a valid and legally binding agreement on the Customer enforceable in accordance with their terms; (f) the Agreement and its performance and the obligations contained herein do not and will not: (i) contravene any existing applicable law, statute, ordinance, rule or regulation or any judgement, decree or permit to which the Customer is subject or any provisions of the memorandum and articles of association or bye-laws of the Customer (if applicable);or (ii) conflict with or result in any breach of the terms of or constitute any default under any agreement or other instrument to which the Customer is a party or is subject or by which any of the Customer's property is bound; (g) the Customer, except as previously disclosed in writing to CSBHK, is not an officer or employee of any exchange, board of trade, clearing house, bank or trust company, or an affiliate of any introducing broker, or an officer, partner, director or employee of any securities broker or licensed corporation; (h) the Customer is and will remain to be the beneficial owner of the securities in the Securities Account free from any lien, charge, equity or encumbrance save as created by the Agreement and will not charge, pledge or allow to subsist any charge or pledge over the securities or monies in the Securities Account or grant or purport to grant an option over any securities or monies in the Securities Account without the prior written consent of CSBHK; and (i) the Customer is the person ultimately responsible for originating the Instructions in relation to each transaction in the

4 Securities Account and shall stand to gain the commercial or economic benefit of such transactions and/or bear their commercial or economic risk (except where such other persons or entity has been disclosed to CSBHK in the Customer Information Statement or other written notice to CSBHK) The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed. 15. Internet Trading Services 15.1 CSBHK may provide the Customer with Internet Trading Services upon the Customer's written request, and the Customer agrees to use the same subject to and upon the terms and conditions of the Agreement, as amended or supplemented by any notice, letter, publication or such other documents as may be issued from time to time by CSBHK The Customer agrees that the Authorized Person(s) shall be the only authorised user(s) of the Internet Trading Services, and shall be solely and wholly responsible for the confidentiality, security and use of the password and/or log-in name issued to the Customer by CSBHK Unless otherwise agreed, CSBHK will not execute any Instructions of the Customer through the Internet Trading Services until it is satisfied that the Customer has sufficient cleared funds or securities in the Securities Account to settle the related transactions as set out in Clause CSBHK shall not be deemed to have received and/or executed the Instructions made through the Internet Trading Services unless and until the Customer is in receipt of an order acknowledgement confirming receipt and/or execution of the Instructions (subject to details set out in the confirmation and periodic statements if any) The Customer acknowledges and agrees that, as a condition of CSBHK's provision of the Internet Trading Services, the Customer shall immediately notify CSBHK if: (a) after giving an Instruction, the Customer has not received any order acknowledgement or the acknowledgement contains incorrect details; and (b) the Customer becomes aware of any unauthorised use of the Customer's log-in name or password The Customer acknowledges that he has no proprietary interests in any of the market data, and the intellectual property rights subsist in the computer software comprised in the component parts of the Internet Trading Services. The Customer also warrants that it shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer, damage, destroy or otherwise alter in any way of any such component parts The Customer further acknowledges that CSBHK makes no representation and warranties on the timeliness, accuracy or completeness of market data or other information services, nor does CSBHK warrant the availability of Internet Trading Services. The Customer agrees that CSBHK shall not be liable in any inaccuracy, error, or omission in the data and other information, or from any interruption or delay in the transmission, or suspension or breakdown of the Internet Trading Services, or other losses arising from or caused by forces beyond the control of CSBHK. 16. Default 16.1 Despite any of the other terms and conditions herein or in any other agreement between the Customer and CSBHK, the Customer will pay all its indebtedness to CSBHK (whether actual or contingent, present or future) on demand or earlier when due and at the request of CSBHK will deposit such amounts in good funds, securities or otherwise and maintain such security with CSBHK as CSBHK deems satisfactory or which may be required by the rules of any exchange, market or authority of which CSBHK is a member or to which CSBHK may have any obligation. Each such security call shall be met immediately (1) In the event of any proceedings in or analogous to the bankruptcy, insolvency of the Customer being started or any legal process being levied or enforced against any of the Customer s assets or (2) whenever and so often as CSBHK deems it advisable for its protection, by reason of insufficiency of margin, security or otherwise or for compliance with any rules of any relevant exchange, clearing house or broker, and upon any closure of the Securities Account or termination of CSBHK s relationship with the Customer, all amounts owing by the Customer to CSBHK will (to the extent, if any, not already due and payable on demand ) immediately become due and payable to CSBHK on demand and CSBHK is irrevocably authorised at its discretion (as to timing, terms and otherwise), without demand of any kind upon or notice to the Customer, and on the stock exchanges or commodity exchanges where such business is usually transacted or by private sale, or purchase as the case may be, to buy in any or all securities of which the Customer s account is short and/or sell any or all securities which CSBHK is holding or carrying for or on the Customer s account and/or close out any open contract or position and/or cancel any outstanding orders, in each case without any liability on CSBHK s part to the Customer for any such action taken, except in the case of gross negligence or wilful default. The net proceeds of any such sale, or the securities received on any such purchase, shall be applied in such order as CSBHK may select against the Customer s indebtedness to CSBHK, or to the Customer s short position with CSBHK, without prejudice to the Customer s liability for any deficiency After CSBHK has taken any action referred to in Clause 16.2, CSBHK will give notice to the Customer as soon as practicable No purchaser or other person dealing with CSBHK or with its attorney or agent shall be concerned to enquire: (a) whether any power exercised or purported to be exercised by it to him has become exercisable; (b) whether any money remains due on this security; (c) as to the propriety or regularity of any of its or his actions; or (d) as to the application of any money paid to it or him CSBHK may place the proceeds of sale or realisation of any securities pursuant to the Agreement to the credit of a suspense account with a view to preserve CSBHK's rights to prove for the whole of CSBHK's claim against the Customer in the event of any proceedings in or analogous to bankruptcy, liquidation, winding up, composition or arrangement. 17. Investment Information 17.1 The Customer fully understands that any transaction effected by the Customer shall be made solely upon exercise of his own judgment and at his own discretion notwithstanding any information, suggestion or documents CSBHK may have provided to the Customer The Customer agrees that CSBHK will not be liable for any inaccuracy or incompleteness of any information provided by CSBHK or the performance or outcome of any transactions effected by the Customer after receipt of such information. 18. Termination 18.1 The Agreement may be terminated by either party by giving not less than two banking days' (other than a Saturday, Sunday or public holidays in Hong Kong) prior written notice to the other party. Notwithstanding the aforesaid, CSBHK may terminate the Agreement immediately upon the happening of any of the events referred to in Clause Termination of the Agreement shall not affect any Instruction executed by CSBHK or prejudice or affect any rights, powers, duties and obligations of either party accrued prior to the termination Upon termination of the Agreement, the Customer will immediately repay to CSBHK any amounts due or owing to it The Customer shall withdraw any cash or securities balances in the Securities Account upon termination of the Agreement within 7 days from the date of termination. Failing which, CSBHK may on behalf of the Customer realise any of such securities at such prices and on such terms as it deems fit (including but not limited to the purchase by CSBHK or its Affiliates of securities which are held in odd lots at a fair price) and return to the Customer its cheque representing the net sale proceeds and the credit balances in the Securities Account. 19. Notice 19.1 Any notice or other communication to be given or made pursuant to the Agreement by CSBHK to the Customer may be made by personal delivery, prepaid post (airmail if overseas), electronic means or facsimile and shall be deemed to have been duly served:- (a) if delivered personally or by electronic means, at the time of delivery; (b) if sent by prepaid post, 48 hours or (if by airmail) 96 hours after posting; and (c) if sent by facsimile, at the time of sending. Any such notice or communication shall be sent to the Customer at the address, facsimile number or address set out in the Customer Information Statement or such other address, facsimile number or address as the Customer may notify CSBHK in writing from time to time for the purpose of this clause Any notice or communication made or given by the Customer will be sent at his own risk and will be effective only upon actual receipt by CSBHK The Customer agrees that CSBHK may send any notice, contract notes, confirmations, periodic statements and communication to the Customer in electronic form If the Customer has applied for the Hold-Mail Service of CSBHK, the Customer authorizes and agrees CSBHK and its designated person to receive and hold on behalf of the Customer all notices, communications, confirmations and statements to be sent to the Customer hereunder until they are collected by the Customer or the authorized representative of the Customer. Any notices, communications, confirmations and statements which are not collected by the Customer or his authorized representative may be disposed of by CSBHK and its designated person as it deems fit. The Customer accepts all consequences of and risks associated with the Hold Mail Service, including, without limitation, risks of delay, error, fraud or forgery. The Customer hereby fully indemnifies CSBHK and and its designated person against all claims, damages, demands, actions, costs, and losses in connection with the same. 20. General Provisions 20.1 Time shall in every respect be of the essence under the Agreement If any one or more of the provisions contained in the Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired (a) The Agreement shall benefit and be binding on CSBHK and the Customer, their respective successors and subject to this Clause 20.3, any permitted assignee or transferee of some or all of CSBHK's rights or obligations under the Agreement. (b) The Customer may not assign or transfer all or any of his rights or obligations under the Agreement. (c) CSBHK may assign or transfer all or part of its rights, benefits and obligations under the Agreement and disclose to a potential assignee or transferee or any other person proposing to enter into contractual arrangements with CSBHK in relation to the Agreement such information about it as CSBHK may think fit for the purposes of such contractual arrangements Failure or delay in exercising any rights, power or privilege by CSBHK in respect of the Agreement shall not operate as a waiver, nor shall a single or partial exercise, enforcement or waiver of any such rights, power or privilege preclude CSBHK from further exercise, enforcement, or the exercise or enforcement of any other right, power of privilege hereunder The Customer agrees that the data requested by CSBHK in the Customer Information Statement or otherwise from time to time is necessary for CSBHK to provide the services in connection herewith. If the Customer fails to provide the same to CSBHK, CSBHK may not be able to provide or continue to provide such services to the Customer. The Customer may always contact the head of brokerage operations of CSBHK to gain access to and request correction or amendment to such data. Such data together with any other data of the Customer obtained by CSBHK from time to time may be disclosed to such persons and may be used for such purposes as are respectively set out in the Circular relating to the Personal Data (Privacy) Ordinance of Hong Kong issued by CSBHK as amended or supplemented from time to time. Without prejudice to the foregoing, CSBHK may, if requested by the Exchange or the SFC, provide to the Exchange or the SFC details of the Securities Account in order to assist the Exchange or the SFC with any investigation or enquiry it is undertaking The Customer acknowledges and agrees that CSBHK may appoint any person as its agent ("debt collection agent") to collect any amount due by the Customer to CSBHK under the Agreement and the Customer shall be responsible for all costs and expenses which may be incurred by CSBHK for that purpose on each occasion. Further, CSBHK shall have, and the Customer admits and agrees that CSBHK does have, the right to disclose to debt collection agency any of the Customer's personal data for that purpose on any occasion Either party will notify the other in the event of any material change to the information in the Agreement Neither CSBHK nor its Affiliates shall be liable for any delay or failure to perform obligations and any losses, damages or costs resulting therefrom so long as they have acted in good faith. Moreover, CSBHK and its Affiliates shall not be held responsible for any consequences resulting whether directly or indirectly from any events not within their control including, without limitation, government restrictions, imposition of emergency procedures, exchange ruling, third party's conduct, suspension of trading, war, strike, market conditions, civil disorder, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond CSBHK's control whatsoever All sums to be payable by the Customer hereunder shall be paid on the relevant due dates or on demand by CSBHK in immediately available and freely transferable funds in the relevant currency on the relevant due dates for payment. All such payments shall be made in full without set off or counter claim and free and clear of and without any deductions or withholdings for or on account of any present or future taxes, imposts, duties or other withholdings or deductions of any nature whatsoever. If any payment to be made to CSBHK is subject to any deduction, tax or other withholdings (other than tax on CSBHK's income), then the Customer will forthwith pay to CSBHK such additional amount(s) as may be necessary to ensure that CSBHK's receipt is equivalent to the amount which CSBHK would otherwise have received had there been no such deduction, tax or withholding The Customer hereby confirms that he has received and read the English/Chinese version of the Agreement and that the Customer understands and accepts the terms of the Agreement. In the event of discrepancy between the Chinese version and the English version, the version elected by the Customer in the Customer Information Statement as the governing version shall prevail. In case the Customer has not made any election in the Customer Information Statement, the English version shall prevail These Terms and Conditions revoke and supersede all previous mandates and agreements and, where inconsistent, the terms of any agreement relating to the Securities Account (but will not affect any instructions given or dated before such revocation) and, subject to contrary arrangements in writing between the Customer and CSBHK, any account subsequently opened will be operated on these Terms and Conditions. 21. Amendment 21.1 CSBHK shall be entitled to add, amend or delete any of these Terms and Conditions at any time by giving prior notice to the Customer. 22. Governing Law and Applicable Regulations 22.1 The Agreement and all rights, obligations and liabilities under it shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the PRC The Customer hereby submits to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region in the event of any dispute arising out of the Agreement. Such submission shall not prejudice CSBHK's right to commence action against the Customer in any other court of competent jurisdiction If the Customer is a company incorporated outside Hong Kong, the Customer hereby appoints the process agent as set out in the Customer Information Statement or such other process agent appointed thereafter by the Customer to be its process agent to receive all notices and communications relating to any legal proceedings involving the Customer and the Customer agrees that any service of the legal process on such process agent shall constitute sufficient service on the Customer for the purpose of legal proceedings in the Hong Kong courts. Without prejudice to the validity of the appointment of the process agent pursuant to the foregoing sentence or the validity of the service of legal process on such process agent, to the extent that the Customer has provided to CSBHK an address in Hong Kong in the Customer Information Statement or pursuant to Clause 19.1 of the Agreement (the "Hong Kong Address"), the Customer agrees that service by way of post or deliver to such Hong Kong address shall constitute sufficient service on the Customer for the purpose of legal proceedings in the Hong Kong courts The Customer, CSBHK and all transactions with respect to securities made for or on the Customer s behalf shall be subject to the constitution, by-laws, rules, rulings, regulations, transaction levies and other levies, customs and usages (including, without limitation, with respect to trading and settlement) prevailing from time to time of the exchange or market and its clearing house, if any, where made (including, without limitation, the Exchange, the Hong Kong Securities Clearing Company Limited and the SEHK Options Clearing House Limited) and to all laws, regulations and orders of any governmental or regulatory authorities that may be applicable as amended from time to time. CSBHK is authorised to collect any such transaction or other levies in accordance with the rules prescribed by the relevant exchange, market or clearing house. The Customer shall be bound by all CSBHK s rules and regulations applicable from time to time to the Securities Account or the Customer s securities trading or the financing of such trading. CSBHK or any Affiliate may be the counterparty to any transaction effected by CSBHK on the Customer s behalf. 23. Arbitration 23.1 At the sole option of CSBHK and at its absolute discretion, any dispute, controversy or claim arising out of or relating to the Agreement, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Clause. The appointing authority shall be Hong Kong International Arbitration Centre ("HKIAC"). The place of arbitration shall be in Hong Kong at HKIAC. There shall be only one arbitrator. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of the Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained. The language to be used in the arbitral proceedings shall be English.