Microsoft Word - TnC106-m I (Eng)

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1 The Hongkong and Shanghai Banking Corporation Limited *GENERAL TERMS AND CONDITIONS You agree to be bound by the terms and conditions in this document. Part A (Applicable to both personal accounts and business accounts) Section 1: General Conditions 1.1 Definitions and interpretation Terms used in this document are defined in Appendix 1. The rules for interpreting the provisions of this document are also set out in Appendix Available Accounts and Services We may offer Accounts and Services on such terms and conditions as we may specify. We have the right to do the following (or any of them) from time to time without prior notice: (a) introduce new (or new types of) Accounts or Services; (b) vary, suspend or withdraw any existing (or existing type of) Accounts or Services (including not accepting a deposit); and (c) specify or vary the scope and extent of the Accounts or Services. 1.3 Your use of Accounts and Services; your Instructions You are required to comply with all Applicable Regulations in using the Services and an Account or conducting transactions or activities under these Terms and Conditions We may act on an Instruction if we reasonably believe that it is given or authorised by you without being liable in any circumstance. You will be bound by that Instruction as understood and executed by us in good faith even if (i) it is incorrect, false or unclear, or (ii) it was not given or authorised by you We will act on an Instruction as soon as reasonably practicable after we receive it If you are an individual, in addition to any other rights conferred on us under these Terms and Conditions, we have the right to delay acting or not to act on an Instruction if the Instruction is not submitted by you in person We have the right to do the following (or any of them) and we are not liable for any loss, cost or damage of any kind incurred or suffered by you as a result: (a) not to act on any instruction if such instruction is not given to us in such form or means accepted by us from time to time; and (b) accept or refuse any Instruction or to prescribe any condition for accepting an Instruction without giving any reason. 1.4 Bank-customer relationship (a) We are the debtor and you are the creditor of a deposit placed by you with us. (b) We are the bailee and you are the bailor of an item held by us for you in safe custody such as in a safety deposit box. (c) Other types of relationship may arise between us depending on the Services provided. 1.5 Account Statements Where the applicable regulatory requirements do not require us to provide statements for your Account, we may provide Account Statement at our discretion if we consider appropriate whether or not you have opted not to receive Account Statement. Subject to the above, if your Account comes with Account Statements, we will provide you with Account Statements monthly, unless you request otherwise You will be considered as having received an Account Statement: (a) on the day of personal delivery to you; (b) on the day we post it to you; (c) on the day we it to you; or (d) on the day we place it in your online internet banking profile if it is made available there Review of Account Statements (a) You should examine and check the accuracy of each Account Statement provided by us. You should see if there is any error, omission, discrepancy, unauthorised debit or irregularity in the entries or transactions shown in each Account Statement, whether caused by forged signature or other forgery, fraud, lack of authority or negligence of any person. (b) You should notify us of any alleged error, omission, discrepancy, unauthorised debit or irregularity shown in an Account Statement within ninety (90) days after we deliver it by the means set out in Clause of Part A. If we do not receive any such notice from you within the specified period, (i) the Account Statement will be considered as correct, conclusive and binding on you, and (ii) you will be considered to have waived any right to raise any objection or pursue any remedies against us in relation to that Account Statement Copies of Account Statements and documents evidencing transactions performed on the Account may be provided to you upon request in writing by you subject to a handling charge. * This "General Terms and Conditions" was formerly known as the "General Terms and Conditions (For Personal Sole Account, Joint Account and Business Account Holders)". Any reference to the "General Terms and Conditions (For Personal Sole Account, Joint Account and Business Account Holders)" in any materials or information (including information contained in forms, factsheets, product information, customer communications, marketing and promotional materials) made available to you or published by us in any manner should be regarded as a reference to this "General Terms and Conditions" as amended from time to time. This "General Terms and Conditions" prevails, in case of any inconsistency, over the provisions in the materials or information (including information contained in forms, factsheets, product information, customer communications, marketing and promotional materials) made available to you or published by us in any manner which relate to the relevant accounts, products or services. Page 1/15 Member HSBC Group

2 1.6 Joint Accounts If an Account is maintained in the joint names of two or more persons, or if a Service is provided to two or more persons: (a) (b) (c) (d) (e) (f) (g) You are jointly and severally liable with each other for the obligations and liabilities in connection with the Account, the Service or under these Terms and Conditions. Where any of you are authorised to operate the Account singly, we are authorised to: (i) (ii) comply with any Instruction or other directions given by any of you for or in connection with the Account (unless we agree or decide otherwise). This includes an Instruction to close the Account; and take the Instruction for a forward date transaction last received by us before we effect that transaction in our normal course of business as the final Instruction for that transaction. Upon any of you accepting the terms and conditions governing the Account or Service, each of you will be bound by such terms and conditions. Each of you are bound by these Terms and Conditions and such other terms and conditions governing the Account or Service even if the following deficiencies (or any of them) exist, whether or not we know or ought reasonably to have known about them: (i) (ii) any of you or any other person intended to be bound by these Terms and Conditions and such other terms and conditions is not bound; and any of these Terms and Conditions and such other terms and conditions may be invalid or unenforceable against any one or more of you or any other person due to fraud, forgery or any other reason. We have the right to deal separately with any of you on any matter without limiting or reducing our rights, powers and remedies against the others. This may include (i) varying or discharging any liability to any extent; or (ii) granting time or other indulgence or making other arrangements. Any notice under these Terms and Conditions to any of you will be considered as effective notification to all of you. Without limiting or reducing the effect of Clause 1.10 of Part A, we are authorised, without further consent from any of you, to disclose amongst all of you: (i) any information about the Account which may relate to any period before or after the Account is maintained in your joint names; and (ii) any personal data and other information relating to or provided by any of you. 1.7 Provision by us of information on or relating to Accounts or Services If an Account is maintained in the joint names of two or more persons, or if a Service is provided to two or more persons, we are authorised to provide information on or relating to the Account or any Service to any of you in such form and manner and to such extent as we may determine at any time and from time to time (Applicable if you are not an individual) We are authorised to provide information on or relating to the Account or Service to any one or more of the directors, partners or such other persons whom we are satisfied as being members of your governing body (irrespective of whether they are authorised signatories of the Account or Service and, if they are, irrespective of their signing authority with respect to the Account or Service) We have the right to charge an administrative fee for the provision of any information on or relating to an Account or Service. 1.8 Termination or suspension of Services or Accounts (a) You may terminate the Services or an Account by giving us prior written notice of such period as we may accept. (b) We may terminate with or without giving you notice or reason (i) all or any part of the Services, or (ii) an Account (a) This Clause of Part A does not limit or reduce our termination right under Clause of Part A. (b) If we are of the opinion that the events set out in paragraph (c) below or any of them (each an "Event of Default") occur, we have the right to suspend or terminate all or any part of the Services or an Account with immediate effect. (c) The Events of Default are as follows: (i) You breach or fail to perform or observe these Terms and Conditions. This may include your failure to settle any Transaction, pay any amount due or perform any other obligations in relation to the Services or Account. (ii) We are of the opinion or have reason to suspect that (1) we have not been given a valid mandate or (2) you are not the true owner of the Account or otherwise do not have the authority to operate the Account. 1.9 Our right to debit your Accounts; set-off You agree that the amount we owe you does not exceed the net amount of any credit balance held by us on the Accounts after deducting or providing for the total of all liabilities that you owe us on the Accounts or in any respect. The liabilities that you owe us (i) may be actual or contingent, present, future or deferred, primary or collateral and (ii) may be owing by you solely or jointly with any other person Without limiting or reducing the effect of Clause of Part A and in addition to and without limiting or reducing any of our rights in law or under any agreement, we are entitled without prior notice to you to do the following (or any of them): (a) debit any amount payable by you to us (including any fees, expenses or interest) from any Account irrespective of whether there are sufficient available funds, overdraft or other facilities in the relevant Account. If any debit causes the relevant Account to be overdrawn, you are liable to repay the outstanding amount to us on demand together with fees, expenses and interest accruing on the outstanding amount at such rate as we may set; (b) withhold, combine or consolidate the balance on your Accounts and set off or transfer any moneys (in the form of credit balance or credit facility) standing to the credit of any Account in or towards settlement of any amount owing by you to us in connection with the Services or under these Terms and Conditions. The amounts owing by you (i) may be actual or contingent, present, future or deferred, primary or collateral, (ii) may be owing by you solely or jointly with any other person, and (iii) may include fees, expenses or interest; and (c) refuse to repay you any moneys in any currency standing to the credit of your accounts maintained with us when due or on demand by you if and to the extent that such moneys are equal to or less than the amount owing by you to us. If we exercise this right with respect to any moneys, such moneys will remain outstanding from us on substantially the terms and conditions in force immediately before we exercise this right or on such other terms as we may consider appropriate Where you are an individual, our rights under this Clause 1.9 of Part A will not be limited or reduced by your death or legal incapacity Collection and disclosure of your information Definitions Terms used in this Clause 1.10 of Part A shall have the meanings set out below. If any term used in this Clause 1.10 of Part A is not defined below, that term shall have the meaning set out in Appendix 1. GENERAL TERMS AND CONDITIONS Page 2/15

3 Authorities includes any local or foreign judicial, administrative, public or regulatory body, any government, any Tax Authority, securities or futures exchange, court, central bank or law enforcement body, self-regulatory or industry bodies or associations of financial service providers or any of their agents with jurisdiction over any part of the HSBC Group. Compliance Obligations means obligations of the HSBC Group to comply with (a) any Laws or international guidance and internal policies or procedures, (b) any demand from Authorities or reporting, disclosure or other obligations under Laws, and (c) Laws requiring the HSBC Group to verify the identity of its customers. Connected Person means a person or entity (other than you) whose information (including Personal Data or Tax Information) is provided by you, or on your behalf, to any member of the HSBC Group or which is otherwise received by any member of the HSBC Group in connection with the provision of the Services. A Connected Person may include any guarantor, a director or officer of a company, partners or members of a partnership, any "substantial owner", "controlling person", or beneficial owner, trustee, settlor or protector of a trust, account holder of a designated account, payee of a designated payment, your representative, agent or nominee, or any other persons or entities with whom you have a relationship that is relevant to your relationship with the HSBC Group. controlling persons means individuals who exercise control over an entity. For a trust, these are the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries, and anybody else who exercises ultimate effective control over the trust, and for entities other than a trust, these are persons in equivalent or similar positions of control. Financial Crime means money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions, or any acts or attempts to circumvent or violate any Laws relating to these matters. Financial Crime Risk Management Activity means any action to meet Compliance Obligations relating to or in connection with the detection, investigation and prevention of Financial Crime that we or members of the HSBC Group may take. Laws include any local or foreign law, regulation, judgment or court order, voluntary code, sanctions regime, agreement between any member of the HSBC Group and an Authority, or agreement or treaty between Authorities and applicable to us or a member of the HSBC Group. Personal Data means any information relating to an individual from which such individual can be identified. Services includes (a) the opening, maintaining and closing of your accounts, (b) the provision of credit facilities and other banking products and services, processing applications, credit and eligibility assessment, and (c) maintaining our overall relationship with you, including marketing services or products to you, market research, insurance, audit and administrative purposes. substantial owners means any individuals entitled to more than 10% of the profits of or with an interest of more than 10% in an entity, directly or indirectly. Tax Authorities means Hong Kong or foreign tax, revenue or monetary authorities. Tax Information means documentation or information about your tax status or the tax status of a Connected Person. Your Information means all or any of the following items relating to you or that of a Connected Person, where applicable: (a) Personal Data, (b) information about you, your accounts, transactions, use of our products and services and your relationship with the HSBC Group and (c) Tax Information. Reference to the singular includes the plural (and vice versa) Collection, use and sharing of Your Information This Clause of Part A explains how we will use information about you and Connected Persons. The Notice relating to the Personal Data (Privacy) Ordinance (formerly known as Notice to Customers relating to the Personal Data (Privacy) Ordinance) that applies to you and other individuals (the "Notice") also contains important information about how we and the HSBC Group will use such information and you should read this Clause in conjunction with the Notice. We and members of the HSBC Group may use Your Information in accordance with this Clause 1.10 of Part A and the Notice. Your Information will not be disclosed to anyone (including other members of the HSBC Group), other than where: we are legally required to disclose; we have a public duty to disclose; our legitimate business purposes require disclosure; the disclosure is made with the data subject's consent; it is disclosed as set out in this Clause 1.10 of Part A or the Notice. Collection (a) We and other members of the HSBC Group may collect, use and share Your Information. Your Information may be requested by us or on behalf of us or the HSBC Group, and may be collected from you directly, from a person acting on your behalf, from other sources (including from publicly available information), and it may be generated or combined with other information available to us or any member of the HSBC Group. Use (b) We and members of the HSBC Group may use, transfer and disclose Your Information (i) in connection with the purposes set out in this Clause 1.10 of Part A or Appendix 2 (applicable to Your Information other than Personal Data), (ii) as set out in the Notice (applicable to Personal Data) and (iii) in connection with matching against any data held by us or the HSBC Group for whatever purpose (whether or not with a view to taking any adverse action against you) ((i) to (iii) are collectively referred to as the "Purposes"). Sharing (c) We may (as necessary and appropriate for the Purposes) transfer and disclose any of Your Information to the recipients set out in the Notice (who may also use, transfer and disclose such information for the Purposes) and Appendix 2 (applicable to Your Information other than Personal Data). Your obligations (d) (e) (f) (g) You agree to inform us promptly and in any event, within thirty (30) days in writing if there are any changes to Your Information supplied to us or a member of the HSBC Group from time to time, and to respond promptly to any request for Your Information from us or a member of the HSBC Group. You confirm that every Connected Person whose information (including Personal Data or Tax Information) has been (or will be) provided to us or a member of the HSBC Group has (or will at the relevant time have) been notified of and agreed to the processing, disclosure and transfer of their information as set out in this Clause 1.10 of Part A, Appendix 2 and the Notice (as may be amended or supplemented by us from time to time). You shall advise any such Connected Persons that they have rights of access to, and correction of, their Personal Data. You consent and shall take such steps as are required from time to time for the purposes of any applicable data protection law or secrecy law to permit us to use, store, disclose, process and transfer all of Your Information in the manner described in these Terms and Conditions. You agree to inform us promptly in writing if you are not able or have failed to comply with the obligations set out in (e) and (f) in any respect. Where you or any Connected Person fail(s) to provide promptly Your Information reasonably requested by us, or you or any Connected Person withhold(s) or withdraw(s) any consents that we may need to process, transfer or disclose Your Information for the Purposes (except for purposes connected with marketing or promoting products and services to you), or we have, or a member of the HSBC Group has, suspicions regarding Financial Crime or an associated risk, GENERAL TERMS AND CONDITIONS Page 3/15

4 we may: (i) be unable to provide new, or continue to provide all or part of the Services to you and reserve the right to terminate our relationship with you; (ii) take actions necessary for us or a member of the HSBC Group to meet the Compliance Obligations; and (iii) block, transfer or close your account(s) where permitted under local Laws. In addition, if you fail to supply promptly your, or a Connected Person's, Tax Information and accompanying statements, waivers and consents, as may be requested, then we may make our own judgment with respect to your status or that of the Connected Person, including whether you or a Connected Person is reportable to a Tax Authority, and may require us or other persons to withhold amounts as may be legally required by any Tax Authority and to pay such amounts to the appropriate Tax Authority Financial Crime Risk Management Activity (a) Financial Crime Risk Management Activity may include: (i) screening, intercepting and investigating any instruction, communication, drawdown request, application for Services, or any payment sent to or by you, or on your behalf; (ii) investigating the source of or intended recipient of funds; (iii) combining Your Information with other related information in the possession of the HSBC Group; and (iv) making further enquiries as to the status of a person or entity, whether they are subject to a sanctions regime, or confirming your identity and status or that of a Connected Person. (b) We and HSBC Group's Financial Crime Risk Management Activity may lead to the delay, blocking or refusing the making or clearing of any payment, the processing of your instructions or application for Services or the provision of all or part of the Services. To the extent permissible by law, neither we nor any member of the HSBC Group shall be liable to you or any third party in respect of any loss (howsoever it arose) that was suffered or incurred by you or a third party, caused in whole or in part in connection with the undertaking of Financial Crime Risk Management Activity Tax compliance You acknowledge that you are solely responsible for understanding and complying with your tax obligations (including tax payment or filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of account(s) or Services provided by us or members of the HSBC Group. Each Connected Person acting in his capacity as a Connected Person (and not in his personal capacity) also makes the same acknowledgement in his own regard. Certain countries may have tax legislation with extra-territorial effect regardless of a Connected Person's or your place of domicile, residence, citizenship or incorporation. Neither we nor any member of the HSBC Group provide tax advice. You are advised to seek independent legal and tax advice. Neither we nor any member of the HSBC Group have responsibility in respect of your tax obligations in any jurisdiction which may arise including any that may relate specifically to the opening and use of account(s) and Services provided by us or members of the HSBC Group Miscellaneous (a) In the event of any inconsistency between any of the provisions of this Clause 1.10 of Part A and those in or governing any other service, product, business relationship, account or agreement between you and us, this Clause 1.10 of Part A shall prevail. (b) If all or any part of the provisions of this Clause 1.10 of Part A become illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability of such provision in any other jurisdictions or the remainder of this Clause 1.10 of Part A in that jurisdiction Survival upon termination This Clause 1.10 of Part A shall continue to apply notwithstanding any termination by you or us or a member of the HSBC Group of the provision of any Services to you, or the closure of any of your accounts You confirm that all Your Information provided to us is, to the best of your knowledge, complete, accurate and up-to-date Communications You agree that we may use any contact information provided by you and kept on our records (including address, telephone number, address and fax number) from time to time to communicate with you (whether through letters, telephone calls, SMS, fax, or other means) If in our opinion any communication from us to you using any contact information last registered with us will fail to reach you, we may stop sending further communications (including Account Statements, transaction advice and confirmation and other communications) to you Communications sent by you to us shall be in such form or by such means accepted by us from time to time which may include telephone, ATM, point of sale terminals, electronic means and other means. We have the right not to act on any communication from you if such communication is not given to us in such form or means accepted by us and we are not liable for any loss, cost or damage of any kind incurred or suffered by you as a result This Clause 1.11 of Part A does not limit or reduce the effect of any provisions in these Terms and Conditions that apply to (i) the issuing of Account Statements, transaction advice or confirmation by us to you, or (ii) the giving of Instructions by you to us Variation of terms We have the right to vary these Terms and Conditions (including fees and charges) and any other terms and conditions governing any Services or any Account from time to time by notice. We will give you notice of a variation that is applicable to you by way of display at our premises or in any other manner we consider appropriate. You will be bound by a variation unless we have received notice from you to close the relevant Account or terminate the relevant Services with effect before the date on which that variation takes effect. We have no obligation to notify you of any variation that is not applicable to you Limitation on our liability We are not liable for any loss, cost or damage of any kind incurred or suffered by you as a result of any interruption, delay or failure (whether total or partial) in providing any of the Services or our equipment or facilities to you or performing our duties and obligations in respect of the Services to the extent that it is attributable to any cause or circumstance that is beyond our reasonable control or the reasonable control of our agents or nominees In no circumstances will we be responsible to you or any other person for any loss of profit or interest, indirect or consequential loss arising from or in connection with our providing, or failure or delay in providing, the Services Your indemnity Except as set out in Clause of Part A, you will indemnify and reimburse (i) us, (ii) our agents and nominees, and (iii) our officers and employees and that of our agents or nominees for all actions, proceedings and claims which may be brought by or against us or them, and for all losses, damages and reasonable costs and expenses which we or they may incur or suffer as a result of or in connection with the following (or any of them): (a) your use of the Services or our providing the Services to you, maintaining an Account for you, or effecting any transactions for or with you; (b) our decision not to process any Instruction or our delay or failure to act on an Instruction in part or in full for any reason; (c) any fluctuation in the price of the relevant asset between the time we receive an Instruction and the time we act on it; (d) any default by you in performing your obligations under these Terms and Conditions, the Applicable Regulations or relating to the Services or an Account; and GENERAL TERMS AND CONDITIONS Page 4/15

5 (e) the preservation or enforcement of our rights or exercise of our powers in connection with the Services and an Account. This indemnity shall continue after the termination of the Services, the Accounts or these Terms and Conditions If it is proved that any actions, proceedings, claims, losses, damages or amounts set out in Clause of Part A was caused by negligence or wilful default of (i) ours, (ii) our agents or nominees, or (iii) our officers or employees or that of our agents or nominees, then you are not liable under Clause of Part A to the extent that it is direct and reasonably foreseeable arising directly and solely from such negligence or wilful default Fees, expenses, commissions and interest You are required to pay us fees for providing the Services or maintaining an Account. You will be notified of the fees at the time of opening the Account, requesting a Service or effecting an Instruction or from time to time. If an Account is closed within such period after the account opening date as specified by us from time to time, we may impose a fee at our discretion. A list of our fees is available upon request at any of our branches You are required to pay all costs and expenses of reasonable amounts and reasonably incurred by us in connection with the Services or an Account from time to time. These may include all applicable taxes, duties and levies payable in respect of your assets and any expenses for preserving or enforcing our rights in connection with the Services and an Account We may use one or more members of the HSBC Group or any other person to assist us in providing services to you or fulfilling your requirements. You further agree that we may pay these persons remuneration of any nature (whether fees, commissions, rebates or other payments) for the services provided by them to us. We may also pay remuneration to members of the HSBC Group or any other person in return for introducing you to us. Payment of such remuneration by us does not affect the amount of fees and charges payable by you to us in connection with the Services or an Account (including fees of any collection agent employed by us and legal fees in demanding, collecting, suing or recovering any outstanding or overdue amount) We may accept from any manager, stockbroker, underwriter or any other person (whether or not a member of the HSBC Group) any rebate or payment of brokerage, commission, fee, incentive, discount or other benefits arising out of or in connection with the provision of the Services, including any amount payable to us in respect of a transaction involving the purchase or sale of any securities or other assets for you. We are entitled to retain these amounts for our own account and benefit absolutely Interest on an Account accrues: (a) on a daily basis; (b) on the credit balance in the Account; and (c) at the interest rate specified by us at our discretion. Interest rates applicable from time to time will be displayed at our premises or published on our website. Interest at a rate above zero is payable by us to you and will become a credit entry to the Account at the end of each calendar month (or at such other interval as we may set from time to time) We have the right to set or vary without prior notice from time to time any minimum amount of credit balance for interest to accrue. No such interest will accrue if the credit balance in the Account falls below the minimum set by us Where an Account is closed during an interest period whether by you or by us for any reason, interest accrues only up to the last calendar day before the day of closure Unauthorised overdraft (applicable to Savings Accounts and Hong Kong dollar, US dollar or Renminbi Current Accounts only) If you give us an Instruction to pay or withdraw from your Account (i) where there are insufficient funds in your Account and (ii) which, if executed by us, would cause your Account to go overdrawn or over an existing overdraft limit, we will treat this as your informal request for an unauthorised overdraft and we may: (i) refuse your request and that Instruction and impose a service charge for considering and refusing your request; or (ii) agree to your request and provide you with an overdraft or an increase to your existing overdraft. The amount of the overdraft or increase will be subject to our prevailing interest rate calculated on a daily basis. We may charge an arrangement fee for the overdraft or the increase Provisions applicable if you are not an individual Notification of change in directors, shareholders etc. You will notify us in such manner as we may accept from time to time of any change of your directors, shareholders, partners, controllers, legal status or constitutional documents Restriction on issuance of bearer shares Where you are or any of your shareholders (whether direct or indirect, legal or beneficial) is a company incorporated in a jurisdiction that permits the issuance of bearer shares, you confirm and agree that (i) neither you have nor any such shareholder has issued any bearer shares and (ii) if you or any of your shareholders issue(s) or convert(s) any of your or its shares to bearer form, you or such shareholder will notify us promptly Company search Where you are a company incorporated in Hong Kong or registered as a non-hong Kong company in Hong Kong, we have the right to conduct search on you at the Companies Registry. If there is any discrepancy between any search result and any information provided by you, we have the right to take necessary action. Such action may include (i) not opening an Account for you, or (ii) if you have already opened an Account with us, requiring rectification of such discrepancy or limiting the use of, suspending or terminating the Account or any Services Miscellaneous general provisions Currency conversion Unless we specify otherwise in these Terms and Conditions, where conversion of one currency into another currency is required or appropriate under these Terms and Conditions, such conversion will be effected at our prevailing exchange rate at the time of conversion. Any exchange rate provided by us at any other time may differ from the rate at which we effect the conversion and is for reference only Our right not to carry out a currency conversion transaction Before carrying out a currency conversion transaction, we may require you to provide information or documentation to prove that such transaction is in compliance with all Applicable Regulations. We have the right to refuse to carry out a currency conversion transaction if we are not satisfied with the information or documentation provided by you Collection and recovering of debts We have the right to employ any person to assist us in collecting and recovering any outstanding or overdue amount owing by you to us. Such person includes any collection agent or any other service provider. GENERAL TERMS AND CONDITIONS Page 5/15

6 Recording In the course of providing the Services, we (or any of our agents or nominees) may record and monitor Instructions or communications with you by tape, video or other means. We have the right to destroy these recording after such period of time as we consider appropriate. We may collect, store and analyse recordings of your voice to generate a "voice print" that is unique to you. We may use this voice print to identify you when you call us Microfilming or scanning We have the right to destroy any document or record relating to you, an Account or any of the Services after microfilming or scanning it. We also have the right to destroy any microfilmed or scanned document or record after such period of time as we consider appropriate Additional terms and conditions govern Accounts and Services In addition to these Terms and Conditions, other terms and conditions may apply to different types of Accounts or Services. Copies of such terms and conditions are available upon request at any of our branches. Such other terms and conditions will prevail to the extent of any inconsistency between them and these Terms and Conditions Appointment of agent or nominee We may appoint any other person as our agent or nominee to perform any of the Services for us. Such person includes any service provider or sub-contractor acting in its capacity as our agent or nominee and excludes any independent service provider or sub-contractor. For that purpose, (i) we may delegate any of our powers to that person, and (ii) you authorise us to disclose or transfer any information relating to you, an Account or the Services to that person. Subject to Clause 1.13 of Part A, we remain liable to you for the negligence or wilful default of any person appointed by us under this clause as if we performed the relevant Services ourselves Assignment by us or by you (a) (b) We may at any time assign or transfer any or all of our rights and obligations to any person without your agreement. You are not allowed to assign or transfer any of your rights or obligations to any person unless with our prior written agreement Staff's remuneration The remuneration for our sales staff is determined based on the staff's overall performance with reference to a wide range of factors, and is not determined solely on his financial performance. Sales staff's remuneration is subject to review from time to time, for the purpose of encouraging the building of deep, long-lasting and mutually valuable relationships with customers Third party rights No person other than you and us will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of these Terms and Conditions Governing law and version (a) (b) These Terms and Conditions are governed by and will be construed according to Hong Kong laws. The English version of these Terms and Conditions prevails to the extent of any inconsistency between the English and the Chinese versions. Any Chinese version of these Terms and Conditions is for reference only Jurisdiction (a) You submit to the non-exclusive jurisdiction of the Hong Kong courts. (b) These Terms and Conditions may be enforced in the courts of any competent jurisdiction Sanctions (a) You represent and confirm that neither (1) you, (2) any of your subsidiaries nor (3) any of your directors, officers, employees, agents or affiliates or that of any of your subsidiaries is an individual or entity ("Person") that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or any other relevant sanctions authorities (collectively, "Sanctions"); or (ii) located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions, including the Crimea region, Cuba, Iran, North Korea, Sudan and Syria. (b) You agree that you will not, directly or indirectly, use the funds in any Account or any financing provided by us, or lend, contribute or otherwise make available such funds to any subsidiary, joint venture partner or other Person: (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions; or (ii) in any other manner that would result in a violation of Sanctions by any Person. Section 2: Operations of Accounts 2.1 Hong Kong dollar, US dollar and Renminbi Current Account Interest Unless otherwise specified by us, no interest (whether at a rate above or below zero) accrues on the Current Account Handling cheques with care (a) A cheque book will be issued to you on opening a Hong Kong dollar, US dollar or Renminbi Current Account. (b) You are responsible for safekeeping your cheque books and cheques from loss, theft or unauthorised use. You should take appropriate security measures including lock and key. (c) All cheques should be drawn in the currency of the Current Account (i.e. Hong Kong dollar, US dollar or Renminbi as appropriate). (d) You may apply for a cheque book for your Current Account through our ATM, online internet banking profile, Phone Banking Service or by any other means accepted by us. We have the right not to issue a cheque book. We will deliver a cheque book by post to your address on our records. We are not responsible for any delay or loss caused by any means of delivery. (e) After receiving a cheque book or before use, you should check the cheque serial numbers, account number and your name printed on the cheques and the total number of cheques. You should report any irregularity to us as soon as reasonably practicable. (f) You should delete the words "OR BEARER" and cross a cheque if you intend to deliver it other than in person. GENERAL TERMS AND CONDITIONS Page 6/15

7 (g) (h) (i) You should be careful in drawing a cheque to ensure that it is correct. You should not draw a cheque in any manner that may allow it to be altered or may facilitate fraud or forgery. In particular: (i) (ii) you should write the amount in the spaces provided on the cheque, both in words and figures as close to each other and to the left hand margin as possible, so as to leave no space for adding other words or figures; you should add the word "only" after stating the amount in words and use only Arabic numerals to state the amount in figures; (iii) you should write and sign a cheque with non-erasable ink or ball-point pen in Chinese or English. You should sign a cheque so that your signature matches the specimen signature on our record; (iv) you should confirm any alteration on a cheque by your full signature. You agree that we are not responsible for any loss arising from an alteration which cannot be readily detected by us; and (v) you should comply with the conditions printed on the inside cover of a cheque book and any other conditions in force. You must report any loss, theft or unauthorised use of a signed cheque or a cheque book to us in writing as soon as reasonably practicable. You agree and authorise us to do the following: (i) record a cheque drawn by you in electronic or other form as we consider appropriate; (ii) allow the cheque after payment to be retained by the collecting bank or HKICL for a period specified in the rules relating to the operation of the clearing house for the related currency, and to be destroyed by the collecting bank or HKICL after that period; and (iii) contract with collecting banks, HKICL and other persons in relation to the arrangements and matters set out in paragraphs (i) and (ii) above Return cheques We have the right not to pay a cheque in the following cases (or any of them): (a) if there is an error on the cheque; and (b) if there is any other reason that we consider appropriate. We have the right to return that cheque and impose a service charge. If you issue a cheque (i) where there are insufficient funds in your Current Account and (ii) which, if honoured by us, would cause your Current Account to go overdrawn or over an existing overdraft limit, we will treat this as your informal request for an unauthorised overdraft and we may: (i) refuse your request, return that cheque and impose a service charge for considering and refusing your request; or (ii) agree to your request and provide you with an overdraft or an increase to your existing overdraft. The amount of the overdraft or increase will be subject to our prevailing interest rate calculated on a daily basis. We may charge an arrangement fee for the overdraft or the increase Stop payment order (a) You should give us clear Instruction if you wish to stop payment of a cheque. We have no obligation to act on your Instruction if we do not receive it in time to enable us to stop payment. (b) You should clearly identify the cheque in your Instruction by quoting the cheque number. If you quote any other detail instead of the cheque number, we have no obligation to but may act on your Instruction at our discretion without being liable. If you quote any other detail in addition to the cheque number, we are not responsible for checking whether that detail conforms with the corresponding detail on the cheque in question. (c) We have no obligation to act on an Instruction to stop payment if we are unable to verify its authenticity. However, that does not restrict us from acting on an Instruction at our discretion if we believe in good faith that it is given or authorised by you. In any case, we are not liable and you will be bound by that Instruction if we act on it even if it is incorrect, false or unclear or was not given or authorised by you. You should confirm an Instruction as soon as reasonably practicable in a manner accepted by us Withdrawal in cash from US dollar Current Account (a) Withdrawal in cash from your US dollar Current Account is subject to availability of US dollar. Withdrawal in cash against a cheque drawn on the US dollar Current Account is not allowed except (if you are an individual) by you in person or (if you are not an individual) by a person authorised by you in writing. We may require at least seven (7) days' notice before withdrawal. (b) You are not allowed to draw cash cheques on your US dollar Current Account. 2.2 Current Account in a currency other than Hong Kong dollar, US dollar or Renminbi Where your Current Account is in a currency other than Hong Kong dollar, US dollar or Renminbi: Interest Unless otherwise specified by us, no interest (whether at a rate above or below zero) accrues on the Current Account No cheque book We do not provide cheque books for the Current Account Withdrawals (a) A withdrawal Instruction should be given (i) by letter or (ii) by means of an authentication cable or telex sent through an overseas bank. (b) A withdrawal in cash in a foreign currency is subject to availability of that currency. We may require at least seven (7) days' notice before withdrawal. 2.3 Securities Account and Investment Services Account All securities and other assets held in your Securities Account and Investment Services Account may be held by us or by our agent. 2.4 Fund transfers (telegraphic transfer, interbank transfer and overseas remittance) You may instruct us to effect a TT or RTGS by such means accepted by us from time to time. The following terms apply unless we specify otherwise: (a) We have the right to refuse an Instruction to effect a TT or RTGS without giving reason. If we accept an Instruction, we have the right to effect the Instruction either as a TT or RTGS according to its routing arrangement. (b) We have the right to send the TT or RTGS either in words or in code. We are not responsible for (i) any loss, delay, error, omission or alteration of the message which may occur in its transmission, and (ii) any misinterpretation of the message by the recipient (or any of the above). (c) When a TT or RTGS transfer is being effected, there may be a currency conversion if the beneficiary account is in a currency that is different from the remitting currency. (d) We will communicate to the correspondent or beneficiary bank your request to pay its charges or overseas charges. That bank decides whether the beneficiary receives the full amount of the TT or RTGS. We have no control and take no responsibility in that matter. GENERAL TERMS AND CONDITIONS Page 7/15

8 (e) We have the right to effect the TT or RTGS through a correspondent or beneficiary bank other than that specified by you if operational circumstances or Applicable Regulations so require. (f) (g) (h) (i) Where we are unable to provide a firm exchange rate quotation for any reason, we have the right to effect the TT or RTGS on the basis of a provisional exchange rate. The provisional exchange rate is subject to adjustment when the actual exchange rate is ascertained. You authorise us to debit or credit any difference between the provisional rate and the actual rate to your Account. If you wish a TT or RTGS to be effected on a particular date, you should clearly specify that date in your Instruction. A TT or RTGS Instruction may not be processed on the same day if our remittances department does not receive it before the relevant cut-off time set by us. A TT or RTGS Instruction is subject to the following (or any of them): (i) the cut-off time of the place where payment is to be received; (ii) the funding arrangement requirements of the settlement banks; and (iii) the availability of the relevant services. This may include the availability of the clearing system of the applicable currency or the location of the correspondent or beneficiary bank. This may mean that your Account is debited before the day the payment is received. We are not responsible for any interest expense or loss incurred or suffered by you or any other person as a result in that case. (j) We do not have to inform you of the following matters (or any of them). You should make your own enquiries about them: (i) any exchange control or restriction which may be imposed by Applicable Regulations. We are not liable for any loss or delay to you arising from or in connection with such control or restriction; and (ii) any charges which may be imposed by a correspondent or beneficiary bank or any other bank. (k) Where the beneficiary of payment does not maintain an account with any HSBC Group member or our agents, we and our agents have the right without giving you notice to make payment in accordance with the accepted banking practice in the place where the payment is to be received. In that case, payment may be made other than by TT or RTGS. (l) Even if we have accepted a TT or RTGS Instruction, we have the right to refuse to process or effect payment without giving you notice, if we are of the reasonable opinion that the following (or any of them) occur: (i) there is insufficient available funds in the Account specified in your Instruction from which payment is to be made; (ii) any information given about the Instruction is incorrect, incomplete or unclear; (iii) the Instruction or processing of the Instruction would be a breach of any Applicable Regulations; and (iv) you have specified additional Instructions or requests relating to the TT or RTGS which are not acceptable to us. (m) In processing a TT or RTGS Instruction, we may be required by Applicable Regulations concerning anti-money laundering and anti-terrorist financing activities to disclose personal data or other information about you. This may include the originating account number, your name, address, date of birth, personal or corporate identity document number and other unique references. You expressly authorise (i) us to make the required disclosure to any correspondent or beneficiary bank, the payee or any Authority as we may consider appropriate, and (ii) each correspondent or beneficiary bank to make the required disclosure to any other correspondent or beneficiary bank, the payee or any Authority as that correspondent or beneficiary bank considers appropriate. (n) We do not have to process any stop payment Instruction received by us even if your Account has not been debited when we receive the Instruction. We may at our discretion process a stop payment Instruction using commercially reasonable efforts. In that case, we will notify you whether we have successfully executed the stop payment Instruction as soon as reasonably practicable. (o) We have the right to deduct any charges imposed by a correspondent or beneficiary bank from the payment amount or any of your accounts with us including an Account. (p) Whilst we will endeavour to communicate to the beneficiary bank any payment condition you specify in a TT or RTGS Instruction, we have no obligation to check or verify the satisfaction of such condition before effecting payment. You irrevocably authorise us to effect payment at your own risk. (q) We are unable to verify beneficiary account information. The verification procedures adopted by the beneficiary bank may vary in different countries. For example, some banks may process inward remittances by verifying both the account number and account name while other banks may require only the account number or account name. You should ensure that the beneficiary account information provided to us is correct and complete. (r) Whilst we will endeavour to communicate to the correspondent or beneficiary bank any message to the beneficiary or beneficiary bank you specify in a TT or RTGS Instruction, whether the correspondent or beneficiary bank will communicate or act on such message is beyond our control. We are not liable for any loss arising from or in connection with the correspondent or beneficiary bank's failure to communicate or act on such message. 2.5 Direct debit authorisation Where you have set up a direct debit authorisation on an Account but no debit is made pursuant to that authorisation for a continuous period of at least thirty (30) months, we have the right to cancel the direct debit authorisation without prior notice to you even if that authorisation has not expired or is not subject to an expiry or termination date. 2.6 Depositing Items or inward remittances You may deposit any Item to your Account using any means accepted by us from time to time. Before depositing an Item, you will ensure that the Item is on its face in order. This includes ensuring that an Item is appropriately dated and signed, with the amounts in words and figures matched We have the right to require you to provide details of an Item when depositing it. You will provide accurate and complete details. We are entitled to rely on the details provided by you in issuing a receipt and processing the Item. We also have the right to verify any details provided by you after issuing a receipt for the Item. If there is any discrepancy between a receipt and the outcome of our verification, the outcome of our verification is final and binding on you. We are entitled to adjust the applicable Account accordingly An inward remittance or Item may be in Hong Kong dollar or any other currency and may include a payment pursuant to the standing instruction of another person. We accept each inward remittance or Item for deposit into an Account subject to final payment or clearing. We may not make the proceeds available for use until receipt of unconditional payment. If unconditional payment of an inward remittance or Item is not actually received by us for any reason (including insufficient funds for effecting payment), we have the right to debit the relevant Account with the appropriate amount plus any charges The proceeds of an inward remittance or Item may not be credited to your Account on the same day we receive the remittance or Item if we do not receive it before the relevant cut-off time set by us. No interest (whether at a rate above or below zero) will accrue before the proceeds are actually credited to your Account. GENERAL TERMS AND CONDITIONS Page 8/15