1042 (6/17)

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2 1042 (6/17)

3 Contents Please read carefully and understand this document which contains the following parts: Terms and Conditions for Investment Services Schedule 1 Terms and Conditions for Securities Trading Schedule 1A Terms and Conditions for Overseas Securities Trading Schedule 2 Terms and Conditions for Securities Margin Trading Schedule 3 Terms and Conditions for Trading in Funds Schedule 4 Terms and Conditions for Currency Switching Service

4 TERMS AND CONDITIONS FOR INVESTMENT SERVICES The following terms and conditions are agreed between each party signing or having signed the Account Opening Form as Client and the Bank as an Authorized Institution and a Registered Institution (CE number AAC155) under the Securities and Futures Ordinance of Hong Kong (Cap. 571 of the Laws of Hong Kong) to carry on Type 1 (Dealing in Securities) and Type 4 (Advising on Securities) Regulated Activities. 1. Interpretation and Definition 1.1 In these Terms and Conditions, unless the context requires otherwise, the following expressions shall have the following meanings: Account means an account of any description opened and maintained by the Bank for the Client for the dealing in Securities and includes for the avoidance of doubt, where the context requires, the Settlement Account. Account Opening Form means the application form as prescribed by the Bank from time to time for application by the Client to open an Account or the provision of any Services, which are agreed by or for and on behalf of the Client. Agreement means these Terms and Conditions and includes, where the context permits, any Applicable Agreement. AMLO means the Anti-Money Laundering and Counter- Terrorist Financing (Financial Institutions) Ordinance of Hong Kong (Cap. 615 of the Laws of Hong Kong) Applicable Agreement means any other agreement, document or terms of business (including, without limitation, any of the Schedules, the Account Opening Form, the Investment Profile Questionnaire), as may be agreed between, or binding on the Client and the Bank, from time to time. Applicable Law means any law, rule, regulation, court order or ruling, judicial interpretation or directive (whether or not having the force of law) applicable to the Bank, the Group, its Service Provider, the Client, any of their activities and/or any of the Services, Accounts or Transactions whether in Hong Kong or elsewhere, from time to time, including without limitation: (a) any Requirement; (b) any Foreign Law Requirement; and (c) in particular, and without limiting the generality of the foregoing, the rules, customs and/or practices of any Exchange, Clearing House or trading registration or central depository system applicable to a Transaction. Approved Custodian has the same meaning as ascribed to it in the Client Securities Rules. Associated Entity has the meaning as ascribed to it in the Securities and Futures Ordinance. Authorized Institution has the same meaning as ascribed to it in the Banking Ordinance. Authorized Person means (where applicable) any person authorized by the Client to give instructions to, or to enter into any agreement or arrangement with, the Bank on the Client s behalf and otherwise act on behalf of the Client in connection with any Account, Transactions and/or Services. Banking Code means the Code of Banking Practice issued by The Hong Kong Association of Banks, as may be amended, varied and replaced from time to time. 1 Banking Ordinance means the Banking Ordinance of Hong Kong (Cap. 155 of the Laws of Hong Kong). The Bank means China Construction Bank (Asia) Corporation Limited and includes where the context permits its officers and employees and includes all the branches and offices of China Construction Bank (Asia) Corporation Limited, wherever situate and its successors and assigns. Beneficial Owner has the same meaning as ascribed to it in the AMLO. Business Day means a day (excluding Saturday and Sunday) on which banks in Hong Kong are open for business. Clearing House means clearing houses and facilities (whether in or outside Hong Kong) which provides clearing services in relation to Securities. Client means the person in whose name the Bank has agreed to open and maintain any Account in accordance with the terms of the Agreement and shall include where the context permits any Authorized Person. Client Securities Rules means the Securities and Futures (Client Securities) Rules of Hong Kong (Cap. 571H of the Laws of Hong Kong). Client Trust Account means any trust account maintained by the Bank for the Client (whether separately or together with other clients of the Bank) with an Authorized Institution which is a full licensed bank under the Banking Ordinance or other financial intermediaries outside Hong Kong. Dealing in Securities shall have the same meaning as ascribed to it in the Securities and Futures Ordinance. Debts shall have the meaning as defined in Clause 9.2. Direction means any oral or written direction given by the Client to the Bank in the Agreement to deal with the Client s Securities. Electronic Investment Service has the meaning as defined in Clause 4A.1. Exchange means any securities market, exchange or association of dealers, whether in Hong Kong or outside of Hong Kong, in which the Bank may deal in Securities under the Agreement whether directly or through any Service Providers, and includes the Recognized Stock Market. FATCA means: (a) sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (as amended) or any amended or successor version thereof; (b) any intergovernmental agreement, memorandum of understanding, undertaking and other arrangement between governments and regulators in connection with (a) including as entered into by the government of Hong Kong; (c) agreements between the Bank and the IRS or other regulator or government agency pursuant to or in connection with (a); and (d) any laws, rules, regulations, interpretations or practices adopted in the U.S., Hong Kong or elsewhere pursuant to any of the foregoing. Foreign Law Requirement means any obligation imposed on the Bank pursuant to any future or present: 2

5 3 (a) foreign laws (including foreign laws in respect of which the Bank considers itself bound and including laws and regulations of the PRC); (b) Hong Kong laws that implement Hong Kong s obligations under an agreement with a foreign government or regulator (including the government and regulators of the PRC); (c) agreements entered into between the Bank and a foreign government or regulator (including the government and regulators of the PRC); or (d) guidelines or guidance issued by any legal, regulatory, government, tax or law enforcement body within or outside of Hong Kong in respect of (a) to (c). For the avoidance of doubt, this definition includes any obligation or requirement applying to the Bank as amended or introduced from time to time, including pursuant to FATCA. Funds means collective investment schemes as defined in the Securities and Futures Ordinance. Government Authority means any government, government body, government agency or regulator, in or outside of Hong Kong, including the Inland Revenue Department of Hong Kong and the IRS. Group means any subsidiary or holding company of the Bank and any other subsidiary of such holding company. Holding company and subsidiary have the respective meanings ascribed to them in section 2 of the Companies Ordinance of Hong Kong (Cap. 622 of the Laws of Hong Kong). Hong Kong means the Hong Kong Special Administrative Region of the People s Republic of China. Hong Kong Dollars means Hong Kong dollars, the lawful currency of Hong Kong. Identity Information means (i) any identity information relating to the Client and its Authorized Persons, (ii) any identity information relating to the Beneficial Owner; and (iii) any information relating to any Ultimate Owner, including without limitation, such owner s identity, occupation, address, contact details (and further, in the case of a corporate client) nature and scope of business activity, source of funds, business structure, shareholdings and other information. Intermediary has the same meaning as ascribed to it in the Securities and Futures Ordinance. Investment Profile Questionnaire means the form as prescribed by the Bank from time to time for the Client to complete before an Account may be opened, which is agreed by or for and on behalf of the Client IRS means the U.S. Internal Revenue Services. Personal Data has the same meaning as ascribed to it in the Personal Data (Privacy) Ordinance. Personal Data (Privacy) Ordinance means Personal Data (Privacy) Ordinance of Hong Kong (Cap. 486 of the Laws of Hong Kong). PRC means the People's Republic of China excluding, for the purposes of the Agreement only, Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan. Purchase Transaction means a Transaction in respect of which the Client purchases Securities. Recognized Stock Market has the same meaning as ascribed to it in the Securities and Futures Ordinance. Registered Institution has the same meaning as ascribed to it in the Banking Ordinance. Regulated Activity has the same meaning as ascribed to it in the Securities and Futures Ordinance. Regulator means the Hong Kong Monetary Authority, the SEHK, SFC and/or such other regulator, government or government body (whether in or outside Hong Kong) with the authority or ability to regulate the Bank or its activities or in relation to whose directives, recommendations or practices the Bank is accustomed to follow. Relevant Information means any information, document or certification given by or relating to the Client, (including its Authorized Persons), any Beneficial Owner, any Ultimate Owner, any Account, any Services or any Transaction and shall include where the context permits Identity Information and Personal Data. Requirement means any requirement, code, guideline, direction, recommendation or request (whether or not mandatory or legally binding) made or issued by any Regulator with which the Bank is obliged or expected to comply. Risk Disclosure Statements means the statements disclosing the risks in relation to the Account, Services and Transaction issued by the Bank from time to time. RMB/CNY means Renminbi, the lawful currency of the PRC. Sale Transaction means a Transaction in respect of which the Client sells Securities. Schedules means the Schedules affixed to these Terms and Conditions. Securities has the same meaning asas ascribed to it in the Securities and Futures Ordinance and includes other investment products as the Bank may provide to the Client from time to time. For the purposes of these Terms and Conditions only, to the extent the context so permits or the Bank otherwise determines, references to the term "Securities" herein shall also extend to cover structured deposits and currency switching. Securities Collateral has the same meaning as ascribed to in the Securities and Futures Ordinance. Securities and Futures Ordinance means the Securities and Futures Ordinance of Hong Kong (Cap. 571 of the Laws of Hong Kong). SEHK means The Stock Exchange of Hong Kong Limited. Services means any service made available to the Client by the Bank on the terms of the Agreement from time to time, including without limitation, the establishment and maintenance of any Account and effecting of Transactions and the taking of any action (as described in the Agreement) in relation thereto. Service Provider means any custodian, sub-custodian, nominee, broker, dealer, bank or other third party: (a) appointed or used by the Bank to assist the Bank, or to provide any of the Services to the Client; and/or (b) receiving or holding the Client s Securities or Securities Collateral, whether situated in Hong Kong or elsewhere. Settlement Account is an Account and has the specific function described in Clause

6 SFC means the Securities and Futures Commission of Hong Kong. SFC Code means the Code of Conduct for Persons Licensed or Registered with the Securities and Futures Commission, as may be amended, varied and replaced from time to time. Terms and Conditions means the Terms and Conditions for Investment Services. Transaction means any transaction in Securities which the Bank effects on the instructions of the Client. Ultimate Owner means any ultimate beneficial owner of any Account, the person ultimately responsible for the giving of or originating instructions of any Transaction, any person on whose behalf the Clients acts in receiving payment, any person who stands to gain the commercial or economic benefit of the Transaction and/or bears its commercial or economic risks or any other person identified by the Bank in its sole and absolute discretion as being connected with the Client. U.S. means the United States of America. 1.2 In these Terms and Conditions: (a) the singular includes the plural and vice versa; (b) references to legislation, any subsidiary legislation, any Applicable Law or any provision thereof includes that legislation or provision as may be modified or re-enacted from time to time; (c) a reference to a person or party shall include any individual, company, body corporate or unincorporate, partnership, firm, joint venture or trust and vice versa; (d) headings used are for ease of reference only; and (e) where the Bank is given a discretion, such discretion shall be exercised by the Bank in its sole and absolute discretion and the Bank shall not be obliged to give reasons for any act carried out or decision made in exercising such discretion. 2. The Account 2.1 The Bank will open and maintain one or more Accounts for the Client for the trading of such Securities as the Bank may determine in its absolute discretion on the terms of the Agreement. 2.2 The Client confirms that the Relevant Information provided by it is complete, accurate and not misleading. The Client undertakes: (a) to provide such further Relevant Information in such manner and within such time as the Bank may reasonably request in order for the Bank to provide the Services and/ or comply with Applicable Law or market practice; and (b) to inform the Bank of any material change to Relevant Information as soon as reasonably practicable. 2.3 The Bank is authorized (but shall not be obliged) to, at its absolute discretion in accordance with the terms of the Agreement, provide the Services, and take the actions including without limitation, to the below: (a) carry out a Transaction; (b) conduct enquiries to verify Relevant Information; (c) provide Relevant Information: (i) to any third party pursuant to Applicable Law; and (ii) in accordance with Clause 16 (Use of Client Information and Personal Data); and 5 (iii) in accordance with the Client s request; (d) comply with any Applicable Law which imposes on any holder of Securities a duty to take or refrain from taking any action in connection with any of the Securities or payment or distribution of money payable in respect of any of the Securities; (e) appoint or use any Service Provider of the Bank s choice; and (f) take such steps as it may consider necessary or expedient to carry out the acts described in paragraphs (a), (b) (c), (d) and (e) of this Clause 2.3 and/or to exercise its powers, rights or remedies under the Agreement. 2.4 Without prejudice to the generality of the foregoing, the Client shall immediately upon the Bank s request and within the time specified by the Bank provide Identity Information of the Ultimate Owner to the Bank and/or the Regulators. 2.5 If the Client effects any Transaction for a Fund, discretionary account or trust, the Client shall immediately upon the Bank s request and within the time specified by the Bank provide, or procure the Ultimate Owner to provide, to the Bank and/ or the Regulators the identity, address and contact details of such scheme, account or trust and, if applicable, the identity, address, occupation or business structure and contact details of the person who, on behalf of such scheme, account or trust, instructed the Client and ultimately originates the instruction to effect that Transaction. 2.6 If the Client effects any Transaction for a Fund, discretionary account or discretionary trust, the Client shall, as soon as practicable, inform the Bank when the Client s discretion or power to invest on behalf of such scheme, account or trust has been overridden, revoked or terminated. In such a case, the Client shall, immediately upon the Bank s request and within the time specified by the Bank, provide or procure any Ultimate Owner to provide, to the Bank and/or the Regulators the identity, address, occupation and contact details of the person who has given such overriding instruction or notice of revocation or termination and the person who has given the instruction in relation to that Transaction. 2.7 If the Client does not know the Identity Information of any Ultimate Owner, the Client confirms that: (a) the Client has arrangements in place which would entitle the Client to obtain all of the Relevant Information set out in Clauses 2.3 to 2.6 immediately upon the Client s request and provide that information to the Bank and/ or the Regulators as soon as the Client has received it or procure that such information be so obtained and submitted; (b) the Client shall, upon the Bank s request in relation to a Transaction, immediately request all the Relevant Information set out in Clauses 2.3 to 2.6 from any relevant third party, and provide that information to the Bank and/ or the Regulators as soon as the Client has received it or otherwise procure that such information be so obtained and submitted; and (c) where necessary, the Client has obtained all consents or waivers from its customers(s) or other relevant person(s) to release the information set out in this Clause to the Bank and the relevant Regulators. In particular, if the Client effects a Transaction for the account of another person and 6

7 it is in a jurisdiction with client secrecy laws, the Client confirms that: (i) its customer(s) or the relevant person(s) has(have) waived the benefit of the secrecy law in relation to any enquiry by the relevant Regulators; and (ii) such waiver is valid and binding under the laws of the relevant jurisdiction. 2.8 The Client acknowledges and understands that if the information set out in Clauses 2.4 to 2.7 is not provided by the prescribed time, the Bank may, in its absolute discretion, decide not to act or give effect to any instruction at any time and/or to suspend or terminate the effecting of any Transaction or the operation of any Account or the provision of any Services and/ or to close out any open positions, and the Bank shall not be liable to the Client or any other person for any loss as a result. The provisions of Clauses 2.3 to 2.8 shall continue in effect notwithstanding the termination of the Agreement. 2.9 In relation to any authorization given by the Client to any Authorized Person to give instructions for or on behalf of the Client, the Client agrees and acknowledges that: (a) any one of the Authorized Persons is hereby authorized to give instructions on the Client s behalf; (b) any subsequent appointment of an Authorized Person or any revocation, change or removal of an Authorized Person shall be: (i) notified by the Client to the Bank in writing; and (ii) effective the latest on the 5th Business Day after actual receipt of such notification by the Bank; and (c) it will ratify and confirm any instructions given or purported to be given by an Authorized Person, including without limitation, instructions given before any such revocation, change or removal of an Authorized Person is given effect in accordance with Clause 2.9(b) If the Bank solicits the sale of or recommends any financial product to the Client, the financial product must be reasonably suitable for the Client having regard to its financial situation, investment experience and investment objectives. No other provision herein or any other document the Bank may ask the Client to sign and no statement the Bank may ask the Client to make derogates from this Clause For the purposes of this Clause 2.10, financial product means any securities, futures contracts or leveraged foreign exchange contracts as defined under the Securities and Futures Ordinance, and leveraged foreign exchange contracts is only applicable to those traded by persons licensed for Type 3 regulated activity. When the Bank conducts any suitability assessment on any financial product for the Client, such assessment of the Client shall be based solely on the information provided by the Client to the Bank. The Bank shall not be obliged to take into consideration any information about the Client that the Bank is not actually aware of. The Bank shall also not be responsible for any losses that arise as a result of any inaccurate, misleading, incorrect, incomplete, outdated or fraudulent information provided by the Client or misrepresentations of the Client Notwithstanding any other provisions in the Agreement, the provision of the Services by the Bank under the Agreement shall be subject to Applicable Law. For the avoidance of doubt, nothing in the Agreement shall remove, exclude or restrict any 7 obligation or liability that are applicable to the Bank in relation to the provision of Services to the Client under the Securities and Futures Ordinance, its subsidiary legislations, the Banking Code and the SFC Code to the extent that the Bank is precluded thereunder or pursuant thereto from removing, restricting or excluding such obligation or liability. 3. Instructions for Transactions relating to Securities 3.1 Instructions shall be given in such form or manner, whether in writing or otherwise, as the Bank may specify from time to time. The Bank is authorized, but is not obliged, to rely and act on any oral or written instruction, whether by telephone, facsimile, telex, , internet, and electronic means as specified by the Bank from time to time or otherwise, given or purported or reasonably believed to be given by the Client or any Authorized Person and the Bank will not incur any liability to the Client in consequence of the Bank or its Service Provider acting or omitting to act on any such instruction, should there be any error, ambiguity, forgery, or fraud in relation to the instruction or for any other reasons unless such liability is directly caused by the gross negligence or wilful misconduct of the Bank. The Bank shall be entitled to treat any such instruction as fully authorized by and binding on the Client. 3.2 Any request to cancel or amend instructions previously given to the Bank by the Client could only be made before the time such instructions are accepted by the Bank or such other time as prescribed by the Bank from time to time. For the avoidance of doubt, any Client s instructions which have been executed in full or in part shall be binding on the Client notwithstanding any subsequent cancellation or amendment by the Client. The Client shall bear all costs and expenses incurred by the Bank in connection with such cancellation or amendment. 3.3 The Bank may but is not obliged to record all telephone conversations with the Client in order to verify the instruction of the Client. The Bank may also keep records of instructions of the Client received via the internet or other electronic means in such manner as the Bank considers appropriate. In the case of dispute, the Client agrees and accepts that the contents of such telephone and electronic recordings are final and conclusive evidence of the instructions of the Client. 3.4 In the absence of any instruction from the Client, the Bank is under no duty to dispose of or otherwise deal with the Securities of the Client and shall not be liable to the Client for any loss arising or incurred as a result of its not doing so. The foregoing shall not prejudice any rights of the Bank to deal with any Securities of the Client under the Agreement and under Applicable Law. 4. Operation of an Account 4.1 The Bank is authorized to act as the Client s agent in effecting Transactions and in providing the Services, unless where the Bank otherwise indicates. Notwithstanding the aforesaid, the Bank shall be entitled in its sole absolute discretion from time to time act as principal or in any other capacity in its dealings with the Client. The Bank is authorized to, from time to time and in its absolute discretion but without any obligation, carry out Transactions in any manner whatsoever including, without limitation, dealing directly or indirectly through the Service Providers. 8

8 4.2 All Transactions shall be effected and Services shall be provided in accordance with Applicable Law. All actions taken by the Bank in accordance with Applicable Law shall be binding on the Client. The Bank may, in its absolute discretion, adjust any Account, disregard any unexecuted orders, or take such other actions as the Bank may consider necessary to comply with Applicable Law. 4.3 The Bank may decide, in its absolute discretion, to refuse to act for the Client or to give effect to any instruction at any time, and shall not be obliged to give reasons for doing so. Without prejudice to any of the foregoing, the Bank may refuse or delay to act on any instructions in the event that the Bank reasonably considers that such instructions may be contrary to Applicable Law or the Bank does not reasonably consider that any such instruction to be genuine or to have been given by the Client or on its behalf. The Bank shall endeavour to inform the Client of any such decision as soon as reasonably practicable. The Bank shall not be liable to the Client for any loss whatsoever arising out of or in connection with its not accepting or acting on the Client s instructions or any such delay unless such liability is directly caused by the Bank s gross negligence or wilful misconduct. 4.4 All instructions from the Client shall be irrevocable. 4.5 The Bank shall be entitled to rely on any instruction from the Client which the Bank believes to be genuine. 4.6 Unless the Bank specifies otherwise, an order for any Transaction is good for the day only and it shall lapse at the end of the official trading day of the relevant Exchange, Clearing House, clearing or settlement system in respect of which it is given. 4.7 In carrying out any of the Client s instructions, if the Bank or any of the Bank s Service Providers is not able to effect such number of Transactions in Securities as may have been specified in that instruction, the Bank may enter into any number of Transactions fewer than the number specified in that instruction as the Bank may in its absolute discretion decide, and the Client shall be bound by those Transactions into which the Bank has entered. 4.8 In carrying out any of the Client s instructions, the Bank shall use reasonable endeavours to comply with any instructions the Client may give to it. The Client accepts that the Bank may not always be able to trade at the prices quoted at any specific time or at best or at market and agrees in any event to accept and be bound by any Transaction which takes place on the Client s behalf. 4.9 The Client acknowledges that any indicative data, quotes and/ or other information provided by the Bank may be provided by, or based on information from, a Service Provider and that the Bank is not responsible for the accuracy, completeness or otherwise of such indicative data, quotes and/or other information provided that the Bank has exercised reasonable care in relation to such data, quotes and/or information The Bank will make available the essential features of the Transaction as soon as reasonably practicable after effecting a Transaction. Any written confirmation sent by the Bank (or any Service Provider, if relevant) shall be conclusive as to the price at which any particular order has been executed. The Client acknowledges that any oral statements given over 9 the telephone as to the status of any Account or any particular Transaction is for information purposes only and shall not be binding on either the Bank or on any Service Provider (For corporate clients only) The Bank shall be under no duty to supervise compliance with the Client s conditions in respect of restrictions on investment powers or to check whether the Client has the power, or has duly exercised any power, to open or maintain any Account, give instructions or otherwise act in connection with any Account The Client acknowledges that all instructions in respect of a Sale Transaction will be treated as a long sale unless it has specifically indicated to the Bank that the sale order relates to Securities which the Client does not own, that is, where it involves short selling (including where the Client has borrowed stock for the purposes of the sale). In respect of any such short selling instructions, the Client shall comply with the short selling requirements of the relevant Exchange and the Applicable Law. The Client shall be required to provide the Bank with such confirmation, documentary evidence and assurance as the Bank in its opinion considers necessary or otherwise required under Applicable Law. The Client acknowledges that the Bank may be prohibited by Applicable Law from processing short sale orders on its behalf The Client agrees and acknowledges that in consideration of the Services provided, the Bank shall be entitled to charge the Client fees and charges in the amount and on such basis as notified to the Client from time to time. The Bank shall be entitled to revise the fees and charges at any time by giving prior notice to the Client or in other means as the Bank determines in compliance with Applicable Law. Without prejudice to the foregoing, the Client shall pay the Bank s commissions, brokerage, fees, charges and taxes, as well as applicable levies and duties imposed or payable, in respect of the provision of Services and all expenses paid or incurred by the Bank with respect to such Services including without limitation, commissions, stamp duties, transfer fees, registration fees and transaction levies, trading fees wherever they are incurred and all other costs pursuant to its Services under the Agreement. Where the Bank is required by any Government Authority or Applicable Law to withhold or make any deduction on any payment by the Client, the Client agrees to immediately reimburse the Bank and make such payments to the extent necessary such that the Bank will receive a net sum equal to the sum that it would otherwise receive had there been no such withholding or deduction The Bank is authorized, without prior notice or demand, to apply monies in any Account designated by the Client as the Settlement Account for payment and settlement of all amounts payable in relation to the provision of Services or Transactions. In the event that the amounts in the Settlement Account are insufficient for any reason to pay all amounts payable in connection with the Services or Transactions, the Client agrees to pay the Bank on demand such amounts as are necessary to pay all amounts as are payable. The Settlement Account shall be denominated in Hong Kong Dollars or such other currency as may be agreed in writing between the Bank and the Client from time to time. 4.14A Unless otherwise agreed by the Bank, the Bank is not obliged to execute any instructions of the Client until there are sufficient cleared funds and Securities in the Account or Settlement 10

9 Account(s) to settle any payments under the Services or Transactions Unless otherwise agreed by the Bank, instructions for the purchase of Securities will only be carried out after the Bank has verified that there are sufficient cleared funds available in the Settlement Account to cover the purchase price of the relevant Securities and all other amounts payable in connection with the instructions for the purchase of those Securities. Following such verification, the Bank shall place a stop order to earmark such amount of the funds in the Settlement Account required to satisfy all amounts payable in connection with such purchase. Notwithstanding any term of any other agreement between the Bank and the Client, the Client shall not be entitled to withdraw, draw against or otherwise utilise, and the Bank shall not be obliged to release or pay out of the Settlement Account, any such amount (no matter whether or not there is a stop order imposed) after an instruction is placed unless and until the relevant purchase order has been duly cancelled. If there are no or insufficient funds in the Settlement Account in the currency in which the payment is to be settled, the Bank is authorized (but not obliged) to make such currency conversions of the funds in the Settlement Account to the currency required to settle the payment at such exchange rate as it may in its absolute discretion deems appropriate Unless otherwise provided in the Agreement, the Client shall not sell, grant or otherwise deal with any option over, nor grant, create or allow to exist a charge, pledge or any encumbrance over any of the Client s Accounts or assets held in such Accounts Unless otherwise agreed between the Bank and the Client, in respect of each Transaction, unless the Bank is already holding sufficient cash or Securities on the Client s behalf to settle the Transaction, the Client shall immediately on demand or by such time as prescribed by the Bank pay the Bank sufficient cleared funds or deliver to the Bank sufficient Securities in deliverable form to enable the Bank to discharge any liability incurred or to be incurred in connection with any Transaction effected or to be effected on the Client s behalf or any Services provided. If the Client fails to do so, the Bank may: (a) in the case of a Purchase Transaction, sell or transfer the purchased Securities in such manner and on such terms as it thinks fit; (b) in the case of a Sale Transaction, borrow and/or purchase Securities in such manner and on such terms as it thinks fit in order to settle the Transaction; and (c) in any other case, dispose or initiate a disposal of any of the Client's Securities or Securities Collateral in settlement of any liability owed by or on behalf of the Client to the Bank, its Associated Entity or a third person In the event of settlement or delivery failure of a Service Provider or a counterparty in respect of a Purchase Transaction, where the Bank has to purchase Securities in the open market or otherwise to settle the Transaction, the Client shall pay the incidental costs of such purchase and (if such purchase is at a higher price), make good any shortfall The Client shall be responsible to the Bank for all losses, costs, fees and expenses incurred by the Bank resulting from the Client s settlement failures or the Client s failure to meet any of the Client s other obligations to the Bank The Client agrees to pay interest on all overdue balances (including interest arising after a judgement debt is obtained against the Client) at such rates (before as well as after judgement) and on such other terms determined by the Bank in its absolute discretion as the Bank may notify to the Client from time to time. Such interest shall be calculated on a daily basis and payable on the last day of each calendar month or on the Bank s demand Without prejudice to any rights and powers of the Bank under the law or pursuant to the Agreement, the Bank may charge the Client such handling and other fees as the Bank may from time to time prescribe (for all customers) if Client does not give instructions to the Bank for whatever reason in connection with the Client s Securities or assets held by the Bank for such period as the Bank may determine; or (for individuals) if the Client dies, commits an act of bankruptcy or is of unsound mind or (for partnerships/corporations) if the Client ceases to exist or becomes insolvent. The Bank will give 14 days' prior notice to the Client before charging such dormant Account fee which accrues for the first time. In such notice, the Bank will advise the Client how the Client can avoid such fee. If no further action is taken by the Client, the Bank may, without further notice, debit such sum (and all further dormant Account fees accruing on such Account) from the Account until there is no credit balance in such Account, at which point the Bank may close the Account The Bank shall be entitled to delegate or subcontract to, or appoint as Service Provider, such persons as the Bank may from time to time select for the purposes of any of the Accounts, for effecting a Transaction or providing the Services and at the Client s risk. The Client shall bear all reasonable costs, charges, fees, commissions and other expenses of such persons in connection with any Transaction effected or required under any of the Accounts or Services provided Where the Bank instructs a Service Provider to effect a Transaction on, or provide a Service for the Client s behalf, for the avoidance of doubt, the Client consents to the Bank s sharing of commission, or the receipt of rebates, soft dollars, or such other amounts relating to such transactions or contracts with those persons as the Bank reasonably thinks fit, subject to Applicable Law The Bank or its Service Provider shall not be bound or obligated to return Securities bearing serial numbers identical to those deposited or transferred to the Bank or its Service Provider as long as the same returned are of the same class, denomination and nominal amount and rank pari passu with those originally deposited or transferred but subject always to any capital reorganization which may have occurred or affected the Securities in the meantime The Bank or its Service Provider shall incur no liability to the Client for the collection of any coupons, dividends, interest, rights or of drawn bonds, exchange of bonds or shares, payment of calls, payment of insurance premium, or of taxes on documents of title held unless such liability is directly caused by the gross negligence or wilful misconduct of the Bank or its Service Provider Without prejudice to Clause 2.10, the Client acknowledges and agrees that the Client will make its own decision with respect to all Transactions and that the Client will assess whether each 12

10 Transaction is suitable for it in light of its financial situation, investment experience and investment objectives If the Bank provides Services to the Client in relation to derivative products, the Bank will provide to the Client upon request product specifications and any prospectus or other offering document covering such products The Client shall at any time at the Bank s or its Service Provider s request, effect the re-transfer to the Client, or as the Client may direct, of all or any of the Securities previously transferred to the Bank or its Service Provider, and the Bank or its Service Provider may execute and register the transfers required for that purpose. 4A ELECTRONIC INVESTMENT SERVICE 4A.1 The Services of the Bank may be provided through electronic means operated by the Bank for the Client to place orders to sell and purchase or otherwise deal with Securities and investment products, to check on the status of their orders, accounts and holdings and to access and receive certain financial and market information and data regarding the Securities and investment products, or to perform other functions as determined by the Bank from time to time (the Electronic Investment Service ). The Electronic Investment Service and the transactions conducted via such service are subject to the relevant terms and conditions of the Electronic Investment Service and terms and conditions specific to individual systems in relation to Electronic Investment Service posted from time to time by the Bank in its website and/or other channels as determined by the Bank. It is a condition precedent to the Client accessing the Electronic Investment Service that the Client shall have first registered with the Bank as a user of the Bank s Online Banking Service and have read and accepted the relevant terms and conditions for Electronic Investment Service online via the Bank s website. 4A.2 The Client agrees to at all times, in addition to complying with these Terms and Conditions, exercise due diligence and good faith in using the Bank s electronic services in respect of Securities and investment products and comply with such additional terms and conditions as may be prescribed by the Bank from time to time in respect of such electronic services. 5. Payments to Settlement Account 5.1 Subject to any contrary arrangements by the Bank, the Bank shall credit to the Settlement Account (i) the net proceeds of any sales of Securities for the Client s Account after deduction of all related fees and expenses and (ii) all dividends and other distributions received by the Bank or its Service Provider in respect of Securities held by the Bank or its Service Provider on behalf of the Client. The Client agrees that if the Bank shall for any reason fail to receive full or part of the amount in respect of any such Transaction or Securities held for the Client, the payment to the Client shall be limited to the amount that is actually received by the Bank. 5.2 If any of the above amounts is made or received by the Bank in a foreign currency, the Bank shall be entitled to convert it into Hong Kong Dollars, or any other currency (if applicable) for payment into the Settlement Account at such exchange rates as the Bank may from time to time in its absolute discretion deems appropriate. The Bank shall be entitled to charge and deduct from the Settlement Account all costs and expenses incurred by it in effecting such conversion Account Statements 6.1 Account statements will normally be sent to the Client monthly or at such other intervals as may be arranged from time to time or otherwise required under Applicable Law. For the avoidance of doubt, unless otherwise agreed by the Bank, the Bank will not provide monthly statement to the Client in respect of foreign exchange products as determined by the Bank from time to time. The statement shall be in the form and contain the information as the Bank may determine from time to time. No statement, however, may be sent for an account where no entries have been made for the relevant period and there is no holding in the Account. If the Client fails to receive the statement within 7 Business Days after the end of the relevant month or the relevant period and there is holding in the Account during that month or period, the Client will be under a duty to immediately notify the Bank and request a copy of the statement. 6.1A If the Client so requests and the Bank agrees, the Client confirms that the Bank may issue Account statements in electronic form and agrees to receive the same by electronic means. If the Client requests for statements to be sent electronically, the Client will be subject to the relevant terms and conditions as imposed by the Bank from time to time regarding electronic statements. 6.2 The Client agrees to examine each Account statement received from the Bank and notify the Bank within 90 days after delivery, of any alleged error(s) or omission(s) therein. The Client agrees that, if the Bank does not receive any written objection from the Client within such period (or such other period as stipulated in the statement for this purpose, whichever is longer), the Account statement and the entries in the statement shall be conclusive between the Bank and the Client and no claim to the contrary by the Client shall be admissible (except in the case of manifest error, gross negligence or wilful misconduct of the Bank). 7. Disposal of Securities 7.1 Any Securities of the Client received by the Bank may, at the Bank s absolute discretion: (a) (in the case of registrable Securities) be registered in the Client s name or in the name of the Bank s nominee; (b) (in the case of Client's Securities that are subject to the Client Securities Rules) be deposited in safe custody in a segregated account which is designated as a trust account or client account and established and maintained in Hong Kong by the Bank with an Authorized Institution (which may, for the avoidance of doubt, include the Bank) or an Approved Custodian or another Intermediary licensed for Dealing in Securities; (c) (in the case of Client's Securities held outside Hong Kong or otherwise not subject to the Client Securities Rules) be deposited in an account established and maintained overseas by the Bank in such other places or manner as the Bank may deem fit in accordance with Applicable Law; or (d) be accounted for as the Bank deems fit and notified to the Client. Any Securities or Securities Collateral deposited shall be at the sole risk of the Client as regards any laws, regulations, 14

11 orders and/or any acts of warfare, seizure or impairment of property carried out by any government or authority in control of the jurisdiction in which the Securities are situated or held by the Bank and the Bank shall not be obliged to insure the Securities. 7.2 Where Securities are not registered in the Client s name, any dividends, distributions or other benefits arising in respect of such Securities shall, when actually received by the Bank, be credited to any of the Client s Account or paid or transferred to the Client in such manner as agreed between the Client and the Bank. Where the Securities form part of a larger holding of identical Securities held by the Bank for several clients, the Client shall be entitled to a pro-rata of the dividends, distributions or benefits arising from such holding. The Bank shall be free to take such actions as to fractional entitlements as the Bank sees fit. 7.3 The Client may elect, where applicable, to request the Bank in writing to have Securities delivered in accordance with such instructions as the Client may give. In the absence of instructions regarding delivery, the Bank may deliver the Securities in any manner it deems fit. In any event, delivery shall be at the expense and the risk of the Client. 7.4 The Client authorizes the Bank, in respect of Securities Collateral deposited with, or otherwise provided by or on behalf of the Client to: (a) (in the case of Securities Collaterals that are subject to the Client Securities Rules) deposit in safe custody in a segregated account which is designated as a trust account or client account and established and maintained in Hong Kong by the Bank for the purpose of holding Securities Collateral of the Bank with an Authorized Institution (which may, for the avoidance of doubt, include the Bank), an Approved Custodian or another Intermediary licensed for Dealing in Securities; (b) (in the case of Securities Collaterals that are subject to the Client Securities Rules) deposit in an account in the name of the Bank with an Authorized Institution, an Approved Custodian or another Intermediary licensed for Dealing in Securities; (c) (in the case of Securities Collaterals held outside Hong Kong or otherwise not subject to the Client Securities Rules) be deposited in an account established and maintained overseas by the Bank in such other places or manner as the Bank may deem fit in accordance with Applicable Law; (d) register in the name of the Client on whose behalf the Securities Collateral has been received by the Bank; or (e) be accounted for as the Bank deems fit and notified to the Client. 7.5 The Bank may withdraw Client s Securities or Securities Collateral from an account referred to in Clause 7.1(b), Clause 7.4(a) or 7.4(b) in accordance with a Direction or a standing authority of the Client or to deal with them in accordance with the provisions of the Agreement, in accordance with the Client Securities Rules. 7.6 The Client acknowledges and agrees that, the Bank may dispose or initiate a disposal by an Associated Entity of the Bank of any of the Client Securities or Securities Collateral in settlement of 15 any liability (including, for the avoidance of doubt and where applicable, any breach of the terms of the Agreement) owed by or on behalf of the Client to the Bank, the Associated Entity or a third person. 7.7 The Bank shall be entitled to charge the Client with all expenses, fees and commissions incurred or charged by the Bank in connection with all Securities deposited with it or held pursuant to this Clause Cash held for Client 8.1 Any cash held for the Client, other than those received by the Bank for specific on-payment purposes, shall be credited to a Client Trust Account as the Bank shall think fit. 8.2 The Client agrees and acknowledges that no interest may accrue for the Client s benefit on monies retained by the Bank on the Client s behalf in a Client Trust Account. 9. Set-off, Lien and Charge 9.1 In this Clause, references to the Bank shall include references to the Bank and, where the context permits, any member of the Group, jointly or severally. 9.2 Without prejudice to Clauses 7.5, 7.6 and subject to Applicable Law, the Bank may without prior notice to or consent from the Client set off and withhold from, apply and/or transfer any sum, or apply any assets, standing to the credit of any one or more of the Accounts held for the Client (or, if the Client consists of more than one person, any one or more of such persons) with the Bank or any other account or accounts opened and maintained by the Client (or, if the Client consists of more than one person, any one or more of such persons) with the Bank (wherever it may be) against any amounts owing by the Client (or, if the Client consists of more than one person, any one or more of such persons) to the Bank or in or towards satisfaction of any of such Client s obligations or liabilities to the Bank arising in any way whatsoever, whether such liabilities be present or future, actual or contingent, primary or collateral or several or joint and wherever incurred ( Debts ). 9.3 The Client grants to the Bank: (a) a general lien over all Securities, moneys or other property held by or in the possession of the Bank, or the Service Provider for any purpose for any of the Accounts of the Client (or, if the Client consists of more than one person, any one or more of such persons); (b) without prejudice to Clauses 7.5, 7.6 and subject to Applicable Law, the right to debit any of the Accounts held for the Client (or, if the Client consists of more than one person, any one or more of such persons) or any other account or accounts opened and maintained by the Client (or, if the Client consists of more than one person, any one or more of such persons) with the Bank (wherever it may be) with any amount and to dispose of or deal in any such Securities and other property and to apply the proceeds of any such disposal or dealing (and the Bank shall have absolute discretion to determine which and in what manner Securities and other property are to be disposed of or dealt with); (c) the right at any time without notice to combine and/or consolidate all or any of the Accounts held for the Client (or, if the Client consists of more than one person, any one 16