SSECTION 1 TERMS AND C ONDITIONS FOR ACCOUNTS …

11. Footer (address; L8)Verlag Text Light, 8pt/9pt,Sentence case, Center-aligned, JB Reflex Blue Bank Julius Baer & Co. Ltd., Hong Kong branch

Incorporated in Switzerland with limited liability

SECTION 1TERMS AND CONDITIONS FOR ACCOUNTS

In consideration of providing banking and other services to the Client from time to time, these Terms and Conditions, as amended from time to time, together with the terms in the Account Opening Application, will apply to and govern the relationship and all transactions between the Bank and the Client. Please read these Terms and Conditions carefully and make sure you understand them.

SMISCELLANEOUS

1/46BANK JULIUS BAER & CO. LTD., HONG KONG BRANCH

Incorporated in Switzerland with limited liabilityHK-

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SECTION 1TERMS AND CONDITIONS FOR ACCOUNTS

1 DEFINITIONS

1.1 Unless otherwise defined or construed in any other Clause of this Section 1 or in any other Section of the Terms and Conditions, terms and references used in any other Clause of this Section 1 or in any other Section of the Terms and Conditions shall have the same meaning and construction as set out in this Clause 1. Terms and references defined or construed in any other Section of the Terms and Conditions and not defined or construed in this Section 1 shall have the same meaning and construction as set out therein for use in the Client Agreement.

1.2 In the Client Agreement, unless the context requires otherwise:

(a) “Account” means any and all of the accounts (including any custodian or trading account and any sub-account of any description) opened and maintained in the name or on behalf of the Client by the Bank;

(b) “Account Application” means, in relation to any Account, an Account Opening Application and any accompanying documents as signed by the Client and provided to the Bank as the Bank may require from the Client from time to time;

(c) “Affiliates” means any affiliate, office, branch, representative offices, subsidiary, associate and/or associated company of Bank Julius Baer & Co. Ltd., and/or any member of the Julius Baer Group;

(d) “Agents” has the meaning given to such term in Clause 24.1(a);

(e) “Alternative Currency” has the meaning given to such term in Clause 15.1B(a);

(f) “Alternative Investments” means investments in funds, entities or structures which differ from traditional equity or bond investments by reason of their investment strategy, including investments in non-traditional funds, single manager hedge funds and fund of hedge funds, investments in private equity funds and investments in other collective investment vehicles such as limited liability companies and limited partnerships;

(g) “Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, directives, guidelines, codes of practice, notices and circulars (whether of governmental bodies or authorities or self-regulatory organisations or market, exchange, clearing house, trade repository, electric trading platform and depository system and whether or not having the force of law, in relation to which the Bank or any person within the Julius Baer Group is a member or otherwise);

(h) “Application for Facilities” means the Client’s offer to the Bank, by way of application or request in the form or manner as the Bank may specify or otherwise agree (including without limitation in the form of the Bank’s Application for Credit Facilities), for Facilities to be extended by the Bank to the Client;

(i) “Assets” means stocks, shares, marketable securities, cash, funds, Precious Metals, currencies, mutual funds, unit trusts, bonds, notes, certificates of deposit, financial and debt instruments, commodities, financial futures, foreign exchange contracts, options, warrants, swaps and futures contracts of all kinds, investments in Alternative Investments and any other property or assets of the Client, as may be deposited, delivered and/or transferred by the Client to or to the order of the Bank for management or safe-custody or otherwise;

( j) “Authorised Representative” means the person or persons authorised by the Client from time to time to act for and on behalf of the Client in connection with the Account(s) and the Service(s), whose names and specimen signatures have been provided to the Bank, including any person(s) appointed in the Account Application and any person(s) appointed as attorney by the Client under power(s) of attorney notified to the Bank and in respect of whom the Bank has not received from the Client any written notice of revocation or termination of such person’s/persons’ appointment, powers or authority;

(k) “Bank” has the meaning given to such term, and as construed, in Clause 1.4;

(l) “Bank Business Day” means a day (other than a Saturday, Sunday or public holiday) on which the Bank is open for business in the jurisdiction where the relevant Account is opened or the relevant Services are provided;

(m) “Base Currency” has the meaning given to such term in Clause 15.1B(a);

(n) “Cheque” shall include e-Cheque to the extent that they are relevant and not inconsistent with the provisions in Clause 15.4;

(o) “Client” means the person(s) who is/are the holder(s) of the Account and/or in whose name(s) the Account is opened whether solely or jointly and shall include the Client’s successors and assigns;

(p) “Client Agreement” means the Account Application, the Terms and Conditions and any additional terms and



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conditions notified in writing by the Bank, together with any additional agreement, deed or document (including but not limited to Facility Document) between the Client and the Bank or made in favour of the Bank (as the case may be) dealing with other, or additional, aspects of the Services and/or additional Services (including the grant of any Facilities by the Bank), which may in each case, from time to time, be amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion;

(q) “Client’s Investment Model” has the meaning given to such term in Clause 13.1;

(r) “Client Securities” has the meaning given to such term in Clause 15.2(a);

(s) “Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission of Hong Kong;

(t) “Collateral” means any asset (including Assets) acceptable to the Bank and provided by the Client and/or any Security Party to the Bank as credit support and/or security for any or all of the Client’s obligations to the Bank including the Total Liabilities;

(u) “Collateral Value” means such value of the Collateral or Margin as determined solely and conclusively by the Bank (which may include a value of zero) and as may be revised at any time from time to time in the Bank’s absolute discretion;

(v) “Communications” means all correspondence and communications, including but not limited to notices, demands, confirmations, advices, information, materials (including research materials), documents, recommendations and statements relating to the relevant Account, Service, Facility and/or Transaction;

(w) “Confirmation Letter” means letter of confirmation from the Bank (if any) advising its acceptance of the Application for Facilities;

(x) “Connected Company” has the meaning given to such term in Clause 18.1(a);

(y) “Connected Transaction” has the meaning given to such term in Clause 18.1;

(z) “Costs” means costs, expenses (including fees and expenses of legal and other professional advisers on a full indemnity basis, exchange expenses and all other out-of-pocket expenses), disbursements, fees, interests, commissions, charges (including late charges and bankers’ charges), Taxes, fines, penalties, duties, foreign exchange loss, cost of funding (including break funding cost), any costs incurred in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other costs of whatsoever nature and howsoever arising that the Bank in its absolute discretion deems necessary and/or appropriate to incur;

(aa) “Custodian Account” has the meaning given to such term in Clause 15.2(a);

(bb) “Customer Financial Information” has the meaning given to such term in Clause 32.4;

(cc) “Default” has the meaning given to such term in Clause 12.1 of Section 4 – “Terms and Conditions for Financial Transactions”;

(dd) “Designated E-mail Address” means each last e-mail address of the Client or of the Authorised Representative(s) (as the case may be) specified in the Account Application or otherwise supplied by the Client to the Bank (if any);

(ee) “Disclosure Requirements” has the meaning given to such term in Clause 18.2(a);

(ff) “Discretionary Mandate Agreement” has the meaning given to such term in Clause 13.1;

(gg) “Dormant Account” has the meaning given to such term in Clause 9.3;

(hh) “e-Cheque” has the meaning given to such term in Clause 15.4;

(ii) the “Equivalent Amount” of anything shall be its value in the agreed reference currency as determined by the Bank in its absolute discretion;

( jj) “Event of Default” means any of the events specified in Clause 19.1;

(kk) “Facilities” means the Trading Facilities, overdraft, credit, banking and trade finance facilities and accommodation in its widest sense (including such facilities as from time to time amended, modified, supplemented, revised,



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varied or replaced) made available by the Bank to the Client and reference to “Facility” shall mean any one of them;

(ll) “Facility Documents” means any and all of the Application for Facilities, the Confirmation Letters, the Client Agreement, the Security Documents and any other documents which the Bank may from time to time require to be completed, executed and/or delivered in connection with the Facilities and any loan, credit or other agreement or document under or pursuant to which any monies or liabilities whatsoever may, at any time (now or hereafter), be due, owing or payable by the Client to the Bank, whether actually or contingently, solely or jointly and/or severally with another or others or as principal or as surety or otherwise, under or in connection with the Facilities, and any reference to a Facility Document includes that Facility Document as amended, modified, supplemented, revised, varied or replaced from time to time and any document which amends, modifies, supplements, revises, varies or replaces that Facility Document;

(mm) “Fiduciary Placement” has the meaning given to such term in Clause 15.1A(a);

(oo) “Fiduciary Placement Service” means the services made available by the Bank to the Client in relation to Fiduciary Placement;

(pp) “Financial Product” means any securities, futures contracts or leveraged foreign exchange contracts as defined under the SFO. For the purpose of this definition, “leveraged foreign exchange contracts” mean those traded by persons licensed for Type 3 regulated activity under the relevant regulations in Hong Kong;

(qq) “Financial Transaction” means any: (i) foreign exchange transaction; (ii) over-the-counter derivative transaction (including a swap, Option, cap, collar or floor) relating to an Underlying; (iii) forward or futures transaction; (iv) Precious Metal Transaction; (v) traded Option transaction; (vi) combination of one or more of any of the foregoing; and (vii) other transaction as the Bank may from time to time in its absolute discretion determine to be a Financial Transaction;

(rr) “Force Majeure Event” means any event which the Bank determines, in its absolute discretion, is beyond the reasonable control of the Bank and shall include any act of God, calamity, natural disaster, explosion, industrial action, labour difficulties, power failure, malfunction of, error in, breakdown or failure of transmission or communication of information caused by any computer facilities, electronic, electrical or mechanical machine or system or any interception of such transmission or communication facilities, machines or systems, abnormal operating conditions, war, insurrection, act of terrorism, civil strife, sabotage, any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of currencies, commodities, securities, financial instruments or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, or any devaluation, redenomination or demonetisation of the underlying currencies, commodities, securities or instruments embargo, moratorium or any other act of government or other authority (including any change in any Applicable Laws or Taxes), postal or other strikes, closure or suspension of trading on any exchange, board of trade, market or clearing house and/or any act, error, neglect or default, actions or omissions, insolvency or failure in business of any Agent selected by the Bank in good faith or those of any of the Agent’s officers or employees, or other acts beyond the Bank’s control;

(ss) “Guarantee” means any guarantee, SBLC, any other credit or any other instrument whatsoever from time to time issued or entered into by the Bank for or at the request of the Client pursuant to the Facilities under which the Bank incurs a liability (whether actual or contingent) to a third party (including any member of the Julius Baer Group);

(tt) “HKD” means the lawful currency of Hong Kong;

(uu) “HKMA” means the Hong Kong Monetary Authority and/or any successor or other agency or authority performing or assuming its functions or substantially similar functions;

(vv) “Hold Mail Service” has the meaning given to such term in Clause 6.1;

(ww) “Hold Mail Period” has the meaning given to such term in Clause 6.9;

(xx) “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

(yy) “Including” means including without limitation (and related expressions shall be interpreted accordingly);

(zz) “Instruction” means any instruction in connection with the Account(s), Service(s), Transaction or any Asset given or purported to be given by the Client or the Authorised Representative in accordance with the Client Agreement;

(aaa) “IPO” means an initial public offering of any Securities;



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(bbb) “IPO Application” means any application made by the Bank or its nominee on the Client’s behalf for subscription for Securities pursuant to an IPO;

(ccc) “Issuer” means any company, entity or structure which issues Securities;

(ddd) “Julius Baer Group” includes Bank Julius Baer & Co. Ltd. and its successors and assigns and any persons controlled, directly or indirectly, by Bank Julius Baer & Co. Ltd., any person that controls, directly or indirectly, Bank Julius Baer & Co. Ltd. and any person directly or indirectly under common control with Bank Julius Baer & Co. Ltd.;

(eee) “Listing Manual” means the listing manual of the Stock Exchange of Hong Kong as may be amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;

(fff) “Loss” means losses, damages, loss of opportunity, liabilities, claims, actions, suits, proceedings, judgments, demands, Costs, any loss or diminution in value in relation to any Asset, Account, Service, Facility and/or Transaction, and/or any other loss of whatsoever nature and howsoever arising, including without limitation those of direct, indirect, special or consequential, and in relation to any Financial Transaction, shall (without prejudice to the generality of the foregoing) include the cost of funding and loss or cost incurred as a result of terminating, liquidating or re-establishing any hedge or related trading position (including consequential costs, losses, penalties, fines and damages);

(ggg) “Mainland China” means the People’s Republic of China excluding Hong Kong, Macau Special Administrative Region and Taiwan;

(hhh) “Managed Portfolio” has the meaning given to such term in Clause 13.1;

(iii) “Margin” means Collateral, and both terms may be used interchangeably;

( jjj) “Maturity Exchange Rate” has the meaning given to such term in Clause 15.1B(a);

(kkk) “Mechanics of Payment” means any mechanic, method or means as the Client, Security Party and/or any other person(s) uses or would use or implement to effect any payment, delivery or transfer of any monies or assets (including any Assets, Margin and/or Collateral);

(lll) “New Currency” has the meaning given to such term in Clause 10.3;

(mmm) “Nominee” has the meaning given to such term in Clause 15.2(g);

(nnn) “Offering Document” has the meaning given to such term in Clause 12.1;

(ooo) “Person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or any two or more of the foregoing;

(ppp) “Precious Metal” means gold, silver, platinum, palladium and any other commodity stipulated by the Bank from time to time to be a Precious Metal;

(qqq) “Professional Investor” means any person who falls within the definition of “Professional Investor” under Section 3 of the Securities and Futures (Professional Investor) Rules (as amended, modified and/or waived, whether generally or specifically, as applicable to the Bank from time to time) and/or Part 1 of Schedule 1 to the SFO;

(rrr) “Renminbi” or “RMB” means the lawful currency of Mainland China;

(sss) “Research Materials” has the meaning given to such term in Clause 12.25;

(ttt) “Regulation S” refers to Regulation S under the United States Securities Act of 1933 as amended, revised, supplemented, renamed, re-enacted and/or replaced from time to time;

(uuu) “Relevant Transaction” means the investment in Alternative Investments made by the Bank in its own name on behalf and for the account of the Client;

(vvv) “Remuneration” means banking charges, custody charges, rebates, retrocessions, discounts, fees (including brokerage fees), profits (including trading profits from back-to-back transaction), commissions (including soft dollar commission), remuneration, compensation (including distribution channel compensation) and/or other benefits and advantages;



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(www) “SBLC” means a standby letter of credit;

(xxx) “Security Party” means the Client and/or any other person from time to time providing Collateral and/or any person (other than the Bank) who is party to a Security Document;

(yyy) “Securities” means “securities” as defined in the SFO;

(zzz) “Security Documents” means each and every security document creating or evidencing a security, guarantee or other assurance granted in favour of the Bank in connection with the Account(s), Service(s), Facility(ies), Financial Transaction(s) or Transaction(s) or otherwise to assure the performance by the Client of its obligations under any of the Facility Documents or in respect of the Account(s), Service(s), Facility(ies), Financial Transaction(s) or Transaction(s) or otherwise (including without limitation in the form of the Bank’s Memorandum of Charge Over Assets) and any and every other document from time to time executed to guarantee, secure or otherwise assure the performance of the obligations of the Client under any of the Facility Documents or in connection with the Account(s), Service(s), Facility(ies), Financial Transaction(s) or Transaction(s);

(aaaa) “SEHK” means The Stock Exchange of Hong Kong Limited;

(bbbb) “Services” means any and all services made, or to be made, available by the Bank to the Client;

(cccc) “SFC” means the Securities and Futures Commission of Hong Kong and/or any successor or other agency or authority performing or assuming its functions or substantially similar functions;

(dddd) “SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

(eeee) “Specific Investment” has the meaning given to such term in Clause 13.4(a) and “Specific Investment Instruction” means an Instruction given in respect of a Specific Investment;

(ffff) “Statement” has the meaning given to such term in Clause 8.1;

(gggg) “Subscription” means the subscription for IPOs;

(hhhh) “Taxes” means any present or future tax (including any goods and services tax, consumption tax or value-added tax), levy, impost, duty, charge, fee, deduction or withholding of any nature and by whatever name called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed;

(iiii) “Terms and Conditions” means these terms and conditions, which contains Section 1 – “Terms and Conditions for Accounts”, Section 2 – “Disclosure of Information”, Section 3 – “Terms and Conditions for e-Banking and Electronic Instructions”, Section 4 – “Terms and Conditions for Financial Transactions”, Section 5 – “Terms and Conditions for Credit Facilities”, as amended, modified, supplemented, revised, varied or replaced by the Bank in its absolute discretion from time to time;

( jjjj) “Third Party Institution” has the meaning given to such term in Clause 15.1A(a);

(kkkk) “Total Liabilities” means all monies (including all principal, interest, Costs or otherwise), obligations, indebtedness and liabilities which now are or at any time hereafter may be or become due from, or owing or incurred by, the Client to the Bank, whether on or in respect of any Account, or in connection with any Service, Instruction, Facility and/or Transaction or otherwise in whatever currency the same shall be denominated or owing, whether solely or jointly or severally with any other person, whether current or otherwise, whether present, future, actual or contingent and whether as principal debtor, guarantor, surety or otherwise howsoever, including interest and all liabilities in connection with paying, accepting, endorsing or discounting any cheques, notes or bills, or under any Guarantee (whether a claim or demand has been made on the Bank under or in connection therewith);

(llll) “Transaction” means any transaction of the Client, including any Financial Transaction, Relevant Transaction and Subscription, any transaction involving and including Alternative Investments, equities, foreign exchange, Precious Metals, bonds, commodities, interest rates, Securities, market indices and any combination of these, any spot, forward contracts, swaps, options and other derivatives transactions thereof including any structured products incorporating any or any combination of the preceding, as well as any other investments or transactions that the Bank and the Client may from time to time agree; and

(mmmm)words denoting the singular number shall include the plural and vice versa and words denoting any gender shall also include the other gender.

1.3 Headings of clauses and Sections have been inserted for guidance only and shall not be deemed to form any part of the context or be taken into consideration in the interpretation thereof or of the Client Agreement.



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1.4 The expression “Bank” in the Client Agreement shall mean Bank Julius Baer Co. Ltd., acting through its Hong Kong Branch and includes its successors and assigns. The provisions hereof shall remain binding on the Client notwithstanding any amalgamation that may be effected by the Bank with any other person and notwithstanding any reconstruction by the Bank involving/by the formation of, and transfer of all or any of the Bank’s undertaking and assets to, another person and notwithstanding the sale of all or any part of the Bank’s undertaking and assets to another person, with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects and the benefit hereof and all rights hereby conferred upon the Bank may be assigned to and enforced by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank’s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person had been named herein instead of the Bank and the terms of the Client Agreement shall apply to all credit facilities and other accommodation extended to the Client by any amalgamated company as aforesaid or the Bank as reconstructed or any person to which the Bank shall have sold all or any of the Bank’s undertaking and assets in like manner as if such amalgamated company or the Bank as reconstructed or such person were named herein instead of the Bank.

1.5 In the event of any inconsistency between this Section and any other Section of the Terms and Conditions:

(a) the relevant Section of the Terms and Conditions shall prevail in so far as the inconsistency relates to the Service(s) in question; and

(b) this Section shall prevail in so far as the inconsistency relates to the Account(s).

The Terms and Conditions or parts of it may have been translated into another language. If there is any inconsistency or ambiguity between the English version and the other-language version, the English version shall prevail. The Bank accepts no liability, obligation or responsibility whatsoever for any Loss (including, without limitation, consequential Loss) arising from or in respect of any use or reliance on the other-language version e.g. Chinese, if any.

1.6 Where the Client comprises more than one person, the undertakings and obligations of the Client set out herein shall be construed as the joint and several undertakings and obligations of each such person and all references to the Client shall where the context so admits also be construed as a reference to any one or more of the persons constituting the Client.

Where the Client is a partnership, references herein to the “Client” shall include all of the persons from time to time and at any time carrying on business in the name of such partnership jointly and severally and notwithstanding any change in the name of the partnership or any change in the numbers of such partnership by death, retirement or introduction of any partner or any other change in the constitution of such partnership and the liabilities of all such persons shall continue and be binding on the Client notwithstanding any such change.

No person constituting the Client shall be discharged, nor shall such person’s liability be affected, by any discharge, release, time, indulgence, concession, waiver or consent at any time given or effected in relation to any one or more of the other persons constituting the Client.

1.7 Unless otherwise expressly specified in the Client Agreement or unless otherwise agreed by the Bank, where any sum or payment (including without limitation any Total Liabilities or any Costs) is due and payable or repayable, and/or any delivery or transfer of any monies or assets (including any Assets, Margin and/or Collateral) to the Bank is required, by any party (including without limitation the Client, any Security Party and/or any other person), the same shall be immediately due and payable or repayable and/or deliverable or transferable (as the case may be) without notice or further notice (whether oral or otherwise) and the Bank shall be entitled to demand immediate payment or repayment and/or delivery or transfer thereof (whether such demand is made orally or otherwise), and without the Bank being obliged to grant, provide or extend such time to the Client, any Security Party and/or any other person as may be necessary to implement any Mechanics of Payment.

2 MANDATE

2.1 Opening of Account(s)

The Client authorises the Bank, in its absolute discretion, to open and/or maintain an Account in the Client’s name and at any time subsequently to open such further Account(s) of whatever nature in the Client’s name as the Client may direct or as the Bank may in its absolute discretion deem fit. Unless otherwise agreed expressly by the Bank in writing, the Client Agreement shall apply to each and every Account of whatever nature, now or subsequently opened with the Bank.

2.2 Instructions and Authorised Representative

General (for all types of Authorised Representative)



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(A) The Client authorises the Bank to act on any Instruction given by the Client and/or the Authorised Representative, and, in such case, the Client shall complete and execute such form of authorisation as required by the Bank. The Client agrees to ratify and confirm all the acts and deeds of the Authorised Representative in the exercise or purported exercise of the Authorised Representative’s powers, discretion and authority. Until receipt by the Bank from the Client of written notice of the revocation or termination of the appointment, powers or authority (the “Appointment”) of any Authorised Representative, the Bank shall be entitled to act on the Instructions of such Authorised Representative. The Client confirms that the specimen signature(s) of the Authorised Representative provided to the Bank is/are authentic and the Bank is authorised (but not obliged) to act on instructions signed or purportedly signed by such Authorised Representative. The Client agrees that the Bank may transmit data to the Authorised Representative by electronic means using the Bank’s own or third party networks (including the Internet).

(B) The Appointment shall be valid from the date it is signed and shall (to the extent permitted by law) continue in full force and effect until such time as the Client shall give written notice of revocation to the Bank and such notice is actually received by the Bank. Where the Client is an individual, all appointments of Authorised Representatives are revoked upon the Bank receiving notice of the death of the Client. The Client agrees to indemnify the Bank against all Loss arising from or in connection with the exercise or purported exercise by the Authorised Representative of any of the powers conferred by the Appointment, except where and to the extent any Loss is caused directly by the Bank’s wilful default or negligence. In addition, the Bank shall not be liable for any Loss in relation to or arising from the Bank acting on Instructions from the Authorised Representative after the death of the Client but before the Bank has received notice of the same.

(C) The Client agrees that the Bank exercises no control whatsoever over the transactions undertaken by, or any Instruction given by, the Authorised Representative and further agrees that the Bank is under no duty or obligation to monitor or advise the Client on the suitability of any particular order, Instruction, directive or transaction given or undertaken by the Authorised Representative or to ensure that the Authorised Representative adheres to all regulations, codes and guidelines applicable to it. The Client agrees that the Authorised Representative shall bear the sole responsibility of informing the Client of any and all transaction(s) that it may execute for the Client’s account.

(D) The Bank is under no obligation to ascertain or to inquire into the purpose for which any of the powers conferred by an Appointment is exercised and the Client undertakes to ratify and confirm and agree to ratify and confirm all and whatsoever the Authorised Representative shall do, purport to do or cause to be done by virtue of the Appointment, including anything which shall be done between the revocation of the Appointment (whether by the Client’s bankruptcy/insolvency or in any other manner) and notice thereof being given to and actually received by the Bank and declares that as against the Client and persons claiming under the Client, everything which the Authorised Representative shall lawfully do, purport to do or cause to be done in pursuance of the Appointment after such revocation as aforesaid shall be valid and effectual in favour of any person claiming the benefit thereof who before the doing thereof shall not have had express notice of such revocation, and (without limitation to the generality of the foregoing) the Appointment shall be binding on the Client and the Client’s Authorised Representative until written notice of the Client’s death(s) is received by any such person.

(E) The Client further authorises the Bank, subject to Clause 5.2, to accept (in its discretion) Instructions from such Authorised Representative given orally (whether by telephone or otherwise) or transmitted to the Bank by facsimile or e-mail.

(F) Any Authorised Representative shall have no power of delegation or substitution or to give Instructions to close the Account. The Authorised Representative shall have no power to vary the terms of the mandate given by the Client to the Bank regarding the operation of the Account(s), whether pursuant to the Client Agreement or otherwise.

(G) Unless explicitly empowered by the Client, an Authorised Representative is not authorised to do any of the following:

(a) apply for and accept on the Client’s behalf any and all Facility(ies) in respect of the Account(s);

(b) charge, mortgage, pledge and create any other security interest whatsoever over, and deposit with the Bank, any property of the Client upon such terms as the Bank may require to secure repayment to the Bank on demand of all the Client’s liability or indebtedness to the Bank (whether present, future or contingent, including interest and other banking charges); and

(c) execute for and on behalf of the Client any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over, or in respect of, any Asset.

Authorised Representative with FULL POWER

(H) An Authorised Representative with FULL POWER is entitled to do all or any of the following acts and deeds:

(a) to utilise any and all Service(s) made available to the Client (including the Facilities, whether on a secured or unsecured basis, the Trading Facilities and the non-discretionary or discretionary investment services), to enter



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into any and all Transaction(s) and to approve (with or without amendments), sign all agreements, notices, declarations, instruments and any other document required by the Bank from time to time in connection therewith, including the Client Agreement and the Facility Documents, and any amendments, variations or supplements in relation thereto;

(b) to request any information regarding the Account(s) as the Client and/or the Authorised Representative may require, and to receive, examine and verify all confirmations, contract notes, advices, statements of accounts, printed forms, deposit slips, credit advice notes and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s);

(c) to draw, sign, accept and endorse bills of exchange and promissory notes (including bills of exchange and promissory notes signed, accepted or made by the Client and/or the Authorised Representative, or on the Client’s behalf and/or on behalf of the Authorised Representative) drawn upon or addressed to or made payable with the Bank, and to arrange terms with the Bank for the negotiation or discount of any document;

(d) to give, vary and revoke Instructions to the Bank regarding remittances, including telegraphic transfers, and as to the manner in which any money payable by or to the Client (whether periodically or otherwise) is to be paid or dealt with;

(e) to withdraw any or all Asset(s) and to give, vary or revoke Instructions to deliver, dispose of or deal with any Asset (including any Instructions in favour of the Client and/or the Authorised Representative), or for the Client’s benefit and/or the benefit of the Authorised Representative;

(f) to give, vary and revoke Instructions to the Bank (including any Instruction in favour of the Client and/or the Authorised Representative, or for the Client’s benefit and/or the benefit of the Authorised Representative) regarding any and all investment(s) (including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, securities and any derivatives thereof and any other Transaction) and to make any request for the issue of any letter of credit, guarantee, indemnity or counter-indemnity or to give, vary or revoke Instructions in relation to any letter of credit, guarantee, indemnity or counter-indemnity (including any letter of credit, guarantee, indemnity or counter-indemnity in the Client’s favour and/or in favour of the Authorised Representative or in respect of any of the Client’s obligations and/or any obligations of the Authorised Representative); and

(g) generally to do all such other acts and things and take all such other steps and exercise such discretion, rights and powers as the Client could do or as the Authorised Representative may consider expedient or desirable for the purpose of or in connection with all or any of the above matters.

Authorised Representative with LIMITED POWER

(I) An Authorised Representative with LIMITED POWER is entitled to do all or any of the following acts and deeds:

(a) to do any and all act(s) and deed(s) in connection with the management of the Assets in the Account(s), including the purchase or sale of or other dealings in time deposits, foreign exchange, Precious Metals, securities and any derivatives thereof and any other Transaction, securities lending, arbitrage operations and subscriptions, the exercise and sale of subscription rights and investments on a fiduciary basis in any country and currency in the Bank’s name but at the Client’s expense and risk;

(b) to give, vary and revoke Instructions to the Bank regarding the transfer of any of the Client’s Assets to, between or among the Account(s);

(c) to authorise and/or make payments of all fees, charges, commissions, interest, expenses or taxes imposed by the Bank or any other person, including any governmental or other competent authority, in respect of the Account(s), Service(s) and/or Transaction(s);

(d) to request any information regarding the Account(s) as the Client and/or the Authorised Representative may require, and to receive, examine and verify all confirmations, contract notes, advices, statements of accounts, printed forms, deposit slips, credit advice notes and other documents supplied by the Bank recording or setting out any activity or transaction on the Account(s); and

(e) generally to do all such other acts and things and take all such other steps and exercise such discretion rights and powers as the Client could do itself or as the Authorised Representative may consider expedient or desirable for the purpose of or in connection with all or any of the above matters.

(J) An Authorised Representative with LIMITED POWER shall have no power to withdraw any Asset (except where such withdrawal is for the purpose of making any payment in connection with any of the transactions referred to in this Clause).



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Authorised Representative with LIMITED POWER to receive information and access to communications only

(K) An Authorised Representative with LIMITED POWER to receive information and access to communications only is entitled to do all or any of the following acts and deeds:

(a) to request any information regarding the Account(s) as the Client or the Authorised Representative may require, and to receive, examine and verify all confirmations, contract notes, advices, statements of accounts, printed forms, deposit slips, credit advice notes and other documents supplied by the Bank recording or setting out any activity or transaction on the Account;

(b) to collect all Communications retained by the Bank pursuant to the Hold Mail Service and to acknowledge receipt thereof;

(c) to give Instructions to the Bank regarding the destruction of any and all Communications retained by the Bank pursuant to the Hold Mail Service.

2.3 Operation of Account

The Client authorises the Bank to, and the Bank may:

(a) honour and comply with all cheques, drafts, orders to pay, bills of exchange, promissory notes and all other orders for payment whatsoever expressed to be drawn, signed, accepted, endorsed, made or given by the Client or on behalf of the Client drawn upon or addressed to or made payable at the Bank, whether the Account(s) is/are in credit or in debit or may become overdrawn in consequence or otherwise (but always without prejudice to the Bank’s rights to refuse any overdraft or increase of overdraft beyond any limit as may be prescribed by the Bank from time to time);

(b) honour and comply with all Instructions in accordance with the Client Agreement, whether to withdraw monies from any Account, deliver, dispose of or deal with any Asset, but in each case always without prejudice to the Bank’s rights of security therein or set-off against the same; and

(c) grant an overdraft, loan or other Facility or accommodation for the Account(s) and, by way of security, accept as duly signed or executed on behalf of the Client any document creating or evidencing any charge, mortgage, pledge or other security interest whatsoever over or in respect of any Asset provided that each such document shall have been signed by or, in the determination of the Bank, appears to have been signed by, the Client and/or the Authorised Representative.

2.4 Acknowledgements

(a) The Bank, when dealing with Professional Investors, may be exempt from compliance with certain provisions of the Code of Conduct, as well as certain other provisions under the SFO and/or subsidiary legislation made thereunder (the “Exemption”).

(b) Where the Client represents and warrants that the Client is a Professional Investor for the purposes of the Exemption, subject to the Applicable Laws, the Bank may (but is not obliged to) rely on the Exemption in its dealings with the Client.

2.5 Restriction on Short Selling

The Client must notify the Bank, at the time of placing the Instruction to sell securities, if the Instruction relates to securities which the Client does not own, that is, the Instruction involves short selling. The Bank may at its absolute discretion refuse to act on an Instruction to short sell securities. The Client acknowledges and agrees that the Bank has the rights to request delivery of such documentary evidence as it may deem necessary in relation to any short selling order. If the Bank inadvertently accepts or executes any Instruction without the relevant securities being available, the Bank may at its discretion cancel the transaction or obtain the securities from the market or otherwise for delivery. In either case, the Client shall fully indemnify the Bank against all Loss incurred in connection therewith.

3 JOINT ACCOUNTS AND PARTNERSHIP

3.1 Where an Account is opened in the joint names of more than one Client (whether in their own respective capacities or in their capacities as trustees for a beneficiary), each Client in whose joint names such Account is opened agrees that:

(a) it shall be jointly and severally liable for all obligations and liabilities incurred on or in respect of such Account and, without limitation to the generality of the foregoing, each Client shall be jointly and severally liable in



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respect of all Services, Facilities, Transactions or any accommodation which may be granted on such Account, together with all interest, Taxes, commission and other banking charges and expenses thereon; and

(b) in the event of death of any of the Clients in whose joint names an Account is opened, all monies for the time being standing to the credit of such Account and all Assets shall be held by the Bank to the order of the surviving Client(s), but always without prejudice to any right the Bank may have in respect of such monies or Assets arising out of any lien, charge, pledge, set-off, counterclaim or otherwise or to any step which the Bank may deem desirable to take in respect of such Account. Without limitation to the generality of the foregoing, the Bank may suspend any or all of the Services, Facilities or Transactions of the Account until such time as the surviving Clients provide the Bank, in the Bank’s sole opinion, with sufficient supporting documentation to confirm the death of the deceased Client and to indemnify the Bank against any potential claims on the Account from other parties such as the estate of the deceased Client.

3.2 If the Client is, and an Account is opened in the name of, a partnership, any change in the name of the partnership or any change in the members of the partnership by death, retirement or introduction of a partner or partners, or any other change in the constitution of the partnership shall not affect the liabilities of the Client or any partner signing the Account Application, all of which liabilities shall continue and be binding on the Client and all such partners from time to time constituting the partnership which is the Client. The Bank shall be entitled to debit that Account at any time with any sum howsoever due or owed to the Bank by any of the persons in whose name the Account is opened or maintained or from time to time constituting the partnership which is the Client.

4 AVAILABILITY OF SERVICES

4.1 All requests for Services shall be subject to the Bank’s acceptance of such requests. The continued availability of any Service shall be subject to the Bank’s consent, in its absolute discretion, and to the Client’s fulfillment of such conditions (including the execution of further agreements or documents) as the Bank may require. Where the Client in relation to any Account comprises more than one person, any notice, demand and correspondence shall be deemed to be received by all of the persons comprising that Client if it is received (or deemed received) by any one such person (whether or not it is forwarded to or received by any other person(s) comprising the Client).

4.2 The Bank may in its absolute discretion introduce and provide new Services from time to time and notify the Client of the Terms and Conditions governing such new Services. The Client Agreement, insofar as it is not inconsistent with the Terms and Conditions for such new Services, shall continue to apply and be binding on the Client. In the event of any inconsistency, the Terms and Conditions for the new Service shall (unless the Bank in its absolute discretion otherwise thinks fit) prevail.

4.3 The Client acknowledges it may be affected by any curtailment of, or restriction on, the capacity of the Bank to trade in respect of open positions as a result of action taken by the SFC and/or the HKMA under Applicable Laws and/or for any other reason, and in such circumstances, the Client may be required to reduce or close out its open positions with the Bank.

5 COMMUNICATIONS

5.1 General

(a) Unless otherwise agreed between the Client and the Bank in respect of the Hold Mail Service or otherwise, the Bank may in its absolute discretion determine from time to time the relevant mode(s) of delivering any Communications to the Client, and any Communications from the Bank to the Client shall be deemed received if served on the Client (or the Client’s trustee in bankruptcy or legal personal representative or liquidator) or on the Authorised Representative(s) (as the case may be) personally or delivered or sent by post or facsimile to such recipients at the last address and facsimile number or (if the Client has provided the Bank with any Designated E-mail Address) by way of e-mail to the relevant Designated E-mail Address(es), and shall be effective on and from the date of, or the date (if any) specified by the Bank in, such notice or demand, notwithstanding the fact that such notice or demand, if sent by post, may be returned through the post office undelivered or, if sent by e-mail, may be indicated by the system as undelivered.

(b) The Bank shall be under no duty to inquire into the authenticity of any Instruction or the identity or authority of the person giving or purporting to give any Instruction.

(c) The Bank is authorised (but is not obliged) to rely upon and act in accordance with all Instructions regardless of the circumstances prevailing at the time the Instructions were given or the nature or amount of any transaction effected pursuant thereto and, in the absence of any wilful default or negligence on the part of the Bank, notwithstanding any error, misunderstanding, error in transmission, fraud, forgery, or lack of clarity in the terms of such Instructions or lack of authority in relation to the Instructions. The Client acknowledges and agrees that



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the Client is under an express duty to the Bank to prevent any fraudulent, forged or unauthorised Instructions being given.

(d) The Bank may require Instructions to be encrypted and/or to contain such identifying code, test or digital signature as it may from time to time specify, and the Client shall be responsible for any improper use or misappropriation of such code, test or digital signature or failure to encrypt if the Client has acted fraudulently or negligently or in default of any of the security obligations notified by the Bank to the Client from time to time.

(e) The Bank may, in its absolute discretion, without having to state the grounds thereof and without any liability whatsoever, refuse to act upon any Instruction. Without limitation to the generality of the foregoing, the Bank may refuse to act upon any Instruction if:

(i) any Instruction is unclear;

(ii) the Bank receives conflicting Instructions; or

(iii) the Bank believes, in good faith, that any Instruction is fraudulent, forged or unauthorised or that acting on any Instruction may be in breach of any law or regulation or directive applicable to the Client and/or the Authorised Representative and/or any Applicable Law.

(f) Any standing Instruction in respect of the operation of any Account may, in the Bank’s absolute discretion, cease to have any effect upon the Bank receiving actual notice of the death, incapacity, bankruptcy or liquidation of the Client provided that where the Account is opened in the joint names of more than one Client or if the Client is a partnership, the provisions of Clause 3 shall apply.

(g) Without limitation to the generality of Clause 16 and the Risk Disclosure Statement, the Client acknowledges that it is aware of the risks involved in the use of postal services, telephone, facsimile and e-mail, which may include errors in transmission, technical defect, power failure, fraud, forgery, misunderstanding, unintended disclosure or unauthorised interception or manipulation by third parties or any Force Majeure Event. By authorising the Bank to accept Instructions and effect Communications through such means, the Client agrees that it shall bear all such risks.

(h) Without limitation to the generality of Clause 16 or any other provision of this Clause 5, the Client undertakes to indemnify the Bank and to keep the Bank indemnified against all Loss reasonably incurred or sustained by the Bank of whatever nature and howsoever arising out of or in connection with the Bank acting in accordance with any oral, written or e-mail Instruction and the Client agrees to perform and ratify any contract entered into or action taken by the Bank as a result of such Instruction. Notwithstanding the foregoing, the Bank is entitled to not accept or comply with any oral, written or e-mail Instruction without providing any reason to the Client, and may, but shall not be obliged to, require the Client to verify the authenticity of such oral, written or e-mail Instruction to the satisfaction of the Bank prior to the Bank executing such Instruction. In so doing, the Bank shall not be liable or responsible for any Loss incurred by the Client, except where and to the extent the Loss is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.

(i) The terms of this Clause 5 and all of the rights of the Bank hereunder shall apply to, and be conferred on, any of the Affiliates which receives any oral, written or e-mail Instruction, all of which shall be entitled to enforce and enjoy the benefit of this Clause to the fullest extent allowed by law.

5.2 Oral, Facsimile and E-mail Instructions

(a) The Bank is authorised (but is not obliged) to rely upon and act in accordance with any Instruction on the operation of the Account (including making transfers of funds from the Account to any person (including any Client who is a joint account holder of the Account or any Authorised Representative) or securities/payment orders):

(i) which may from time to time be, or purport to be, given orally, whether by telephone or otherwise;

(ii) which may from time to time be transmitted to the Bank by facsimile or similar means or given to the Bank in writing (other than by e-mail) and contains the signature of the Client and/or the Authorised Representative authorising or purporting to authorise its issue in accordance with the signing instructions as set out in the relevant appointment of such Authorised Representative which is in effect at the material time; or

(iii) (if the Client has provided the Bank with any Designated E-mail Address) which may from time to time be transmitted by e-mail(s) sent from the relevant Designated E-mail Address(es) to such e-mail



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address(es) as the Bank may from time to time specify by giving notice in writing to the Client via e-mail or otherwise.

(b) Where the Client and/or the Authorised Representative consists of more than one person, oral and e-mail Instructions from any one of such persons may be accepted and acted on by the Bank notwithstanding any signing instructions set out in the paragraph titled “Signing Arrangement” in the Account Application.

(ba) In addition to, and notwithstanding paragraphs (a) and (b) above or any other provision in the Client Agreement, and without prejudice to the absolute discretion of the Bank to refuse to act upon any Instruction, the Bank may in its absolute discretion determine from time to time impose requirements, measures or restrictions which supplement or qualify what types of or how oral or e-mail Instructions may be accepted by the Bank.

(c) The Client hereby authorises the Bank (but the Bank shall not be obliged) to record oral Instructions from the Client and/or Communications (including face-to-face discussions and telephone conversations) between the Bank and the Client and/or any callbacks made by the Bank by audio recording devices and/or in writing, and, in the absence of manifest error, any such records of the Bank shall constitute conclusive evidence as against the Client of the fact and content of such oral Instructions or Communications. Subject to the preceding sentence, the Client further agrees that a note made by any officer of the Bank (or, as the case may be, any officer of any of the Affiliates, of any oral Instruction or Communications shall, in the absence of manifest error, be conclusive and binding evidence of such oral Instruction or Communications, provided always that the Bank shall not be obliged to cause any of its officers or such officers of such Affiliates to make any note of any oral Instruction or Communications, and the failure to make any such note shall not in any way affect the authorisation herein contained or prejudice the rights of the Bank under the Client Agreement. Any such recording or note shall be the property of the Bank and not of the Client. In relation to oral Instructions and Communications, the Bank may, subject to Applicable Laws, if it deems appropriate (at its sole and absolute discretion), grant any request by the Client to listen to any recording of such oral Instructions and Communications. The Client may be required to execute certain documents in connection with such request and the Bank shall be entitled to charge an administrative fee in that regard.

6 RETENTION OF MAIL BY THE BANK

6.1 The Bank may, if so requested and authorised by the Client, retain all Communications in the Client’s name at the Bank (such service being the “Hold Mail Service”) and will not mail such Communications to the Client in accordance with the Bank’s usual practices.

6.2 The Client acknowledges and agrees that the Hold Mail Service shall not apply to any notices of demand on the Client from the Bank.

6.3 The Client agrees that the Bank shall be under no duty or obligation to read, inspect, act on, advise or notify the Client of any Communications that has been retained by the Bank pursuant to the Hold Mail Service.

6.4 Notwithstanding any requirement in this Client Agreement and/or any other agreements between the Bank and the Client requiring notification to be effected by post, facsimile, personal service or through any other means (as the case may be), any Communications that are retained by the Bank pursuant to the Hold Mail Service shall be deemed to have been duly delivered to the Client on the date it bears or on the date it is issued when retained electronically or physically. The Client agrees that it shall not subsequently raise any argument that it has not been duly notified or informed by the Bank of any matter contained in any Communications that have been retained by the Bank pursuant to the Hold Mail Service.

6.5 Unless the Client has given Instructions for all Communications retained by the Bank to be sent to it at specified intervals, the Client shall, at least once in every period of three months, either collect in person or give Instructions for the collection or disposal of all Communications retained by the Bank. In the case of an Account held in the name of more than one person, the Bank may deliver the Communications retained:

(a) to any one party to such Account; or

(b) to any other party to whom the Bank receives written Instructions from the Client or the Authorised Representative to deliver the Communications.

6.6 Unless otherwise instructed in writing, the Bank may in its absolute discretion destroy any Communications that is retained by the Bank pursuant to the Hold Mail Service for a period of 24 months after the date of its issue or at any time thereafter.

6.7 The Client acknowledges that it shall accept and take full responsibility for the risks in subscribing to the Hold Mail Service, including the following:



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(a) as the Client may not be able to monitor the Account(s), Service(s), Facility(ies) and Transaction(s) with the Bank via the Communications, this may lead to a delay in the detection of any fraud, omission or errors that may occur or arise in connection with the Account(s), Service(s), Facility(ies) or Transaction(s) entered into by the Client, resulting in Loss being suffered by the Client. In addition, the Client is aware that in the event of any delay in notifying the Bank of any fraud or mistake in connection with the Account(s), Service(s), Facility(ies) or Transaction(s), the Client may suffer greater or further Loss and moreover, pursuant to the Client Agreement, the Client may subsequently be precluded from raising any discrepancies, errors or omissions in connection therewith and the record of the Account(s), Service(s), Facility(ies) or Transaction(s) (as the case may be) as stated in the Communications shall be conclusive and binding on the Client;

(b) the Client may not be aware of any amendments or revisions to the Bank’s standard agreements and/or the Client Agreement (including any other standard Terms and Conditions) governing the Account(s), Service(s), Facility(ies) or Transaction(s);

(c) the Client may not be aware of any revisions of or amendments or changes to any information whatsoever in connection with the Bank and the Account(s), Service(s), Facility(ies) or the Transaction(s), including revisions of or amendments or changes to fees, charges, interest, services or procedures; and

(d) the Client understands that it is important to promptly collect in person all contract notes and statements of account and review them in detail to ensure that any anomalies or mistakes can be detected in a timely fashion.

6.8 The Bank may impose a fee at such rate as it may prescribe from time to time for the Hold Mail Service. If the Client fails to make payment of such fee, the Bank shall be entitled to terminate the Hold Mail Service forthwith and the Bank’s liability hereunder shall be fully discharged by the Bank dispatching to the Client all Communications retained at the time of such termination in accordance with the Client Agreement.

6.9 Notwithstanding anything stated herein, the Client agrees that the Bank may, in its absolute discretion and without providing any reason, terminate or suspend the Hold Mail Service or vary the terms thereof by giving 48 hours’ notice of the same to the Client at any one address or facsimile number as may have been provided by the Client to the Bank. The Client may terminate the Hold Mail Service by giving 48 hours’ written notice of the same to the Bank, together with written Instructions to the Bank to either destroy all Communications retained at the time of such termination or dispatch such Communications to a specified address. The authority given by the Client to the Bank in relation to the Hold Mail Service is valid for 1 year (the “Hold Mail Period”) and the Client may request the Bank to renew the Hold Mail Service at or prior to the end of a Hold Mail Period for an additional 1 year. Alternatively, the Bank also may (but is not obliged to) send to the Client a notification before the expiry of a Hold Mail Period, and the Client agrees that unless the Client send to the Bank a notice to revoke the instruction for the Hold Mail Service before the expiry of the Hold Mail Period, the instruction will be automatically renewed for an additional 1 year. If, at the end of a Hold Mail Period, the Client has not requested the Bank to renew the Hold Mail Service and the Bank has not sent to the Client such a renewal notification, the Hold Mail Service will be terminated and the Bank may at any time thereafter resume sending correspondence to the Client’s correspondence address as set out in the Account Application, as amended from time to time, or the Client’s last known address.

6.10 The Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client arising directly or indirectly from the retention of any Communications pursuant to the Hold Mail Service or the dispatch or destruction of any such Communications in accordance with the Client Agreement, except where and to the extent the Loss is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.

7 DEPOSITS AND WITHDRAWALS

7.1 Deposits and withdrawals can be made by the Client in such manner as the Bank may prescribe from time to time. Notwithstanding the foregoing, the Bank may, in its absolute discretion, at any time, without liability or disclosing any reason to the Client, refuse to accept any deposit for or, as the case may be, allow any withdrawal from, any Account, limit the amount that may be deposited or, as the case may be, withdrawn, or return all or any part of the deposit.

7.2 Cash deposits which are not verified immediately are subject to count by the Bank. In the event that the amount on the deposit ticket or receipt ticket differs from that of the Bank’s cash count, the Bank’s count shall, in the absence of manifest error, be final and conclusive. Receipts for deposits and deposit slips are not valid receipts unless they are validated by the Bank’s machine stamp or computer terminal or signed by the Bank’s authorised signatory.

7.3 The Client shall only be entitled to draw on any Account with a credit balance or with pre-approved Facilities granted by the Bank to the Client (subject to the Bank’s pre-approved limit) and shall not be entitled to draw on any other Affiliate. Unless otherwise agreed by the Bank, no deposit in any currency into any Account, howsoever made, shall be available for withdrawal until the Bank has received actual payments of funds into such Account.



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7.4 In the event that the Client has drawn on any deposit in any Account when no actual payment has been received by the Bank, the Client authorises the Bank to reverse the credit entries and to take any other necessary steps without further notice (whether oral or otherwise) to the Client and any such reversal of entries and such other action taken by the Bank shall be binding on the Client.

7.5 If the Client instructs the Bank to credit an Account with the equivalent in the currency in which that Account is maintained of any foreign currency deposits, the Bank shall have the rights to use such rate of exchange for conversion as the Bank may conclusively determine and shall be entitled to recover any Loss (including exchange loss, funding cost and interest) if the Bank fails to receive the requisite payment subsequently or if the payment in foreign currency deposits received by the Bank is less than the Equivalent Amount in the currency of the Account credited by the Bank.

7.6 Withdrawal from any Account shall be made only by the Bank’s drafts, cheques or telegraphic transfers in the currency of that Account or cash. The Bank may, in its absolute discretion, pay the Client in any other currency as may then be in local circulation or, upon the occurrence of a Force Majeure Event, any currency which the Bank deems fit. The conversion of the currency of the Account to the currency of payment shall be at such rate of conversion as the Bank, in its absolute discretion, deems appropriate, which, for the avoidance of doubt, shall be the rate of conversion quoted by financial institutions in any financial centre selected by the Bank in its absolute discretion.

7.7 The Bank’s assets corresponding to the Client’s credits in any foreign currency may be deposited with correspondents established either in the country of origin of the relevant currency or in another country. The Client shall bear, in proportion to its interest, all the economic and legal consequences which may affect all or any of the Bank’s assets in the country of origin of the relevant currency or in another country where the funds are invested resulting from measures adopted by these countries or by other countries or from any event beyond the reasonable control of the Bank, including Force Majeure Events, insurrection, war, acts of terrorism or other acts beyond the Bank’s control.

7.8 The Bank shall validly fulfill its obligations arising from the Account(s) in foreign currencies by crediting or debiting accounts held with the Bank, a correspondent bank or a bank named by the Client. The Client shall bear the risk of insolvency of any such bank named by it.

8 STATEMENT OF ACCOUNT AND CONFIRMATION OF TRANSACTIONS

8.1 The Client undertakes to carefully examine all contract notes, confirmations, advices and statements, printed forms, deposit slips, credit advice notes and any other document (each, a “statement”) supplied by the Bank recording or setting out any transaction and/or details of any activity on any Account, and agrees that, unless the Client objects in writing to any matter contained in a statement within 90 days from the date of the same, the Client shall be deemed conclusively to have approved and accepted as true and accurate in all respects all the matters contained therein, which shall be conclusive and binding on the Client, who shall be deemed to have agreed to waive any right or objections or to pursue any remedies against the Bank in respect thereof, except in the following cases:

(a) unauthorised transactions arising from forgery or fraud by any third party, including any employee, agent or servant of the Client and in relation to which the Bank has failed to exercise reasonable care and skill;

(b) unauthorised transactions arising from forgery or fraud by any employee, agent or servant of the Bank; or

(c) other unauthorised transactions arising from the default or negligence on the part of the Bank or any of its employees, agents or servants.

8.2 Without prejudice to the foregoing, the Bank may, in its absolute discretion and without prior notice to the Client, correct any statement at any time to rectify any error therein. A statement so rectified or corrected shall be binding as between the Bank and the Client.

8.3 Valuations and rates stated in statements on Assets are guidelines and indicative only, and shall not represent actual valuations or rates at which the Assets may be sold or bought. The Bank shall not be obliged to buy or sell at such values and rates. The Client is aware that the statements on Assets are unaudited and may be subject to alteration or correction at any time.

8.4 Alternative Investments may be illiquid and valuation information may not be available. Value(s) of Alternative Investments in a statement is based on the most recent valuation information reported to the Bank. No guarantee or assurance is given by the Bank with respect to the accuracy of any information provided. Subscriptions for Alternative Investments are subject to confirmation of price and quantity, and may result in delay in reporting in the statement. Payment for capital call commitments may not be reflected in the statement. The Bank shall not be responsible for all and any Loss incurred by the Client as a result of any unavailable, delayed or inaccurate information in the statement.



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9 TERMINATION OF BUSINESS RELATIONSHIP

9.1 The Bank reserves the rights, at any time and at its absolute discretion, by giving 30 days’ written notice to the Client, to terminate any or all of the Accounts, Services, or Transactions and any existing business connection. Notwithstanding the foregoing, the Bank may at any time cancel the Facilities or any part thereof and demand repayment of debts of any nature without further notice.

9.2 Upon termination of any or all of the Services, Facilities or Transactions, the Total Liabilities or any sums due and payable to the Bank in respect of the relevant Services, Facilities or Transactions, including the whole or part of any fees or any other sums which are periodically payable (such amounts being correspondingly proportionate to the period which has elapsed prior to the date of termination), shall immediately be paid to the Bank.

9.2A Upon termination of any or all of the Accounts, the Bank is hereby authorised, without notice to the Client or any other person, to sell by public or private sale any or all of the Assets still maintained under the Account and upon such terms and conditions as the Bank may deem fit.

9.3 If the Bank determines that there has been no activity on any Account for an extended period, the duration of which shall be determined by the Bank from time to time in its absolute discretion, or receives notice of the death of the Client, the Bank may designate such Account as a dormant account (each, a “Dormant Account”).

9.4 Upon the designation by the Bank of any Account as a Dormant Account, the Client acknowledges and accepts that the Bank shall, subject to compliance with the Applicable Laws:

(a) not be obliged to send any further statement of accounts to the Client;

(b) be entitled to impose charges in accordance with Clause 11.1, by giving the Client fourteen (14) days’ prior notice before charging any such Dormant Account charges for the first time; and

(c) be entitled to close such Dormant Account except where the Account is designated a Dormant Account solely due to the death of the Client. In such cases, this subsection will not be applicable.

9.5 Notwithstanding the foregoing, if there are exceptional circumstances including (without limitation) the actual or suspected use of any Account for or in connection with any criminal, fraudulent and/or illegal activities or transactions, or where any Account is not in compliance with the provisions of the Foreign Account Tax Compliance Act (the Hiring Incentives to Restore Employment Act, Title V, Subtitle A) of the United States of America (the “FATCA”) or of any regulations, agreements or arrangements pertaining to the FATCA, or of any other laws, regulations, agreements or arrangements on identifying clients or automatic information exchange, where they are applicable to such Account, the Bank may, at any time and from time to time, close, suspend or freeze any Account of the Client without giving prior notice to the Client and also notwithstanding that the relevant Account(s) is or are in credit.

Any such closure, suspension, freezing or conversion of any Account shall not, under any circumstances, discharge, diminish or otherwise affect any accrued, existing or contingent liabilities or obligations of the Client to the Bank.

9.6 Where an Account is closed, the Bank may discharge its entire liability with respect to the Account by giving, together with any relevant notice (when required), a draft or cheque in the currency of the Account (subject to Clause 7.4) without recourse to the Bank as drawer, payable to the Client’s order, in the amount of the credit balance in the Account as at the date of such notice together with such other documents (if any) as may be necessary to transfer to the Client such claims as the Bank may have on such funds. The Bank shall thereafter be released from any further obligation in relation to that Account. Notwithstanding the foregoing, closure of the Account(s) or termination of all of the Services, Facilities and Transactions shall not affect the provisions relating to indemnities and the rights, powers and benefits of the Bank set out in the Client Agreement. No interest will accrue or be paid by the Bank on unclaimed balances from a closed Account.

10 PAYMENTS

10.1 All payments due to the Bank from the Client shall be made promptly to, or to the order of, the Bank on the due date or on demand in the currency in which they are due (unless otherwise required by the Bank). All such payments shall be made in full in immediately available and freely transferable funds without set-off or counterclaim or any restriction or condition. Payments shall be free and clear of and without deduction or withholding for any Taxes, charges or fees of any nature now or hereafter imposed or howsoever arising.

10.2 If, at any time, any deduction or withholding is made or required to be made from any payment due from the Client to the Bank, the Client shall pay to the Bank such amount as may be necessary to ensure that the Bank receives a net amount equal to the amount which it would have received had no such deduction or withholding been required or made.



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10.3 Upon the occurrence of a Force Majeure Event affecting or which may affect the currency of the Account, the Bank may, in its absolute discretion, convert the currency of the Account to another currency which is a freely transferable currency at that time, as determined by the Bank in its absolute discretion (the “new currency”). Every payment for the Account thereafter shall be in the new currency.

10.4 Unless otherwise agreed to in writing between the Client and the Bank, every payment received by the Bank (whether for credit into any Account or in payment of any sum due to the Bank) in a currency other than that of such Account or in which the payment is to be made, as the case may be, may be converted by the Bank, in the Bank’s absolute discretion, at such rate of exchange as the Bank may conclusively determine into the currency of the Account for credit to such Account or the currency in which the payment is to be made, as the case may be, and the Client shall bear the Costs of such conversion. The Bank is authorised to debit the Account with all Costs incurred by the Bank in connection with such conversion.

10.5 If the sum paid by or recovered from the Client is less than the amount then due, the Bank may apply that sum in such manner as the Bank may, in its absolute discretion, think fit, and the Client or the payer shall have no right to make any appropriation.

10.6 Any discharge of the Client or any other Security Party by the Bank shall be deemed to be made subject to the condition that it shall be void to the extent that any security, disposition or payment granted or made to the Bank by such Security Party or any other person is set aside, avoided or reduced pursuant to any provision, law or enactment relating to the dissolution, deregistration, bankruptcy, liquidation, reorganisation or otherwise of such Security Party or such other person (whether as a fraudulent preference or otherwise) or proven otherwise to have been invalid, in which event such Security Party shall make good to the Bank upon demand such amount as shall have been set aside, avoided or reduced as aforesaid, and the Bank shall be entitled to enforce the indemnities herein against the Client or such other Security Party subsequently as if such discharge to the extent aforesaid had not occurred.

10.7 Unless the Bank, in its absolute discretion, otherwise thinks fit, any payment from the Bank to the Client shall be payable only in the currency in which it is due and shall be subject to all Applicable Laws, regulations, rules, customs and usages (including any foreign exchange restrictions or controls) and the sovereign risk of the country of such currency. Without prejudice to the foregoing, any payment obligation of the Bank shall be discharged solely by procuring a credit (that is, by drawing a cheque or bank draft or other instrument on) at any branch or correspondent bank of the Bank or a bank nominated by the Client in the country of the currency and the Bank shall in no circumstances be required to discharge such payment obligations by making delivery of cash.

10.8 Any notice or any certificate as to the amount due and owing to the Bank shall, in the absence of manifest error, be conclusive and binding on the Client if signed by any one officer of the Bank.

11 CHARGES, COSTS, INTEREST AND COMMISSION

11.1 Except in the case of handling retail cash deposits in HKD (where the Bank will normally not impose any administrative charges but reserves the rights to levy a reasonable service charge at rates specified by the Bank from time to time in respect of substantial deposits), the Bank may impose such interest, service charge and/or service fee for any service provided by the Bank or action taken by the Bank in carrying out Instructions relating to the Account(s), Services, Facilities and/or Transactions at such rate and on such basis and interval as prescribed by the Bank from time to time. The Bank reserves the rights to impose a charge if any Account:

(a) is closed at such time;

(b) is designated by the Bank as a Dormant Account; or

(c) has a balance below the minimum amount from time to time prescribed by the Bank.

11.2 The Client shall pay to the Bank on demand and in accordance with any other applicable Terms and Conditions, Costs on any Facility or accommodation granted to the Client and any of its drawings outstanding or sums overdrawn on any Account from time to time calculated at such rate and in such periods as the Bank may prescribe. The Bank shall have the rights to alter its interest and commission rates at any time and the Bank shall advise the Client thereof 30 days before such alterations take effect (unless such alterations are not within the Bank’s control) by way of circular letter or in any other suitable form.

11.3 Unless otherwise specifically agreed by the Bank, the interest on any money due and owing to the Bank (including capitalised interest) shall at the end of each calendar month be capitalised and added for all purposes to the principal sum then due and owing and shall thenceforth bear interest at the rate stipulated by the Bank and be secured (if Collateral has been provided) and payable accordingly notwithstanding that the relationship of banker and Client may have ceased by a demand for monies and/or interest by the Bank or otherwise until the date full payment is received by the Bank (after as well as before judgment). All the covenants and conditions express or implied herein and in any



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other applicable Terms and Conditions and all the powers and remedies conferred by law or hereby or otherwise and all rules of law or equity in relation to the said money due and owing and interest shall equally apply to such capitalised interest and to interest on such arrears.

11.4 Any stamp duties, Costs and any liabilities of any nature, whether in Hong Kong or any other jurisdiction, in respect of any Account, Service, Transaction or other transaction between the Bank and the Client shall be borne by the Client.

11.5 The Client authorises the Bank to debit any such Costs and any other amount due to the Bank under the Client Agreement from any Account and, if necessary, to make the currency conversions at such rates as the Bank may determine.

11.6 The Client acknowledges that withholding or other Taxes may have to be deducted from payments or income on the Assets under Applicable Laws. The Client undertakes to inform the Bank forthwith regarding the Client’s tax status or change thereof that has an impact on whether any Taxes has to be deducted from any payment or income due to the Client or in such other circumstances as may be required by the Bank.

12 NON-DISCRETIONARY BANKING SERVICES

12.1 This Clause 12 is not applicable in respect of any Account in relation to which the Client has executed a Discretionary Mandate Agreement. Where the Client has agreed to the Bank administering the Client’s Assets on a non-discretionary basis, this Clause 12 shall apply and the Client agrees that such Assets shall be administered by the Bank only in accordance with the Client’s specific Instructions, unless such Instructions violate the relevant subscription agreement, information or offering memorandum, prospectus, application form or other offering document or any other relevant document relating to asset(s) to be acquired by the Client, Assets and/or Transaction as determined by the Bank in its absolute discretion, and in each case, as amended, modified, supplemented, revised, varied or replaced from time to time (each, an “Offering Document”). If the latter is the case, the Bank may disregard the Instructions without incurring any liability whatsoever to the Client. The Client accepts and agrees that the Offering Document shall be binding on the Client and all Assets held by the Client and all Transactions of the Client are subject to and shall be in accordance with the Offering Document.

12.2 Notwithstanding anything to the contrary in the Client Agreement, all Instructions given by the Client to the Bank to acquire or dispose of any Asset or to enter into any Transaction shall (subject to Applicable Laws) be irrevocable and any allocation given to the Client shall be binding on the Client, notwithstanding any change in market conditions between the time of the Client’s Instructions and the allocation. However, the Bank may in its absolute discretion decline to act or stop acting on any Instruction without prior notice. In such circumstances, the Bank shall notify the Client as soon as reasonably practicable of its decision but shall not be obliged to disclose any reason therefore. The Client confirms that the Client is aware that there is no guarantee or assurance with respect to the amount of the Assets the Client may be ultimately allocated pursuant to Instructions given by the Client to acquire any Asset, and if none is allocated, all obligations and liabilities arising from the Instructions shall cease. The Client acknowledges and agrees that the Bank shall have absolute discretion to choose the method and the place in which Transactions are executed, to negotiate and execute counterparty and account opening documentation on the Client’s behalf and otherwise act as the Bank considers appropriate in implementing the Client’s Instructions. The Bank shall have no obligation to enter into negotiations with any counterparty on behalf of the Client with respect to any Transaction. The Bank shall accept no responsibility for any representation, warranty or other obligation as agreed by the Client with any third party in connection with any Transaction. The Bank may take such steps as are necessary to enable the Bank to comply with Applicable Laws as determined by the Bank in its absolute discretion. In the case of over-the-counter derivatives transactions, the Bank may effect transactions on behalf of the Client with any counterparty or counterparties of the Bank’s choice and on such terms as the Bank may determine at its discretion.

12.3 The Bank reserves the rights, in its absolute discretion and without giving any reason therefore, to refuse to manage any of the Client’s Assets in accordance with the Client Agreement and any other Terms and Conditions governing the management of Assets by the Bank and/or to act for the Client on any particular transaction.

12.4 Subject to Section 4 – “Terms and Conditions for Financial Transactions” in the Terms and Conditions (where applicable), each sale and/or purchase of any of the Client’s Assets shall be separate and independent from each other and shall be subject to the rules, regulations, by-laws, customs and usages of the place of Transaction and relevant exchange market and clearing house and to Applicable Laws.

12.5 The Client’s Assets shall be held by the Bank for the account of and at the risk of the Client and shall (unless otherwise instructed by the Client in writing) be registered in the name of the Bank or as the Bank shall in its absolute discretion direct.

12.6 The Client represents and warrants, unless specifically stated otherwise and separately notified to the Bank in writing, that the Client’s Assets are and shall remain in the sole beneficial ownership of the Client (other than where the Client is a trustee opening and maintaining an Account for the purposes of a trust, as expressly known to and acknowledged



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by the Bank, in which case the Client represents and warrants that it is the sole legal owner of the Assets duly authorised by the beneficial owner(s) of the Assets to deliver and transfer the Assets to or to the order of the Bank for management or safe custody) and are and shall remain free from all claims and any lien, pledge, mortgage, charge, security or proprietary interest or other encumbrance whatsoever other than any security interest conferred in favour of the Bank.

12.7 The Client undertakes that it shall:

(a) pay all calls (including capital calls in respect of Alternative Investments) and make all other payments due in respect of such Assets held by the Bank when due and ensure that there are sufficient funds available in the respective Account(s) for such calls and payments; and

(b) maintain in full force, validity and effect all governmental and other approvals, authorities, licences and consents required in connection with any Asset, Account, Service, Transaction or otherwise.

12.8 For the avoidance of doubt, the Bank shall be entitled to exercise any and all of the powers set out in Clause 15.2(c) (where applicable) for the purposes of its management of the Client’s Assets in accordance with this Clause 12 (but as if references to Client Securities therein were read as references to Assets and with such adaptations as may be necessary).

12.9 Unless the Bank otherwise agrees and notwithstanding anything to the contrary in the Client Agreement, the Bank will effect orders for the acquisition of assets (on behalf of the Client or on the Instructions of the Client or otherwise) only if the Client has sufficient funds in the Account(s), or the Client has otherwise arranged in advance to make sufficient funds available, for such acquisition and related Costs and amounts. The Bank will only effect orders for the disposal of Assets if such Assets are in the Account(s) free of all liens and encumbrances whatsoever. Unless the Bank agrees otherwise, orders are (or when an order is partially executed, that part of the Order which is not executed, is) valid only for the day on which they are given. The agreement of the Bank to enter into any transaction for the Client’s account is subject to the Client giving such warranties and indemnities requested by the Bank in relation to such transactions. If there is any shortfall of funds, the Bank reserves the rights (but is not obliged) to sell or liquidate the assets which the Client had contracted to buy at such price and in such quantities as the Bank may think fit and recover from the Client any Loss suffered or incurred by the Bank without any prejudice to any other rights which the Bank may have against the Client. In the event that the Client does not own sufficient assets which the Client has contracted to sell, the Bank reserves the rights (but is not obliged) to buy-in the assets and/or to recover Loss and penalty charges, if any, from the Client.

12.10 The Bank may (but shall not be obliged to) from time to time and in its absolute discretion temporarily advance monies to the Client to enable the completion of purchase contracts to take place on or as soon as may be practicable after any due settlement date or to meet management or other charges which fall to be debited to the Account(s). Such advances shall be repaid on demand (and may, in the Bank’s absolute discretion, be debited from the Account(s)) together with accrued interest which shall be charged at such rate as the Bank may in its absolute discretion determine from time to time. Section 5 – “Terms and Conditions for Credit Facilities” in the Terms and Conditions shall apply to any such temporary advances made by the Bank.

12.11 Upon receipt by the Bank of any sale proceeds or other payments (including interest, income or dividends) for the Account of the Client, the Bank is hereby authorised and directed to credit such sums to the Account(s) unless the Client has given to the Bank: (a) specific written Instructions to do otherwise; or (b) standing Instructions to do otherwise which have not been withdrawn and which remain in force.

12.12 Subject to Clauses 12.14 and 12.20 and provided that any withdrawal of Assets is not in conflict with any Applicable Law or the terms of the relevant Offering Document relating to an Asset or the terms of any document or agreement entered into between the Client and the Bank:

(a) the Client may withdraw all or any part of the Client’s Assets upon giving written notice to the Bank in a form satisfactory to the Bank;

(b) such withdrawal, if in cash, shall, if necessary, be made from the proceeds of the sale of such Assets by the Bank and shall be forwarded to a bank account nominated by the Client in the withdrawal notice;

(c) if the Client wishes to withdraw Assets other than in cash, the Bank will arrange for such Assets or for certificates evidencing the same to be forwarded to a financial institution or person nominated by the Client unless such certificates have not yet been received by the Bank, in which case the Bank will arrange for the Client to be so notified and for the certificates to be forwarded to the party nominated by the Client as soon as practicable after the receipt thereof by the Bank.

12.13 The Client shall pay such fees, charges and expenses as may be prescribed by the Bank, including all Taxes, duties, commissions, expenses and charges for or in respect of any custodian, agency, nominee, brokerage, valuation or other



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professional services as the Bank may from time to time prescribe for the Account(s), Service(s), Facility(ies) and Transaction(s).

12.14 The Bank is expressly authorised and directed to deduct any amount due and owing to it by the Client from any monies received by it for and on behalf of the Client or from any monies standing to the credit of any Account. If there are insufficient funds standing to the credit of such Account, the Client shall pay the amount of such shortfall immediately on demand and until payment in full thereof by the Client, the Bank may retain the Client’s Assets by way of general lien. Without prejudice to the Bank’s rights under Section 5 – “Terms and Conditions for Credit Facilities” in the Terms and Conditions, should the Client fail to pay such amount within seven days (or such other period as the Bank may stipulate) after demand by the Bank, the Bank is hereby authorised, without notice to the Client or any other person, to sell by public or private sale any or all of such Assets upon such Terms and Conditions as it may deem fit and to apply the proceeds of any such sale, after deduction of the expenses thereof, in payment or reduction of such amount.

12.15 The Bank and any agent appointed by the Bank shall be entitled to solicit, accept and keep, for its or their own account, remunerations from any broker, any other sub-agent or distributor in respect of any business conducted with such broker, sub-agent or distributor by the Bank or such agent on behalf of the Client in accordance herewith without having to pay over the same to the Client. For further details regarding commission payments, please refer to Clause 30 below.

12.16 The Client hereby irrevocably appoints the Bank and its nominees, agents and authorised officers severally to be the agent and attorney for the Client and in the name and on behalf and as the act or deed of the Client or otherwise, without any reference to or consent from the Client, to execute all documents and to do all things as may be required for the full exercise of all or any of the powers hereby conferred on the Bank or as it may consider expedient in connection with the management of the Client’s Assets in accordance with the terms hereof and the exercise of its powers hereunder.

12.17 At the request of the Bank, the Client shall execute such documents and deeds and perform such acts as the Bank may consider expedient in connection with the Bank’s management of the Client’s Assets in accordance with the terms hereof and the exercise of its powers hereunder. Without limitation to the above, the Client shall not appoint any of the Bank’s employees or representatives to operate the Client’s Account for the purposes of leveraged foreign exchange trading unless a separate discretionary asset management agreement is entered into with the Bank.

12.18 Without limitation to the generality of Clause 16, the Bank and any agent appointed by the Bank shall not be liable for:

(a) any Taxes payable on or in respect of the Client’s Assets;

(b) any diminution in the value of such Assets or the failure to secure a particular level of income or capital gain;

(c) any call, installment or other payment relating to such Assets held by the Bank or any agent appointed by the Bank, or in relation to any such Asset arising or offered by way of redemption, bonus, preference, option or otherwise;

(d) any Loss of any kind which may be incurred by the Client as a result of the management of such Assets unless such Loss is due to the negligence or wilful default of the Bank or its agents or any of their officers or employees (in which event the liability of the Bank shall not exceed the market value of such Assets at the time of discovery of such negligence or wilful default but in no circumstances whatsoever shall the Bank be liable to the Client for any indirect, special or consequential damage whether or not the Bank is aware, or is advised of the possibility, of such damage);

(e) any Loss which may be incurred by the Client as a result of the custodian services which may be provided by the Bank and the Bank shall not be liable for any act or omission of any broker or agent selected by it in good faith; and

(f) any Loss suffered by or occasioned to the Client by: (i) any act or omission or insolvency of any person not associated with the Bank (including a third party, nominee or bank or depository used by the Bank); (ii) the collection or deposit or crediting to an Account of invalid, fraudulent or forged Assets or any entry in an Account which may be made in connection therewith; or (iii) Force Majeure Event.

Each agent appointed by the Bank shall be entitled to enforce and enjoy the benefit of this Clause 12.18 to the fullest extent allowed by law.

12.19 The Bank shall be under no duty or obligation to insure the Client’s Assets for the Client (including, without prejudice to the generality of the foregoing, the risk of loss, damage, destruction or misdelivery of such Assets or any part thereof) and shall not be liable for any loss, damage or destruction howsoever caused, except where and to the extent the loss, damage or destruction is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances



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shall the Bank be liable for any indirect, special or consequential loss, damage or destruction of any kind or nature.

12.20 Any termination of the Client Agreement or the relationship between the Bank and the Client and any return of the Client’s Assets by the Bank to the Client, whether or not following termination, shall be without prejudice to the rights of the Bank to settle any Transaction entered into or liability incurred by the Client hereunder or by the Bank or any agent on behalf of the Client prior to termination. The Bank shall promptly return any of the Client’s Assets held by it to the Client after all transactions and liabilities have been settled.

12.21 Where required by the Applicable Laws, the Bank shall issue the Client with:

(a) a transaction advice confirming the execution of the Client’s Instructions; and

(b) contract notes, statements of account and receipts in respect of the transactions and activities in the Account(s),

at such times and in such manner as prescribed under the Applicable Laws.

Furthermore, the Client consents to the Bank waiving compliance with the requirements of paragraph 8.2 of the “Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission” in respect of providing prompt confirmation of executed orders (excluding options). The Bank may provide confirmation of such executed orders (excluding options) in such form and within such timeframe as the Bank determines in its absolute discretion.

12.22 The Client represents and warrants to the Bank that it has received, read and understood the relevant Offering Document(s) issued in relation to any Asset which the Client intends to acquire and represents and warrants to the Bank that it is eligible thereunder to acquire such Asset, that its participation and acquisition is not in breach of the Offering Documents, any Applicable Laws or any applicable taxation, exchange control, legal or regulatory requirement applicable to its Document(s) and Applicable Laws, and that it shall not give any Instruction to the Bank which is in conflict with the Offering Document(s) or Applicable Laws or requirements described above. The Bank shall assume no responsibility for the ongoing compliance by the Client with the Offering Documents and Applicable Laws, or for the validity of the Offering Documents. All representations and warranties made by the Bank on behalf of the Client shall be made solely based on information received from the Client or an Authorised Representative and the Client shall indemnify the Bank in accordance with Clause 16 for any representation or warranty not being true at any relevant time.

12.23 The Client acknowledges and agrees that, subject to Applicable Laws, the Bank accepts no responsibility to send to the Client any Offering Document and the Bank takes no responsibility for the contents of any Offering Document. In relation to derivative products (including options), the Bank shall provide to the Client upon request product specifications and any prospectus or other offering document covering such products. The Bank also makes no representation as to the performance or future performance of any asset in which the Client intends to invest and the Client acknowledges that it has not relied on any information, views or advice provided by the Bank or its employees or agents in making any decision to invest in any asset.

12.24 The Bank reserves the rights to make allocations in such manner as it determines in its absolute discretion. Accordingly, if the Client requests for assets to be acquired, the Client may not be allocated the full quantum which it had requested for. The Bank shall not accept requests to alter or waive allocations after the event.

12.25 The Bank may from time to time provide the Client directly or indirectly with reports, analyses or other materials and information in relation to specific assets or generally in relation to investments or markets (collectively, the “Research Materials”). The Client understands and agrees that:

(a) all Research Materials are provided to the Client strictly for its own use and making available to the Client any Research Materials shall not by itself constitute solicitation of the sale or recommendation of any product or service, or an offer or invitation to the Client to acquire any Asset;

(b) the Bank is not obliged to provide the Client with any Research Materials and that the Client should, before entering into a Transaction with the Bank, consider its own circumstances and understand the features, terms and risks of the relevant product or service, and it should contact the Bank if it has any questions on such product or service;

(c) if the Bank does provide such Research Materials, it is not provided as a required Service, nor does the Bank act as an advisor or fiduciary and reliance upon such Research Materials is at the Client’s own risk; and

(d) the Bank shall be under no liability for the accuracy and completeness of any Research Material, the performance or outcome of any investment made or Transaction entered into by the Client after receipt thereof, irrespective of whether or not such Research Material, advice or recommendation was provided at the Client’s request. Accordingly, any risks associated with and any Loss suffered as a result of the Client making any investment or entering into any Transaction are for the Client’s account.



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12.26 This Clause 12.26 shall apply to Subscriptions, in addition to and without prejudice to the generality of the other applicable terms in the Client Agreement.

(a) The Client may from time to time make Subscriptions through the Bank as its agent/nominee at such final placement price fixed or to be fixed by the relevant Issuer and/or the placing agent(s). The Subscriptions shall be made for the Client’s Account(s) and at the Client’s risk. The Client hereby authorises the Bank to complete and sign, on the Client’s behalf, any and all such Offering Documents in relation to any Subscription which shall be binding on the Client. The Client agrees to immediately sign all documents when required by the Bank in connection with any Subscription. The Client further agrees that the Bank may but is not obliged to dispose of, sell and realise the Securities acquired by the Client pursuant to the Subscription if there are insufficient funds in the Account and/or if the Client fails to immediately upon request by the Bank (whether such request is made orally or otherwise) sign any document required by the Bank for any Subscription, and the Client shall be liable for any shortfall to the fullest extent if the sale price is lower than the Subscription price.

(b) In respect of any Subscription, the Client agrees to be bound by and the Client is at all times in compliance with all requirements contained in the Offering Documents, Applicable Laws, the Client Agreement and/or such further terms and conditions as the Bank may in its absolute discretion as it deems fits impose from time to time. The Client shall at any time upon request by the Bank (whether such request is made orally or otherwise), promptly confirm to the Bank in writing the Client’s compliance with such requirements. The Client shall promptly provide the Bank with all documents and information as may be required by the Bank in its absolute discretion in connection with any Subscription, including those required under and/or pursuant to Offering Documents or any Applicable Laws and the Client agrees that any delay or failure on the Client’s part may result in the Subscription being declined or investments being compulsorily redeemed or blocked, and/or Loss to the Client.

(c) The Client irrevocably instructs the Bank to debit the Client’s Account(s) with the Bank with the amount of the Total Liabilities payable with respect to the Subscriptions. The Client confirms that the Client is aware that there is no guarantee or assurance with respect to the amount of the Securities the Client may be ultimately allocated or placed with, and if none is allocated or placed, the agreement between the Client and the Bank for the Subscription will immediately be terminated and all obligations and liabilities in respect of the Subscription shall cease.

(d) The Client hereby represents, warrants, acknowledges and agrees (which representation, warranty, acknowledgement and agreement will be deemed to be repeated by the Bank on each date on which a Subscription is effected by the Client) that, in connection with any and all Subscriptions:

(i) The Client has read, received and understood the Offering Documents and has only relied on the information and representations therein and agrees to be bound by its terms, and has not relied on any information or Communications supplied or made by the Bank, it being understood that any such Communications shall not be considered investment advice or a recommendation to effect a Subscription nor a representation or warranty in respect of the Securities, including but not limited to, levels of indication of interest and the level of applications.

(ii) Each Subscription is effected by the Client as principal and for the purposes of investment and the Client has received all the information the Client believes is necessary or appropriate in connection with such Subscription.

(iii) Each Subscription is the sole subscription placed by the Client for the Securities and other than the Subscription effected through the Bank, the Client has not and will not effect Subscription for the same Securities again whether directly or through agents/nominees and the Client does not hold or have any Securities of the Issuer or interest in the issued share capital of the Issuer prior to the Subscription (except as permitted under Applicable Laws).

(iv) The Client will not hold the Bank or its Affiliates, officers or employees responsible for any misstatements in or omissions from any publicly available information concerning any Issuer, Subscription or Offering Document. The Client shall not bring any claim whatsoever against the Bank and its Affiliates in relation to any Subscription, Securities or Offering Document or in respect of any and all Loss suffered or incurred howsoever arising including Loss in connection with any document, announcement or communication in relation to any Subscription, Securities or Offering Document.

(v) The Client is and will be in compliance with all requirements, and eligible for the Subscriptions under, Applicable Laws and the Offering Documents (including the selling restrictions and other requirements therein), and shall bear sole responsibility for ensuring compliance thereto. The Client will not offer, sell, pledge, transfer or otherwise dispose of any of the Securities in any jurisdiction or to any person or in any circumstances which is not in compliance with Applicable Laws or the Offering Documents. To the extent that the Securities are listed or to be listed on the Stock Exchange of Hong Kong or Singapore,



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or, where applicable under the listing rules of any other jurisdiction in which the Securities are listed or to be listed or required under the relevant Offering Documents, the Client warrants and represents that the Client and its ultimate beneficial owner(s) are independent of (and act independently of), and not connected (or deemed connected), pursuant to Applicable Laws and the Offering Documents, with any relevant person(s) including the Issuer, any director, chief executive, substantial shareholder, employee (or promoter or supervisor, in the case where the Issuer is incorporated in the People’s Republic of China) of the Issuer or any of its respective subsidiaries, or any of their respective associates (as defined in the listing rules of the relevant stock exchange) or of the underwriters, lead manager or broker, distributors or their respective connected clients or any person(s) connected with, related to or associated with the Issuer (or such equivalent person(s) pursuant to Applicable Laws and the Offering Documents), if any, (together “Related Parties”).

(vi) The Client is not accustomed to and is not taking instructions from Related Parties or their respective associates in relation to the Subscription, voting rights or disposition of Securities in the Issuer and the Client is not directly or indirectly funded by the Related Parties.

(vii) The Client has not entered and will not enter into any agreement or understanding (whether formal or informal) to co-operate or otherwise act in concert with any person or persons to, or with a view to, control and/or manipulate the market for the trading of the Securities in such manner as to prevent or adversely affect the establishment of an orderly market for trading or in a manner contrary to Applicable Laws.

(viii) The Client shall bear sole responsibility for ensuring that all Disclosure Requirements and all other reporting requirements under Applicable Laws including reporting requirements of any exchange, trade repository, clearing house or agent arising from any Transaction, all consent, exemption or other requirements under Applicable Laws and the Offering Documents, are strictly complied with and the Bank is not under any obligation to inform the Client of such requirements.

13 DISCRETIONARY ASSET MANAGEMENT

13.1 This Clause 13 shall apply where the Client has entered into a discretionary asset management agreement with the Bank (the “Discretionary Mandate Agreement”). Pursuant to the Discretionary Mandate Agreement, the Client shall select an appropriate investment model (the “Client’s Investment Model”) which shall take into account the Client’s financial and personal circumstances as well as its willingness and ability to take risks. Based on the Client’s Investment Model, the Bank may in its absolute discretion construct a portfolio for the Client (the “Managed Portfolio”). The Client authorises the Bank to review and adjust the Managed Portfolio from time to time without further Instructions from the Client.

13.2 The Bank may, from time to time, in its absolute discretion and subject always to the Client’s Investment Model, on the Client’s behalf and at the Client’s risk, in respect of the Managed Portfolio:

(a) buy and/or sell in cash or on a forward basis any deposit, Precious Metal, currency, money and capital market investment and any investment instrument derived from any of the foregoing or any combination thereof;

(b) buy and sell in cash or on a forward basis, any investment in domestic and offshore investment companies, investment funds, collective investment and fund-like instruments (including funds of funds, traded funds, in-house funds, unit trusts, limited partnerships), non-traditional investment instruments (including hedge funds and private equity investments), Alternative Investments, real estate-related investment instruments and capital market investment, Securities and any investment instrument derived from any of the foregoing or any combination thereof;

(c) carry out investments on a fiduciary basis in any country and currency in the Bank’s name or otherwise;

(d) execute any type of transaction on any futures and options market;

(e) decide to use or refrain from using measures to hedge against price, currency or interest risks and select investment instruments which, in the Bank’s absolute discretion, appear appropriate for such purpose (including any other measures with the intention to optimise return on existing investments); and

(f) carry out any and all other transaction(s) as the Bank may determine from time to time.

13.3 The Bank is authorised (but not obliged) to take whatever action the Bank deems appropriate in its absolute discretion regarding the exercise of any rights conferred by or on any holder of any of the Assets comprising the Managed Portfolio at any given time. The Bank will not exercise any voting rights unless there exist specific instructions given by the client on a case by case basis.



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13.4 (a) The Bank may in its absolute discretion act on any Instruction given by the Client to carry out a specific transaction (each, a “Specific Investment”) in respect of the Managed Portfolio provided that such Specific Investment is in accordance with the Client’s Investment Model. The Client agrees that the Bank shall be under no duty or obligation to monitor the performance of any Specific Investment and shall assume no liability in relation thereto.

(b) The Client confirms that the Client’s Investment Model and Specific Investment Instructions take into account the Client’s financial and personal circumstances as well as the Client’s willingness and ability to take risks. The Client acknowledges and agrees that the Bank shall assume no liability in relation to the Client’s Investment Model.

(c) The Client acknowledges that investments made in accordance with the Client’s Investment Model and/or the Specific Investment Instructions may result in significant exposure to particular types of investments which may increase portfolio volatility.

13.5 The Bank may impose a fee at such rate as it may prescribe from time to time for the services provided under the Discretionary Mandate Agreement.

13.6 Without prejudice to Clause 16, the Bank shall not be responsible for or liable to the Client for any Loss which the Client may suffer or sustain as a result of or in the course of discharge by the Bank of its duties under or pursuant to the Discretionary Mandate Agreement (including any Loss arising in connection with any Specific Investment) except where and to the extent such Loss is caused directly by the negligence or wilful default of the Bank.

13.7 Without prejudice to Clause 9, either the Client or the Bank may terminate the Discretionary Mandate Agreement at any time by giving 48 hours’ written notice to the other party. Upon termination of the Discretionary Mandate Agreement:

(a) the Bank shall not take any further action in relation to the Managed Portfolio or any part thereof except to settle any transaction entered into, or liability incurred, by the Client or by the Bank or any agent on behalf of the Client thereunder prior to termination; and

(b) the Client and/or the Authorised Representative shall provide Instructions to the Bank in relation to the Assets comprising the Managed Portfolio. In the absence of any such Instruction, the Bank shall be entitled, in its absolute discretion, to take such action as it shall deem appropriate in relation to such Assets, including the liquidation, transfer and disposal of any Asset on such terms as the Bank may deem fit, close all open contracts entered into by the Bank on behalf of the Client under the Discretionary Mandate Agreement and liquidate the Managed Portfolio and investments or any part thereof, make any conversions at such rate of exchange as the Bank may conclusively determine and in its absolute discretion deem fit and/or take such action as the Bank shall deem appropriate in relation to the Managed Portfolio. In the event that the Bank liquidates the Managed Portfolio or any part thereof, the Bank’s duty is limited to selling the Assets comprising the Managed Portfolio at prevailing market prices in good faith.

13.7A If the Bank suspects or has been notified that:

(a) there is a death, incapacity, insolvency, bankruptcy, winding up or dissolution of a Client; or

(b) the Account and/or any Asset is being used for illegal purposes; or

(c) the Account monies and/or any Asset are not owned by the Client; or

(d) the Account monies and/or any Asset or persons connected thereto appear to be connected to any individual or entity that is subject of a regulatory or international sanction; or

(e) there is a dispute over the ownership of part or all of the Account and/or any Asset; or

(f) there is a dispute between joint account holders of the Account or the officers of a Client that is a corporate body;

then, until the matter is resolved to the Bank’s satisfaction, the Bank may either (i) freeze the Managed Portfolio in whole or in part and refuse to carry out transactions or otherwise operate the Account normally; or (ii) limit any transactions contemplated within the Discretionary Mandate Agreement to those which the Bank considers will conserve, rather than enhance, the value of the Managed Portfolio. In such circumstances, the Bank may take professional advice and the Bank shall incur no liability for any direct or indirect Loss or profit or Loss of profit to the Client or any other person.

13.8 In the event that any or all of the Assets comprising the Managed Portfolio is/are used as Collateral for the Service(s),



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Facility(ies) or Transaction(s), the Client acknowledges that any margin level imposed by the Bank in relation thereto may affect investment decisions made by the Bank in respect of the Managed Portfolio and agrees that the Bank may exercise any of its rights in respect of the Collateral (including its rights under Clause 14) notwithstanding its obligations under the Discretionary Mandate Agreement. Nothing in this Clause 13 shall prejudice the Bank’s rights in respect of any part of the Collateral.

13.9 The Client agrees that the Bank may, subject always to the Bank’s obligations of confidentiality under Clause 17, outsource services under the Discretionary Mandate Agreement to any person whether in or outside Hong Kong, (including any member of the Julius Baer Group) whether in or outside Hong Kong, and, without prejudice to the Bank’s rights under Section 2 – “Disclosure of Information” in the Terms and Conditions, the Client authorises the Bank to disclose any and all Customer Information to such person (including information relating to the Discretionary Mandate Agreement and the Assets comprising the Managed Portfolio).

13.10 The Bank may, at its absolute discretion, effect Transactions on any market, negotiate and execute counterparty and account opening documentation on the Client’s behalf and take all routine or day-to-day decisions and otherwise act as the Bank considers appropriate in managing the Managed Portfolio. The Bank may take such steps as are necessary to enable the Bank to comply with Applicable Laws as determined by the Bank in its absolute discretion. In the case of over-the-counter derivatives transactions, the Bank may effect Transactions on behalf of the Client with any counterparty or counterparties of the Bank’s choice and on such terms as the Bank may determine at its discretion.

13.11 Without prejudice to the generality of Clause 26, the Client acknowledges and agrees that:

(a) the Bank may undertake investments on behalf of the Client pursuant to a Discretionary Mandate Agreement, the issue or offer of sale of which has been issued, operated, underwritten, offered, advised, managed or arranged by the Bank or an Affiliate; and

(b) the Bank may receive Remuneration in respect of any investments and transactions undertaken by the Bank on behalf of the Client pursuant to a Discretionary Mandate Agreement and shall not be liable to account to the Client for any such benefits made or received from or by reason of such investments and transactions, which may be in addition to the fee paid by the Client for the Services provided by the Bank pursuant to a Discretionary Mandate Agreement.

14 COLLATERAL

14.1 Collateral or Margin may be required by the Bank for Accounts, Services, Facilities and/or Transactions. As security for the Client’s obligations to the Bank and the Total Liabilities, the Client shall provide and/or maintain, and/or procure that any Security Party provide and/or maintain at all times sufficient Collateral or Margin as determined by the Bank in its absolute discretion. Any security created is without prejudice to any other Collateral, Margin or security which the Bank may now or hereafter hold from the Client or any Security Party or on the Client’s Account, and may be enforced without first having recourse to any other Collateral, Margin or security or any other person(s) whatsoever, nor shall such security prejudice any rights the Bank may have in law or otherwise including the right of lien, set-off or combination or consolidation. Any security created shall remain in full force and effect as a continuing security unless and until the Bank discharges it and shall not be limited by any intermediate payment or satisfaction of the Total Liabilities.

14.2 The Collateral Value may be revised at any time from time to time in the Bank’s absolute discretion. The Bank may determine at any time in its absolute discretion that the Collateral Value is zero, notwithstanding that the market value is otherwise. The Bank may require, from time to time, additional Collateral or Margin to meet the requirement for Collateral or Margin prescribed by the Bank from time to time for the relevant Accounts, Services, Transactions and/or Facilities.

14.3 Collateral or Margin acceptable to the Bank may include any currency, cash, security, securities, Precious Metal or other property or assets (including Assets) (including funds, bonds, notes and other financial instruments or other interests of the relevant Security Party) as the Bank may in its absolute discretion deem fit.

14.4 The Client shall, and, where applicable or if required by the Bank, shall procure that any other Security Party and/or any other person(s) shall, provide upon demand (whether such demand is made orally or otherwise) such Collateral or Margin or additional Collateral or Margin in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Collateral or Margin).

If the Collateral Value or value of any Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion without limitation to all its other rights and remedies) take such action as it deems fit, including:



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(a) requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise), provide the Bank with additional Collateral or Margin in such form and value acceptable to it and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Collateral or Margin); and/or

(b) immediately selling or realising any and/or all of the Collateral or Margin or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 14.4(a) or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Collateral or Margin and such time granted, provided or extended has not expired. All expenses and charges incurred thereby shall be borne by the Client on a full indemnity basis.

14.5 The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client’s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank’s security interest in the Collateral, Margin or any part thereof and the Bank’s title to the security thereby constituted or intended to be constituted by the Collateral or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation.

14.6 The Client shall not, and shall procure that any other Security Party shall not, sell, transfer, assign, encumber, pledge, create any further mortgage or charge or lien over or security interest in, dispose of or otherwise deal with the Collateral, Margin or any part thereof or any interest therein without the prior written consent of the Bank.

14.7 Notwithstanding: (a) that the Bank may be appointed as a custodian, agent or otherwise, or if the Bank has expressly agreed to act in any other fiduciary capacity for all or part of the Collateral or Margin; or (b) any obligation of the Bank under the Discretionary Mandate Agreement, the Bank may, upon the enforcement of its rights in respect of the Account(s), Service(s), Facility(ies) and Transaction(s), sell, dispose of, realise or otherwise deal with the Collateral or Margin as the case may be, as the Bank may in its absolute discretion deem fit without incurring any liability whatsoever or howsoever in respect of such capacity or, as the case may be, under the Discretionary Mandate Agreement.

15 PRODUCT TERMS AND CONDITIONS

15.1 Deposit Services

(a) Current Account

(i) The Client may open any Account as a current Account.

(ii) The Client acknowledges that each current Account is non-interest bearing and that all internal and external funds transfers associated with the Account(s), Service(s), Facility(ies) or Transaction(s) are normally processed through a current Account of the relevant currency. Notwithstanding that current Accounts are non-interest bearing, the Bank may apply negative interest rates on cash balances in any currency.

(iii) The Client may make deposits to a current Account in person or by transfer from any bank, any other Affiliate by way of cheque or other instrument as may be acceptable to the Bank. All cheques or other instruments received after the normal clearing time shall be deemed to be received for the Client’s account on the following Bank Business Day or as otherwise required by the applicable clearing house or market practice in respect of the currency of that cheque or instrument. The Bank shall not be liable for any Loss of any cheque or other instrument in transit or otherwise (except where and to the extent the Loss is a direct consequence of the Bank’s negligence or wilful misconduct) and may impose a collection fee for deposit of foreign currency cheques or instruments and all inward remittances.

(iv) Deposits in cash shall be subject to such limits and service fees as the Bank may determine from time to time and the Bank may, in its absolute discretion, refuse to accept any deposit (by whatever manner), in particular, if any information regarding the origin of such deposit is insufficient or unsatisfactory.

(v) Without limitation to the generality of Clause 7, the Bank reserves the rights to refuse to accept any cheque or other instrument for the Client’s account that is payable to a third party, even if such cheque or other instrument is endorsed in the Client’s favour.

(vi) Cash withdrawals in foreign currency and large HKD amounts are subject to prior notice being given



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to the Bank and availability of the relevant currency. The Bank may impose a service fee for such cash withdrawals.

(b) Call and Time Deposit

(i) (A) Call and time deposits are available in a number of currencies and amounts on terms acceptable to the Bank.

(B) Any interest on deposits, whether payable by the Bank or chargeable by the Bank (i.e. negative interest rate), will accrue daily:

(a) in respect of a time deposit, up to the day prior to its stated maturity at a rate agreed by the Bank; and

(b) in respect of a call deposit, up to the day prior to its withdrawal at the daily prevailing interest rate determined by the Bank, on the basis of a 365-day year or a 360-day year as the Bank may specify in accordance with market convention.

(C) Deposits which mature on a day which is not a Bank Business Day shall become payable on the first Bank Business Day following such day, unless otherwise determined by the Bank.

(ii) In the absence of Instructions from the Client to the contrary, the Bank is authorised (but not obliged) to renew upon the maturity thereof a deposit in the name of the Client on the same Terms and Conditions and for the same tenor applicable thereto immediately prior to such renewal or on such other Terms and Conditions and for such tenor as the Bank may in its absolute discretion deem appropriate.

(iii) Where, upon the Client’s Instructions, deposits which have matured are not renewed, such deposits shall, together with any accrued interest payable by the Bank or, where interest is chargeable by the Bank (i.e. negative interest rate), with the accrued chargeable interest debited therefrom, be paid into the Client’s current account in the same currency as the proceeds from the matured deposit.

(iv) Charges and/or forfeiture of interest that would otherwise be payable by the Bank may arise if a time deposit is withdrawn early or partially.

15.1A Fiduciary Placement

(a) The Bank is authorised to act as the Client’s agent to make placements (each, a “Fiduciary Placement”) with such banks or other fiduciary institutions in any jurisdiction, including any member of the Julius Baer Group (each a “Third Party Institution”), in accordance with the Client Agreement.

(b) The Client may, from time to time, give Instructions to the Bank in respect of the placement and/or renewal of the Fiduciary Placement provided that the Bank shall be under no obligation to act on any such Instruction unless the same is received not less than three Bank Business Days prior to the date of placement and/or renewal. Such Instructions shall stipulate the tenor, the currency and the amount to be debited from the Account and placed as Fiduciary Placement.

(c) The Bank shall, in its absolute discretion, determine the Third Party Institution with which it will place the Fiduciary Placement. The Bank may comply with the Client’s request to place the Fiduciary Placement with a particular Third Party Institution provided that the Bank shall not be liable in any manner whatsoever for complying with such request and the Client agrees to fully indemnify the Bank against all Loss incurred or arising therefrom.

(d) The Bank shall place the Fiduciary Placement in its own name but for and on behalf of the Client and at the sole risk and expense of the Client.

(e) If the Client fails to give Instructions to the Bank for the renewal of any Fiduciary Placement, the Bank is hereby authorised (but not obliged) to renew such Fiduciary Placement on the same Terms and Conditions and for the same tenor applicable thereto immediately prior to such renewal or on such other Terms and Conditions and for such tenor as the Bank may in its absolute discretion deem appropriate. Any Fiduciary Placement renewed by the Bank prior to its receipt of any Instruction from the Client to the contrary shall be binding on the Client.

(f) The Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client arising directly or indirectly from the Fiduciary Placement, except where and to the extent the Loss is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.



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(g) The Bank shall credit the Account with all sums it receives by way of principal and interest from the Third Party Institution less any deductions, commissions, fees, Taxes or set-off that it is or may be required to make. Save as aforesaid, the Bank shall not be liable to repay the Fiduciary Placement or any amount otherwise accruing thereto to the Client.

(h) The Bank shall not be regarded a trustee of the Fiduciary Placement (or any interest earned thereon). In the event that any Third Party Institution does not, for whatever reason: (A) fulfill its commitments (or fulfills them only partially); (B) meet its obligations to pay interest; and/or (C) repay the Fiduciary Placement, the Bank’s sole obligation is to assign all rights and claims which it holds on the Client’s behalf against the Third Party Institution to the Client.

(i) The Client agrees to pay to the Bank a placement fee in respect of each Fiduciary Placement in accordance with the Bank’s prevailing rates from time to time and authorises the Bank to deduct such placement fee from the Account and/or from any principal or interest received from the Third Party Institution in respect of the Fiduciary Placement. For the avoidance of doubt, the Client’s liability for payment of the placement fee shall arise upon the placement of each Fiduciary Placement notwithstanding that the Fiduciary Placement Service may be terminated prior to maturity and is independent of the repayment of the relevant Fiduciary Placement or fulfilment of any other obligation by the Third Party Institution.

( j) The Client may terminate the Fiduciary Placement Service at any time by giving ten (10) Bank Business Days’ written notice to the Bank, provided however that the Fiduciary Placement shall not be terminated prior to maturity. Upon termination of the Fiduciary Placement Service, the Bank’s liability in respect of the Client’s subsisting Fiduciary Placement shall be fully discharged by: (A) crediting all sums it may have actually received from the Third Party Institution by way of principal and interest to the Account less any deductions, commissions, fees, Taxes or set-off that it is or may be required to make; and/or (B) assigning to the Client any and all of its rights and claims against the Third Party Institution.

(k) The Fiduciary Placement and/or the repayment of the same is subject to the rules, terms and conditions of the Third Party Institution with which such Fiduciary Placement is placed (which rules, terms and conditions may, from time to time, in the absolute discretion of the Third Party Institution, be changed without prior notice to or approval of the Bank or the Client). The Bank may, for the purpose of complying with the rules, terms and conditions of the Third Party Institution or for any other reason, from time to time delete, replace, add or change the terms and conditions of the Fiduciary Placement Service without prior notice to or approval from the Client.

15.1B Dual Currency Investments

(a) On maturity of a dual currency investment, the Bank shall, at its sole option, credit the Account with the principal of and accrued interest on the investment in either the currency in which the investment was placed (the “Base Currency”) or another currency (the “Alternative Currency”) effected at an exchange rate between the Base Currency and the Alternative Currency (the “Maturity Exchange Rate”) agreed by the parties at the time of investment.

(b) The tenor, applicable interest rate, Base Currency, Alternative Currency and Maturity Exchange Rate shall be agreed by the parties and confirmed in writing by the Bank to the Client at the time of investment.

(c) The Bank shall be entitled in its absolute discretion to determine from time to time the minimum and maximum amount which may be placed with the Bank as a dual currency investment.

(d) A dual currency investment may not be withdrawn prior to the stated maturity date. On maturity, the proceeds of a dual currency investment less any deductions, commissions, fees, Taxes or set-off that the Bank is or may be required to make shall be dealt with in accordance with Instructions received by the Bank not less than two Bank Business Days prior to the maturity date. The Client acknowledges that interest shall cease to accrue on the dual currency investment as of the maturity date.

15.2 Custodian Accounts

(a) Where the Client has requested the Bank to open and operate a custodian account (the “Custodian Account”), the Bank shall hold in the Custodian Account such securities and money market instruments (the “Client Securities”) as the Client may request to be deposited with the Bank and accepted by the Bank for deposit in the Custodian Account. Notwithstanding the foregoing, the Bank may, in its absolute discretion, refuse to accept any or all of the Client Securities submitted by the Client for deposit in the Custodian Account without providing any reason for such refusal.

(b) In connection with the holding of the Client Securities in the Custodian Account, the Bank shall provide the following services:



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(i) the physical care of the Client Securities, where applicable;

(ii) the collection of interest, dividends and principal amounts on maturity or sale of the Client Securities;

(iii) the payment of monies so collected to such Account as may be designated by the Client in accordance with the Client’s Instructions;

(iv) the furnishing of periodic statements in respect of the Client Securities; and

(v) the notification to the Client of redemptions, rights issues, bonus issues and matters relating to corporate changes.

(c) The Bank is hereby authorised to take such steps it may consider expedient to enable it to hold and administer the Client Securities in accordance herewith and, without limitation to the generality of the foregoing, the Bank is authorised to:

(i) open and maintain one or more Account(s) in the name of the Client;

(ii) exercise any rights attaching to or derived from such Client Securities (provided that the Bank shall be under no obligation to attend any meeting or exercise any voting rights unless there exist specific instructions given by the client on a case by case basis);

(iii) comply with all Applicable Laws including the constitution, rules, regulations and by-laws of any stock exchanges, clearing houses, securities trading or central depository systems or regulatory authorities affecting any dealing functions or which impose or purport to impose on a holder of any of the Client Securities a duty to take or refrain from taking any action in connection with any such Client Securities or with any payment or distribution in respect of any such Client Securities;

(iv) use the services of any agent of the Bank’s choice (including the appointment of a custodian on such terms as the Bank deems appropriate, including terms which allow the custodian to sub-delegate the performance of some or all of the custodian’s duties);

(v) register documents of title and other instruments relating to such Client Securities in such name(s) and to keep the same in such location(s) as the Bank shall in its absolute discretion deem fit;

(vi) return to the Client such Client Securities being securities or other documents which may not have the same serial number or identification mark as those originally delivered to or acquired by the Bank;

(vii) commingle such Client Securities with the properties of other clients of the Bank;

(viii) request payment of, collect and receive all interest, dividends, payments or other distributions in respect of any Client Securities and, in connection therewith, the Client shall provide such indemnities as the Bank may in its absolute discretion require;

(ix) surrender any Client Securities against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Client Securities or such other form of investments delivered upon any exchange of the aforementioned Client Securities;

(x) where monies are payable in respect of any Client Securities in more than one currency, collect them in such currency as the Bank may in its absolute discretion determine;

(xi) exchange any Client Securities in interim or temporary form for other securities or such other form of investments in definitive form and (where applicable) to deliver physical strips to any central depository or other similar system set up for the purpose of scripless trading;

(xii) in the case of scripless Client Securities, effect the acquisition or disposal of such Client Securities through the account or sub-account maintained with any central depository or other similar system set up for the purpose of scripless trading;

(xiii) deliver the documents of title and any other instruments relating to such Client Securities to the Client at the risk of the Client; and

(xiv) comply with any Applicable Law which imposes a duty to take or refrain from taking action in connection with such Client Securities.

(d) In the event that the Bank is entitled to receive distributions in respect of any Client Securities either in cash or



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in kind, the Bank may elect to receive either in its absolute discretion, unless the Client has expressly instructed the Bank in writing to elect to receive a distribution in kind prior to acquisition of the Client Securities by the Bank on the Client’s behalf. The Bank shall be entitled to deduct from payments received on behalf of the Client all retrocessions received from any Client Securities in accordance with market practice and all present or future direct and indirect Taxes and other fiscal charges levied in Hong Kong or any other jurisdiction prior to the payment of such amounts to the Client.

(e) The Client hereby warrants that the Client Securities or any applicable title or other documents submitted to the Bank for deposit in the Custodian Account are authentic, valid and/or correct in every respect, and (without limitation to the generality of Clause 16) the Client hereby agrees to indemnify the Bank against any Loss that the Bank may suffer in reliance due to or arising out of the above warranties and representations being untrue or incorrect in any respect.

(f) The Client understands and agrees that the Bank is not at any time under any duty or responsibility to supervise the investment of, advise, or make any recommendations for, the sale, purchase or other disposition of Client Securities held by the Bank in the Custodian Account unless specifically provided for by way of a separate mandate or agreement.

(g) The Client acknowledges and agrees that the Client Securities may, in the Bank’s absolute discretion, be at any time held or registered in the name of the Bank or such person as the Bank may direct, including the Bank’s appointed nominee company (the “Nominee”) or in a sub-account maintained with any securities depository or depository agent.

(h) The Bank shall use commercially reasonable efforts to forward, as soon as practicable after the receipt thereof, notices or other communications received in respect of the Client Securities to the Client at the address provided by the Client to the Bank unless otherwise instructed by the Client in writing (whether in the Account Application or otherwise). Except in the case of negligence or wilful default, neither the Bank nor the Nominee shall be liable to the Client for any failure to forward such notices or communications correctly or promptly or in time for Instructions to be given with regard to any matter referred to in such notice or communication.

(i) In the absence of prior Instructions to the contrary and subject to compliance with the Applicable Laws, the Bank shall be entitled, on behalf of the Client, to exercise any right or satisfy any liability arising from or in respect of the holding of Client Securities as the Bank may think fit, and the Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client as a result of the exercise of such rights, or the satisfaction of such liabilities or the failure to do so, unless and to the extent such Loss is due to the negligence or wilful default of the Bank.

( j) The Bank may impose a fee at such rate as it may prescribe from time to time for the services provided by the Bank to the Client in relation to the Custodian Account.

(k) The Bank is hereby authorised by the Client to execute, as custodian, all necessary declarations or certificates of ownership under any tax laws now or hereafter in effect. Without limitation to the generality of Clause 16, the Client agrees to indemnify the Bank from and against all Loss arising and against any Costs which the Bank is required to pay in connection therewith.

(l) Without limitation to the generality of Clause 16, where the Bank holds the Client Securities registered in the name of the Bank, the Nominee or agents in the Custodian Account, the Client undertakes to hold the Bank and the Nominee and agents harmless from any liability or penalty whatsoever as holder of record.

(m) Client Securities deposited with the Bank may at the Bank’s absolute discretion be re-deposited with correspondent banks or in any central clearing facility, securities depository or depository agent selected by the Bank in the name of the Bank or such other person as the Bank may direct, but for the Client’s account and at the Client’s sole risk. The Bank shall not be responsible for any act or omission, or for the solvency of such correspondent banks, central clearing facility, securities depository or depository agent. Subject to compliance with the Applicable Laws, Client Securities deposited with the Bank or held by any third party in the name of the Bank or such other person as the Bank may direct may be held on a segregated basis or commingled with securities belonging to other clients of the Bank. The Client understands and agrees that identification by distinctive numbers of Client Securities owned by the Client may not be possible and the Client’s interests in such Client Securities may not be identifiable by separate certificates, or other physical documents or equivalent electronic records.

(n) In respect of the Custodian Account, the Bank will be responsible for the performance of only such duties as set out in this Clause 15 or as otherwise agreed in writing. The Bank shall not be required to maintain any insurance in respect of the Client Securities for the Client’s benefit. All collections of funds or other property paid or distributed in respect of Client Securities in the Custodian Account will be made at the Client’s own risk. The Bank shall not be responsible for any act or omission, or for the solvency of any broker or agent selected



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by the Bank in good faith to effect any transaction for or in relation to the Custodian Account.

(o) The Client represents and warrants that it is authorised to deposit in the Custodian Account all Client Securities received by the Bank hereunder and to give Instructions in relation thereto.

(p) Without prejudice to Clause 9, either the Bank or the Client may close the Custodian Account at any time by giving reasonable written notice to the other party. Upon termination of the Custodian Account, the Bank shall, subject to the release and discharge of any security created by the Client over any of such Client Securities in favour of the Bank, deliver directly to the Client all Client Securities then in the Custodian Account forthwith upon the Client satisfying all amounts due and payable to the Bank under or in connection therewith. In this connection, the Client acknowledges the Bank’s rights to exercise its lien in respect of the Client Securities until payment in full of all amounts due and payable under or in connection with the Custodian Account is made to the Bank. The Bank shall not be bound to return Client Securities bearing serial numbers or identification marks corresponding to those deposited or transferred so long as the Client Securities returned are of the same class, denomination and nominal amount and rank pari passu with those originally deposited or transferred (subject always to any capital reorganisation which may have occurred in the meantime).

(q) The Client acknowledges that withholding or other Taxes may have to be deducted from payments or income on Client Securities under Applicable Laws. The Client undertakes to inform the Bank forthwith regarding the Client’s tax status or change thereof that has an impact on whether any Tax has to be deducted from any payment or income due to the Client or in such other circumstances as may be required by the Bank.

(r) In this Clause 15, references to the “Bank” shall include, where the context so permits, the Nominee.

15.3 Renminbi Account Services

The Bank provides RMB services to the Client in the scope, and subject, in addition to other terms and conditions as contained in this Client Agreement, to the terms and conditions, as specified below:

(a) The Bank may in its sole discretion and without prior notice to the Client specify the limit and other conditions for exchanging RMB.

(b) The Bank shall have full and unfettered discretion to determine exchange rates for RMB conversion and will be quoted to the Client by the FX Exchange Team of the Bank.

(c) The Bank may in its sole discretion and without prior notice to the Client determine whether or not to provide RMB remittance service to the Client, and, if such service is offered, specify the limit and other conditions for remitting RMB.

(d) The Client shall ensure that there is sufficient balance in the RMB Account to settle any Transactions denominated in RMB.

(e) In the event that the Client shall for any reason fail to settle any Transaction in relation to the Client’s RMB Account, without prejudice to any rights that the Bank may have under other provisions of this Client Agreement, the Bank may debit the Client’s RMB Account for any such shortfall amount and overdraft interest at the prevailing rate determined by the Bank may be charged thereon.

15.4 e-Cheques

(A) e-Cheques Deposit Services provisions - applicability and definitions

(a) The provisions in this Clause 15.4 apply to the Bank’s services relating to e-Cheques. Any other terms and conditions as contained in the Client Agreement which applies to paper cheques or generally to the Bank’s Services continue to apply to e-Cheques and the Bank’s e-Cheques Deposit Services to the extent that they are relevant and not inconsistent with the provisions in this Clause 15.4. The provisions of this Clause 15.4 prevail if there is any inconsistency between them and any other terms and conditions as contained in the Client Agreement with respect to the e-Cheques Deposit Services.

(b) For the purpose of the e-Cheques Deposit Services, the following terms have the following meanings:

“Bills of Exchange Ordinance” means the Bills of Exchange Ordinance (Chapter 19 of the Laws of Hong Kong), as may be amended from time to time;

“Clearing House” means Hong Kong Interbank Clearing Limited and its successors and assigns;

“Deposit Channel” means any channel offered by the Bank from time to time for presentment of e-Cheques



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for deposit;

“e-Cheque” has the meaning ascribed to it from time to time in the e-Cheque Drop Box Terms;

“e-Cheques Deposit Services” mean the services offered by the Bank to customers from time to time for depositing e-Cheques;

“e-Cheque Drop Box” or “e-Cheque Drop Box Service” has the meaning ascribed to it from time to time in the e-Cheque Drop Box Terms;

“e-Cheque Drop Box Account” has the meaning ascribed to it from time to time in the e-Cheque Drop Box Terms;

“e-Cheque Drop Box Terms” means all the terms and conditions prescribed by the Clearing House from time to time for governing the e-Cheque Drop Box Service provided by the Clearing House and the use of the e-Cheque Drop Box Service;

“Industry Rules and Procedures” means the rules and operating procedures governing the handling of e-Cheques adopted by the Clearing House and the banking industry from time to time;

“Payee Bank” means the bank at which a Payee Bank Account is held;

“Payee Bank Account” means, in respect of each e-Cheque presented for deposit using the e-Cheques Deposit Services, the bank account of the payee of the e-Cheque maintained with the Bank into which the e-Cheque is to be deposited which may be a sole name or a joint name account of the payee;

“Payer Bank” has the meaning ascribed to it in the e-Cheque Drop Box Terms; and

“Client” means each customer to whom the Bank provides e-Cheques Deposit Services.

(B) Nature and scope of e-Cheques Deposit Services

(a) The Bank may provide e-Cheques Deposit Services at the Bank’s discretion. If the Bank provides e-Cheques Deposit Services to the Client, the Client may deposit e-Cheques. In order to use the e-Cheques Deposit Services, the Client has to provide such information and documents and accept such terms and conditions which may be required or prescribed by the Bank and the Clearing House respectively from time to time. The Client may also be required to sign forms and documents prescribed by the Bank from time to time.

(b) e-Cheques Deposit Services allow the Client and other persons to present e-Cheques (whether payable to the Client and/or any other holder of the Payee Bank Account) for deposit with the Bank (as Payee Bank), using the e-Cheque Drop Box Service offered by the Clearing House or using the Bank’s Deposit Channels, in accordance with paragraph (C) (e-Cheques Deposit Services) below.

(c) The Bank may provide e-Cheques Deposit Services relating to e-Cheques that are issued in any currency specified by the Bank from time to time, including HKD, United States dollars or RMB.

(d) The Bank has the right to set or vary from time to time the conditions for using the e-Cheques Deposit Services. These conditions may include the following (or any of them):

(i) the service hours of the e-Cheques Deposit Services (including cut-off times for presenting e-Cheques); and

(ii) any fees and charges payable by the Client for the e-Cheques Deposit Services.

(C) e-Cheques Deposit Services

(a) The e-Cheques Deposit Services may allow presentment of e-Cheques for deposit with the Bank (as Payee Bank) using the e-Cheque Drop Box Service provided by the Clearing House or using the Bank’s Deposit Channels.

(b) e-Cheque Drop Box Service

(i) The e-Cheque Drop Box Service is provided by the Clearing House. The Client is bound by the e-Cheque Drop Box Terms in relation to the Client’s use of the e-Cheque Drop Box Service. The Client is solely responsible for performing the Client’s obligations under the e-Cheque Drop Box Terms.



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(ii) In order to use the e-Cheque Drop Box Service, the Client is required by the e-Cheque Drop Box Terms to register an e-Cheque Drop Box Account with one or more Payee Bank Account for presenting e-Cheques. The Client is allowed by the e-Cheque Drop Box Terms to register an e-Cheque Drop Box Account with a Payee Bank Account that is the Client’s same-name account or an account other than the Client’s same-name account. The Client is responsible for the presentment of all e-Cheques by the Client or any other person using the Client’s e-Cheque Drop Box Account (including presentment of any e-Cheques to a Payee Bank Account other than the Client’s same-name account).

(iii) Any issue relating to the use of the e-Cheque Drop Box Service should be handled in accordance with the e-Cheque Drop Box Terms. The Bank may (but have no obligation to) provide reasonable assistance to the Client. In particular, the Bank does not have the electronic record or image of any e-Cheque deposited using the e-Cheque Drop Box Service. On the Client’s request, the Bank may (but have no obligation to) provide the date, e-Cheque amount, e-Cheque number, payee name and any other information agreed by the Bank relating to an e-Cheque deposited using the Client’s e-Cheque Drop Box Account.

(iv) The Bank gives no representation or guarantee, whether express or implied, relating to the availability, quality, timeliness or any other aspect of the e-Cheque Drop Box Service provided by the Clearing House. Unless otherwise stated in the e-Cheque Drop Box Terms, the Client bears the responsibilities and risks relating to the use of the e-Cheque Drop Box Service. The Bank is not liable for Loss of any kind which the Client or any other person may incur or suffer arising from or in connection with the use of the e-Cheque Drop Box Service.

(c) The Bank’s Deposit Channels

The Bank may specify or vary from time to time (i) the available Deposit Channels without notice; and (ii) the terms governing the use of any Deposit Channel.

(D) Handling of e-Cheques, associated risks and the Bank’s liabilities

(a) Handling of e-Cheques

The Client understands that the Bank and other banks have to follow the Industry Rules and Procedures in the handling, processing, presentment, payment, collection, clearance and settlement of e-Cheques payable to the Client. Accordingly, the Bank is entitled to collect any e-Cheque payable to the Client by presenting that e-Cheque to the Payer Bank in accordance with the Industry Rules and Procedures even if the Bills of Exchange Ordinance may not expressly provide for presentment of e-Cheques or may specify other manner for presentment of cheques.

(b) Restriction of the Bank’s liability

Without reducing the effect of any other terms and conditions as contained in the Client Agreement:

(i) the Bank is not liable for Loss of any kind which the Client or any other person may incur or suffer arising from or in connection with the use of the e-Cheques Deposit Services or the handling, processing, presentment, payment, collection, clearance or settlement of e-Cheques presented by the Client or any other person using the Deposit Channels provided by the Bank to the Client, except to the extent that any Loss incurred or suffered is direct and reasonably foreseeable arising directly and solely from the Bank’s negligence or wilful default or that of the Bank’s officers, employees or agents;

(ii) in particular and for clarity, the Bank is not liable for Loss of any kind which the Client or any other person may incur or suffer arising from or in connection with the following (or any of them):

(1) use of the e-Cheque Drop Box Service by the Client or any other person, or the e-Cheque Drop Box Terms;

(2) the Client’s failure to comply with the Client’s obligations relating to the e-Cheques Deposit Services;

(3) presentment of any e-Cheque payable to the Client in accordance with the Industry Rules and Procedures despite the provisions of the Bills of Exchange Ordinance; and

(4) any failure or delay in providing the e-Cheques Deposit Services, or any error or disruption relating to the e-Cheques Deposit Services, caused by or attributed to any circumstance beyond the Bank’s reasonable control; and



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(iii) in no event will the Bank be liable to the Client or any other person for any loss of profit or any special, indirect, consequential or punitive Loss.

(c) The Client’s confirmation and indemnity

(i) The Client accepts the restriction of liabilities and disclaimers imposed by the Bank and the Clearing House in relation to the e-Cheques Deposit Services and the services provided by the Clearing House respectively. The Client accepts and agrees to bear the risks and the liabilities for depositing e-Cheques.

(ii) Without reducing the effect of any indemnity given by the Client under any other terms and conditions as contained in the Client Agreement or any other rights or remedies that the Bank may have, the Client will indemnify the Bank and the Bank’s officers, employees and agents and hold each of them harmless against all Loss of any kind (including legal fees on a full indemnity basis and other expenses reasonably incurred) which may be incurred or suffered by the Bank or any of them and all actions or proceedings which may be brought by or against the Bank or any of them as a result of or in connection with the Bank’s provision of the e-Cheques Deposit Services or the Client’s use of the e-Cheques Deposit Services.

(iii) The above indemnity does not apply to the extent that it is proved that any Loss is direct and reasonably foreseeable arising directly and solely from the Bank’s negligence or wilful default or that of the Bank’s officers, employees or agents.

(iv) The above indemnity shall continue to have effect after the termination of the e-Cheques Deposit Services.

15.5 Investment Products Issued by Third Parties

From time to time, the Client may purchase through the Bank such investment product(s) that are issued by parties other than the Bank. In such cases, in respect of an eligible dispute (as defined in the Terms of Reference for the Hong Kong Financial Dispute Resolution Centre in relation to the Financial Dispute Resolution Scheme) arising between the Bank and the Client out of the selling process of any investment product by the Bank as agent for such third party issuers or the processing of the related transaction, the Bank will enter into a financial dispute resolution scheme process with the Client in accordance with the applicable rules. However any dispute over the contractual terms of the product shall be resolved directly between the third party issuer and the Client.

16 INDEMNITY

16.1 Any action which the Bank may take or omit to take in connection with the Account(s), Service(s), Facility(ies) or Transaction(s) or any Instruction in relation thereto shall be solely for the Client’s account and risk. Neither the Bank nor its nominees or agents nor any of the Affiliates nor any director, officer, employee or agent of any of the foregoing shall be liable for any Loss or in respect of the Service(s), Facility(ies)or Transaction(s) or any Instruction in relation thereto or for any lost opportunity whereby the value of the same could have been increased or otherwise in connection therewith or for the acts of any broker, custodian, nominee or correspondent appointed by the Bank in good faith, save where the same arises directly from their respective negligence or wilful default. The Bank, its nominees and agents, the Affiliates and every director, officer, employee or agent of any of the foregoing shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled and for the purposes hereof, the Bank is and shall be deemed to be acting as agent on behalf of and for the benefit of such persons.

16.2 The Client shall fully indemnify and keep indemnified promptly on demand on a full indemnity basis the Bank, its custodians, nominees, correspondents and agents and any Affiliates and every director, officer, employee or agent of any of the foregoing against any and all Loss which may be brought against any of them or which any of them may suffer or incur in connection with the Account(s), Service(s), Facility(ies), Transaction(s) or any Instruction in relation thereto (and all of whom shall be entitled to enforce and enjoy the benefit of this Clause to the fullest extent allowed by law) save where the same arises directly from their respective negligence or wilful default, including those which the Bank may incur or sustain from or by reason of:

(a) the Bank acting upon or carrying out any Instruction purportedly given to the Bank in respect of the Account(s), Service(s), Facility(ies)or Transaction(s);

(b) the Bank using any system or means of transmission, communication, transportation or otherwise in carrying out any Instruction (including by reason of loss, delay, misunderstanding, mistake, distortion or duplication);

(c) the Bank’s provision of any Service or Facility to, or the entry into any Transaction with the Client (including any transaction contemplated under or pursuant to a Facility);

(d) any default in repayment of any advance upon demand or interest accrued thereon or any sum payable under a



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Facility, Facility Document or any other document whatsoever entered into pursuant to a Facility or otherwise entered into by the Client in relation to its obligations in favour of the Bank (including any Loss sustained or incurred by the Bank in liquidating any of the Bank’s time deposits (whether in HKD or other foreign currencies) or any foreign exchange contracts, or in taking proceedings hereunder or under any such Facility, Facility Document or other document);

(e) any change in any existing law, regulation or official directive relating to a Facility or Transaction or any related transaction;

(f) the Client’s failure to provide complete, accurate and up-to-date information requested by the Bank in discharging its regulatory or legal duties (including but not limited to the Client’s Customer Financial Information);

(g) the Bank enforcing or attempting to enforce any right it may have against the Client pursuant to a Facility Document or in connection with any Transaction; or

(h) any breach by the Client of any Term or Condition in respect of any of the Account(s), Service(s), Facility(ies)or Transaction(s).

17 CONFIDENTIALITY

17.1 The Bank shall keep confidential (subject to disclosure permitted or required under Applicable Laws or under Section 2 – “Disclosure of Information” in the Terms and Conditions) all information concerning the Account(s), Service(s), Facility(ies) and Transaction(s). Notwithstanding the foregoing, the Client authorises the Bank to disclose any and all Customer Information (as defined in Section 2 – “Disclosure of Information”) to any and all persons referred to in Section 2 – “Disclosure of Information”.

17.2 The Client undertakes to provide the Bank with all additional information requested by the Bank from time to time in relation to the Account(s), Service(s), Facility(ies) and/or Transaction(s). If the Client fails to provide the required information, it may result in the Bank not being able to provide such Service(s) or execute such Transaction(s).

18 DISCLOSURE REQUIREMENTS

18.1 In consideration of the Bank’s acting on the Client’s Instructions to:

(a) acquire, or subscribe for, shares and/or other interests in a company (the “Connected Company”), for and on behalf of the Client, in which the Client holds a substantial shareholding interest, a directorship or any position connected thereto which could be deemed as a reportable or disclosable position under any Applicable Law; and/or

(b) hold, or hold in custody, shares for and on behalf of the Client in a Connected Company,

(each, a “Connected Transaction”), the Client irrevocably and unconditionally undertakes and declares to ensure, to every extent possible, the strict adherence and due compliance with all relevant and applicable share disclosure requirements under any Applicable Law in relation to the Connected Transactions.

18.2 In relation to any Connected Transaction, the Client further represents, warrants and undertakes to the Bank:

(a) that the Client shall bear sole responsibility for ensuring that all necessary individual or corporate reporting and disclosure requirements and shareholding restrictions under any Applicable Law (collectively, the “Disclosure Requirements”) (if any) are strictly complied with in accordance with the Client’s direct or indirect shareholding and/or position in the Connected Company, with respect to the Connected Transaction and/or the Client’s existing shareholding in the Connected Company;

(b) that the Client is the sole legal and beneficial owner of the shares or interests in the Connected Transaction (or that full information on the legal or beneficial ownership has been disclosed in writing to the Bank). The Client further agrees to provide to the Bank, from time to time if required, Instructions and documentation to enable the Bank to discharge its obligation (if any), under Applicable Laws or otherwise, to verify the beneficial ownership;

(c) that for the duration of the Client’s relationship with the Bank, at no time the Disclosure Requirements have been or shall be breached;

(d) that the Client shall personally ensure that the Disclosure Requirements are continually kept in compliance with and adhered to as may be required by Applicable Laws and/or any relevant supervising or regulatory authority,



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and that the Bank need not enquire into or verify any such action;

(e) that the Client shall declare that the Bank and/or any other member of the Julius Baer Group and other entities may make such disclosure and/or reporting as may be required by Applicable Laws to any relevant supervising or regulatory authority enquiring into any Connected Transaction and/or in relation to the Bank’s role as custodian;

(f) that the Client shall, without prejudice to Clause 16, indemnify and hold the Bank harmless from all Loss that it may howsoever incur as a result of any deemed breach of the Disclosure Requirements; and

(g) that the Bank need not at any time, enquire into and/or remind the Client of the Disclosure Requirements.

19 EVENTS OF DEFAULT

19.1 An Event of Default or Default shall be deemed to occur upon the occurrence of any of the following:

(a) the occurrence of any event of default howsoever described in the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank;

(b) the Client and/or any Security Party fails to pay any amount which is due to the Bank on the due date of payment or, if payable on demand, on demand by the Bank (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client, the Security Party and/or any other person as may be necessary to implement any Mechanics of Payment);

(c) the Client and/or any other Security Party defaults in the due and punctual performance of or fails to perform or comply with, or breaches any of its obligations (including the provision of additional Collateral or Margin upon the Bank’s request (whether oral or otherwise)) under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, and/or any of the Security Documents become enforceable in accordance with the terms thereof;

(d) the Collateral Value or value of Margin, as determined by the Bank in its absolute discretion, falls below what the Bank considers to be adequate, and without the need for the Bank to request (whether oral or otherwise) for provision of additional Collateral or Margin. For avoidance of doubt, this shall be an Event of Default or Default notwithstanding the exercise by the Bank of any of its rights under the Client Agreement, and regardless of whether the Bank has, in its absolute discretion, granted, provided or extended time to the Client, the Security Party and/or any other party to provide additional Collateral (and such time granted, provided or extended for compliance has not expired);

(e) any other indebtedness of any nature (whether owed to the Bank or not) in respect of borrowed money of the Client and/or any Security Party is not paid when due or becomes capable of being rendered due and payable before its normal maturity;

(f) any representation and/or warranty made by the Client and/or any Security Party to the Bank, whether contained in the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank or otherwise, is or becomes false, incorrect or misleading in any aspect;

(g) any consent, authorisation (including any resolution) or approval required by the Client and/or any Security Party to enter into the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, or to perform its obligations thereunder, (i) is modified in a manner unacceptable to the Bank, (ii) is wholly or partly revoked, withdrawn, suspended or terminated, (iii) expires and is not renewed, or (iv) otherwise fails to remain in full force and effect;

(h) the Client and/or any Security Party rescinds or purports to rescind or repudiates or purports to repudiate the Client Agreement, any Facility Document and/or any other agreement between the Client and/or any Security Party and the Bank, to which it is a party or evidences an intention to rescind or repudiate any such Client Agreement, Facility Document and/or such other agreement between the Client and/or any Security Party and the Bank;

(i) in the case of the Client and/or any Security Party which is an individual, the Client and/or any Security Party dies or become, in the Bank’s view, incapable of managing the Client’s and/or any Security Party’s affairs, whether by reason of mental incapacity, legal disability or otherwise;

( j) any warrant, attachment, sequestration, distress, execution, seizure or equivalent order or judgment is levied, executed, enforced upon or threatened against any Account, assets (including Assets) of the Client and/or any Security Party, or the Bank is given notice of (i) a garnishee order, injunction and/or similar order in respect of the Account and/or any of the Client’s and/or any Security Party’s assets (including Assets), and/or (ii) any



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information which the Bank, in its absolute discretion, reasonably believes would likely adversely affect the Client’s banking relationship with the Bank;

(k) as the case may be, the Client and/or any Security Party becomes bankrupt, insolvent or is unable or deemed to be unable, under Applicable Laws, to pay its debts as they fall due or admits its inability to pay its debts as they fall due, or any step (other than one which is, in the opinion of the Bank, frivolous or vexatious) is taken by any person (including by a Client and/or any Security Party) with a view to the bankruptcy, winding up or liquidation of the Client and/or any Security Party, or any bankruptcy application, judicial management application, receivership or trusteeship or any analogous application, winding up application or other insolvency application is presented against the Client and/or any Security Party or over any part of the assets (including Assets) of the Client and/or any Security Party, or (in the case of a Client and/or any Security Party which is a corporation) a resolution is passed for the Client and/or any Security Party to be wound up, placed under judicial management, placed under receivership or similar officer of it or any analogous proceeding is taken against the Client and/or any Security Party or over any part of the assets (including Assets) of the Client and/or any Security Party in Hong Kong or in any other jurisdiction;

(l) the Client and/or any Security Party (i) enters into, or takes any step with a view to enter into, or propose, or make any scheme of arrangement, composition or compromise with its creditors or any assignment for the benefit of its creditors, or (ii) stops, suspends or threatens to stop or suspend payment of all or substantially all of its debts or commences negotiations or takes proceedings or any other steps with a view to rescheduling or deferring all or substantially all of its indebtedness;

(m) any legal proceedings, suit or action of any kind whatsoever (whether criminal or civil) is instituted against the Client and/or any Security Party, or the Client and/or any Security Party or their respective affairs become for whatever reason the subject of investigation by any governmental or regulatory department or authority in Hong Kong or in any other jurisdiction, and the Bank is of the opinion that it will or could materially and adversely affect the Client’s and/or any Security Party’s ability to perform and observe its obligations under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank;

(n) the Bank considers it advisable or necessary, in its absolute discretion, to close out any Financial Transaction in order to safeguard its interest under any Financial Transaction, whether due to an adverse change in the financial condition of the Client or in the position of the Client under any Financial Transaction or otherwise;

(o) any event occurs or circumstances arise (including (i) any political, financial or economic condition in or in respect of Hong Kong or any other jurisdiction in which any asset (including Assets) subject to security under any Security Document is located, and/or (ii) where the Client and/or any Security Party is a corporation, changes in its financial condition, operations, business, operating environment, management and/or directorship) which, in the opinion of the Bank would affect the ability of the Client and/or any Security Party to perform or comply with any of the obligations under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank, or place the Client’s and/or Security Party’s business in jeopardy, or result in any material adverse change in the international capital and/or money markets;

(p) in the case of a Client and/or any Security Party which is a corporation, the Client and/or any Security Party ceases to be duly incorporated and/or validly existing under the laws of its country of incorporation, whether as a result of its act, omission or otherwise, or the Client and/or any Security Party suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business or disposes of all or a substantial part of its business or assets (including Assets), or proposes to do any of the foregoing;

(q) at any time and in the Bank’s absolute discretion, the Bank considers that the continuation of any Account, Service, Facility and/or Transaction would not be in the Bank’s interest or would be inconsistent with prudent banking practice whether in Hong Kong or in any other jurisdiction;

(r) it is or will become unlawful or impossible for the Client, Security Party and/or the Bank to perform or comply with any of its obligations, or for the Bank to exercise all or any of its rights and remedies, under the Client Agreement, the Facility Documents and/or any other agreement between any Security Party and the Bank;

(s) any event or circumstance occurs which the Bank reasonably believes has or is reasonably likely to have an effect on the validity or enforceability of, or the effectiveness or ranking of any Collateral or Margin granted or purporting to be granted pursuant to the Client Agreement, any Facility Document and/or any other agreement between any Security Party and the Bank, or the rights or remedies of the Bank under any Facility Document;

(t) any law, regulation or order, or any change in any law or regulation, does or purports to vary, suspend, terminate, or excuse performance by the Client and/or any other Security Party of any of its obligations under the Client Agreement, any Facility Document and/or any other agreement between any Security Party and the Bank; and

(u) any governmental or other authority (whether de jure or de facto) nationalises, compulsorily acquires,



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expropriates or seizes all or a material part of the business or assets (including Assets) of the Client and/or any Security Party.

19.2 Upon the occurrence of an Event of Default, the Total Liabilities become immediately due and payable by the Client to the Bank and the Bank shall, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, without being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment (where applicable) and without prejudice to any other claim, right or remedy whatsoever which the Bank may have, be entitled to do any or all of the following immediately in any order as the Bank shall in its absolute discretion deem fit:

(a) close, suspend and/or terminate any Account, Service, Facility and/or Transaction;

(b) demand immediate repayment of all of the Total Liabilities or any part thereof (whether such demand is made orally or otherwise);

(c) cease to comply with all or any Instructions;

(d) close out, liquidate, set off, sell, realise or otherwise deal with any or all of the Financial Transactions (notwithstanding that any such Financial Transaction(s) has/have not yet matured and whether or not any Loss to the Client may arise as a result thereof) immediately or at such time and by such means and in such manner as the Bank, in its absolute discretion deems appropriate;

(e) take such action as the Bank thinks necessary or appropriate to cancel, settle, redeem or terminate any outstanding Transactions between the Client and the Bank as principal or with any third party entered into by the Bank as the Client’s agent;

(f) sell, realise, liquidate, assign, transfer, enforce the Bank’s security interest or otherwise dispose of any of the Client’s investments, Collateral, Margin, Assets or any part thereof, in such manner and on such terms as the Bank may in its absolute discretion deem fit and to apply the net proceeds thereof (after deduction of any Costs incurred and/or conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine) in or towards the full or partial satisfaction of the Total Liabilities;

(g) disregard any Instruction in relation to any Transaction;

(h) apply any amounts of whatsoever nature standing to the credit of the Client against any amounts which the Client owes to the Bank (of whatsoever nature and howsoever arising, including any contingent amounts) or generally to exercise the Bank’s right of set-off and/or combination of Accounts against the Client and to effect any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine;

(i) after any amounts standing to the credit of the Client are applied against any amounts which the Client owes to the Bank or generally after the exercise of the Bank’s right of set-off and/or combination of Accounts against the Client, demand any shortfall from the Client and/or any Security Party, hold any excess pending full settlement of any other obligation of the Client, or pay any excess to the Client;

( j) require the Client to procure the release and discharge of the Bank from all Guarantees and other contingent and/or unmatured liabilities owing, sustained or incurred by the Bank pursuant to the utilisation by the Client of any of the Facilities, whereupon the Client shall be obliged to immediately do so and, pending such release or discharge, shall provide cash Collateral or Margin to the Bank in such amounts as shall be sufficient to fully satisfy all such liabilities and any Costs in relation thereto and/or place the Bank in funds by paying to the Bank, for credit to a suspense or other account or accounts as the Bank may decide, such amounts as shall be sufficient to fully satisfy all such liabilities and any Costs in relation thereto (which cash Collateral or Margin and/or amounts shall only be released to the Client if and to the extent that all such liabilities of the Bank are fully and irrevocably released and discharged and all such Costs are paid in full);

(k) exercise all its rights, powers and remedies under any of the Security Documents or other Facility Documents, in such manner and order as the Bank may, in its absolute discretion, deem fit; and/or

(l) combine or consolidate the Client’s accounts and liabilities with the Bank’s Affiliates whether in Hong Kong or in any other jurisdiction or transfer any sum or sums standing to the credit of one or more of such accounts in or towards the full or partial satisfaction of any of the Total Liabilities to the Bank or any other liabilities to the Affiliates on any other account or accounts whether in Hong Kong or in any other jurisdiction or in any other respect whether such liabilities be actual or contingent, primary or collateral, several or joint, notwithstanding that the credit balances on such accounts and liabilities on any accounts may not be expressed in the same currency and the Bank is hereby authorised to effect any conversion at such rate of exchange as the Bank may in its absolute discretion conclusively determine.



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Should the Bank, in its absolute discretion, elect to grant, provide or extend time to the Client, any Security Party and/or any other person to repay the whole or any part of the Total Liabilities, the Bank shall still be entitled to do or carry out any or all of the foregoing acts set out under Clause 19.2(a), Clause 19.2(c) to Clause 19.2(l) immediately without having to wait for such time period granted, provided or extended to expire.

19.3 The Client irrevocably and unconditionally appoints the Bank to be the Client’s attorney (with full powers of substitution), in the Client’s name or otherwise on the Client’s behalf, and as the Client’s act and deed, to sign, seal, execute and deliver all deeds, instruments, agreements and any other documents and to do all acts and things which may be required or which the Bank shall consider expedient for the purpose of exercising any of the Bank’s rights and powers under this Clause 19.

20 EXCLUSION FROM LIABILITY

20.1 The Bank shall not be responsible for or liable to the Client for any Loss which may be suffered by the Client in any way in relation to any transaction covered or contemplated under the Client Agreement, howsoever caused, unless such Loss is due to the negligence or wilful default of the Bank.

20.2 Without limitation to the generality of the foregoing, the Bank shall not be responsible for or liable to the Client for:

(a) any drawings made under any lost cheques or cheques on which fraudulent alterations or forgeries have been made or any Loss which the Client may suffer relating thereto;

(b) any delay or Loss or diminution in the value of any asset (including Assets) or funds (including any funds credited to the Account(s)) due to any reason whatsoever (including the occurrence of any Force Majeure Event) and whether arising in Hong Kong or in any other jurisdiction in which the Bank has deposited such assets or funds or otherwise;

(c) any Loss which the Client or any other person may incur or suffer arising from or in connection with the Client’s failure to provide complete, accurate and up-to-date information requested by the Bank in discharging its regulatory or legal duties (including but not limited to the Client’s Customer Financial Information); or

(d) any Loss incurred or suffered by the Client or any other person with respect to or arising out of any transactions

which fall under Clause 32.7.

20.2A The Bank shall not be responsible for or liable to the Client for any Loss arising from or in connection with the Bank’s administration of the Assets of the Account(s) following the death of the Client (“Deceased Assets”), including but not limited to transferring any or all of the Deceased Assets to another account or allowing the withdrawal of any or all of the Deceased Assets, unless such Loss is due to the negligence of the Bank.

20.3 No delay on the Bank’s part in exercising any power of sale or any other rights or option hereunder and no notice or demand which may be given to or made upon the Client by the Bank with respect to any power of sale or other rights or option hereunder, shall constitute a waiver thereof, or limit or impair the Bank’s rights to take any action or to exercise any power of sale or any other rights or option hereunder without notice or demand, or prejudice the Bank’s rights as against the Client in any respect or render the Bank responsible for any Loss arising therefrom.

20.4 The Bank may grant time or other indulgence to a Security Party or any of them or any other person without impairing or affecting in any way any of the Bank’s rights as against such Security Party or any such other person.

20.5 All obligations of the Bank and the performance thereof by the Bank shall be excused by any Force Majeure Event. The Bank shall not be responsible for or liable to the Client for any Loss suffered or incurred by the Client arising from any delay, failure or inability of the Bank to discharge any of its obligations in connection with the Account(s), Service(s), Facility(ies) and/or Transaction(s) as a result of Force Majeure Event.

20.6 Without limitation to the generality of the foregoing, the Bank shall not be liable to the Client for the unavailability of funds credited to the Account(s) or for any Loss, delay or failure to perform any obligations arising from or in connection with the occurrence of any Force Majeure Event which restricts or controls the availability, convertibility or transfer of any funds of the Client or any other person, whether before, on or after maturity and whether in Hong Kong, in the country of origin of the currency of such funds or any other jurisdiction. In the event of the occurrence of any such Force Majeure Event, the Bank may in its absolute discretion (but shall not be obliged to) discharge its obligations with respect to such funds by paying to the Client or to the Client’s order such funds at any time (whether before, on or after maturity), in any currency (whether in the currency in which such funds are denominated or in any other currency), at any rate and in any manner (whether by way of draft or cash or by applying such funds towards satisfaction of any of the obligations of the Client or any other person to the Bank), in each case as the Bank may determine in its absolute discretion. The Client agrees that any such payment or application of such funds by the Bank in accordance with this Clause 20.6 shall constitute good and valid discharge of the Bank’s obligations to the Client



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with respect to such funds.

20.7 No Affiliate shall be responsible or liable for any of the liabilities or obligations of the Bank hereunder or for the Bank’s failure to meet the Client’s demand for the withdrawal of any amounts from the Account(s) arising from any cause whatsoever beyond the control of the Bank. Without limitation to the generality of the foregoing, the Bank shall not be liable for any acts, errors, neglects or defaults, actions or omissions, insolvency or failure in business of any correspondent, contractor, sub-agent or other agent selected by the Bank in good faith or any of their respective employees.

20.8 The Bank shall not be liable for any Loss suffered by the Client or any other party should a cheque, in respect of which: (a) Instructions to stop or countermand payment had been given by the Client; and (b) the Bank had in good faith followed the usual procedures for handling such Instructions, nevertheless, for any reason whatsoever, be paid or certified by the Bank and the Bank shall be entitled to debit the Account(s) with the full amount of any such cheque so paid notwithstanding such Instructions.

20.9 Without limitation to the generality of the foregoing, the Bank and its correspondents and agents shall not be liable for mutilation, interruptions, omissions, errors or delays in the issue or remittance of drafts occurring as a result of any Force Majeure Event.

20.10 The Client shall be liable for any Loss resulting from the Client’s disability or incapacity of whatever nature to act, unless notice of such disability or incapacity has been given to the Bank in writing before such Loss arises. The Client shall also be liable in all cases for any Loss resulting from the disability or incapacity of whatever nature on the part of the Client’s Authorised Representative or other third party.

20.11 The Bank shall examine with reasonable care the signatures of the Client and its Authorised Representative(s) appearing in any Instruction from the Client but shall not be bound to make any further investigation with respect to identity. The Bank shall not be liable for the consequences of falsifications or faulty identification which, despite the exercise of due care, the Bank is unable to detect.

20.12 In the event of Loss resulting from the non-execution or late execution of Instructions (with the exception of Instructions relating to stock exchange transactions), the Bank’s liability (if any) shall be limited to an amount equal to the loss of interest, unless its attention has been expressly directed to the risk of more extensive Loss at the time of and in respect of such Instructions.

21 SET-OFF AND CONSOLIDATION OF ACCOUNTS

21.1 All monies, securities and other property of the Client now or hereafter held by or to the order of the Bank, whether with any of its custodians, nominees, agents or correspondents or at any Affiliate and whether in the same or different jurisdiction for the account of the Client (solely or jointly) and whether for safe custody or otherwise, regardless of the currency, shall be subject to a lien for the payment of the Total Liabilities.

21.2 If any of the Total Liabilities is in a different currency from the amounts standing to the credit of such Account(s) of the Client over which the Bank may exercise a right of set-off, the Bank is hereby authorised to effect any necessary conversion, at such rate of exchange as it may conclusively determine, in order to exercise such right of set-off. Where the Account is a metal claim account, the Bank may, in exercising its rights of set-off, convert the relevant metal value into any currency value at the prevailing market rate of the metal at the time of such set-off.

21.3 The Bank shall be entitled to retain and not repay any amount which is or may hereafter be owing from it to the Client or any monies which it may hold, now or hereafter, for the account of the Client, whether on current or deposit or other account and regardless of the currency, unless and until the Client shall have discharged the Total Liabilities in full.

21.4 Without prejudice and in addition to any right of set-off, combination of Accounts, or other rights to which the Bank is otherwise entitled, the Bank may, at any time, without prior notice to the Client, set-off, sell or realise any or all monies, securities and other property over which the Bank has a charge or lien in such manner as the Bank in its absolute discretion thinks fit and combine, consolidate, merge, set-off, transfer or apply any balance on the Account(s) or to which the Client is beneficially entitled (whether matured or not and in whatever currency) and any other indebtedness owing by the Bank, whether by any of its custodians, nominees, agents or correspondents or at any Affiliate and whether in the same or different jurisdiction, to the Client (whether solely or jointly) in or towards satisfaction of the Total Liabilities and the Bank is hereby authorised to effect any necessary conversions at its then prevailing exchange rates. Without limiting the generality of the foregoing, where an Account is opened in the joint names of more than one Client whether with the Bank or with any Affiliate and whether in the same or different jurisdiction, the Bank shall have the right to:

(a) set-off the credit balance in such joint name Account against the Total Liabilities overdue for payment in any other Account(s) which may be held by one or more of the holders of the joint Account; and



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(b) set-off the credit balance in any other Account(s) which may be held by one or more of the holders of the joint Account against the Total Liabilities overdue for payment in such joint name Account.

To the maximum extent permitted by law, the circumstances under which the Bank may exercise their rights of set-off against the Client include, without limitation, (a) where any of the obligations or liabilities of the Client owing or incurred to the Bank become overdue, (b) where any attachment, distress, execution or similar process is levied against the Client, (c) where a bankruptcy, winding-up or similar petition is filed against the Client, (d) where a liquidator, trustee, administrator, receiver or similar officer is appointed over all or a substantial part of the business or assets of the Client, (e) where the Bank has reason to believe that the Client is unable to pay its debts when due or (f) where the Client has deceased.

21.5 Nothing in the Client Agreement shall be treated as constituting any restriction or waiver of any right or remedy to which the Bank is or may at any time be entitled by law or otherwise. Nothing in this Clause shall be construed so as to constitute a security interest, whether by way of charge or otherwise.

22 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

So long as the Account(s) is/are maintained with the Bank, the Client represents warrants and undertakes to the Bank:

22.1 (where it is a corporation) that it is a limited liability corporation, duly incorporated and validly existing under the laws of its country of incorporation and has the power to own its assets and carry on its business as it is being conducted;

22.2 that the Client Agreement constitutes legal, valid and binding obligations of the Client enforceable in accordance with its terms;

22.3 that the Client has all necessary power, capacity, authority and approvals to enter into and perform its obligations under the Client Agreement and the performance thereof and the obligations contained herein do not and will not:

(a) contravene any existing applicable law, statute, ordinance, rule or regulation or any judgment, decree or permit to which the Client is subject; or

(b) conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client is a party or is subject or by which any of the Client’s property is bound;

22.4 that the Client is the person ultimately responsible for originating all Instructions and that no other person stands to gain the commercial or economic benefits of the Transactions or bear the commercial or economic risks thereof, unless otherwise notified to the Bank in writing;

22.5 that the Client is transacting on its own account as principal and is not trading on behalf of or as trustee or nominee for any other person, unless otherwise notified to the Bank in writing;

22.6 that the Client is and will at all times be the sole beneficial owner of the Assets free and clear of all liens, encumbrances and charges whatsoever other than those in favour of the Bank, unless otherwise notified to the Bank in writing;

22.7 that all the information provided by the Client in connection with the Account(s) (including without limitation the information provided in the Account Application and any changes thereto notified by the Client) is true and accurate in every respect;

22.8 to pay on demand to the Bank the balance which in any manner whatsoever shall be for the time being owing in respect of money advanced or paid to the Client or for the Client’s use or charge incurred on any Account either actually or contingently or in respect of negotiable instruments drawn, accepted or endorsed by or on the Client’s behalf and discounted or paid or held by the Bank either at the Client’s request or in the course of business or otherwise or in respect of monies which the Client shall become liable to pay to the Bank in any manner whatsoever, including monies owing or liabilities incurred by the Client on contracts for the sale or purchase of currency notes and coins and whether any such monies or liabilities shall be owing or incurred by the Client alone or jointly with any other person, together with interest (at such rate as the Bank may from time to time notify the Client in writing or in such other manner as the Bank may deem fit with such periodical rests as the Bank may decide based on the number of days elapsed in a 365-day year or 360-day year as the Bank may specify in accordance with market convention), fees, commission, usual or customary bank charges and all other Costs in connection therewith;

22.9 to comply, at the Client’s own cost, with all Applicable Laws in connection with any Account, Service, Facility, Assets and/or Transaction, including all individual or corporate reporting and/or disclosure requirements under Applicable Laws including the reporting or disclosure requirements of any exchange, trade repository and/or Agent arising from any Transaction (“Reporting Requirements”). The Client represents, warrants and undertakes to the Bank that:



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(a) the Client shall bear sole responsibility for ensuring that all Reporting Requirements are strictly complied with;

(b) that for the duration of the Client’s relationship with the Bank, at no time the Reporting Requirements have been or shall be breached;

(c) that the Client shall personally ensure that the Reporting Requirements are continually kept in compliance with and adhered to as may be required by Applicable Laws and/or any supervising or regulatory authority, and that the Bank need not enquire into or verify any such action;

(d) without prejudice to the generality of applicable provisions in this Client Agreement, the Client shall authorise the Bank and/or the Bank’s Affiliates to make disclosure and/or reporting as the Bank or its Affiliates may be required to do by Applicable Laws to any supervising or regulatory authority enquiring into any Transaction, and/or in relation to the Bank’s role as custodian;

(e) the Client shall, without prejudice to Clause 16, indemnify and hold the Bank harmless from any and all Loss that it may howsoever incur as a result of any deemed breach of the Reporting Requirements; and

(f) that the Bank need not and does not have the obligation to at any time, enquire into and/or remind the Client of the Reporting Requirements;

22.10 to execute such documents, provide such security to the Bank and do such acts or deeds at the Client’s own cost as may be required by the Bank at any time in connection with any transaction between the Client and the Bank;

22.11 to immediately notify the Bank in writing of any change in:

(a) the beneficial ownership of the Assets;

(b) (where the Client is a corporation) the constitution or beneficial ownership of the Client; and

(c) the Client’s particulars (including the Client’s name, passport/identity card number, business registration number, address, telephone and facsimile numbers and specified e-mail address);

22.12 that the Client understands that Applicable Laws contain provisions relating to prohibited market conduct and undertakes not to engage in any prohibited trading practices including but not limited to false trading and market rigging transactions, bucketing, market manipulation, fraudulently inducing persons to deal in Securities or trade in futures contracts, dissemination of information about illegal transactions and insider trading;

22.13 that the Client (and its officers, where applicable) shall comply with all Applicable Laws in relation to dealings in Securities, whether in Hong Kong or in any other jurisdiction, including Securities subject to requirements in the Listing Manual; and

22.14 that, unless otherwise notified and declared to the Bank, in connection with a Subscription (other than in respect of securities registered for offering to the public in the United States) the Client is not in the United States nor is the Client a U.S. Person as defined in Regulation S or acting for the account or benefit of a person within the United States or a U.S. Person, and are purchasing the securities outside the United States in an “offshore transaction” as defined in Regulation S. The Client further represents, warrants, acknowledges and agrees that, in connection with securities registered for offering to the public in the United States, the Client is not a restricted person as defined in Applicable Laws of the United States. The Client represents and warrants that the Client is also not engaged in the business of distributing securities and is not a distributor (as defined in Regulation S) of the securities allotted pursuant to the Subscription.

22.15 The Bank undertakes that it shall notify the Client of any material change to: (a) the name and address of the business of the Bank; (b) the registration status of the Bank with the SFC and the Bank’s CE number; (c) the nature of services provided by the Bank; (d) the remuneration payable to the Bank (such as commission, brokerage and other fees and charges) and the basis for such payment; or (e) if the Bank provides margin facilities to the Client, the details of margin requirements, interest charges, margin calls and the circumstances under which the Client’s positions may be closed without the Client’s consent.

23 COSTS ON ENFORCEMENT

The Client shall pay to the Bank on demand all Costs (including legal fees on a full indemnity basis) incurred in or incidental to or in contemplation of the enforcement or protection of any of the Bank’s rights or resolution of any dispute relating to any Account, Service, Facility or Facility Document or Transaction (whether by judicial proceedings or otherwise).



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In respect of any individual Client to whom the Code of Banking Practice issued jointly by the Hong Kong Association of Banks and the DTC Association applies, any indemnity as to Costs in this Client Agreement shall be construed so as to be limited to Costs of a reasonable amount and reasonably incurred.

24 APPOINTMENT OF AGENTS / OUTSOURCING

24.1 The Client agrees that:

(a) the Bank may employ or utilise agents, correspondents, brokers, dealers, custodians and sub-custodians, depositories, advisors, bankers, dealers, attorneys, managers and/or any of the Affiliates of its own choice (including, for the avoidance of doubt, any member of the Julius Baer Group) (collectively, the “Agents”) for, and delegate to any such Agent, the performance of the Bank’s duties and the exercise of the Bank’s rights hereunder; and

(b) the Bank may appoint any Agent to take delivery and to be registered as nominee of any of the Client’s Assets in any part of the world; and

(c) any action or omission taken or suffered, and any delay in acting, by the Bank or any of the Agents, in respect of the Account(s), Service(s), Facility(ies) or Transaction(s), shall be binding on the Client, if taken or suffered in good faith and in conformity with such foreign or domestic laws, customs or regulations as the Bank or any of the Agents may deem to be applicable thereto. To the extent allowable by the Applicable Law, the Bank shall not be responsible for any act or omission of any of such agents, correspondents, brokers, dealers, custodians and sub-custodians, depositories, advisors, bankers, dealers, attorneys, managers and/or any of the Affiliates.

24.2 The Client agrees that the Bank may, subject always to the Bank’s obligations of confidentiality under Clause 17, from time to time outsource or subcontract any part of the Bank’s business and/or operations to any Affiliate or any other party as the Bank deems fit (whether in Hong Kong or elsewhere) and, without prejudice to the Bank’s rights under Section 2 – “Disclosure of Information” in the Terms and Conditions, the Client authorises the Bank to disclose any and all Customer Information to such person.

25 ASSIGNMENT / TRANSFER

25.1 The Client Agreement shall be binding on, and enure to the benefit of, the Bank and the Client and their respective successors and assigns, except that the Client’s rights and obligations under the Client Agreement (including the credit balance(s) of the Account(s)) cannot in any way be assigned, transferred or charged to any third party whether by way of security or otherwise howsoever.

25.2 The Bank may at any time and from time to time, for any reason as it shall in its absolute discretion deem fit, including on any request by a court or authority of any jurisdiction (whether in Hong Kong or in any other jurisdiction and/or whether received by the Bank or otherwise), assign, transfer or novate to any person(s) (whether in Hong Kong or in any other jurisdiction, including any Affiliate and head office of the Bank) any or all of the Bank’s rights and obligations under the Client Agreement or any instrument in connection therewith to any party (including under any Facility) or in connection with any of the Account(s), Service(s), Facility(ies) or Transaction(s) and may deliver any or all Collateral to such party, who shall thereupon assume all obligations of the Bank, and become vested with all the powers and rights given to the Bank, herein or in the instrument(s) transferred, and the Bank shall thereafter be relieved and fully discharged from any liability or responsibility with respect thereto, but, for the avoidance of doubt, the Bank shall retain all rights and powers hereby given with respect to any and all instrument(s), rights or Collateral not so assigned, transferred or novated.

25.3 The Bank may at any time and from time to time change the office from or through which any Facility is provided or made available or at which any transaction relating to any of the Account(s), Service(s), Facility(ies) or Transaction(s) is provided or made available or at which any of the Account(s), Service(s), Facility(ies) or Transaction(s) is booked, recorded or affected, or through which it makes or receives payments or deliveries for the purpose of any of the Account(s), Service(s), Facility(ies) or Transaction(s).

25.4 The Client undertakes to execute (and shall procure that each other Security Party executes) all such instruments or documents and do all such acts or deeds (at the Client’s own cost) as may be required by the Bank in connection with any such assignment, transfer, novation or change referred to in this Clause 24. Without prejudice to the generality of this clause, any failure by the Client to execute any instrument or document and do all such acts or deeds, if required (at the Client’s own cost) shall not affect the validity of the assignment, transfer, novation or change referred to in this Clause 25.



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26 AMENDMENTS

The Bank shall have the rights to add to, alter, vary, supplement or modify all or any of the terms of the Client Agreement at any time in its absolute discretion by giving the Client advance notice in writing as follows:

(a) 30 days’ notice where the additions, alterations, variations, supplements or modifications affect fees and charges (unless such changes are not within the Bank’s control) and/or the liabilities or obligations of the Client; or

(b) reasonable notice for all other variations.

To the extent permitted by Applicable Laws and without prejudice to the above notice period, the variations shall be effective on and from the date specified by the Bank in its notice sent to the Client (which shall be binding upon receipt, or deemed receipt, by the Client) in accordance with the Client Agreement or, if no such date is specified, on and from the expiry of the relevant notice period.

27 CONFLICTS OF INTERESTS

27.1 The Bank may (without the prior consent from the Client) effect transactions for or on behalf of the Client through the agency of and/or with a counterparty which is related to the Bank whether directly or indirectly or through or with another client of the Bank even if a conflict of interest may arise. The Bank may also (without the prior consent from the Client) effect transactions for or on behalf of the Client in which the Bank has a direct or indirect interest (whether material or not).

27.2 The Client acknowledges and accepts that the Bank and/or any member of the Julius Baer Group may have an interest, relationship or arrangement that is material or give rise to a conflict of interest in relation to any transaction effected on behalf of the Client, including without limitation taking an opposite position to the Client in any transaction whether for the account of the Bank, any member of the Julius Baer Group or any of their clients.

27.3 Subject to the Bank taking reasonable care to ascertain that the terms are within acceptable market rates at the relevant time, the Bank, any of its nominees or agents, any Affiliate may at any time have an interest in a transaction, including acting as agent for another party, acting as principal in selling its own property, receiving and retaining commission from other parties to a transaction, executing a transaction with prior knowledge of other related transactions, being a holder, dealer or market maker in securities or other investments purchased or sold by the Client, or otherwise participating or having an interest in an issue or issuer of securities.

27.4 Subject to compliance with the Applicable Laws, neither the Bank nor any member of the Julius Baer Group shall be obliged to disclose or account for any profits made by them in respect of any transactions mentioned in the above provisions in this Clause 27.

27.5 The Client also acknowledges and accepts that the Bank’s employees and representatives may enter into transactions that are similar in nature to the Transactions on their own accounts pursuant to the Bank’s policy for employee dealing.

27.6 The Bank may from time to time, as principal or agent, have positions in, or may buy or sell, or make a market in any Securities, currencies, financial instruments or other assets relating to or underlying an Alternative Investment. Without prejudice to other terms in the Client Agreement, the Bank or its Affiliates may provide other services to and/or have officers who serve as directors of the corresponding persons and/or entities of the Alternative Investment. The Bank or its Affiliates may engage in hedging activities which include financial instruments related to the Alternative Investments. The Bank or its Affiliates may adjust or liquidate these hedge positions at any time. Such transactions by the Bank or its Affiliates may have significant effects on the relevant markets. The Bank and its Affiliates accept no liability if the Client suffers any Loss as a result thereof.

27.7 The Client releases the Bank and/or its Affiliates from any and all claims it may have against the Bank and/or its Affiliates arising from conflicts of interest and/or the receipt or retention of any Remuneration. The Bank shall not be liable for all and any Loss which may result from any conflict of interest.

28 WAIVER AND SEVERABILITY

No failure, omission or delay on the Bank’s part in exercising any right, power or remedy under the Client Agreement or any instrument in connection therewith (including under any Facility) shall be construed as a waiver thereof or acquiescence therewith or impair such right, power or remedy or operate as a waiver, nor shall any single or partial exercise of the same preclude any further exercise or the exercise of any other rights, power or remedy. The rights, powers and remedies provided in the Client Agreement are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of the Client Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision



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under the law of any other jurisdiction, and of the remaining provisions of the Client Agreement shall not be affected or impaired thereby.

29 ILLEGALITY

Notwithstanding any other provision herein, if, by reason of any Applicable Law or regulatory requirement (whether or not having the force of law) or any change therein or judicial decision relating thereto or the interpretation or administration or application thereof, it shall become (or it shall appear to the Bank that it has or will become) unlawful or otherwise prohibited for the Bank to maintain or give effect to any of its obligations herein, the Bank shall thereupon notify the Client to that effect and the Client shall immediately upon receipt of such notification from the Bank pay the whole of all monies owing to the Bank by the Client at such time.

30 GOVERNING LAW AND JURISDICTION

30.1 The Client Agreement and all relations between the Client and the Bank shall be governed by and construed in accordance with the laws of Hong Kong and the Client hereby irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong. Nothing in this Clause shall limit the rights of the Bank to bring any proceedings arising out of or in connection with the Client Agreement and the relations between the Client and the Bank in any court elsewhere nor shall the bringing of any proceedings in any jurisdiction preclude the Bank from bringing any such proceedings in any other jurisdiction.

30.2 Subject to Clause 25 of this Section, all deposits and their payment are governed by and subject to the laws in effect from time to time in the place in which the Bank is situated, which shall be the sole place of payment. No Affiliate shall be liable to repay any deposit. Instructions for the remittance or transfer of funds to or through correspondent banks shall not affect or be construed to affect the foregoing.

30.3 Notwithstanding any other provision herein, the Client Agreement and all the rights and obligations of the Client and the Bank hereunder shall be subject to all Applicable Laws, including any laws, rules, regulations, directives or sanctions which may from time to time be issued and/or imposed on the Bank by the government and/or regulatory authorities of Hong Kong or in any way in relation to the Bank’s operations and assets in any part of the world. Nothing herein shall operate to remove, exclude or restrict any right of the Client or any obligations of the Bank under the Applicable Laws. Subject as aforesaid, the Bank shall be entitled to rely on and act in accordance with all legislation and any guidelines, codes or other information applicable to it, including those published by HKMA and/or the Hong Kong Association of Banks, to the extent that they are applicable to the Bank providing the Services under the Client Agreement and the Bank shall not incur any liability to the Client as a result of so relying or acting.

30.4 Where the Client does not have an address in Hong Kong, the Client undertakes to nominate an agent with an address in Hong Kong to accept service of any legal process in Hong Kong on its behalf. Such agent shall acknowledge in writing to the Bank its appointment as such agent and service of legal process on such agent shall be deemed to constitute service on the Client.

30.5 The Client further irrevocably consents to the service of process out of the courts of Hong Kong in any proceedings by the mailing of copies thereof by registered or certified prepaid airmail post to the Client at the address specified herein (or its last known address in the Bank’s records), such service to become effective seven days after such mailing. Nothing herein shall affect the Bank’s rights to serve process in any other manner permitted by law.

30.6 The Client hereby acknowledges the competence of the courts of any jurisdiction in which the Bank brings proceedings with respect to the Client Agreement and agrees that a final judgment in any such proceedings brought in such courts shall be conclusive and binding on the Client and if proceedings are brought in the courts of Hong Kong and final judgment is obtained in respect thereof, such final judgment may be enforced in any other courts under which jurisdiction the Client is or may be subject by a suit upon such final judgment. A certified copy of such final judgment shall be conclusive evidence of the fact and of the amount of the Client’s indebtedness, as the case may be. The Client hereby irrevocably waives any objection which it may now or hereafter have to the venue of any proceeding arising out of or relating to the Client Agreement selected by the Bank and hereby further irrevocably waives any claim that the venue so selected is not a convenient forum for any such proceeding.

30.7 The Client hereby irrevocably agrees that should the Bank take any proceedings anywhere (whether for an injunction, specific performance, damages or otherwise), no immunity (to the extent that it may at any time exist whether on the grounds of sovereignty or otherwise) from those proceedings or from attachment (whether in aid of execution before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, any such immunity being irrevocably waived, and irrevocably agrees that the Client and its assets are and shall be subject to such proceedings, attachment or execution in respect of its obligations under any of the Accounts, Services, Facilities, Transactions and/or the Client Agreement.



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31 COMMISSIONS

The Client understands and agrees that the Bank may receive or pay Remuneration from or to other Julius Baer Group companies or third parties. Remunerations may be based on the volume of assets invested in an instrument (e.g. a fund, investment company equity, structured product, etc.) and/or may be based on the volume of client transactions (including net-priced transactions, i.e. transactions where the respective payment is built into the net purchase or sales price of a product or asset). Annually accrued Remunerations may amount to a considerable sum.

The Client agrees that any Remunerations or other similar provisions may be treated and retained by the Bank as compensation, in addition to that paid by the Client for the services provided by the Bank, and need not be paid to the Client. The Client confirms that he understands and approves this system of additional compensation for the Bank’s services. Upon request, the Bank will provide the Client with further information on Remunerations received on specific products and services.

The potential receipt by the Bank of Remunerations, including payments that are received by the Bank for services which the Bank renders to third parties, in particular promoters of investment instruments, could lead to a conflict of interest. The Bank has, however, implemented measures to ensure that the interests of its clients are appropriately protected at all times and are not adversely affected by the receipt and retention of Remunerations by the Bank.

The Client authorises the Bank to pay charges, commissions, rebates, retrocessions and other fees to any third parties at its absolute discretion. In addition, the Client accepts, is aware of and consents to the payment by the Bank of Remuneration, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is or is not disclosed to the Client) or in respect of any Transaction. The Client acknowledges and agrees that the Bank, its Agents and/or Affiliates may retain for its sole benefit, Remuneration paid or given to the Bank, its Agents and/or Affiliates, by any Agent or third party in connection with the provision of the Services by the Bank and/or in respect of any Transaction whether the Bank is acting as principal or agent. The Bank, its Agents and/or Affiliates shall not be liable to account to the Client for any Remuneration received by the Bank, its Agents and/or its Affiliates from or by reason of such Services and/or Transactions.

32 RESPONSIBILITIES FOR INVESTMENTS

32.1 In relation to the purchase and/or sale of any product:

(a) the Bank may solicit the sale of or recommend a product to the Client in accordance with Clause 32.4; and/or

(b) the Client may enter into the transaction without or inconsistent with any solicitation or recommendation from the Bank in accordance with Clause 32.7.

32.2 Unless expressly provided in any agreement between the Bank and the Client, the Bank does not provide advisory services and therefore does not assume any advisory duty of care or obligation in the solicitation of the sale or recommendation of any product other than to ensure reasonable suitability as set out in Clauses 32.4.

32.3 Unless otherwise expressly stated in these Terms and Conditions or in other terms and conditions in relation to any product or service,

(a) the Bank does not advise on personalised asset allocation, investment portfolio and investment strategy; and

(b) the Bank does not have any obligation to make available any service or provide advice in relation to the purchase or sale of products which the Bank does not distribute or offer to its clients.

32.4 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 the Client’s financial situation, investment experience and investment objectives (“Customer Financial Information”).

32.5 No other provision of these Terms and Conditions or any other document that the Bank may ask the Client to sign and no statement that the Bank may ask the Client to make derogates from Clause 32.4.

32.6 In the event of any inconsistency between Clauses 32.4 and 32.5 and any other provision of these Terms and Conditions, any other agreement between the Bank and the Client or any other document that the Bank may ask the Client to sign, Clauses 32.4 and 32.5 shall prevail to the extent required by Hong Kong law.

32.7 If the Client enters into a Transaction with the Bank without or inconsistent with any solicitation or recommendation from the Bank, the Bank will not have any obligation or duty to assess whether or ensure that the product is suitable



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for the Client. The Client acknowledges and agrees that it is the Client’s sole responsibility to assess and to satisfy itself that the transaction is appropriate for it.

32.8 By entering into a Transaction with the Bank, the Client confirms that any information the Client provides to the Bank (including the Customer Financial Information) is complete, accurate and up-to-date. When the Bank assesses suitability, the Bank will rely on the Client’s confirmation.

32.9 Making available to the Client any Communication including advertisements, marketing or promotional materials, market information or other information relating to a product or Service shall not, by itself, constitute solicitation of the sale or recommendation by the Bank of any product or Service.

32.10 Before the Client enters into a Transaction, the Client should:

(a) consider the Client’s own circumstances and understand the product features, terms and risks, and the Client should contact the Bank if the Client has any questions on the product;

(b) note that the Bank has no ongoing responsibility to ensure that a product the Bank has solicited the sale of or recommended to the Client remains suitable for the Client; and

(c) note that if circumstances relating to the Client, such product, such product’s issuer or general market conditions change, such product may no longer be suitable for the Client.

32.11 Unless expressly agreed to in writing by the Bank, the Client acknowledges and agrees that:

(a) the Bank is not obliged to provide the Client with any advice or recommendation;

(b) the Bank does not act as the Client’s adviser or fiduciary;

(c) even if the Bank may have provided information, recommendation, advice or views, such information, recommendation, advice or views are not to be regarded as investment advice provided by the Bank to the Client and not to be relied upon by the Client as such save only to the extent permitted by Applicable Laws and subject to Clause 32.4;

(d) the Client accepts that no Communications from the Bank shall be considered assurance or guarantee of the expected results of any Transaction;

(e) even if the Client has informed the Bank of its risk tolerance, financial situation, investment experience, investment objectives and investment period, for each and every Transaction, the Client shall be solely responsible for evaluating the merits and risks of the Transaction and making its own decision to enter into the Transaction, each and every Transaction shall be executed solely at the Client’s risk, and the Bank does not owe the Client a duty to exercise judgment as to the merits of any Transaction; and

(f) in its dealing with the Client, the Bank is entitled to rely on the Client‘s agreement herein to accept sole responsibility for the Transactions.

33 THIRD PARTY RIGHTS

33.1 Unless otherwise specifically provided and subject to Clause 33.2 below, the Client Agreement shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of the Client Agreement which does or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any law (whether of Hong Kong or elsewhere and whether current or to be enacted or come into effect in the future, including without limitation the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong)) giving to or conferring on third parties contractual or other rights in connection with the Client Agreement shall be excluded.

33.2 Clause 33.1 shall not apply to any of the rights, indemnities and exemptions applied to or conferred on the Bank’s directors, officers and employees and on the Affiliates, agents of the Bank and their respective directors, officers, employees or agents pursuant to the relevant terms of the Client Agreement.



SECTION 2DISCLOSURE OF INFORMATION

SMISCELLANEOUS



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SECTION 2 DISCLOSURE OF INFORMATION

1 Unless otherwise defined in this Section, terms and references defined or construed in any other Section of the Terms and Conditions shall have the same meaning and construction in this Section.

2 Without prejudice to the Bank’s rights to disclose information relating to its customers under the Applicable Laws, including the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) or otherwise, the Client consents for the Bank and its officers to disclose any information (whether supplied by the Client or a third party and whether before or after any Account is opened) relating to the Client, the Account(s), the Client’s account relationship or dealing relationship with the Bank or any member of the Julius Baer Group, the Services, the Facility(ies), and any and all Financial Transaction(s) and Transaction(s) (all such information hereinafter collectively referred to as “Customer Information”), as the Bank shall consider appropriate, to the following persons, whether or not they are in or outside Hong Kong:

(a) any person participating in the provision of services to the Bank, the Bank’s agents, brokers, custodians, insurers, contractors, professional advisors (including auditors and legal advisors) or any other third party provider of services (including debt collection, printing or mailing of cheque books, reports, newsletters or other documents, and professional, management, administrative, data management, electronic, telecommunications, computer, payment, collections, security, investigation, clearing, credit reference or checking services), or to any other person to whom the Bank has outsourced or subcontracted any part of the Bank’s business, or to any person participating in the provision of services (including information technology services, cloud hosting services, asset management platforms) to a third party investment manager or advisor of the Client, or to any exchange or clearing house, whether in Hong Kong or any other jurisdiction, under or in connection with the Account(s), Service(s), Facility(ies), Financial Transaction(s), Transaction(s) or the Bank’s business;

(b) any person with (or through) whom the Bank enters into (or may potentially enter into) any Financial Transaction or Transaction in connection with the purchase or sale of any credit insurance or any other contractual protection or hedging with respect to the Client’s obligations under any of the Account(s), Service(s), Facility(ies), Financial Transaction(s) and/or Transaction(s) or proposed Account(s), Service(s), Facility(ies), Financial Transaction(s) and/or Transaction(s);

(c) any credit bureau approved by the relevant authorities and any member or subscriber of such credit bureau;

(d) any government, quasi-government, regulatory, fiscal, monetary, law enforcement or other authority, body or person where the Bank is required to do so by Applicable Laws or pursuant to any order of court or tribunal or any code or guideline not having the force of law but with which the Bank generally complies;

(e) any insurer, guarantor or provider of security in relation to the Client or the Account(s), Service(s), Facility(ies), Financial Transaction(s) and/or Transaction(s), or the auditor of the Client or any member, partner, director or shareholder of the Client;

(f) the Affiliates of Bank Julius Baer & Co. Ltd.;

(g) any actual or potential assignee, transferee, novatee of any right and obligations of the Bank or other actual or potential participant or sub-participant of any of the Bank’s rights and/or obligations under or relating to any Facility or Service granted by the Bank to the Client or any Financial Transaction or Transaction between the Client and the Bank and any security provided in connection therewith for any purpose connected with the proposed assignment or transfer;

(h) any provider of credit protection in respect of any of the Bank’s rights and/or obligations in relation to the Facility(ies);

(i) any person to whom any fees, commissions or other amounts may be payable, for the exclusive purpose of determining the quantum of such fees, commissions or other amounts as may be necessary in order to properly calculate such quantum; or

( j) any person to whom the Bank is under a duty to disclose or the Bank considers in good faith is in the interest of the Bank to make such disclosure, including but not limited to disclosure to other financial institutions for bank reference purposes.

3 If the Client is an individual, the Client shall be entitled at any time to the rights afforded under the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) as illustrated in the Bank’s Personal Information Collection Statement.

4 The Client recognises that from time to time the Bank may receive enquiries from SEHK and/or the SFC and/or the HKMA (the “Hong Kong Regulators”) concerning the Client or transactions entered into by a Client for itself or another person. Without in any way prejudicing, restricting or derogating from the generality of the foregoing provisions of this Section 2 which shall be given and construed in their widest and most liberal interpretations, but merely for the



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avoidance of doubt, the Client authorises the Bank to disclose information concerning it or such other person or any such transaction to the Hong Kong Regulators and, where the Client enters into a transaction for the account of or for the benefit of another person, or where transaction is originated by another person, agrees that:

(a) Subject as provided below, the Client shall, immediately upon request by the Bank, inform the Bank for the Bank to disclose to the Hong Kong Regulators of the identity and contact details of the person for whose account the transaction was effected and (so far as known to the Client) of the person with the ultimate beneficial interest in the transaction. The Client shall also inform the Hong Kong Regulators of any third party who originated the transaction.

(b) If the Client effects a transaction for an investment fund or discretionary account, the Client shall, immediately upon request by the Bank, inform the Hong Kong Regulators of the identity and contact details of the person who, on behalf of the fund or account, instructed the Client to effect the transaction.

(c) If the Client effects a transaction for the account of another person and the Client is in a jurisdiction with client secrecy laws, the Client confirms that its client has waived the benefit of the secrecy laws, in relation to any enquiry by the Hong Kong Regulators. The Client confirms that such waivers are valid and binding under the laws of such jurisdiction.

(d) If the Client is aware that the person for whom it is acting is itself acting as intermediary for an underlying client, and the Client does not know the identity and contact details of the underlying client for whom the transaction was effected, the Client confirms that:

(i) it has arrangements in place with its client which entitle the Client to obtain such information from its client immediately upon request; and

(ii) it will, on request from the Bank in relation to a transaction, promptly request such information from the client on whose instructions the transaction was effected, and provide the information to the Hong Kong Regulators as soon as it is received from its client.

If the information requested by the Hong Kong Regulators is not provided to the Bank within two business days, the Bank may be required by the Hong Kong Regulators to close out any open positions and/or suspend the provision of any Services and the Bank shall not be liable for any Loss to the Client as a result.

The Client confirms that its obligations under this Clause 4 shall survive termination of the Client Agreement, closure of any Account, termination of the provision of any services, or termination of any agreement the Client has with the Bank or any member of the Julius Baer Group (however caused).

5 The Client agrees that its data may be transferred to any place outside Hong Kong, whether for the processing, holding or use of such data outside Hong Kong.

6 All data relating to the Client (whether provided by the Client or any other person, and whether provided before or after any Account is opened) may be used for (a) operating internal control/verification procedures; (b) conducting credit and other status checks and assisting other institutions to conduct such checks; (c) ongoing administration of the Account(s); (d) providing the Client with securities trading and related services; (e) any purpose relating to collection of any sums due or enforcement of any charge or security in favour of any member of the Julius Baer Group; (f) designing and/or marketing securities trading and other services or products of any member of the Julius Baer Group; (g) forming part of the records of the recipient of the data as to the business carried on by it; (h) observing any legal, governmental or regulatory requirements of Hong Kong or other relevant jurisdiction including any disclosure or notification requirements; and (i) any other purpose relating to the business or dealings of the Julius Baer Group.

7 Further, without limitation to the generality of the foregoing, the Client specifically consents to the following disclosures by the Bank, its officers and agents:

(a) the disclosure to the relevant stock exchanges, central depositories, (sub-) custodians, brokers, issuers, clearing agencies, securities commissions, regulatory bodies (including Hong Kong Regulators (as defined in Clause 4 above)) or other authorities and market participants as the case may be (singly or collectively referred to as the “Third Party”), at their specific request and/or based on a segregation of accounts and/or other reporting duty, of Customer Information (including without limitation the Client’s identity (including without limitation the Client’s name(s), address(es) and domicile) and/or that of the beneficial owner(s)) of those who:

(i) trade and/or hold stocks, bonds, funds, warrants, commodities, OTC contracts or other financial instruments, including foreign exchange transactions (collectively, the “Financial Instruments”); or

(ii) execute payment orders, cash transfers to other accounts, cash transactions regarding the purchase



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of and/or the receipt of proceeds from Financial Instruments and any other transaction requiring local currency clearing in affected currencies. Affected currencies include but are not limited to United States Dollar (USD) and European Union Euro (EUR),

and details of any relevant Financial Instruments (including without limitation the ISIN number, ISIN description and the number of Financial Instruments involved), irrespective of where they are traded or held, as well as the economic reason for the transaction. A Third Party may potentially forward the information to its branches or group entities or to other market participants or authorities within and/or outside of its jurisdiction or otherwise disclose it. The Client agrees to provide the Bank with the necessary information to comply with its aforesaid obligations;

(b) (where transactions may be executed on SEHK on behalf of the Client, or for the Client’s account) the disclosure of client identity information, including the identity, address, occupation and contact details of the person or entity ultimately responsible for originating the instruction to effect any such transaction, including the ultimate and intermediate originators and/or the persons or entities that stand to gain the commercial or economic benefit of the transaction and/or bear its commercial or economic risks, to any Hong Kong broker licensed or registered with the SFC through whom the Bank may effect transactions on SEHK and/or the SFC;

(c) (where the Client may subscribe for shares in a company listed on SEHK (each, a “ListCo”) in an offering (each, an “Offering”)) the disclosure of Customer Information to the ListCo, any government authority, regulatory body or securities exchange and to such other party as may be required in order for the Bank to comply with applicable laws and regulations or conditions relating to the subscription for the Offering;

(d) (where the Client has undertaken investments in limited partnerships or limited liability companies in the United States of America (the “United States”)) the disclosure of any Customer Information to the administrator of such investment(s), a custodian or any tax authority, whether in the United States or any other jurisdiction, for the purpose of determining the tax liability of the Client or otherwise;

(e) (where the Client is a holder of shares/units in an open-end mutual fund registered in the United States (each, a “US Fund”)), the disclosure of Customer Information, including the Client’s name(s), address(es), domicile, passport or other identification number(s), tax identification number(s), the number of shares/units held by the Client and details of the transactions undertaken by the Client, to the US Fund and/or any financial intermediary between the Bank and the US Fund;

(f) (where the Client has undertaken or intends to undertake investments in non-traditional funds (each, a “Fund”), including funds domiciled in offshore jurisdictions, hedge funds and other funds with special market and/or operational risks) the disclosure of Customer Information, including client identity, beneficial ownership and the source of the funds invested in the Fund, to the Fund; and

(g) (where the Account is considered as a United States account within the meaning of the United States Foreign Account Tax Compliance Act (the Hiring Incentives to Restore Employment Act, Title V, Subtitle A) of the United States (the “FATCA”) the disclosure of any Customer Information to any tax, government or regulatory authority, whether in the United States or any other jurisdiction, for the compliance of the FATCA and any regulations, agreements or arrangements pertaining to the FATCA, or where any other laws, regulations, agreements or arrangements on identifying clients or automatic information exchange is applicable to the Account.

8 In the event that the Client instructs the Bank to send funds by wire transfer to a bank or financial institution (the “Beneficiary Institution”), whether in Hong Kong or any other jurisdiction, the Client acknowledges that the Bank may be required to disclose certain Customer Information, including the Client’s name(s), Account number(s), address(es), unique identification number(s) and date and place of birth, to the Beneficiary Institution and the Client consents to such disclosure.



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Bank Julius Baer & Co. Ltd., Hong Kong branchIncorporated in Switzerland with limited liability

SECTION 3TERMS AND CONDITIONS FOR E-BANKING

AND ELECTRONIC INSTRUCTIONS



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SECTION 3TERMS AND CONDITIONS FOR E-BANKING AND ELECTRONIC INSTRUCTIONS

1 DEFINITIONS


(a) “Access Credentials” means the e-Banking User ID, the e-Banking Password, the Secure PIN Token, the Activation Code and any other password, token, Software Application, electronic device code, or other unique login identification credentials issued or prescribed by the Bank or any other party designated by the Bank from time to time, or if applicable, any Instant Messaging Application login identification credentials, passwords, software or other electronic device codes in order to enable the User to access and/or use e-Banking and the Core Services;

(b) “Access Procedures” means the authentication, configuration, use and/or access procedures relating to the Access Credentials used to identify the User for the purposes of allowing access to and/or use of e-Banking and the Core Services;

(c) “Activation Code” means the code automatically generated after the User has created the e-Banking Password on the user log-on entry web page;

(d) “App” means the Software Application known as “Julius Baer Mobile App” or such other name as may be given by the Bank from time to time which allows access to e-Banking via a Prescribed Device;

(e) “Authorised Person(s)” being an/the Authorised Representative(s) with Full Power or an/the Authorised Representative(s) with Limited Power;

(f) “Core Services” means the financial, banking or other services, products, information, functions and facilities which may be offered by the Bank and accessed through e-Banking from time to time (as may be withdrawn, added to or modified by the Bank from time to time in its discretion according to Clause 14);

(g) “Compromised Access Credentials” has the meaning ascribed to it in Clause 6.3;

(h) “Content” has the meaning ascribed to it in Clause 16.1;

(i) “e-Banking” or “E-Banking” means the service of making available any one or more channels of electronic access or other channels of self-service access to any of the Core Services, which channels may include but are not limited to websites, Software Applications (except Instant Messaging Applications), Prescribed Devices, computers, telephones, mobile telephones, wireless data networks, electronic mails, mobile devices (including personal digital assistants), in or outside Hong Kong and/or any other channels and/or means as may be determined by the Bank in its absolute discretion from time to time;

( j) “e-Banking Password” or “E-Banking Password” means the valid password that the Client and/or its Authorised Person(s) use in conjunction with the e-Banking User ID and any other relevant Access Procedures to access and/or use e-Banking and the Core Services;

(k) “e-Banking Terms” or “E-Banking Terms” means the terms and conditions set out in the application form for e-Banking and in this Section;

(l) “e-Banking User ID” or “E-Banking User ID” means the unique login identification name or code issued or prescribed by the Bank in order to enable the User to access and/or use e-Banking and the Core Services;

(m) “Electronic Instruction(s)” means any Instruction, Communications, order or request transmitted through e-Banking, Instant Messaging Application, or other Software Application, as agreed by the Bank to be used for Communications of such Instructions, and authenticated, whether during the initial establishment of the communication channel or otherwise, with the Access Procedures in accordance with the Bank’s prescribed procedures and requirements from time to time;

(n) “Including”, “Include”, “In particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them;

(o) “Instant Messaging Application” means (i) the instant messaging function of the App or (ii) any third-party instant messaging application or similar communication application, from time to time, authorised to be used by the Bank as a Software Application for exchanging Electronic Instructions;

(p) “Investment Fund” means any investment fund, unit trust or other securities, whether or not managed by the Bank;

(q) “Prescribed Device(s)” means a computer, laptop, mobile telephone, smartphone, tablet, phablet or other device that the App may be run on as may be prescribed by the Bank from time to time;



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(r) “Secure PIN Token” means the electronic device or a Software Application (including the App) designed to be used as a software token or log in identifier issued or prescribed by the Bank to enable the User to access and/or use e-Banking and the Core Services;

(s) “Security Notification” has the meaning ascribed to it in Clause 6.3;

(t) “Software Application” means any software, application or programme permitted by the Bank to be used in connection with e-Banking and Electronic Instructions, including, the App, Instant Messaging Applications and any other software applications used to provide Electronic Instructions;

(u) “Third Party Provider” in this section means any third party provider of Software Applications and/or related services (including third party providers for Instant Messaging Applications), that the Bank permits to be used to exchange Electronic Instructions;

(v) “Unauthorised Person(s)” means all persons not being the User; and

(w) “User” / “e-Banking User” means the Client(s) and/or the Authorised Person(s), being the person(s) having access to the Core Services.

1.2 Unless otherwise defined in this Section, terms and references defined or construed in any other Section of the Client Agreement shall have the same meaning and construction in this Section.

1.3 In the event of any inconsistency between this Section and any other Section of the Client Agreement:

(a) the other Section of the Client Agreement shall prevail in so far as the inconsistency relates to the Core Service in question; and

(b) the e-Banking Terms shall prevail in so far as the inconsistency relates to e-Banking and Electronic Instructions.

1.4 Clause 5 of this Section applies if the Bank makes available to the User the Core Service of placing trading orders through e-Banking or Electronic Instructions.

2 ACCESS TO E-BANKING

2.1 Access to e-Banking is subject to these e-Banking Terms and is granted to persons who have activated e-Banking for their Account(s) and identified themselves by entering:

(a) the e-Banking User ID,

(b) the e-Banking Password, and/or

(c) such other Access Credentials that the User is prompted to provide,

each in accordance with the Access Procedures.

2.2 The Bank shall have no obligation or responsibility to ensure or verify that such person(s) entering the Access Credentials and accessing e-Banking through the Access Procedures is/are the Client and/or its Authorised Representative. The Client shall ensure that each of its Authorised Representative is aware of and complies with the e-Banking Terms and these Terms and Conditions for e-Banking and Electronic Instructions.

2.3 All use and/or access, or purported use and/or access, of e-Banking or any Services by any User shall be deemed the Client’s use and/or access. All references to the Client’s use and/or access of e-Banking or any Services shall be deemed to include its Authorised Person’s use and/or access where applicable.

2.4 The Access Credentials may either be: (a) issued to the User by the Bank, or (b) provided by the User and accepted by the Bank in the Bank’s absolute discretion. The Bank may at any time in its absolute discretion invalidate, deactivate or revoke the Access Credentials and/or the Access Procedures without giving any reason or prior notice (whether oral or otherwise), and shall not be liable or responsible to the Client, any Authorised Representative and/or any other person(s) for any Loss of whatsoever nature and howsoever arising from or in connection with such invalidation, deactivation or revocation.

2.5 For the purpose of activating e-Banking, the Bank may from time to time in its absolute discretion, provide to the Client and/or its Authorised Persons as applicable, in accordance with such means or modes of communication (such as by short message service (SMS) or by mail) as may be instructed by the Client and/or its Authorised Persons or as determined by the Bank in its absolute discretion, information regarding the activation and/or log-on process for e-Banking. The Bank



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may from time to time in its absolute discretion, and without prior notice (whether oral or otherwise), amend, modify, supplement, revise or vary such activation and/or log-on process for e-Banking. The Bank strongly recommends that the e-Banking Password be changed periodically and that the Client and/or its Authorised Persons follows the password, security management instructions and recommendations that may be made available on e-Banking and/or means as may be determined by the Bank in its absolute discretion.

The User shall observe the Bank’s Instructions and procedures in selecting an e-Banking Password and any other relevant Access Credentials that the User is prompted to select. The User is advised that it is not suitable to select easily accessible personal information such as telephone numbers, date of birth or secret codes for accessing other services (for example, connection to the Internet or accessing other websites) as an e-Banking Password.

3 ELECTRONIC INSTRUCTIONS

3.1 Electronic Instructions may involve the use of standalone Software Applications from Third Party Providers, such as Instant Messaging Applications. Electronic Instructions passed via Instant Messaging Application are exchanged between the Client and/or any Authorised Representative and the Bank are not subject to centralised or automated processing. In consideration of the Bank granting the Client and its Authorised Representatives the right to communicate with and instruct the Bank on using any Software Applications from Third Party Providers, the Client irrevocably and unconditionally agrees to and acknowledges the following:

(a) The Client’s and/or its Authorised Representatives’ use and/or access of any Software Application from Third Party Providers may be subject to separate terms and conditions (i) between the Third Party Provider and the Client and/or (ii) between the Third-Party Provider and each Authorised Representative (where applicable). The Client agrees and confirms that it and its Authorised Representatives are solely responsible for complying, and will fully comply, with such terms and conditions of the Third-Party Provider.

(b) It is the Client’s and its Authorised Representatives’ sole responsibility to review and accept such terms and conditions of the Third-Party Provider before using the relevant Software Applications (including Instant Messaging Applications). The Bank is not obliged to notify the Client and/or its Authorised Representatives of such terms and conditions of the Third-Party Provider at any time.

(c) The Client agrees and confirms that it and its Authorised Representatives will not use Software Applications from Third Party Providers to communicate security related information such as Access Credentials. If there is a requirement to exchange such information to the Bank, the Client and its Authorised Representatives shall utilise secured channels to do so.

(d) The Bank cannot and does not make any representation, guarantee, warranty or agreement of any kind in respect of any third-party Software Application such as Instant Messaging Applications, including in relation to their merchantability, function, quality, security or fitness.

(e) E-Banking is a distinct service which is operated by the Bank independently from the services provided via Software Applications (including Instant Messaging Applications) from Third-Party Providers. Whilst the Bank may use the platform(s) operated and managed by the Third-Party Provider to facilitate the exchange of Electronic Instructions with the Client and/or its Authorised Representatives, the Bank may also maintain independent records of any and all information transmitted via the Instant Messaging Application (including any Electronic Instruction).

(f) Electronic Instructions sent by the Client via Instant Messaging Applications are exchanged between the Client and/or any Authorised Representative and specified Persons designated by the Bank and are not subject to any centralised, automated or straight through processing.

3.2 The Bank may in its absolute discretion determine or specify from time to time the scope and features of any Software Application which the Client and/or any Authorised Representative may use and/or access via e-Banking or to give Electronic Instructions. The Bank may also, in its absolute discretion, cancel, withdraw, suspend, vary, expand, or reduce (in part or in full) any e-Banking or Electronic Instruction services made available through any Software Application at any time without giving any prior notice thereof or stating any reasons.

3.3 The Bank is authorised (but is not obliged) to act upon any Electronic Instruction. The Bank shall not be liable or responsible to the User and/or any other person(s) for any Loss of whatsoever nature and howsoever arising from or in connection with the Bank acting upon such Electronic Instruction. All Electronic Instruction made by the Client and/or its Authorised Persons or purportedly made by the Client and/or its Authorised Persons shall be deemed to be given by the Client. The Bank shall not be obliged to investigate the authenticity or authority of the person effecting such Electronic Instruction or verify the accuracy and completeness of such Electronic Instruction.

3.4 Notwithstanding the foregoing, the Bank may, in its absolute discretion and without stating any reasons:



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(a) require that the Client and/or each Authorised Representative identify itself by any alternative means (including by signature or in person or otherwise) as required by the Bank;

(b) refuse to act on any Electronic Instruction or rely on any information received via e-Banking or Software Applications. The Bank may (but shall not be obliged to) notify the Client of this refusal via any mode or form of communication as the Bank deems appropriate in its absolute discretion; and/or

(c) require the Client and/or its Authorised Representatives to give confirmation (whether in writing or otherwise and in such form and manner as may be prescribed by the Bank) of any Electronic Instruction or information received via e-Banking or Software Applications before the Bank proceeds to act on such Electronic Instruction or rely on such information. The Client agrees that it and/or its Authorised Representatives shall provide such confirmation via such form and manner as may be prescribed by the Bank, failing which the Bank is entitled not to act on such Electronic Instruction or rely on such information received via e-Banking or Software Applications;

and the Bank shall not be liable or responsible to the Client, any Authorised Representative and/or any other person(s) for any Loss of whatsoever nature and howsoever arising from or in connection with any of the matters referred to in this Clause 3.4.

3.5 The Bank shall not be held liable for any Loss whatsoever or howsoever (whether direct or indirect) which might occur by requesting such further alternative means of identification.

3.6 The User and the Client(s) (where different from the User) unconditionally accept(s) that all Transactions executed through e-Banking pursuant to Electronic Instructions made by or purportedly made by the User and received by the Bank via e-Banking or Software Applications are irrevocable, final and binding on the Client.

3.7 The User and the Client(s) (where different from the User) hereby acknowledge(s) and understand(s) that the transmission of Electronic Instructions (including those transmitted through e-Banking and Software Applications) to the Bank may not be received or completely, accurately or timely received by the Bank for reasons beyond the Bank’s reasonable control including mechanical, software, computer, telecommunications, system, technical network or electronic failure or otherwise. The User and the Client(s) (where different from the User) further acknowledge(s) that unless the User receives written confirmation of receipt of the same from the Bank (by way of post or fax only), Electronic Instructions may not have been received or completely or accurately received and accordingly, may not be processed or accepted by the Bank, or may be wrongly processed by the Bank. The User and the Client(s) (where different from the User) acknowledge(s) and agree(s) that the Bank shall not be liable or responsible to the User and the Client(s) (where different from the User) or any other person(s) in any way for any Loss whatsoever or howsoever caused arising, directly or indirectly, from or in connection with the transmission, failure of transmission, or incomplete, inaccurate or delayed transmission of Electronic Instructions to the Bank or any lack of confirmation of receipt of any Electronic Instruction by the Bank for whatever reason. The Client agrees to assume full responsibility for all consequences of and all Loss that may be suffered or incurred by the Client, and the Client(s) (where different from the User), any Person, the Bank and/or any other Person(s) whatsoever as a result of or in connection with such transmission of Electronic Instruction, and the Bank shall under no circumstance be liable or responsible to any Person for any action, inaction, omission and/or delay on the Bank’s part.

3.8 Without prejudice to Clause 3.7 above, where the Client and/or its Authorised Representatives instructs the Bank to disable any feature or Software Application (including Instant Messaging Applications) from a Third Party Provider in relation to e-Banking and Electronic Instructions the Client acknowledges and agrees that:

(a) there may be a delay between the time such Instruction to disable the feature or Software Application is provided and the time the Instruction is carried out by the Bank (i.e. the time when the instant messaging feature is disabled);

(b) unless and until the Bank has confirmed such Instruction to disable the feature or Software Application via such form or manner as the Bank deems appropriate in its absolute discretion, the Client and/or its Authorised Representatives shall not presume that such Instruction has or has not been received or effected;

(c) the Bank may, in its absolute discretion and without any obligation to give any reason, refuse to act on such Instruction to disable the feature or Software Application. In the event the Bank decides to act on such Instruction, the Bank shall be allowed such amount of time to act and implement the Instruction as may be reasonable having regard to the systems and operations of the Bank and the other circumstances then prevailing;

(d) the Client and/or its Authorised Representatives shall not transmit any Electronic Instruction and/or information using the feature or Software Application the Bank has been instructed to disable the same. In the event that any Electronic Instruction and/or information is so transmitted, the Bank may in its absolute discretion decide whether to act on such Electronic Instruction or rely on such information;

(e) for the avoidance of doubt, notwithstanding the Bank’s rights to decide in its absolute discretion whether to act on any Electronic Instruction, any Electronic Instruction transmitted, if acted upon by the Bank, shall be irrevocable,



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final and binding on the Client; and

(f) the Bank shall not be liable or responsible to the Client, any Authorised Representative and/or any other person(s) for any delay or failure of transmission, or delay or failure in acting on any Instruction to disable the feature or Software Application or for any Loss incurred or suffered as a result thereof or in connection therewith. The Client further assumes full responsibility for all consequences of and any and all Loss that may be suffered or incurred by the Client, any Authorised Representative, the Bank and/or any other person(s) whatsoever arising from or in connection with such Instruction to disable the feature or Software Application and the Bank shall under no circumstance be liable or responsible to any person(s) for any action, inaction, omission and/or delay on the Bank’s part.

3.9 For the avoidance of doubt, this Clause 3 shall not affect the generality of and shall be without prejudice to the terms set out in Clause 5 of Section 1 - “Terms and Conditions for Accounts”.

4 COMMUNICATIONS

4.1 Where the Client and/or its Authorised Representatives have requested and authorised the Bank to deliver Communications electronically through e-Banking or Software Applications, the Client and its Authorised Representatives acknowledge and agree that all Communications made by the Bank through e-Banking or Software Applications pursuant to such request and authorisation shall be deemed to have been duly delivered to and received by the Client and its Authorised Representatives on the date the Communication is issued or the date stated on such Communication (whichever is earlier), notwithstanding that the Client and/or its Authorised Representatives do not access e-Banking or Software Applications for any reason whatsoever or any lack of confirmation that the Client and/or its Authorised Representatives have received, accepted or read such Communication.

4.2 The Bank may, in its absolute discretion from time to time or as required by Applicable Laws, send Communications to inform the Client and/or its Authorised Representatives of such activities and/or instructions in respect of the Client’s Account(s) or the Client and/or any Authorised Representative’s access and/or use of e-Banking or Software Applications. The Client must ensure that the contact details of the Client and its Authorised Representatives in the Bank’s records are updated and accurate to receive such Communications.

4.3 The Client shall bear full responsibility to read the content of all Communications delivered (whether electronically through e-Banking, Software Applications or otherwise) by the Bank in a timely manner and the Client agrees that the Client shall not subsequently raise any argument that the Client and/or its Authorised Representatives were not duly notified or informed (whether orally or otherwise) by the Bank of any matter contained in any Communication (whether delivered electronically through e-Banking, Software Applications or otherwise). The Client assumes full responsibility for all consequences of and all Loss suffered or incurred by the Client, Authorised Representative, the Bank and/or any other person(s) whatsoever arising from or in connection with the electronic delivery of Communications through e-Banking or Software Applications. The Client agrees to assume all risks associated with Communications delivered electronically through e-Banking or Software Applications and any related action, inaction or omission by the Bank, including all and any Loss resulting from or in connection with any delay in the Client’s and/or its Authorised Representatives’ actual receipt of such Communications and missed opportunities.

4.4 The use of e-Banking or Instant Messaging Applications may involve Software Applications from a Third Party Provider. All Communication content that is delivered through such Software Applications may be transmitted to and stored in the Bank and authorised third parties, which may include processing overseas. The use of Software Applications from Third Party Providers is subject to the terms, conditions and policies prescribed by such third parties. It is User’s responsibility to review and accept the terms, conditions and policies of any third-party Software Applications before using such Software Applications. The Bank is not obliged to notify the User of the applicable terms and policies prescribed by third parties from time to time. The User is required to ascertain and observe those terms and policies. The Bank is not responsible for any act or omission of third parties, including how third-party Software Applications may collect, use, transfer or handle the User’s personal information and other data or content.

4.5 The Bank has the right to determine or specify from time to time the scope and features of any Software Application (including but not limited to the App or any Instant Messaging Application) to be made available and the Bank may cancel, withdraw, suspend, vary, expand, or reduce e-Banking or Instant Messaging Application services offered through such Software Application (including but not limited to the App or any Instant Messaging Application) at any time without giving notice or reason.

5 ELECTRONIC TRADING

5.1 The Bank may in its absolute discretion allow the Client and its Authorised Representatives to enter into Transactions through e-Banking subject to and in accordance with the Client Agreement and Facility Documents. The User and the Client(s) (where different from the User) accepts and acknowledges the following in respect of such Transactions:



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(a) in addition to these e-Banking Terms, Transactions for specific investments may be subject to additional terms and conditions, including terms and conditions in respect of such investments as may be prescribed by the Bank from time to time, which will apply in full force and effect;

(b) orders from the User and the Client(s) (where different from the User) to buy and/or sell assets (including Assets) whether listed or traded on any market, stock exchange or otherwise, may not be processed immediately or at any time of the day but are dependent on, among other things, the time and day that such orders are placed by the User and the Client(s) (where different from the User) and received by the Bank, the trading days and times of the market and/or relevant stock exchange concerned, and the public holidays and working hours of the Bank its Agents, and/or such cut-off timings as may be determined by the Bank and/or its Agents in their absolute discretion from time to time. The User and the Client(s) (where different from the User) also acknowledge(s) that the Bank will not accept any Electronic Instruction to sell Assets unless the Client(s) hold(s) such Assets in the Account;

(c) orders from the User and the Client(s) (where different from the User) to purchase and/or sell units in Investment Funds may not be processed immediately or at any time of the day but are dependent on, among other things, the time and day that such orders are received by the Bank, the business hours and the days and times when the manager of the relevant Investment Funds processes subscription redemption requests relating to the relevant Investment Funds subject to the terms and conditions of the relevant Offering Document which the User agrees to be bound thereby, the public holidays, working hours of the Bank and its Agents, and/or such cut-off timings as may be determined by the Bank and/or its Agents in their absolute discretion from time to time. The User and the Client(s) (where different from the User) also acknowledge(s) that the Bank will not accept any Electronic Instruction to sell units in Investment Funds unless the Client(s) hold(s) such units in the Account;

(d) proof of any transmission of trading orders by the User via e-Banking shall not constitute proof of receipt thereof by the Bank;

(e) the Bank shall not be liable for trading orders which are not executed on time or for any Loss incurred as a result thereof (especially, but not only, by price losses), provided that it has exercised the normal due diligence;

(f) the Bank shall not be held liable for the success of any investments made through e-Banking;

(g) the Bank will not monitor the investments made through e-Banking, respectively the account referring thereto, unless other written provisions between the Client(s) and the Bank are in place foreseeing such an offering; and

(h) orders from the User and the Client(s) (where different from the User) placed through e-Banking may be rejected (automatically or otherwise), and the Bank shall be entitled in its sole and absolute discretion (without any liability on the part of the Bank) to reject, stop, intercede or cancel an order, for any reason whatsoever (including but not limited to any circumstances where the Bank believes, in its sole and absolute opinion, that the execution of such order would be in breach of any Applicable Laws or otherwise adversely affect the interests of the Bank or its affiliates).

5.2 That the Bank may in its absolute discretion (but is not obliged to) set different transaction limits (including daily transaction limits) for different types of Transactions as the Bank deems appropriate without prior notification to the User and the Client(s) (where different from the User). E-Banking may from time to time include electronic filters or other pre-trade controls for the purposes of implementing credit limits, position limits or other limits on the Client’s trading activities. As a result, the Client acknowledges and agrees that the User and the Client(s) (where different from the User) may be prevented from entering into Transactions at certain times if such actions would cause an applicable filter to reject an Electronic Instruction. Any such limits imposed by the Bank are solely for the Bank’s own protection and except as required by the Bank has no responsibility to monitor or ensure the User’s and the Client(s)’ (where different from the User) compliance with any trading restrictions or position limits under Applicable Laws. The Client undertakes to comply with any such transaction limits set by the Bank and any trading restrictions or position limits under Applicable Laws, including those imposed by any relevant exchange or market or clearing house. If any trading restriction or position limit is exceeded, without prejudice to any other rights that the Bank may have under the Client Agreement and Facility Documents, the Client agrees that the Bank is authorised to disclose the Client’s identity and its positions, and/or liquidate any of the Client’s positions, if the Bank is requested to do so by any Agent, counterparty, regulatory authority, exchange, market or clearing house.

5.3 Without prejudice to Clause 2.1 of the e-Banking Terms, the Access Procedures for placement of orders for Transactions through e-Banking may include the use of a one-time password generated by the Secure PIN Token or delivered by SMS, or generated or delivered by such other channels and/or means as may be determined by the Bank in its absolute discretion from time to time.

5.4 The User and the Client(s) (where different from the User) further agrees that proof of any transmission or placement of orders (regardless of the statuses of the orders, reflected on e-Banking) by the User and the Client(s) (where different from the User) through e-Banking shall not constitute proof against the Bank of the Bank’s execution of these orders until and unless the Bank expressly confirms in writing the successful execution of the orders.



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5.5 The User and the Client(s) (where different from the User) acknowledges and accepts that its orders may not be wholly or partially executed by a certain time and that the Bank shall not be liable or responsible to the User and the Client(s) (where different from the User) and/or any other person(s) for orders which are not executed in time or at all or for any Loss incurred or suffered as a result thereof or in connection therewith. The Client agrees to assume full responsibility for all consequences of and all Loss that may be suffered or incurred by the User, the Client(s) (where different from the User), the Bank and/or any other person(s) whatsoever as a result of or in connection with such orders and the Bank shall under no circumstance be liable or responsible to any person for any action, inaction, omission and/or delay on the Bank’s part.

5.6 The User and the Client(s) (where different from the User) understands, acknowledges and accepts the following risk factors in relation to Transactions entered through e-Banking:

(a) electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. The User’s and the Client(s)’ (where different from the User) ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or participant firms. Such limits may vary: the User and the Client(s) (where different from the User) should ask the firm with which the User and the Client(s) (where different from the User) deals for details in this respect; and

(b) trading on an electronic trading system may differ from trading on other electronic trading systems. If the User and the Client(s) (where different from the User) undertake Transactions on an electronic trading system, the User and the Client(s) (where different from the User) will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that the User’s and the Client(s)’ (where different from the User) order is either not executed according to User’s and the Client(s)’ Instructions or is not executed at all.

6 OBLIGATION TO EXERCISE DUE DILIGENCE ON THE PART OF E-BANKING USERS

6.1 The User shall treat the Access Credentials and Access Procedures as confidential and shall take the necessary steps to keep them secure and secret and protect them against misuse by Unauthorised Persons. In particular the e-Banking Password and any other Access Credentials may not:

(a) be stored unprotected in any way, including on the computer of the User;

(b) be written down on any device for accessing e-Banking or on anything usually kept with or near it;

(c) be written down or recorded without being disguised;

(d) be used by anyone other than the User; and

(e) remain on any undestroyed printed copies provided by the Bank to the User of any Access Credentials.

In case the User fraudulently or with gross negligence (including, but not limited to, cases where the User knowingly allows the use of Unauthorised Persons of their Access Credentials, the failure to follow the safeguards set out above or the failure to provide the Bank with a Security Notification (as defined below in Clause 6.3) upon the knowledge or suspicion of Compromised Access Credentials (as defined below in Clause 6.3)) fails to properly safeguard his/her device(s), Access Credentials and/or Access Procedures, the User and the Client(s) (where different from the User) shall be liable for all Loss incurred.

6.2 The obligation of confidentiality in this Clause 6 applies to the Client and each Authorised Representative. The Client shall thus also be liable and responsible for any Loss suffered or incurred by the Bank resulting from or in connection with any Authorised Representative misusing its or any other Authorised Representative’s Access Credentials and/or Access Procedures and the Client shall have no claim against the Bank with respect to any Loss suffered or incurred by the Client, any Authorised Representative and/or any other person(s) in connection therewith.

6.3 If there is any reason to suspect that Unauthorised Persons have knowledge of the User’s Access Credentials or that any Access Credentials have been lost, stolen or compromised in any other way or there is unauthorised access or use of e-Banking with respect to the Client’s Account(s) (“Compromised Access Credentials”), the User must immediately cease to use such Compromised Access Credentials and notify the Bank immediately of such compromise or suspected compromise (each, a “Security Notification”). Any Security Notification given verbally shall be confirmed in writing by the User and actually received by the Bank, failing which, the Bank shall not be obliged to act upon the Security Notification. The User and the Client(s) (where different from the User) shall be liable for all Loss arising from failure to immediately cease the use of the Compromised Access Credentials and/or to notify the Bank of (suspected) compromise. In the event that for any reason, the Bank’s notification facilities are not available for the User to notify the Bank of the Security Notification, the User shall notify the Bank of the Security Notification within a reasonable time after the



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facilities have become available again and shall be liable for all Loss from failure to do so.

6.4 In the event a Security Notification has been given by the User, the User understands that it is the User’s responsibility to ascertain which Electronic Instructions which have not been processed are valid and duly authorised by the User, and if the User wishes to have such Electronic Instructions carried out, the User shall contact the Bank immediately and provide again Instructions (that are not given through e-Banking or Software Applications) to the Bank, to carry out those Electronic Instructions.

6.5 For the purpose of timely detection of unauthorised transactions, the Bank may from time to time, provide to the Client and/or its Authorised Persons as applicable, in accordance with any means or modes of communication (such as by short message service (SMS), e-mail or other push notification), notifications including but not limited to:

(a) a system login to the User’s e-Banking Account;

(b) a change or reset of the User’s e-Banking Password;

(c) any changes to the User’s account-related information; and/or

(d) unusual logins from Internet protocol (IP) addresses or devices different from the usual ones used by the User or logins from suspicious IP addresses or locations.

The User shall observe such notifications and, if there is any reason to suspect that there has been Compromised Access Credentials and/or Access Procedures, provide a Security Notification to the Bank immediately.

6.6 The Client and each Authorised Representative shall comply with the Bank’s terms and guidelines as may be provided at any time and from time to time, including guidelines on secure Internet banking.

6.7 The User and the Client(s) (where different from the User) hereby acknowledge(s) and confirm(s) that the User and the Client(s) (where different from the User) shall be bound by all Electronic Instructions and Transactions resulting from any Electronic Instruction made which are referable to any Compromised Access Credentials until such time as the Bank has received the Security Notification from the User and has effected cancellation of the Compromised Access Credentials. The User and the Client(s) (where different from the User) agree(s) that the User and the Client(s) (where different from the User) shall not be liable for all such Transactions which were processed by the Bank prior to or at the time of such cancellation, or which the Bank, notwithstanding its reasonable endeavours, was unable to stop the processing of unless the User and the Client(s) (where different from the User) acted fraudulently or with gross negligence.

6.8 The User and the Client(s) (where different from the User) hereby agree(s) that the Bank shall not be liable or responsible in contract, tort (including negligence or breach of statutory duty) or otherwise, for any Loss whatsoever (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the User and/or the Client(s) (where different from the User), and the Client further agrees to assume full responsibility for all consequences of and all Loss that may be suffered or incurred by the Client whatsoever, as a result of or in connection with:

(a) any Transaction resulting from any Electronic Instruction made by the User or purportedly made by the User and referable to such Compromised Access Credentials and which was processed by the Bank prior to or at the time of cancellation of the Compromised Access Credentials, or which the Bank, notwithstanding its reasonable endeavours, was unable to stop the processing of where the User acted fraudulently or with gross negligence;

(b) any failure by the Bank to carry out any Electronic Instructions referable to a Compromised Access Credentials where such Electronic Instruction was outstanding at the time the Bank was cancelling such Compromised Access Credentials and which the Bank had stopped the processing of; or

(c) any failure by the User to immediately notify the Bank of any Compromised Access Credentials which had come to his/her knowledge,

except to the extent any such Loss arises directly from fraud, negligence or wilful misconduct on the part of the Bank or its employees.

6.9 For the purposes of this Clause 6, an Electronic Instruction shall have been “processed” where the Bank has commenced carrying out the Electronic Instruction and it is no longer reasonably able to cancel or revoke the Transaction without causing prejudice to the Bank as determined by the Bank in its absolute discretion, and an Electronic Instruction is “outstanding” where it is at any stage prior to being processed.

6.10 The Client and each of its Authorised Representatives shall comply with the Bank’s terms and guidelines as may be provided at any time and from time to time, including guidelines on secure Internet banking.



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7 RISKS OF E-BANKING AND ELECTRONIC INSTRUCTIONS; BANK’S LIMITATION OF LIABILITY

7.1 The User shall be responsible for obtaining and using the relevant web browser and/or other Software Application and/or hardware and/or equipment necessary to obtain access to e-Banking and Software Applications at its own risk and expense. If new or different versions of the web browser and/or other Software Application and or hardware and/or equipment necessary for the operation of e-Banking or Software Application or the giving of Electronic Instructions become available, the Bank reserves the right not to support any prior version of the web browser or other Software Application or hardware equipment. If the User fails to upgrade the relevant Software Applications and/or web browser or to use the enhanced version of Software Application and/or web browser or hardware or equipment as required by the Bank:

(a) the Bank may reject the Electronic Instructions and/or Communications;

(b) the Bank may not receive the Electronic Instructions and/or Communications at all or may receive the same partially or inaccurately;

(c) the Bank may process the Electronic Instructions incorrectly; and/or

(d) the User may not be able to obtain access to all features and/or services available, on e-Banking or Software Applications (including receiving Communications from the Bank); and

the Bank shall not be held liable or responsible for any Loss incurred or suffered by the User as a result thereof or in connection therewith. The Client and each Authorised Person agree to bear full responsibility for all consequences of and all Loss that they may incur or suffer as a result of, or in connection with, their failure to meet their obligations under this Clause.

7.2 Without prejudice to any other terms contained in this Section 3 and/or other Sections of the Terms and Conditions, and without limitation to any other risk inherent to or associated with the use of electronic banking system such as e-Banking or Software Applications, the User and the Client (where different from the User) irrevocably and unconditionally acknowledge(s) and accepts the following risks:

(a) insufficient technical knowledge and lack of safety precautions can make it easier for Unauthorised Persons to access the information technology systems. It is the User’s responsibility to inform itself of and take the necessary security precautions (for example ensuring that the User’s own anti-virus programs and firewalls are up-to-date);.

(b) The possibility that a network provider, a Third-Party Provider and/or other third parties may profile the Client’s or each Authorised Person’s user characteristics or a third-party (including a Third Party Provider) discovering the relationship between the Client and the Bank cannot be ruled out;

(c) there is a latent danger that third parties could gain unnoticed and/or unauthorised access to information technology systems, devices or equipment of the User during an Internet session. There is also the possibility that third parties may record Electronic Instruction and/or Communications with the Bank resulting in unintended disclosures;

(d) information communicated via e-Banking or other Software Applications may be altered, mutilated, misrouted, delayed, or deleted due to technical failures, interruptions or malfunctions during transmissions, and other risks include unintended disclosure of information, transmission of information in an unencrypted form, unauthorised interception of manipulation or illegal interventions by third parties, errors in transmission, technical defect, data corruption, power failure, breakdown of telecommunication networks, fraud, forgery, misunderstanding, fraud or forgery of third parties (including any Third Party Provider) or any Force Majeure Event. There is the danger of intrusion or attack by any person, hardware, software, virus, trojan horse, worm, bot and/or macro or other harmful components that may interfere with e-Banking, Software Applications the web browser and/or the information technology system of the Bank, the User, any Third-Party Provider and/or the network provider;

(e) while individual data packets are often encrypted, the names of the sender and recipient are not. The Third Party Providers may still retain the encryption keys. The Client should be aware that a third party (including a Third Party Provider, its affiliates and/or related entities) may be able to draw conclusions about existing bank accounts or business relationships or ones that are subsequently established;

(f) it is important that the User only download and use Software Applications from reliable sources;

(g) the Bank assumes no responsibility or liability relating to (i) any Software Application, (ii) any Third Party Provider, their affiliates and/or related entities, and/or any other persons and/or entities participating directly or indirectly in the provision or performance of any Software Application and/or services in connection therewith, and their respective acts or omissions;



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(h) the Bank may be required to enter into an agreement with a Third Party Provider to facilitate the Client’s and/or its Authorised Representatives’ use and/or access of the Instant Messaging Application for communicating with the Bank via Instant Messaging Applications, and as a result, the Client and/or its Authorised Representatives may, directly or indirectly, be exposed to areas of risk in connection with the use and/or access of the Instant Messaging Application;

(i) the Bank is dependent on software, platforms, equipment and services provided or managed by third parties in the operation and provision of e-Banking and Software Applications. In the event that there are problems relating to the performance of such software, platforms, equipment or services, or any arrangements with any of these third parties are terminated or discontinued, the Bank may not be able to use or have access to such software, platforms, equipment or services on a reliable or timely basis or on commercially acceptable terms, or at all. In these circumstances, e-Banking or Software Applications (both in whole or in in part) may be disrupted or become unavailable;

(i) In particular, the ability to communicate via any Instant Messaging Application is dependent on the Third Party Provider granting the Bank, the Client and/or its Authorised Representatives the use of and/or access to the services or software provided by that Third Party Provider; and

(ii) The Bank does not guarantee that any third party (including any Third Party Provider) will continue to provide the Bank, the Client and/or its Authorised Representatives with the use of and/or access to its software, Software Application, platform, equipment and services, or will not block or remove any content or will not alter any terms of use;

( j) authentication of the Client and/or its Authorised Representatives on any Instant Messaging Application may be undertaken by the Third Party Provider. There may be a risk of a stranger falsely or fraudulently assuming the Client’s and/or any Authorised Representative’s identity on Instant Messaging Applications (including by misappropriating and utilising the Client’s and/or its Authorised Representative’s Access Credentials or phishing) and thereby communicating with and instructing the Bank. An intruder may also interfere, intercept or divert any Communications and Electronic Instruction sent via Instant Messaging Applications, leak the Client’s and/or any Authorised Representative’s information (including Client Information) to third parties, or send out fraudulent information or instruction to the Bank; and

(k) the exchange of information via Instant Messaging Applications is undertaken by the relevant Third Party Provider and can be delayed or disrupted due to transmission errors, technical faults, disruptions, malfunctions, illegal interventions, network overload, the malicious blocking of electronic access by third parties or other shortcomings on the part of the Third Party Provider, the network provider and/or other third parties. The Bank does not provide technical access to or technical assistance with Third Party Providers or make any commitments regarding the security of any software, equipment, hardware or platforms provided by any Third Party Provider.

7.3 The User’s Access Credentials and/or any other relevant Access Procedures may be provided by the Bank to the User by such means or methods and in such form or manner as may be determined by the Bank in its absolute discretion. For the avoidance of doubt, such Access Credentials and/or the Access Procedures shall remain the exclusive property of the Bank. The User agrees to comply with the Bank’s instructions and procedures regarding the use of such Access Credentials and Access Procedures.

7.4 Unless expressly agreed to in writing by the Bank and without prejudice to the generality of the terms contained in other Sections of the Terms and Conditions:

(a) the Bank does not represent or warrant that any Content, information or data (including Research Materials) hosted, transmitted, distributed or otherwise made available via e-Banking is accurate, complete and/or not misleading in any way. The Bank assumes no responsibility whatsoever for the accuracy, timeliness and completeness of any such Content, information or data which it transmits;

(b) the Bank is not responsible or liable for any errors, omissions and/or other defects in, delays and/or interruptions in such Content, information or data or for any action taken in reliance thereon; and

(c) all Content, information and data is provided “as is” purely for informational purpose and shall not be regarded as investment advice from the Bank to the Client and shall not be relied upon by the Client as such;

any Loss to the Client’s data, software, mobile device or other equipment arising from or in connection with the Client’s use of any Software Applications. Without limitation to the foregoing, information regarding Accounts and Transactions (including balances and statements) made available on e-Banking or Software Applications and generally available information such as stock market prices and foreign exchange rates are to be regarded as non-binding.

7.5 Subject always to Applicable Laws and unless prohibited by Applicable Laws or arising solely from the Bank’s fraud, gross negligence or wilful default, the Bank shall in no event be liable or responsible for any Loss suffered or incurred



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by the User, including direct, indirect, special or consequential damage, or economic loss arising from or in connection with:

(a) transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, unauthorised interception or manipulation or illegal interventions by third parties, Internet malfunctions, interruptions or other deficiencies on the part of the network providers, Third-Party Providers, any other persons or entities participating directly or indirectly in the provision or performance of any Software Application and/or services in connection therewith, and/or other third parties;

(b) any Software Application, the use and/or access of or inability to use and/or access any Software Application, or for consequences resulting from or occurring during transport of software via the Internet;

(c) materialisation of any of the risks set out in Clause 7.2 above; and

(d) any loss to the Client’s and/or any Authorised Representative’s data, software, mobile device or other equipment arising from or in connection with the Client’s and/or its Authorised Representative’s use and/or access of any Software Application,

except to the extent any such Loss arises directly from fraud, negligence or wilful misconduct on the part of the Bank or its employees.

7.6 The Bank may from time to time without prior notice (whether oral or otherwise) perform system maintenance on e-Banking or Software Applications, upgrade, suspend, modify and/or alter any aspect of e-Banking or Software Applications at any time and in its absolute discretion. The Bank shall not be liable or responsible to the Client, any Authorised Person and/or any other person(s) if any such system maintenance on e-Banking or Software Applications, upgrade, suspension, modification or alteration of e-Banking or Software Applications prevents the Client and/or any Authorised Person from fully accessing and/or using e-Banking or Software Applications. Under such circumstances, the Bank will not be responsible or liable for any inconvenience, loss, damage or injury suffered by the Client, any Authorised Person and/or any other person(s). For the avoidance of doubt, the Bank shall not at any time be obliged to provide any upgrade, suspension, modification and/or alteration to any aspect of e-Banking or Software Applications, including any updates, patches and/or bug-fixes to e-Banking or Software Applications or any new versions and/or releases of e-Banking or Software Applications which incorporate new features or functions.

7.7 The Bank may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under the Bank’s control and the Bank is not liable or responsible for any errors, omissions, delays, defamation, libel, slander, falsehood, inaccuracy, pornography, profanity, obscenity or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and the Client and each Authorised Person agree that access to or use of such linked websites or content is entirely at the Client’s and the Authorised Person’s own risk.

7.8 Without prejudice to any other terms contained in this Section 3 and/or other Sections of the Terms and Conditions, the Client shall fully indemnify and keep indemnified promptly on demand (whether such demand is made orally or otherwise) on a full indemnity basis the Bank, its Affiliates, Agents and every director, officer, employee or agent of any of the foregoing against any and all Loss which may be brought against any of them or which any of them may suffer or incur in connection with the Bank acting on the e-Banking Terms, unless arising solely from their respective fraud, gross negligence, wilful default, including those which the Bank may incur or sustain from or by reason of:

(a) any and all breaches by the Client of any e-Banking Terms or any Applicable Laws; and/or

(b) any actions taken by any person(s) (including, any Third Party Providers) against the Bank in connection with the use and/or access of any Software Application.

7.9 In connection with the use of e-Banking or Software Applications, the User and the Client(s) (where different from the User) authorise(s) the disclosure, release, transmission, processing and retention of any and all information whether relating to the Client’s/Clients’ account(s) with the Bank or otherwise, to or by such parties as the Bank in its absolute discretion deems necessary for the purpose of providing the e-Banking or Software Application services.

7.10 The User confirms to refer to the security advice which the Bank may provide from time to time. The Bank will in no event ask the User to release or transmit Access Credentials by e-mail and the User should contact the Bank by phone if in doubt. The User undertakes not to access the Bank’s e-Banking or Software Applications through hyperlinks embedded in e-mails and also agrees to verify the genuineness of the Bank’s e-Banking website or Software Applications before accessing it. Also, the User should not access e-Banking or Software Application services through public or shared computers (e.g. at cyber cafés or public libraries).



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7.11 The Bank makes no representations or warranties as to the accuracy, quality, completeness, timeliness, adequacy, security, reliability or validity of any Software Applications (including but not limited to the App or any Instant Messaging Application), and that the User’s use of such Software Applications will be uninterrupted, timely, secure, free of any error or defects, or free of any viruses, instruction, codes, techniques or devices capable of disrupting, disabling, damaging, shutting down, monitoring or gaining unauthorised access to any telecommunications or computer systems or devices, or any data transmitted through or stored on them, or that defects in the operation or functionality of such Software Applications will be corrected.

The Bank cannot and does not make any representation, guarantee, warranty or agreement of any kind as to the function, quality, security or fitness for purpose of any Software Applications (including but not limited to the App or any Instant Messaging Application). The Bank cannot and does not warrant that there will be no interruption or delay in utilising such Software Applications or that there will be no leakage of any personal information or other data, failure of transaction or information error caused by such Software Applications (such as any problem with its user platform). The Bank does not assume any liability or responsibility for any failure to view or utilise the contents contained in such Software Applications or any Loss which the User may incur or suffer due to any factors beyond the Bank’s reasonable control, including any Loss which the User may incur or suffer arising from or in connection with:

(a) the User’s use or inability to use any Software Application used in connection with the e-Banking or Software Application services;

(b) any failure, interruption or delay in providing e-Banking or Software Application services through Software Applications for any reason (including as a result of failure or error of any computer or electronic system or equipment);

(c) any delay, loss, diversion, interception, alteration or corruption of any message sent to the User or received from the Bank;

(d) any loss or damage to the User’s data, software, mobile device or other equipment arising from or in connection with the User’s use of any Software Applications; or

(e) any failure or error of any Software Applications, or any act or omission of any provider of Software Applications,

except to the extent any such Loss arises directly from fraud, negligence or wilful misconduct on the part of the Bank or its employees. For avoidance of doubt, the Bank shall not be liable for any Loss (even if such Loss arises directly from fraud, negligence or wilful misconduct on the part of the Bank or its employees) if the User acted fraudulently or with gross negligence in relation thereto.

8 OBTAINING ACCOUNT BALANCE AND TRANSACTION HISTORY

Data or information relating to the Accounts (including the statements, balances and Transactions) provided by the Bank through e-Banking or Software Applications may not be conclusive as to the latest current balance as deposits, withdrawals, buy/sell orders may be made or items charged without the relevant entry being made in time when the data or information is provided. The data or information provided is therefore not binding or final.

9 BLOCKING, SUSPENSION, CANCELLATION, DISCONTINUANCE AND TERMINATION BY THE BANK

The Bank may in its absolute discretion at any time block, suspend, cancel, discontinue or terminate the User’s access to and/or use of e-Banking or Software Applications (both whether in part of in full), or access to and/or use of any Services through e-Banking or Software Applications (including by resetting the e-Banking Password, or by such other means or methods and in such form and manner as the Bank may determine in its absolute discretion) without stating reasons therefore and without prior notice (whether oral or otherwise) to the User or Client (where different from the User). Without prejudice to the generality of the foregoing, the Bank may in its absolute discretion block or suspend the Client’s and/or any Authorised Representative’s access to and/or use of e-Banking or Software Applications (both whether in part or in full) at any time, in the event that the Bank has identified security risks and until such time as the Bank has determined in its absolute discretion that such risks have been controlled or eliminated. The Bank shall not be liable or responsible for any Loss suffered or incurred by the User arising out of or in connection with or by reason of any of the foregoing. After such blocking, suspension, cancellation, discontinuance or termination, the User’s access to and/or use of e-Banking or Software Applications, or access to and/or use of any Services through e-Banking or Software Applications, as the case may be, may be reinstated by the Bank as the Bank may determine in its absolute discretion and in such manner and form and on such terms and conditions as determined by the Bank.



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10 BLOCKING; TERMINATION BY THE CLIENT

10.1 The Client may request to block, suspend or disable access to and/or use by one or more of its Authorised Person(s)/User(s) to e-Banking or Software Applications or any or all of the Services through e-Banking or Software Applications or by contacting the Bank or by such other means or methods as may be determined by the Bank in its absolute discretion from time to time. The Client’s request shall be subject to the Bank’s acceptance and the Bank may in its sole and absolute discretion accept or reject the Client’s request without giving any reason whatsoever.

10.2 The Client may terminate its use of e-Banking or Software Applications to access the services provided by the Bank by giving one (1) calendar month’s notice in writing to the Bank. Unless otherwise agreed by the Bank, such notice of termination from the Client shall not take effect until actually received by the Bank.

10.3 The Client shall immediately notify the Bank clearly in writing of its revocation or termination of the appointment, powers and authority of any of its Authorised Persons/User(s). Upon receipt of such written notification, the Bank shall terminate the use of e-Banking or Software Applications by such Authorised Persons/User(s). For the avoidance of doubt, until actual receipt by the Bank from the Client of such written notice of the revocation or termination of the appointment, powers or authority of any Authorised Persons/User(s), the Bank shall be entitled (but is not obliged) to act on the Instructions (including Electronic Instructions) of such Authorised Persons/User(s).

11 FOREIGN LEGAL PROVISIONS / RESTRICTIONS

11.1 The User and the Client(s) (where different from the User) acknowledge(s) and accept(s) that due to the Applicable Laws of some jurisdictions, the User:

(a) may not be able to access or use e-Banking or Software Application services from these jurisdictions;

(b) may be infringing the Applicable Laws of these countries (including any import and export restrictions governing encryption algorithms) when accessing e-Banking or Software Application services from these jurisdictions; or

(c) may be prevented by the Bank from accessing or using some or all of the services of e-Banking or Software Applications in such jurisdictions as the Bank may determine in its absolute discretion from time to time.

11.2 The User and the Client(s) (where different from the User) acknowledge(s) and accept(s) that it is the User’s responsibility and duty to ascertain whether e-Banking or Software Application access and/or use will result in the infringement of any Applicable Laws. Accordingly, the Client agrees that it will not hold the Bank liable or responsible for any of the matters specified in this Clause 11.1 above.

12 DATA RELATING TO E-BANKING AND ELECTRONIC INSTRUCTIONS

12.1 In connection with the use of e-Banking and other Software Applications, the User and the Client(s) (where different from the User) agree(s) that subject to any Applicable Laws and/or any arrangements to the contrary, the Bank may collect, use and/or disclose information including Client Information for its own marketing purposes in accordance with “Section 2 - Disclosure of Information” and the Personal Information Collection Statement issued to the User and the Client.

12.2 The Client irrevocably and unconditionally waives in accordance with Section 2 – “Client Information” any and all liability and/or claim against the Bank for any breach of the Bank’s banking secrecy, privacy of customer information, confidentiality and/or personal data obligations in respect of Client Information exchanged with the Bank and transmitted via e-Banking and other Software Applications.

12.3 Without prejudice to Clause 12.1 above and the terms contained in Section 2 – “Client Information”:

(a) in connection with the use of e-Banking and other Software Applications, the Client and each Authorised Representative consent to any information (including Client Information) being disclosed by the Bank, its officers (as defined in the Banking Ordinance) and Agents for the purposes and to the persons and for the purposes specified in Clauses 6 and 7 of Section 2 – “Client Information” respectively.

(b) the Client and each Authorised Representative agrees and consents to any information (including Client Information) being collected or used by, disclosed or transferred to, stored with and/or processed by (i) the Bank, its officers (as defined in the Banking Ordinance), its Agents, Affiliates; (ii) any Third-Party Provider of Software Applications (including Instant Messaging Applications) and its agents and affiliates and/or; (iii) any other persons or entities participating directly or indirectly in the provision or performance of any Software Application and/or services in connection therewith (within or outside Hong Kong which may have different levels of data protection



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laws to Hong Kong), for the purposes of the provision or performance of e-Banking and Electronic Instructions or to otherwise facilitate the Client’s and/or its Authorised Representatives’ use and/or access of any Software Application for communicating with the Bank via e-Banking or to give Electronic Instructions.

(c) the Bank is not responsible for (i) any act or omission of any Third-Party Provider, its affiliates and/or related entities, and/or any other persons or entities participating directly or indirectly in the provision or performance of any Software Application and/or services in connection therewith, including how these third parties may collect, use, disclose, transfer or process any information (including Client Information) and (ii) any leakage of any information (including Client Information) from the use of such Software Applications (including Instant Messaging Applications).

13 INDEMNITY

Without prejudice to the generality of any other provision herein or in any other Section of the Client Agreement, the User and the Client(s) (where different from the User) hereby agree(s) to indemnify and to hold the Bank and all of its officers, servants, employees, nominees and agents harmless from and against any and all Loss on a full indemnity basis and any and all other liabilities of whatsoever nature or description howsoever arising which the Bank may sustain or incur directly or indirectly in connection with the execution, performance or enforcement of the e-Banking Terms or any other agreement, including the Bank taking, relying and acting upon any Instruction given or purported to be given by the User regardless of the circumstances prevailing at the time of such Instruction or the nature of the Transaction and notwithstanding any error, misunderstanding, fraud or lack of clarity in the giving, receipt of the contents of such Instruction, except to the extent any such Loss arises directly from fraud, negligence or wilful misconduct on the part of the Bank or its employees and except to the extent that any such Loss was suffered directly by the User as a result of any unauthorised use of the Access Credentials by any Unauthorised Persons unless the User acted fraudulently or with gross negligence in relation thereto.

14 VARIATION OF THE E-BANKING TERMS

Without prejudice to the generality of any other provision herein or in any other Section of the Client Agreement, the User and the Client(s) (where different from the User) hereby acknowledge(s) and agree(s) that the Bank may impose such further terms and conditions and make such changes to the e-Banking Terms as well as to any of the Bank’s terms and conditions applicable to each of the services available under e-Banking or Software Applications as the Bank may in its absolute discretion deem fit from time to time. In accordance with the Client Agreement, the Bank will give advance notice of changes as follows:

(a) 30 days’ notice where the change affects fees and charges (unless such changes are not within the Bank’s control) and/or the liabilities or obligations of the Client; or

(b) reasonable notice for all other changes.

The Bank will notify the User by such method of notification as may be designated by the Bank in its absolute discretion, which may include notification by way of e-mail or by posting the changes on-line at the Bank’s website(s), and, to the extent permitted by Applicable Laws and without prejudice to the above notice period, such changes shall be effective on and from the date specified by the Bank in such notification but if no such date is specified, on and from the expiry of the relevant notice period. If the Client and/or its Authorised Person use e-Banking or Software Applications after such date, the Client is deemed to have accepted such amendment or variation. If the Client does not accept such amendment or variation, the Client and its Authorised Person must stop using and/or accessing e-Banking or Software Applications in relation to the Bank’s services.

15 EVIDENCE AND RECORDS

15.1 The User and the Client(s) (where different from the User) agree(s) that:

(a) all Electronic Instructions in electronic form are deemed to be written documents and the User and the Client(s) (where different from the User) shall not dispute or challenge the validity or enforceability of any Electronic Instruction on the grounds that it is not a written document and the User and the Client(s) (where different from the User) hereby waive(s) any such right the User/the Client(s) may have at law; and

(b) all Electronic Instructions in electronic form are original documents and that the User and the Client(s) (where different from the User) will not challenge the admissibility of any Electronic Instruction on the grounds that it is made in electronic form.



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15.2 The User and the Client(s) (where different from the User) acknowledge(s) and agree(s) that the Bank’s records of the Electronic Instructions, Communications, operations or Transactions made or performed, processed or effected through e-Banking, Software Applications and/or the Services by the User or any person purporting to be the User, acting or purportedly acting on behalf of the User, with or without the User’s and the Client’s/Clients’ (where different from the User) consent, and any record of any Transactions maintained or by any relevant person authorised by the Bank relating to or connected with e-Banking, Software Applications and/or the Services shall be binding and conclusive on the User and the Client(s) (where different from the User) for all purposes whatsoever and shall be conclusive evidence of the Transaction and the Client’s/Clients’ liability to the Bank. The User and the Client(s) (where different from the User) hereby agree(s) that all such records are admissible in evidence and that the User and the Client(s) (where different from the User) shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or were produced by or are the output of a computer system, and hereby waives any of the User’s and the Client’s/Clients’ (where different from the User) rights (if any) to so object.

16 INTELLECTUAL PROPERTY RIGHTS

16.1 The User and the Client(s) (where different from the User) hereby acknowledge(s) and accepts that:

(a) any and all Software Applications;

(b) the content, including any text, software (including any html, Java script, java, CGI script or any other computer code), music, sound, photographs, video, graphics, graphical user interface, face, forms, diagrams or other material, used in connection with, incorporated or contained in or presented to the User through e-Banking or Software Applications; and

(c) any materials (including any software or computer code of any kind and user manuals) and/or information presented by the User to the Bank for use with e-Banking or Software Applications,

all the aforementioned content and/or materials to be collectively referred to as “Content”) are the exclusive property of the Bank and/or its third party licensors.

16.2 The User and the Client(s) (where different from the User) hereby acknowledge(s) and agree(s) that the User is only permitted to use the Content as expressly authorised by the Bank. The e-Banking Terms and these Terms and Conditions for e-Banking and Electronic Instructions do not transfer any right, title or interest in e-Banking, Software Applications or the Content to the User and/or the Client(s) (where different from the User) and/or the User and the Client(s) (where different from the User) may not copy, reproduce, modify, distribute, publish or commercially exploit the Content or create derivative works from the Content without expressly being authorised to do so by the Bank. The User and/or the Client(s) (where different from the User) agree(s) that it shall not decompile, reverse engineer, input or compile any of the Content or attempt to do so.

16.3 The trade marks, service marks, trade names and logos used and displayed on e-Banking or Software Applications (the “Trade Marks”) are registered and unregistered trade marks of the Bank and (where applicable) other persons. Nothing on e-Banking or Software Applications should be construed as granting, by implication, estoppel or otherwise, any licence or right to use any Trade Marks displayed on e-Banking or Software Applications without the prior written permission of the Bank or the applicable trade mark owner. The name of the Bank, the Trade Marks or any other mark owned by the Bank may not be used in any way nor used as a metatag or as a “hot” link to any Bank site or any other site without the prior written permission of the Bank.



SECTION 4TERMS AND CONDITIONS FOR

FINANCIAL TRANSACTIONS

SMISCELLANEOUS



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SECTION 4 TERMS AND CONDITIONS FOR FINANCIAL TRANSACTIONS

1 DEFINITIONS



(a) “Business Day” means a day specified as such in the relevant Confirmation or, if no day is specified, a day (other than a Saturday, Sunday or public holiday in Hong Kong) on which the Bank is open for business and:

(i) in relation to any day on which a payment is required, a day on which commercial banks effect payment of the relevant currency in the place specified in the relevant Confirmation or, if no place is so specified, in the principal financial centre for such currency; and

(ii) in relation to any day on which a delivery is required, a day on which commercial banks are open for business in the place specified in the relevant Confirmation or, if no place is so specified, in the financial markets relevant to the delivery;

(b) “Call Option” means the right but not the obligation (except upon exercise) of the buyer to purchase from the seller at the Exercise Price a specified quantity of the Underlying;

(c) An amount payable on “Cash Settlement” shall be computed as follows:

(i) Call Options for Underlyings: The last transacted price (or such other price as may be otherwise agreed by the parties to the Call Options) in respect of the Underlying at the Stock Exchange at the close of business on the Exercise Day minus the Exercise Price, multiplied by the number of Underlyings for which an Option has been exercised; and

(ii) Put Options on Underlyings: The Exercise Price minus the last transacted price (or such other price as may be otherwise agreed by the parties to the Put Options) in respect of the Underlying at the Stock Exchange at the close of business on the Exercise Day, multiplied by the number of Underlyings for which an Option has been exercised;

(d) “Closed Out Loss” means an amount which the Bank determines in good faith to be its total overall net loss and cost (or gain, in which case expressed as a negative number) in connection with a terminated Financial Transaction or group of terminated Financial Transactions, including at the Bank’s election any loss of bargain, cost of funding, other Loss and/or Costs incurred as a result of terminating, liquidating or re-establishing any hedge or related trading position (or any gain resulting from any of them);

(e) “Closed Out Transactions” has the meaning given to such term in Clause 12.4;

(f) “Confirmation” means the written notice (including a notice given by facsimile and a notice given by electronic means from which it is possible to produce a hard copy) from the Bank which contains the specific terms of a Financial Transaction, whether or not it refers to this Section or the Client Agreement. All ancillary agreements, if any, referred to in a Confirmation are part of such Confirmation;

(g) “Countervalue” means, in relation to a Notional Quantity of a Precious Metal, the amount which the Bank determines, in its absolute discretion, to be the amount in the agreed reference currency which would have been required to be paid to purchase that Notional Quantity (in the case of a purchase) of such Precious Metal from the market or the amount which would have been realisable from the market upon the sale of that Notional Quantity (in the case of a sale) of such Precious Metal, in each case, net of all expenses of sale;

(h) “Currency” means money denominated in the lawful currency of any jurisdiction;

(i) “Exchange Business Day” means any scheduled trading day on which the Stock Exchange and (if defined) Related Exchange are (or but for the occurrence of a Market Disruption Event, would have been) open for trading during its regular trading session, notwithstanding any such Stock Exchange closing prior to its scheduled weekday closing time;

( j) “Exercise Day” means the Business Day on which the exercise of the Option becomes effective;

(k) “Exercise Price” or “Strike Price” means the price per unit of the Underlying specified in the Confirmation at which the Underlying may be purchased or sold upon exercise of the related Option. In the case of debt instruments, any accrued interest shall be added in accordance with the calculation rules applicable for the Underlying, unless otherwise specified in the Confirmation;



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(l) “Expiration Day” means the last day on which an Option can be exercised. If the agreed Expiration Day is not a Business Day, the Expiration Day shall be the next following Business Day;

(m) “Extraordinary Event” means, in relation to any Financial Transaction:

(i) any event which the Bank in good faith believes to have a material adverse effect on that Financial Transaction;

(ii) any event which may have a diluting or concentrative effect on the theoretical value of the Underlying of a Financial Transaction;

(iii) where the Underlying of a Financial Transaction comprises shares:

(A) any Merger Event or any Tender Offer;

(B) any event where all the shares or all or substantially all the assets of an issuer of the shares are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof;

(C) any voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting an issuer of the shares; or

(D) any delisting of the shares;

(iv) any form of restriction or requirement which, in the Bank’s good faith opinion, adversely alters or changes the rights or obligations which the Bank undertook upon the establishment of that Financial Transaction;

(v) where the Bank is unable, after using commercially reasonable efforts to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s);

(vi) where the Bank would incur a materially increased (as compared with circumstances existing on the date of the relevant Financial Transaction) amount of Costs (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price or other risks of entering into and performing its obligations with respect to the relevant Financial Transaction, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Bank shall not be deemed an Extraordinary Event hereunder; or

(vii) any event which the Bank determines, in its absolute discretion, is beyond the reasonable control of the Bank;

(n) An Option which is “In-the-money” means an Option which has a positive Intrinsic Value;

(o) the “Intrinsic Value” of an Option is the amount by which the value of the Underlying, as determined by the Bank, exceeds (in the case of a Call Option) or falls short of (in the case of a Put Option) the Exercise Price;

(p) “Investment Account” means the Account or sub-Account for which the Client effects Financial Transactions pursuant to the Client Agreement;

(q) “Market Disruption Event” means the occurrence or existence of any of the following events:

(i) a suspension or limitation imposed on trading by the Stock Exchange or Related Exchange;

(ii) any event that disrupts or impairs (as determined by the Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the Underlying and/or futures or options contracts relating to the Underlying on the Stock Exchange or Related Exchange;

(iii) the closure on any Exchange Business Day of the Stock Exchange or Related Exchange prior to its scheduled weekday closing time unless such earlier closing time is announced by such Stock Exchange or Related Exchange at least one hour prior to the earlier of (A) the actual closing time for the regular trading session on such Stock Exchange or Related Exchange on such Exchange Business Day and (B) the submission deadline for orders to be entered into the Stock Exchange or Related Exchange system for execution before the scheduled closing time on such Exchange Business Day; or



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(iv) any similar event as described above, as determined by the Bank;

(r) “Merger Event” means, in relation to the shares which form the Underlying of a Financial Transaction:

(i) any event which results in a transfer of or an irrevocable commitment to transfer all of such shares outstanding to another entity or person;

(ii) any consolidation, amalgamation, merger or binding share exchange of the issuer of the shares with or into another entity or person;

(iii) any event by any entity or person to purchase or otherwise obtain 100% of the outstanding shares from the issuer of such shares, including any takeover offer, tender offer, exchange offer; or

(iv) any consolidation, amalgamation, merger or binding share exchange of the issuer of such shares or its subsidiaries with or into another entity in which the issuer is the continuing entity and which does not result in a reclassification or change of all such shares outstanding but results in the outstanding shares (other than shares owned or controlled by such other entity) immediately prior to the such event collectively representing less than 50% of the outstanding shares immediately following such event;

(s) “Netted Amount” has the meaning given to such term in Clause 3;

(t) “Notional Quantity” means, in respect of a Precious Metal Transaction or Option, the quantity designated as such in the relevant Confirmation as the quantity of the relevant Precious Metal by reference to which the amount due to be paid under such Precious Metal Transaction or Option is calculated;

(u) “Option” means a Put Option or a Call Option;

(v) “Order” means any offer to enter into a Financial Transaction or any request, application or order (in form and manner acceptable to the Bank) of the Client to the Bank or which the Bank reasonably believes to be the request, application or order of the Client and includes any request or order to revoke, ignore or vary any previous request or order;

(w) “Precious Metal Transaction” means an agreement for the sale or purchase of a specified Notional Quantity of a Precious Metal, whether on a spot or forward basis, by the Bank to or, as the case may be, from the Client or on such other terms as may be specified in the relevant Confirmation, such agreement being made pursuant to and governed by this Section;

(x) “Premium” means the purchase price of an Option to be paid by the buyer to the seller of the Option, unless otherwise agreed between the buyer and the seller;

(y) “Premium Payment Day” means, in respect of any Option, a date specified in the relevant Confirmation for payment of the Premium;

(z) “Price Disruption Event” means any event which the Bank in good faith believes to have affected the calculation or determination of the settlement amount for any Financial Transaction and shall include the splitting of currency exchange rates into dual or multiple currency exchange rates, unavailability of currency exchange rates, any change in the basis of calculation of the settlement amount and/or any form of price disruption which, in the Bank’s good faith opinion, adversely alters or changes the rights or obligations which the Bank undertook at the time of entering into such Financial Transaction;

(aa) “Put Option” means the right but not the obligation (except upon exercise) of the buyer to sell to the seller of the Put Option at the Exercise Price a specified quantity of the Underlying;

(bb) “Related Exchange” has the meaning given to such term in the Confirmation, or if not stated in the Confirmation, then it shall refer to each exchange or quotation system where trading has a material effect as determined by the Bank in its absolute discretion on the overall market in respect of the relevant Financial Transaction;

(cc) “Stock Exchange” means:

(i) the principal market, the rules of which in respect of trading in the Underlyings or the computation and publication of the index shall apply pursuant to the agreement by the parties in the Confirmation; and/or

(ii) the principal market, the rules of which in the case of adjustments (including any dilution, share split, merger, capital restructuring or market disruption) shall apply pursuant to the agreement of the parties in the Confirmation;



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(dd) “Tender Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding voting shares of the issuer, as determined by the Bank;

(ee) “Underlying” means any: (i) currency; (ii) interest rates; (iii) financial instrument (including any share, stock, unit trust, mutual fund, debenture, bond, note, bill or other security); (iv) Precious Metal; (v) agricultural, energy or other commodity; (vi) indices on any of the foregoing or a group thereof or other benchmark; (vii) combination of one or more of any of the foregoing; and (viii) any other item or thing as the Bank may from time to time in its absolute discretion determine to be an Underlying; and

(ff) “Value Day” or “Settlement Day” means a date specified in the relevant Confirmation for payment or delivery under a Financial Transaction.

2 GENERAL

2.1 Except as provided to the contrary in any Confirmation, this Section shall apply to any Financial Transaction entered into between the Client and the Bank, whether in connection with any facilities made available by the Bank to the Client or otherwise. All Financial Transactions are entered into by the Bank in reliance on the fact that such Financial Transaction (and to the extent any of the terms of any such Financial Transactions are recorded in a Confirmation, all such Confirmations) shall constitute a single agreement between the Bank and the Client and on the basis that the Bank would not otherwise enter into any such Financial Transaction.

2.2 Any right of the Bank under this Section shall be without prejudice and in addition to any other rights of the Bank under Section 1 – “Terms and Conditions for Accounts” and any one or more of these rights are exercisable by the Bank in such manner, order and combination as the Bank shall in its absolute discretion deem fit.

In the event of any inconsistency between:

(a) this Section and Section 1 – “Terms and Conditions for Accounts”, this Section shall prevail insofar as the inconsistency relates to any Financial Transaction;

(b) this Section and any Confirmation, the Confirmation shall prevail.

2.3 All Financial Transactions entered into by the Bank with or on behalf of the Client shall be subject to Applicable Laws, including those relating to position limits and other limits. The Client hereby undertakes to observe these limits. The Client further agrees to be bound by the contract specifications published by the Stock Exchange where the Financial Transactions are executed and the terms of all applicable Offering Documents relating to the Financial Transactions. The Client acknowledges and agrees that the Bank shall have absolute discretion to choose the place of execution in which Financial Transactions are executed.

2.4 Unless otherwise notified by the Bank to the Client, the Bank acts as your agent for transactions executed on any exchange or quotation system and investments in funds (excluding secondary funds market trading), partnerships, investment companies and other collective financial instruments as well as in Alternative Investments. In all other transactions, (including secondary funds market trading), unless otherwise notified by the Bank to the Client (whether in writing or otherwise), the Bank shall assume the role of the counterparty to any contract or Financial Transaction which the Bank has been instructed to effect (i.e. the Bank will act as principal and not agent in relation to such contract or Financial Transaction) and the Bank shall be absolutely entitled to all gains, profits and benefits derived from any such contract or Financial Transaction of the Client with the Bank.

2.5 The Bank may undertake Financial Transactions through, or introduce the Client to, intermediate brokers, settlement agents and other third parties outside Hong Kong and the Client may also deal with Affiliates of the Bank outside Hong Kong and, in such cases, the Financial Transactions or services undertaken may not be covered by Applicable Laws in Hong Kong. As a result, the Client may not be protected as effectively as if the Applicable Laws of Hong Kong were applicable. In the event of a shortfall arising on the money available to meet the Client’s claims against such intermediate brokers, settlement agents or other third parties outside Hong Kong, the Client’s claims will be restricted to the money held by the Bank in respect of Financial Transactions carried out through the broker, settlement agent or other third party (as the case may be), and to any money received from such broker, settlement agent or other third party (as the case may be) relating to those Financial Transactions.

2.6 The Bank may contact the Client in relation to any Financial Transaction that the Bank considers may be of interest to the Client, but the Client acknowledges that the Bank shall not be obliged to do so.



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3 PAYMENT NETTING

For the purposes of making payment on each relevant Value Day, Settlement Day or any relevant date, if, on such Value Day, Settlement Day or other relevant date (as the case may be), amounts would otherwise be payable (whether in the same currency or otherwise) under the Financial Transactions by each party to the other (and for this purpose, the Countervalue shall be treated as an amount payable under a Precious Metal Transaction), then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount (such excess amount, the “Netted Amount”). Where the amounts payable are not expressed in the same currency, the Bank shall have the right and absolute discretion to effect any necessary conversions at such rate of exchange as the Bank may determine in its absolute discretion. The relevant party shall discharge such payment obligation in accordance with Clause 5 or, as applicable, Clause 12 of this Section.

4 OFF-SETTING CONTRACTS

The Bank may, in its absolute discretion, consider Financial Transactions which have common features as the Bank may deem appropriate and which are the reverse of each other to off-set and discharge each other wholly or, where the Financial Transactions are for different amounts, partially. In the case of a partial set-off and discharge, the remaining portion of the Financial Transaction which is not partially set-off or discharged shall continue to be a Financial Transaction for all purposes herein.

5 GENERAL PAYMENT AND DELIVERY OBLIGATION

5.1 Subject to Clauses 3 and 4 and the other provisions of the Client Agreement, each party shall make each payment or delivery specified in each Confirmation to be made by it. Payments shall be made on each relevant Value Day or Settlement Day for value on that date specified in the relevant Confirmation or otherwise pursuant to the Client Agreement. Where settlement is by delivery, such delivery shall be made for receipt on the Value Day or Settlement Day in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in the Client Agreement.

5.2 There shall be no settlement by delivery in respect of any Financial Transaction unless otherwise specified in the relevant Confirmation or where the Bank otherwise agrees.

5.3 Unless the Bank otherwise agrees with the Client in writing, each obligation of the Bank to make any payment or delivery to the Client is subject to the condition precedent that there is no Default subsisting.

5.4 Unless otherwise specified, all time deadlines are with reference to Hong Kong time. The Bank reserves the rights to change this reference at any time.

5.5 Notwithstanding anything contained in the Client Agreement and except where the Bank otherwise agrees, on each Value Day or Settlement Day in respect of each Financial Transaction, the Bank shall:

(a) if the Bank is required to make payment of the Netted Amount under Clause 3 of this Section, credit the Investment Account with an amount equal to the Netted Amount; or

(b) if the Client is required to make payment of the Netted Amount under Clause 3 of this Section, debit the Investment Account with an amount equal to the Netted Amount,

and the Bank shall also:

(i) in respect of any purchase of Precious Metal, credit the amount of Precious Metal purchased by a Client in the Bank’s records as a Notional Quantity bought and held for the Client; and

(ii) in respect of any sale of Precious Metal, debit from the Bank’s records the Notional Quantity of Precious Metal sold on behalf of the Client.

5.6 Without limiting any other rights which the Bank may have under the Client Agreement if at any time, (i) the Client fails to pay for or deliver to the Bank any asset (including Assets) previously purchased or sold by the Bank on the Client’s behalf, or (ii) the Client fails to deliver any asset (including Assets) in compliance with any contract, or (iii) the Bank shall be required or shall deem it advisable (whether by reason of the requirements of any exchange, clearing house, Applicable Laws or otherwise) to replace any asset (including Assets) delivered or to be delivered by the Bank for the Client’s account with other asset (including Assets) of like or equivalent kind or amount, the Client authorises



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the Bank, in the Bank’s absolute discretion, to pay or deliver the same on behalf of the Client (and at the Bank’s sole discretion) to borrow or buy on such terms and conditions as the Banks shall consider fit, the same for purpose of delivery or to replace any such asset (including Assets) previously delivered and deliver the same to such person to whom delivery is to be made. The Bank may subsequently repay the loan thereof (where applicable) with the asset (including Assets) purchased or otherwise acquired for the Client’s account, and the Client shall pay the Bank for any Loss which the Bank may be required to pay thereon and for any Loss which the Bank may sustain from its inability to borrow or buy such asset (including Assets) as well as all and any Costs of whatsoever nature and howsoever incurred by the Bank if the Bank is able to buy such asset (including Assets).

5.7 The Bank may, in its absolute discretion, and without prior notice (whether oral or otherwise) to the Client, arrange for any Financial Transaction to be effected in whole or in part by the sale to, or the purchase from, the Client of the relevant investments by another client, either of the Bank or of any other member of the Julius Baer Group. If the Bank does so, the Bank or any other member of the Julius Baer Group may charge or otherwise accept Remuneration from both the Client and such other client and retain the charges or other Remuneration for its own account. The members of the Julius Baer Group (including the Bank) shall not be bound to account to either the Client or such other client in this regard, except to the extent required by Applicable Laws.

6 ORDERS

6.1 Nothing in the Client Agreement obliges the Bank to enter into any Financial Transaction with the Client and the Bank may refuse to enter into any Financial Transaction or otherwise act on any Order without giving any reason for such refusal.

6.2 In the event that the Bank decides to act on any Order or is otherwise under an obligation to act on any Order, the Bank shall be allowed such amount of time to act and implement any Order as may be reasonable having regard to the systems and operations of the Bank and the other circumstances then prevailing and shall not be liable for any and all Loss of whatsoever nature and howsoever arising (including legal fees on a full indemnity basis and any Taxes thereon) arising from any delay on the part of the Bank in acting on any such Order, except where and to the extent the Loss is/or a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.

6.3 Without prejudice to the generality of any other provision of the Client Agreement, where any Order is ambiguous or inconsistent with any other Order, the Bank shall be entitled (but shall not be obliged) to rely and act upon any Order in accordance with any reasonable interpretation thereof which any officer or employee of the Bank believes in good faith to be the correct interpretation.

6.4 Without prejudice to the generality of any other provision of the Client Agreement, the Bank shall not be liable to the Client for any and all Loss of whatsoever nature and howsoever arising (including legal fees on a full indemnity basis and any Taxes thereon) incurred by the Client arising from any loss, delay in the transmission or wrongful interception of any Order through any equipment or system, including any equipment or system owned and/or operated by or for the Bank, except where and to the extent the Loss is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.

6.5 Subject to Applicable Laws, the Bank may aggregate the Client’s orders with: (i) the Bank’s own orders; (ii) orders of persons connected with the Bank; or (iii) orders of any other persons. Such aggregation may on some occasions operate to the Client’s advantage and on other occasions to the Client’s disadvantage. Market conditions may not permit the Client’s aggregated order to be executed at once or in a single transaction. The Bank may therefore execute it over such period as the Bank deems appropriate and may report to the Client a volume weighted average price for a series of transactions so executed instead of the actual price of each transaction and the Client authorises the Bank to do so accordingly.

7 EXERCISE OF OPTIONS

7.1 Payment of the Premium in respect of an Option transaction shall be made on the relevant Premium Payment Day on which the Bank shall:

(a) in respect of a purchase by the Client of an Option from the Bank, debit the Investment Account with an amount equal to the Premium; or

(b) in respect of a sale by the Client of an Option to the Bank, credit the Investment Account an amount equal to the Premium.

7.2 An Option shall be exercised in accordance with the terms of the relevant Confirmation. Subject to as aforesaid, where the Bank is the buyer of an Option sold by the Client, any notice of exercise given by the Bank in respect of such



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Option may be in writing and delivered by post or facsimile or communicated in person or by telephone or by such other means of Communication as the Bank considers appropriate in the circumstances. Any such notice, if given in writing, shall be deemed to have been duly delivered to the Client in accordance with the Client Agreement.

7.3 Where the Bank is the seller of an Option purchased by the Client, the Bank shall be under no duty or obligation to notify the Client (whether in writing or otherwise) of any matter relating to such Option, including the impending expiry or expiry of such Option.

7.4 Physical Underlyings shall be delivered upon the exercise of an Option if so required by the terms of the relevant Confirmation. Such Underlyings shall be delivered to the party entitled thereto on the Value Day or Settlement Day specified in the relevant Confirmation or, if no day is specified, on the day as determined by the Bank in its absolute discretion.

7.5 As security for the exercise of the Option, the Client shall and where applicable, or if required by the Bank, charge and assign (to the extent that it may do so) all Underlyings relating thereto and all its rights in such Underlyings to the Bank. The Client hereby expressly authorises the Bank to further pledge or charge such Underlyings and all its rights therein which have been pledged or charged to the Bank to the Bank’s correspondents, the options exchange or its clearing house. If the Options are not exercised by the time they expire or when the Financial Transaction is closed out, such pledge and/or charge and assignment lapses and is discharged automatically.

7.6 An over-the-counter Option transaction may only be exercised in whole, unless otherwise agreed in the relevant Confirmation. An exchange traded Option may be partially exercised, subject to rules of the relevant Stock Exchange.

7.7 The Client shall be solely responsible to ensure that the Bank receives adequate and timely Instructions as to the exercise or abandonment of any Options purchased by the Bank on the Client’s behalf. All such purchases of Options shall be at the Client’s own risk. Subject to Clause 7.8 below and any Applicable Laws, (i) Instructions to exercise an Option position shall be given by the Client to the Bank before such cut-off time as may be notified by the Bank in its absolute discretion to the Client and any such Instructions shall be irrevocable, and (ii) if the Client fails to deliver documents, assets (including Assets), information or funds or give Instructions in a timely manner according to the Applicable Laws (or in any event by such time as may be specified by the Bank in its absolute discretion), the Bank may, without notice (oral or otherwise), either close the Client’s position, or make or receive delivery on behalf of the Client upon such terms and by such methods which the Bank shall in its absolute discretion deem appropriate. The Client shall be responsible for any and all Loss incurred by the Bank.

7.8 Without prejudice to the generality of the foregoing clauses, where a (i) Call Option sold, or (ii) Put Option purchased on behalf of the Client, is exercised and is to be physically settled and the Underlying in the Investment Account (as solely and conclusively determined by the Bank) is insufficient to satisfy the delivery obligations arising from such exercise, the Bank in its sole discretion may (without prior notice (whether oral or otherwise) to the Client) purchase such Underlying on the relevant Stock Exchange or borrow such Underlying in order to effect such delivery to the counterparty on behalf of the Client. The Client shall pay on demand (whether such demand is made orally or otherwise) any and all Loss sustained or incurred by the Bank in doing so (including any Loss which the Bank may sustain from its inability to borrow or purchase such Underlying), which shall, prior to such payment, form part of the Total Liabilities. Notwithstanding Clause 7.3 of this Section, the Client acknowledges it will not always be possible or practicable for the Bank to notify the Client in advance (and the Bank shall have no duty or obligation to do so) when to deliver the requisite Underlying to the Bank to enable the Bank to satisfy the delivery obligations arising from the exercise of any Option, and the Client shall at all times bear the sole risk of complying with and the consequences of all delivery obligations arising out of any such Option the Bank has entered into on the Client’s behalf. The Client confirms it has been informed by the Bank that to avoid the situation of the Underlying being insufficient to satisfy the delivery obligations under any such Option, the Client should ensure that sufficient Underlying (as determined solely and conclusively by the Bank) is delivered to the Bank at the time the Client places the sale or purchase order with the Bank for such Option, with the Client maintaining such sufficient amount of Underlying throughout the life of such Option until it expires or is exercised.

8 MARGIN

8.1 The Client shall deposit and/or maintain in the Investment Account, or otherwise as the Bank directs, Margin in compliance with all Margin requirements imposed by the Bank from time to time. No previous Margin requirements shall set a precedent or bind the Bank thereto.

8.2 Subject to Applicable Laws, the Bank may deposit Margin or any part thereof provided by the Client with third parties, or pledge, charge or grant security arrangements over such Margin to third parties as the Bank may deem necessary to facilitate the Financial Transactions or any other matter contemplated in the Client Agreement. Such Margin shall then be simultaneously released from the security created by or pursuant to the Client Agreement and transferred by the Client to the Bank in accordance with the provisions of this Clause. The Client authorises the Bank to take such steps to deliver or credit the relevant Margin to itself (or, as appropriate, the third party in question) and authorises the



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Bank (for and on behalf of the Client) to execute, and agrees to the Bank so executing, such instruments of transfer or the like as the Bank considers necessary or desirable to vest the full legal and beneficial right, title and interest in and to such Margin in the Bank or the third party (as the case may be).

8.3 The Client shall and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise) such Margin or additional Margin in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate.

If the value of any Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including:

(a) requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Margin in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Margin);

(b) immediately selling or realising any and/or all of the Margin or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 8.3(a) or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin and such time granted, provided or extended has not expired; and/or

(c) to close out, liquidate, set off, sell, realise or otherwise deal with any or all of the Financial Transactions (notwithstanding that any such Financial Transaction(s) has/have not yet matured and whether or not any Loss to the Client may arise as a result thereof) immediately or at such time and by such means and in such manner as the Bank, in its absolute discretion, deems appropriate without notice (whether oral or otherwise) to the Client and/or any other person, regardless of whether the Bank has made any demand under Clause 8.3(a) or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Margin and such time granted, provided or extended has not expired.

8.4 The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client’s expense (including the payment of any Costs of whatsoever nature and howsoever incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank’s security interest in the Collateral, Margin or any part thereof and the Bank’s title to the security thereby constituted or intended to be constituted by the Collateral and/or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation.

8.5 All Margins shall be subject to the Bank’s general rights in respect of the Client’s Assets as provided in the Client Agreement and the Facility Documents.

8.6 The Bank is hereby authorised by the Client, (but is not obliged to) at any time and from time to time, without prior notice (whether oral or otherwise) to the Client, to transfer or cause to be transferred any of the Client’s Assets (including any Assets to which the Client is beneficially entitled) to, between or among any accounts which Client has with the Bank or any Affiliates if, in the Bank’s commercially reasonable judgment, such transfer may be required to avoid a shortfall of Margin or reduce any shortfall of funds, eliminate or reduce any debit balance or otherwise satisfy any obligation owing to the Bank or any Affiliate.

9 LIMITS AND MARGIN REQUIREMENTS

9.1 The Client shall not exceed any position or Financial Transaction limits imposed by the Bank from time to time. Such limits may include minimum sizes for Financial Transactions.

9.2 The Bank may vary any position or Financial Transaction limit or Margin requirement at any time in its absolute discretion. The Client acknowledges, that such variation may result in an immediate change in limit or level and/or in the Bank requiring the Client to provide additional Margin immediately, (without the Bank being obliged to grant, provide or extend time to the Client or to provide such additional Margin) and the Client waives any right to object on the grounds that such variation of position or Financial Transaction limit or Margin requirement is or was unreasonable.



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10 FEES AND PAYMENTS

10.1 Without prejudice to the generality of any other provision in the Client Agreement, the Client shall promptly pay all the Bank’s fees and/or other charges at such rates and in such manner as the Bank may impose and stipulate from time to time with respect to the execution, performance and/or settlement of any Financial Transaction or otherwise for the maintenance of any Investment Account or the provision of any Service or Facility to the Client or in connection with any Transaction or in connection with any Investment Account.

10.2 The Bank shall be entitled to charge interest on any sum or payment due to the Bank from the Client in respect of any Financial Transaction at such rate and calculated and/or compounded in such manner as the Bank may in its absolute discretion impose and determine from time to time and to debit any Investment Account in respect of the interest due.

10.3 If for any reason the Bank cannot effect payment or repayment to the Client in respect of any Financial Transaction in a particular currency in which payment or repayment is due, the Bank may effect payment or repayment in the equivalent in any other currency selected by the Bank based on such rate of exchange as the Bank may determine in its absolute discretion.

10.4 All payments to the Client in respect of any Financial Transaction will be made solely where an Investment Account is maintained (and in the case of other offices or branches of Bank Julius Baer & Co. Ltd., at such office or branch) or elsewhere as the Bank may, in its absolute discretion, permit.

11 REPRESENTATIONS AND WARRANTIES

In addition to any other representations, warranties and/or undertakings in the Client Agreement, the Client hereby represents, warrants and undertakes to the Bank on behalf of itself and every other Security Party at all times:

(a) that the Client is transacting on its own account as principal and is not trading on behalf of or as trustee or nominee for any other person unless the Bank is notified otherwise in writing;

(b) that the Client has obtained and will maintain in full force and effect all necessary consents, authorisations and licences which may be required for it to be bound by the Financial Transactions and the performance of the Financial Transactions contemplated hereby;

(c) each Financial Transaction constitutes a valid and legally binding agreement of the Client enforceable in accordance with its terms;

(d) that the Client has all necessary power, capacity, authority and approvals to enter into and perform its obligations under the Financial Transactions and that the Financial Transactions and the performance thereof and the obligations contained therein and therein do not and will not:

(i) contravene any existing Applicable Laws, or any judgment, or order of a court or tribunal of any jurisdiction, or decree or permit to which the Client is subject; or

(ii) conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client is a party or is subject or by which any of the Client’s assets (including Assets) is bound;

(e) that the Client is qualified and otherwise meets any criteria, whether imposed by Applicable Laws, the relevant Stock Exchange or the relevant Offering Document to enter into each Financial Transaction;

(f) that the Client will enter into all Financial Transactions solely in reliance upon the Client’s own judgment and investigations and not upon advice or recommendations by the Bank, its Affiliates or any director, employee or agent of the Bank or its Affiliates; and

(g) that all information furnished by or on behalf of the Client to the Bank in connection with each Financial Transaction is true, accurate and complete in every respect.

12 DEFAULT

12.1 A “Default” shall be deemed to occur if any event of default as described in any Section of the Client Agreement or in any document forming part of the Client Agreement has occurred and in addition, if any event referred to in Clause 19.1 of Section 1 – “Terms and Conditions for Accounts” occurs.



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12.2 Upon the occurrence of any Event of Default or Default in Clause 19.1(k) of Section 1 – “Terms and Conditions for Accounts” in respect of the Client, all outstanding Financial Transactions entered into between the Client and the Bank shall be deemed immediately terminated and the Bank shall be entitled (but is not obliged) to immediately or at any time thereafter exercise its rights and do any one or more acts in Clause 19.2 of Section 1 – “Terms and Conditions for Accounts”.

12.3 Without prejudice to any other claim, right or remedy whatsoever of the Bank hereunder or otherwise at law, upon the occurrence of any Event of Default or Default (other than an Event of Default or Default in Clause 19.1(k)), the Bank is entitled (but is not obliged to) immediately or at any time thereafter exercise its rights and do any one or more acts in Clause 19.2 of Section 1 – “Terms and Conditions for Accounts” (including to close out all or any Financial Transactions) in any order as the Bank shall in its absolute discretion deem fit, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, and/or without being obliged to grant, provide or extend such time to the Client, any Security Party and/or any other person as may be necessary to implement any Mechanics of Payment (where applicable).

12.4 Following the close out of any Financial Transaction by the Bank pursuant to Clause 12.3 or the deemed liquidation of any Financial Transaction pursuant to Clause 12.2, the only remaining obligation of the Bank in respect of such Financial Transactions (collectively, the “Closed Out Transactions”) shall be to:

(a) calculate the Netted Amount based on a good faith calculation by the Bank of the payment obligations under the Closed Out Transactions in accordance with Clause 3; and

(b) on the basis of the Netted Amount and the Closed Out Loss so established, calculate the amount that is owing from the Bank to the Client and from the Client to the Bank respectively and the amounts owing from one party shall be set off against the amounts owing from the other and only the balance shall be payable; and

(c) (i) credit an amount equal to the Netted Amount to the Investment Account if the Bank is required to make payment of the Netted Amount under Clause 3; or

(ii) debit an amount equal to the Netted Amount to the Investment Account if the Client is required to make payment of the Netted Amount under Clause 3.

12.5 The Client hereby authorises the Bank, in its absolute discretion, to place the monies recovered under Clause 12.3 to the credit of any suspense account with a view to preserving the Bank’s rights to prove for the whole of the Bank’s claims against the Client in the event of any proceedings in, or analogous to, bankruptcy, winding-up, liquidation composition or arrangement and the Bank may apply any or all of such proceeds to such account, obligation or liability of the Client as the Bank may, in its absolute discretion, from time to time conclusively determine.

12.6 If an Extraordinary Event, a Price Disruption Event or a Market Disruption Event occurs in relation to any Financial Transaction or otherwise in relation to any Investment Account, the Bank shall have the absolute discretion to determine any adjustment or action necessary in relation to such Financial Transaction or any and all Financial Transaction(s) or otherwise to any Investment Account in view of the Extraordinary Event, the Price Disruption Event or the Market Disruption Event (as the case may be). Such adjustments or actions may include determining, altering or varying the quantities of currencies, securities or commodities or instruments or the exchange rates or specifications of currencies, securities or commodities or instruments bought or sold in respect of such Financial Transaction or any or all Financial Transaction(s), or terminating the Financial Transaction in question or any or all Financial Transaction(s) or such Investment Account. Provided the Bank undertakes such adjustment or action in good faith, any such adjustment or action shall be binding on the Client who shall be liable for any additional Loss incurred by the Bank on the account of the Client or for which the Client is consequently liable as a result of such adjustment or action.

12.7 The Bank or the Client may terminate any Investment Account in accordance with any right given to the Bank under the Client Agreement. Prior to the termination of any Investment Account, the Client shall instruct the Bank as to the proper disposal or transfer of any Assets therein. If the Client fails to do so, the Bank may exercise any of its rights under Clause 12.3 above as if a Default had occurred.

12.8 Any settlement or discharge between the Bank and the Client shall be conditional upon no security provided to, or payment to, the Bank being avoided or reduced or required to be paid away by virtue of any requirement (whether or not having the force of law) or enactment, whether relating to bankruptcy, winding-up, liquidation, judicial management or administration or otherwise, at any time in force or by virtue of any obligation to give any preference or priority and in any such event the Bank shall be entitled to recover the value or amount of any security or payment from the Client as if such settlement or discharge had not occurred.



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13 CONFIRMATIONS

After agreeing upon a Financial Transaction, the Bank may produce a Confirmation which, on the Bank’s request, shall be immediately signed and returned by the Client.

14 INDEMNITY

14.1 Without prejudice to the generality of Clause 16 of Section 1 - “Terms and Conditions for Accounts”, the Client shall fully indemnify and keep indemnified promptly on demand on a full indemnity basis the Bank, its custodians, nominees, correspondents and agents and any Affiliate and every director, officer, employee or agent of any of the foregoing against any and all Loss which may be brought against any of them or which any of them may suffer or incur in connection with the Financial Transaction(s) (including any Closed Out Transaction) save where the same arises directly from their respective negligence or wilful default, including any Loss which the Bank may incur or sustain from or by reason of any interest in the Investment Account or any Underlying.

14.2 The Client shall pay all stamp, documentary, registration or other like duties levied or imposed in respect of any Financial Transaction or other transaction between the Bank and the Client, whether in Hong Kong or any other jurisdiction.

15 OPTIONS TRADED ON SEHK

15.1 The provisions in this Clause 15 shall apply in respect of any services provided by the Bank to the Client in relation to any Options Contract traded on SEHK. Unless the context otherwise requires, capitalised terms used in this Clause 15 shall have the same meanings as defined in the Options Trading Rules of The Stock Exchange of Hong Kong Limited (the “Options Trading Rules”).

15.2 The Bank will keep information relating to the Client’s options account confidential, but may provide any such information to the SFC and the HKMA to comply with their requirements or requests for information. The Client waives banking secrecy in this respect.

15.3 The Client confirms that, unless otherwise agreed by the Bank, the options account is operated solely for the Client’s account and benefit, and not for the benefit of any other person.

15.4 The Bank will collect margin requirements and premium in accordance with all applicable laws, rules and regulatory directions (the “Options Rules”), which include the Options Trading Rules, the Clearing Rules of The SEHK Options Clearing House Limited (the “SEOCH”) and the rules of the Hong Kong Securities Clearing Company Limited (the “HKSCC”).

15.5 The Client agrees that the terms of the Standard Contract for the relevant options series shall apply to each Client Contract between the Bank and the Client, and that all Client Contracts shall be created, exercised, settled and discharged in accordance with the Options Rules.

15.6 The Client agrees to provide the Bank with Margin as may be agreed from time to time, as security for the Client’s obligations to the Bank under the Client Agreement.

15.7 The Margin should be paid or delivered as demanded by the Bank from time to time; and the amounts required by way of Margin should not be less than, but may exceed, the amounts as may be required by the Options Rules in respect of the Client’s open positions and delivery obligations, and further Margin may be required to reflect changes in market value.

15.8 If the Bank accepts securities by way of Margin, the Client will on request provide the Bank with such authority as the Bank may require under the Options Rules to authorise the Bank to deliver such securities, directly or through an Options Exchange Participant, to SEOCH as SEOCH Collateral in respect of Exchange Traded Options Business resulting from the Client’s instructions to the Bank; and the Bank does not have any further authority from the Client to borrow or lend the Client’s securities or otherwise part with possession (except to the Client or on the Client’s instructions) of any of the Client’s securities for any other purpose.

15.9 The Client agrees to indemnify the Bank, and the Bank’s employees and agents, against all Loss resulting from breach of the Client’s obligation under the Client Agreement, including Costs reasonably incurred in collecting debts from the Client, and in closing the options account.

15.10 If the Client fails to comply with any of the Client’s obligations and/or to meet the Client’s liabilities under the Client Agreement, including failure to provide Margin, the Bank may:



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(a) decline to accept further instructions from the Client in respect of Exchange Traded Options Business;

(b) close out some or all of the Client’s Client Contracts with the Bank;

(c) enter into Contracts, or into transactions in securities, futures or commodities, in order to settle obligations arising or to hedge the risks to which the Bank is exposed in relation to the Client’s failure;

(d) dispose of Margin, and apply the proceeds thereof to discharge the Client’s liabilities to the Bank,

and any proceeds remaining after discharge of all the Client’s liabilities to the Bank should be paid to the Client.

15.11 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 and on such other terms as the Bank has notified to the Client from time to time.

15.12 In respect of all Contracts effected on the Client’s Instructions, the Client will pay the Bank, within the time period notified by the Bank, Premium, the Bank’s commission and any other charges, and applicable levies imposed by SEHK, as have been notified to the Client; and the Bank may deduct such Premium, commissions, charges and levies from the options account.

15.13 The Bank may place limits on the open positions or delivery obligations that the Client may have at any time.

15.14 On exercise of a Client Contract by or against the Client, the Client will perform the Client’s delivery obligations under the relevant contract, in accordance with the Standard Contract and as the Client has been notified by the Bank.

15.15 Upon request, the Bank shall provide the Client with product specifications for Options Contracts.

15.16 The Bank will notify the Client of material changes in respect of the Bank’s business which may affect the services that the Bank provides to the Client.

16 ADDITIONAL TERMS AND CONDITIONS FOR LEVERAGED KNOCK-OUT DAILY DECUMULATOR (“KODD”) TRANSACTIONS

For the avoidance of doubt, KODD Transactions shall be Financial Transactions. These additional terms and conditions shall only apply to those KODD transactions entered into by the Client which may not be fully covered at the time of entering such transactions with the Bank (“Margined KODD Transactions”, each a “Margined KODD Transaction”), as determined by the Bank in its absolute discretion, from time to time, and shall supplement and form an integral part of the relevant Confirmation applicable to each Margined KODD Transaction.

Unless otherwise defined herein, capitalised terms in this Clause 16 shall have the same meaning as that used in the relevant Confirmation.

16.1 Delivery of Shares

(a) In respect of a Margined KODD Transaction, the Client shall deliver to the Bank no later than 12 noon (Hong Kong time) on each observation period end date (or such other time as may be determined by the Bank in its absolute discretion) such number of shares to be delivered in respect of the relevant settlement date as determined in accordance with the relevant Confirmation.

(b) The Client shall provide the Bank with confirmation of transfer instructions in respect of the delivery of the relevant shares in accordance with this Clause 16.1(a) at least one (1) Business Day before the relevant Period End Date (or such other time as may be determined by the Bank in its absolute discretion). “Business Day” as used herein in this Clause 16 shall mean a day other than a Saturday or Sunday or public holiday in Hong Kong on which the Bank is open for business.

(c) Failure by the Client to deliver to the Bank the shares in accordance with Clause 16.1(a) shall be a Default whereupon Clause 12 of this Section applies.

(d) Without prejudice to Clause 16.1(c), the Client hereby irrevocably and unconditionally authorises the Bank (without further reference to the Client), to utilise the Facilities for the purchase of the relevant shares in such number as may be required under the Confirmation in order to effect delivery of the relevant shares for and on behalf of the Client in accordance with the Confirmation and any Costs of whatsoever and howsoever incurred by the Bank shall be on the Client’s account.



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16.2 Margin Requirements

(a) In respect of each Margined KODD Transaction, Margin equivalent to the sum of the absolute amount of the mark-to-market value of the relevant Financial Transaction and such additional amount as may be specified by the Bank (each as determined by the Bank in its absolute discretion) is required. The Client shall deposit with the Bank, Margin of such value as may be specified by the Bank in its absolute discretion. Such value of Margin may include an amount to satisfy the Client’s obligations if the Margined KODD Transaction is knocked out.

(b) For the avoidance of doubt and without prejudice to Clause 9 of this Section, the Bank may at any time in its absolute discretion and without notice to the Client revise the Margin requirements if the value of Margin is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate.



SECTION 5TERMS AND CONDITIONS FOR

CREDIT FACILITIES

SMISCELLANEOUS



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SECTION 5TERMS AND CONDITIONS FOR CREDIT FACILITIES

1 DEFINITIONS



(a) “Beneficiary” has the meaning given to such term in Clause 8.2(c);

(b) “Contract Currency” has the meaning given to such term in Clause 10.5(b);

(c) “Fixed Advance” means a fixed advance made or to be made available under the terms of the Facility Documents by the Bank to the Client, in such currency of such amount and for such period as may be agreed to and accepted by the Bank;

(d) “IPO” means an initial public offering of any securities on an internationally recognised stock exchange;

(e) “IPO Advance” means an advance made or to be made available under the terms of the Facility Documents by the Bank to the Client, in such currency of such amount and for such period as may be agreed to and accepted by the Bank for (and only for) the purpose of financing amounts payable by the Client in connection with an IPO Application;

(f) “IPO Application” means any application made by the Bank or its nominee on the Client’s behalf for subscription for securities pursuant to an IPO;

(g) “New Securities” has the meaning given to such term in Clause 5.4;

(h) “Overdraft Account” means a current Account of the Client with the Bank which the Bank agrees may be overdrawn under the terms of the Facility Documents;

(i) “Refunded Amount” has the meaning given to such term in Clause 5.5;

( j) “Subscription Balance”, means, in relation to any IPO Application, a sum equal to the Subscription Monies less the IPO Advance, which sum shall be paid by the Client to the Bank on such date as may be specified by the Bank;

(k) “Subscription Monies” means the monies payable in connection with an IPO Application, comprising the IPO Advance and the Subscription Balance;

(l) “Surety Instrument” means a guarantee, SBLC or other similar instrument, issued by a bank or other financial institution acceptable to and approved by the Bank, to secure or as the subject of security for the repayment of the Total Liabilities; and

(m) “Trading Facilities” means facilities made available by the Bank to the Client under or in connection with any Financial Transaction, including any foreign exchange trading facility, currency Option trading facility, Precious Metal trading facility, Precious Metal Option trading facility and security Option trading facility (consisting of equity Options and over-the-counter equity and bond Option trading) and/or such other facilities deemed by the Bank as Trading Facilities made available by the Bank to the Client.

1.3 In the event of any conflict or inconsistency between:

(a) this Section and any other Section of the Client Agreement, this Section shall prevail insofar as the inconsistency relates to the Facilities (save for Financial Transactions which insofar as the relevant Financial Transactions shall be dealt with in accordance with Section 4 – “Terms and Conditions for Financial Transactions”); and

(b) any of the provisions of the Client Agreement (including this Section) and the terms contained in the Application for Facilities, any Confirmation Letter or any Security Document, the terms of such Application for Facilities, Confirmation Letter or Security Document shall prevail over such provisions of the Client Agreement insofar as the inconsistency relates to Facilities (save for Financial Transactions which insofar as the relevant Financial Transactions shall be dealt with in accordance with Section 4 – “Terms and Conditions for Financial Transactions”).

1.4 Any right of the Bank under this Section shall be without prejudice and in addition to any other rights of the Bank under Section 1 – “Terms and Conditions for Accounts” and any one or more of these rights are exercisable by the Bank in such manner, order and combination as the Bank shall in its absolute discretion deem fit.



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1.5 Where the Client comprises more than one person, the obligations of the Client in respect of any Facility shall be construed as the joint and several obligations of each such person and the Bank shall be entitled, upon the occurrence of an Event of Default or otherwise, to proceed against any one or more of such persons (whether or not such person(s) has/have utilised the Facility) in such manner and order as the Bank may, in its absolute discretion, deem fit. Each such person comprising the Client hereby waives any right to require the Bank to proceed against or exhaust any Collateral provided by any other person.

2 FACILITIES

2.1 The Bank may, in its absolute discretion and subject to and in accordance with the Facility Documents, make Facilities available to the Client.

2.2 If the Bank accepts an Application for Facilities, the Bank’s acceptance may be oral, in writing or otherwise (as the case may be). In any event, the availability of the Facilities for utilisation by the Client from time to time (including the disbursement of monies) shall be deemed as the Bank’s acceptance.

2.3 Where the Bank advises of its acceptance of the Application for Facilities in writing, the Bank shall send the Client a Confirmation Letter, and the Bank may impose in the Confirmation Letter any additional terms and conditions of the Facilities.

2.4 The Client agrees that any utilisation of the Facilities shall be subject to the Client Agreement and Facility Documents, and the Client shall be bound thereby.

2.5 The Facilities are uncommitted and repayable on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and accordingly, the availability of the Facilities or any part thereof is subject to the Bank’s absolute discretion. The Bank has no obligation whatsoever to make or continue to make available to the Client all or any part of the Facilities or to allow any particular utilisation thereof, whether or not any utilisation request is received or accepted by the Bank.

2.6 (a) Notwithstanding the absence of an Event of Default or any other provisions contained in the Facility Documents, the Client Agreement and any other terms and conditions, the Total Liabilities or any part thereof (whether pursuant to the Facilities or otherwise) are repayable by the Client upon the Bank’s demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment).

(b) Without prejudice to the rights of the Bank as set out in paragraph (a) above, the Bank may, in its absolute discretion, review the Facilities at any time and from time to time and may, pursuant to such review, vary, amend or extend the availability or repayment period, cancel and/or terminate the Facilities or any part thereof at any time without prior notice (whether oral or otherwise) to the Client. Upon any such termination the Facilities shall cease to be available for utilisation and: (a) the Total Liabilities shall become immediately due and payable and the Bank shall have the rights to require immediate repayment of all sums then owing to it; and (b) the Client shall procure the release and discharge of the Bank from all Guarantees and other contingent and/or unmatured liabilities owing, sustained or incurred by the Bank pursuant to the utilisation by the Client of any of the Facilities and, pending such release or discharge, shall place the Bank in funds by paying to the Bank, for credit to a suspense or other account or accounts as the Bank may decide, the amount required by the Bank to satisfy in full each of such Guarantees and other contingent and/or unmatured liabilities and any Costs in relation thereto.

(c) For the avoidance of doubt, any failure on the part of the Client to make immediate repayment of any sums required by the Bank (without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) under this clause shall be an Event of Default.

3 UTILISATION CONDITIONS

3.1 Any utilisation by the Client of any of the Facilities shall be subject to the prior approval of the Bank. Each such utilisation shall also be subject to the completion, execution and delivery of such documents as the Bank may require. Any utilisation request given by the Client shall be irrevocable.

3.2 Each utilisation of the Facilities shall be subject to the Facility Documents and the following additional conditions (and such other conditions as the Bank may in its absolute discretion specify from time to time):

(a) each request for utilisation shall be made in such form and manner, and must be received by the Bank at such time before such utilisation, as the Bank may prescribe from time to time;



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(b) the representations and warranties in the Client Agreement and Facility Documents shall be true and correct as if repeated on the date of such utilisation;

(c) no breach of or default (however described) under any of the terms of the Client Agreement and Facility Documents shall have occurred and no such breach or default will be caused by, or result from, such utilisation; and

(d) there shall have been no material adverse change in the condition (financial or otherwise), prospects or assets (including Assets) of the Client and every other Security Party (if any).

4 FIXED ADVANCES

Where applicable, the Client may request for a Fixed Advance by executing and delivering to the Bank a notice in such form or other manner as the Bank may specify or otherwise agree not later than 10:00 a.m. (Hong Kong time) on the second Bank Business Day (or such later date or at such other time agreed to by the Bank) prior to the drawdown date specified in such request or in such other manner as may be agreed by the Bank. The Bank shall, at any time and in its absolute discretion, have the right to refuse to make any Fixed Advance requested by the Client. Each Fixed Advance shall be repaid in full at any time on demand by the Bank (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) notwithstanding the absence of an Event of Default, or on the date of its maturity, together with interest accrued thereon in arrears. Interest on any Fixed Advance having a tenor of 12 months or more shall be payable in arrears at such intervals as may be determined by the Bank.

5 IPO FINANCING FACILITY

5.1 Upon the Client’s request, the Bank may, in its absolute discretion and subject to the fulfillment by the Client of any conditions or requirements imposed by the Bank in connection therewith (including any Collateral requirements), make available an IPO Advance to the Client; provided always that the Bank may refuse to allow any drawdown of such IPO Advance if prior to the drawdown date, any situation arises which, in the opinion of the Bank, could result in a material adverse change in the international capital and/or money markets.

5.2 The Client represents and warrants to the Bank that:

(a) all information furnished by or on behalf of the Client to the Bank or its nominee for the purpose of the IPO Application is true, accurate and complete in every respect; and

(b) the Client is qualified and otherwise meets any criteria, whether imposed by Applicable Laws, or the relevant Offering Document, to subscribe for securities pursuant to the IPO Application.

5.3 Payment of the Subscription Monies will be made by the Bank or its nominee on behalf of the Client to the receiving bank specified in the relevant Offering Document (the “Receiving Bank”) in accordance with the terms of the relevant Offering Document. Notwithstanding the foregoing, the Client acknowledges and agrees that it shall remain liable for the repayment of the IPO Advance, together with any interest and Costs thereon. The Client further agrees that it shall assume full responsibility for any Loss which may be suffered by the Client arising directly or indirectly from the deposit of the Subscription Monies with the Receiving Bank.

5.4 In the event that an IPO Application (or any part thereof) is successful, all securities allotted pursuant thereto (collectively, the “New Securities”) shall be registered in the name of the Bank or its nominee (as the case may be) and shall form part of the Collateral.

5.5 The Client acknowledges that the Bank is under no duty or obligation to ensure the success of any IPO Application or to allocate any securities which are the subject of any IPO to the Client. To the extent that an IPO Application is unsuccessful, the proceeds of the relevant IPO Advance or any part thereof (the “Refunded Amount”) will be returned to the Bank and pending such return shall be held in trust for the Bank. The Client acknowledges that it shall have no right, title or interest of any nature whatsoever to or in the Refunded Amount and shall not be entitled to demand payment from the Bank or its nominee (as the case may be) of the Refunded Amount or any part thereof. Notwithstanding an unsuccessful IPO Application, the Client shall still be liable to the Bank for interest and Costs on any IPO Advance.

5.6 The Client hereby authorises the Bank to:

(a) accept and retain all scripts, certificates or other documents of title in respect of the New Securities;

(b) register the New Securities in the name of the Bank or its nominee (as the case may be) in accordance with



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the terms of the Facility Documents;

(c) receive all dividends, income or other distributions in respect of the New Securities;

(d) exercise any rights attaching to or derived from the New Securities (provided that the Bank shall be under no obligation to attend any meeting or exercise any voting rights unless there exist specific instructions given by the client on a case by case basis);

(e) retain any and all proceeds from the sale of the New Securities; and

(f) take whatever action the Bank considers appropriate in its absolute discretion in respect of the New Securities.

5.7 Without prejudice to the generality of any other provision of the Client Agreement and Facility Documents, the Bank shall not be liable to the Client for any Loss of whatsoever nature and howsoever arising from any omission, error or delay in the transmission of any instructions relating to the IPO Application or in the making or lodgement of an IPO Application, except where and to the extent such Loss is a direct consequence of the Bank’s negligence or wilful misconduct. Under no circumstances shall the Bank be liable for any indirect, special or consequential Loss of any kind or nature.

6 FINANCIAL TRANSACTIONS

6.1 The Client may, subject to receiving the prior approval of the Bank where applicable, utilise any of the Trading Facilities for Financial Transaction(s), provided that the duration of any Financial Transaction shall, unless otherwise agreed by the Bank, not exceed the period of 12 months (or such other period as may be determined from time to time by the Bank in its absolute discretion). The terms and conditions set out in Section 4 – “Terms and Conditions for Financial Transactions” shall apply to all Financial Transactions entered into by the Client.

6.2 The Margin requirements in respect of any of the Trading Facilities shall be determined by the Bank in its absolute discretion from time to time. The Bank may at any time and from time to time in its absolute discretion revise such Margin requirements without notice (whether oral or otherwise) to the Client and without any obligation to provide any reason thereof.

7 OVERDRAFT FACILITY

7.1 The Client may, subject to receiving the prior approval of the Bank where applicable, draw on the relevant Overdraft Account(s) in accordance with the terms of the Facility Documents. The Bank shall, at any time, have the right to refuse any drawing or utilisation from any Overdraft Account. Interest on all drawings shall be payable monthly at the end of the calendar month in arrears (unless otherwise provided in the relevant Confirmation Letter, Application for Facilities or notified by the Bank to the Client (whether in writing or otherwise)). All or any part of the drawings or utilisations together with any unpaid interest thereon and Costs (if any) are repayable, and shall be repaid in full by the Client immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment).

7.2 The Bank may, in its absolute discretion, allow any overdraft or increase of overdraft beyond any specified overdraft limit from time to time in respect of any Account (but without prejudice to the Bank’s right to refuse to allow any subsequent overdraft or increase of overdraft beyond any specified overdraft limit from time to time). Any such overdraft or increase of overdraft shall be deemed to be a drawing or utilisation under a Facility and the terms and conditions set out in this Section and the other Sections of the Terms and Conditions shall apply thereto, notwithstanding that the Client may not have executed the Application for Facilities or a Confirmation Letter.

8 ISSUE OF GUARANTEES

8.1 The Client may, subject to receiving the prior approval of the Bank (including prior approval of the Bank for the terms and conditions and the form and duration of the relevant Guarantee), request for the issue of a Guarantee by executing and delivering to the Bank, not later than three Bank Business Days (or such later date agreed to by the Bank) before the proposed date of issue of such Guarantee, such documents (including an application and any related undertaking to indemnify and reimburse the Bank in respect of the Bank’s obligations under such Guarantee) and any approvals and consents which the Bank may require in connection with such issue.

8.2 In consideration of the Bank issuing, at the Client’s request, Guarantees from time to time (whether as surety, principal debtor, primary obligor or otherwise), the Client hereby agrees that:

(a) each Guarantee issued under the Facilities shall be issued in such form, terms and conditions and/or covenants



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(including the governing law) as the Bank shall in its absolute discretion deem fit;

(b) the Bank need not check or verify the use or purpose of any Guarantee which the Client requests to be issued under the Facilities;

(c) if the Bank notifies the Client (whether in writing or otherwise) that a beneficiary or any other person entitled to receive payment under a Guarantee (the “Beneficiary”) has made a claim or demand on the Bank to pay any sum under that Guarantee, the Client shall forthwith on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) pay to the Bank all amounts payable by the Bank under or in connection with that Guarantee (whether or not the Bank has already paid such sum), notwithstanding that at the time of such claim or demand, the Bank is not liable or required by law to make any payment under or in connection with that Guarantee and notwithstanding any fact or circumstance which may constitute a defence or discharge to the Bank in respect of such claim or demand; and

(d) the Bank may at all times immediately pay, discharge and satisfy any amounts claimed or demanded by the Beneficiary under or in connection with any Guarantee without reference to or further authority from the Client and without any or further investigation or enquiry and notwithstanding that the Client disputes the validity of any such demand or payments (whether or not such dispute is disclosed or known to the Bank). The Bank need not concern itself with the propriety of any claim made or purported to be made under or in connection with any Guarantee and it shall not be a defence to any demand made by the Bank of the Client (whether such demand is made orally or otherwise) in relation to any Guarantee, nor shall any of the Client’s obligations hereunder be affected or impaired by the fact that the Bank was or might have been or be justified in refusing payment, in whole or in part, of any such amounts claimed or demanded.

8.3 The Client further undertakes to indemnify and hold harmless the Bank, its correspondents and agents, Affiliates and their respective directors, officers, employees and agents from and against any and all Loss sustained or incurred by any of the foregoing and arising out of, in connection with, or as a result of, any Guarantee, including any action for injunctive relief or other judicial or administrative relief or arbitration arising out of or in connection with any Guarantee.

8.4 Unless otherwise expressly agreed by the Bank in writing, and notwithstanding any automatic reduction clause in any Guarantee, the obligation of the Client to indemnify the Bank for the full amount of the Bank’s liability under any Guarantee shall not be reduced by reason of any partial performance of the contract between the Beneficiary of that Guarantee and the Client.

8.5 In the event that the Bank agrees to amend any Guarantee so as to: (a) extend the expiry of that Guarantee or the time within which claims may be presented under that Guarantee; (b) modify any other term of that Guarantee; or (c) increase the amount of that Guarantee, the obligations of the Client under the Facility Documents shall, notwithstanding any such amendment (however fundamental and of whatsoever nature), not be affected or impaired and be binding on the Client with regard to that Guarantee as so amended and to any action taken by the Bank or any of the Bank’s agents or correspondents pursuant to such amendment.

8.6 (a) The Bank is authorised to accept or, as the case may be, pay all drafts or documents purporting to be drawn or presented under any SBLC.

(b) The Client shall, as applicable, accept and pay, or accept upon presentation and pay at maturity, all documents presented or drafts drawn in accordance with the terms of any SBLC.

(c) The Bank may restrict negotiations under any SBLC to the Bank’s Affiliates and/or to any correspondent or agent of its choice and the Bank is authorised to accept and/or pay for the account of the Client all drafts purporting to be drawn upon the Bank, any of the Bank’s Affiliates or any correspondent or agent of the Bank (as the case may be) under such SBLC.

(d) In relation to the tender of documents under any SBLC, it shall be sufficient and proper compliance with the terms thereof if the documents purport to be in order and, taken as a whole, contain the description of the obligations as given in the SBLC and appear complete and regular on their face under general scrutiny and none of the Bank, its Affiliates and/or any correspondent and agent of the Bank shall be responsible for the genuineness, correctness or form of documents or any endorsement thereon or any misrepresentation therein as to any matter.

(e) The Client shall hold the Bank, its Affiliates and/or any correspondent and agent of the Bank free from any liability or responsibility for the consequences (which shall not, in any way, affect the rights of the Bank hereunder) arising from delay, interruption, mutilation, omission, loss or other error in transit, transmission or otherwise of any message, letter, document, draft or the proceeds thereof whether by mail, facsimile or otherwise, or any error in translation or interpretation of technical terms or arising from any ambiguity in Instructions from the Client and the Bank shall have the right to transmit the terms of any SBLC without translating them.



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(f ) The Client shall indemnify the Bank, its Affiliates and/or any correspondent and agent of the Bank in respect of any Loss howsoever arising from or in connection with any SBLC or the related documents, property or proceeds.

8.7 None of the Bank, its Affiliates and/or any correspondent and agent of the Bank shall be responsible for the following and none of the following shall, in any way, affect the rights of the Bank hereunder:

(a) the form, legal effect, correctness, validity, sufficiency or genuineness of documents even if such documents should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b) failure of any draft to bear any reference or adequate reference to the relevant SBLC, or failure of documents to accompany any draft at negotiation, or failure of any person to send documents apart from drafts as required by the terms of the SBLC or failure of any person to note the amount of any draft on the reverse of a SBLC or to surrender or take up a SBLC; and

(c) any consequences arising from causes beyond the reasonable control of the Bank.

8.8 No invalidity or unenforceability of all or any part of this Clause 8 shall affect any rights of indemnity or otherwise (whether from the Client or any other person) which the Bank could or may have in the absence of or in addition to this Clause 8. The indemnity in this Clause 8 shall continue until all the terms, covenants and conditions of the Facility Documents have been fully and completely performed by the Client or otherwise discharged and the Bank has been irrevocably and completely discharged from all its obligations under each of the Guarantees.

9 INTEREST AND SERVICE CHARGES

9.1 Interest shall be charged in respect of any Facility at such rate and calculated and compounded on such basis as the Bank may in its absolute discretion determine from time to time or, if applicable, at such rate as may be stipulated in the relevant Confirmation Letter or Facility Documents provided always that, notwithstanding the foregoing, the Bank shall be entitled at any time and from time to time (including after any drawings, utilisation or otherwise of the Facilities and/or in respect of any existing advance made under the Facilities) to vary the rate of interest (including default interest) in its absolute discretion. Notwithstanding anything to the contrary in or pursuant to the Terms and Conditions or in or pursuant to any Facility Document, if any reference rate for calculating and/or compounding interest chargeable in respect of any Facility is a negative value, such reference rate shall be deemed to be zero for as long as any such reference rate is in a negative value.

9.2 Guarantee commission shall not be refundable in respect of any period following the discharge, release or cancellation, for any reason whatsoever, of the relevant Guarantee.

9.3 The Bank shall be entitled to charge default interest at such rate as the Bank may determine in its absolute discretion from time to time above the interest rate then applicable to the relevant Facility, which default interest shall be calculated on a monthly compounded basis or at such rate or rates and calculated on such basis as the Bank may determine from time to time, on any monies (whether principal, interest, default interest, fees, charges, expenses, commissions or otherwise) not paid by the Client when due from the due date(s) until payment of such monies after as well as before judgment.

9.4 Interest (including default interest) shall continue to be charged, and the Bank shall be entitled to continue to capitalise interest in relation to outstanding amounts owed in respect of any Facility or on other monies (as applicable), notwithstanding the termination of any Account or Facility or the Client’s relationship with the Bank, until payment in full of all sums owing by the Client to the Bank after as well as before judgment.

9.5 Interest (including default interest) charged in respect of any Facility shall be calculated on the basis of the actual number of days elapsed in a 365-day year or a 360-day year as the Bank may specify in accordance with market convention.

9.6 A service charge may be charged by the Bank in respect of any Facility granted to the Client in such quantum or at such rate as the Bank may in its absolute discretion determine from time to time. The Bank reserves the right to charge for any excess drawings or utilisations above the stipulated limit (if any) at rates to be determined by the Bank in its absolute discretion.

10 PAYMENT PROVISIONS

10.1 The Client shall pay to the Bank on demand all fees, exchange expenses, interest, commissions, bankers’ charges, disbursements and all other expenses whatsoever due to or incurred by the Bank, the Bank’s Affiliates or any agent and/or correspondent of the Bank in relation to the issue of any Guarantee or in respect of the Account(s), Service(s),



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Facility(ies), Financial Transaction(s) or Transaction(s) provided, or effected on behalf of the Client, as the case may be, by the Bank and such other entities or any transaction related to such Guarantee, Account(s), Service(s), Facility(ies), Financial Transaction(s) or Transaction(s). In connection with the issue of any Guarantee, the provision of any Facility(ies) and/or Service(s) by the Bank or in connection with the Account(s), Financial Transaction(s) or Transaction(s) and/or any other transaction relating to the same, the Client shall pay to the Bank, on demand, any increased Costs resulting from the application of any law or regulation at any time applicable in connection with such Guarantee, Account(s), Service(s), Facility(ies), Financial Transaction(s) or Transaction(s).

10.2 All payments to be made to the Bank shall be made on the date it is due or, as the case may be, immediately on demand, in the currency in which the amount is outstanding and in immediately available and freely transferable funds to such account as the Bank may from time to time designate.

10.3 If any payment falls due on a day which is not a Bank Business Day, such payment shall be made on the next succeeding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly, provided that in the case of the payment of any Fixed Advance and/or the interest accruing thereon only, if such next succeeding Bank Business Day falls in another month of the year, such payment shall be made on the immediately preceding Bank Business Day and all calculations of interest, commission and fees shall be adjusted accordingly.

10.4 If any Facility is terminated under any provision of a Facility Document, any sum which is payable under that Facility on a date falling after the date of such termination shall be prepaid on the date of such termination and all calculations of interest, commission, expenses and fees shall be adjusted accordingly. The Client shall in every such case indemnify the Bank for any broken funding cost sustained or incurred by the Bank as a result of each such prepayment.

10.5 Without in any way prejudicing or reducing the Bank’s rights or the Client’s obligations under the Facility Documents, the Client hereby agrees that:

(a) all payments to the Bank shall be made in full without any set-off, deduction or withholding whatsoever. If the Client is required by law to make any deduction or withholding from any such sum on account of Taxes, the sum payable shall be increased by such amount as may be necessary so that after making such required deduction or withholding, the Bank receives, on the due date for payment of such sum, a net amount equal to the sum the Bank would have received had no such deduction or withholding been required to be made; and

(b) any amount received or recovered by the Bank in respect of any sum expressed to be due to it from the Client under any Facility Document in a currency other than the currency in which such sum is denominated (the “Contract Currency”), whether as a result of, or as a result of the enforcement thereof, a judgment or order of a court or tribunal of any jurisdiction, shall only constitute a discharge to the Client to the extent of the amount in the Contract Currency which the Bank is able, in accordance with its usual practice, to purchase with the amount so received or recovered in such other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that amount in the Contract Currency is less than the amount in the Contract Currency due to the Bank under the relevant Facility Document, the Client shall indemnify the Bank against any Loss (including the Costs of making any such purchase) which the Bank may incur or suffer.

10.6 Each of the indemnities in this Clause 10:

(a) constitutes a separate and independent obligation from the other obligations of the Client under any of the Facility Documents or otherwise and shall give rise to a separate and independent cause of action;

(b) shall apply irrespective of any indulgence granted by the Bank; and

(c) shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due hereunder or under any judgment or order.

11 APPLICATION OF MONIES

If any sum paid or recovered in respect of any part of the Total Liabilities is less than the Total Liabilities at such time, the Bank may apply that sum to expenses, interest, fees, commission, principal or any amount due in such proportions and order and generally in such manner as the Bank may, in its absolute discretion, think fit or may credit the sum or part thereof to a suspense account if the Bank thinks fit, and the Client or the payer shall have no right to make any appropriation.

12 REPRESENTATIONS AND WARRANTIES

In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility



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Document, the Client hereby represents and warrants to the Bank on behalf of itself and every other Security Party (as the case may be) at all times:

12.1 (where it is a corporation) it is a limited liability corporation, duly incorporated and validly existing under the laws of its country of incorporation and has the power to own its assets (including Assets) and carry on its business as it is being conducted and has all necessary power, capacity, authority, consents and approvals to enter into, perform and/or discharge its obligations under the Client Agreement, the Facility Documents and any other agreement with the Bank and the performance thereof and the obligations contained therein do not and will not:

(a) contravene any existing Applicable Laws or any judgment or order of a court or tribunal of any jurisdiction, or, decree or permit to which the Client and/or Security Party are/is subject; or

(b) conflict with or result in any breach of the terms or constitute any default under any agreement or other instrument to which the Client and/or Security Party is a party or is subject or by which any of the Client’s and/or Security Party’s assets (including Assets) are bound;

12.2 its obligations in each Facility Document are legal, valid, binding and enforceable and all acts, conditions and things (including the obtaining of all consents, licences, registrations or filings and the taking of all corporate action) required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations under, each Facility Document, make each Facility Document admissible in evidence in its country of incorporation and in Hong Kong, enable it to create the security under each Security Document to which it is a party and ensure that the relevant security has and will have the priority and ranking which it is expressed to have in the relevant Security Document, have been taken, obtained, fulfilled and done and are in full force and effect;

12.3 its execution and delivery of, and performance of the Transactions contemplated by, the Facility Documents do not and will not conflict with or constitute a default or exceed any limitation under any Applicable Laws, judgment, order, licence, concession, permit or consent applicable to it, any provision or any powers granted under its constitutive documents or any agreement or instrument binding upon it or any of its assets (including Assets), nor (except for any security created under any of the Security Documents) result in the existence of, or oblige it to create, any security over any of its assets (including Assets);

12.4 there are no charges, mortgages, pledges or liens in respect of any of its assets (including Assets) except those which have been previously disclosed to the Bank in writing prior to its entry into the Facility Documents or for which the prior written consent of the Bank has been obtained;

12.5 no litigation, arbitration or administrative proceedings of or before any court, tribunal, arbitral or administrative body or government agency has been commenced or threatened against or otherwise affecting it; and

12.6 no legal or other proceedings has been initiated or threatened and no meeting has been convened for the bankruptcy, winding-up, liquidation, termination of existence or reorganisation of, or for the appointment of a receiver, manager ( judicial or otherwise), trustee or similar officer of, it or in respect of any or all of its assets (including Assets).

13 UNDERTAKINGS

In addition to any other representations, warranties and/or undertakings in the Client Agreement and/or any Facility Document, the Client undertakes that, at all times it shall, and shall procure that every other Security Party shall:

13.1 conduct its business in accordance with all Applicable Laws binding upon it and its operations or assets (including Assets) and shall promptly pay all Taxes assessed against it or any of its assets (including Assets);

13.2 promptly provide the Bank with its financial statements (including its last audited balance sheet and profit and loss account) and all other information and documents as may reasonably be required by the Bank after any request by the Bank (whether such request is made orally or otherwise) for the same;

13.3 immediately notify the Bank in writing of any change in any information provided to the Bank in connection with any Facility;

13.4 promptly give notice to the Bank of the occurrence of any Event of Default or any event which may potentially constitute an Event of Default;

13.5 promptly, upon the request of the Bank (whether such request is made orally or otherwise), execute, acknowledge, deliver and register at the Client’s own expense all such additional documents and perform such other acts as shall be necessary or appropriate in connection with any Facility; and

13.6 comply, at the Client’s own cost, with all Applicable Laws relating to all Transactions contemplated under or in



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connection with the Facilities, whether in Hong Kong or in any other jurisdiction.

14 EVENTS OF DEFAULT

Without prejudice to any other rights of the Bank hereunder or otherwise at law, upon the occurrence of any Event of Default or Default, the Bank shall (but is not obliged to) immediately or at any time thereafter be entitled to exercise its rights and do any one or more acts in Clause 19.2 of Section 1 – “Terms and Conditions for Accounts” in any order as the Bank shall in its absolute discretion deem fit, without notice (whether oral or otherwise) to the Client, any Security Party and/or any other person, without providing any reasons for its actions to the Client, any Security Party and/or any other person, and without being obliged to grant, provide or extend such time to the Client, any Security Party and/or any other person, as may be necessary to implement any Mechanics of Payment (where applicable).

15 COSTS AND EXPENSES

Without prejudice to the generality of any other provision in the Client Agreement and the Facility Documents, any and all Costs incurred by the Bank and any Taxes arising in relation to any Facility granted or extended to the Client (whether or not such Facility is cancelled prior to drawing or utilisation thereof) and in preserving, protecting, exercising or enforcing any Collateral provided to secure any part of the Total Liabilities or any right, power or remedy of the Bank for the recovery of any sum due or owed by the Client to the Bank or by any other Security Party to the Bank shall be paid forthwith on demand to the Bank by the Client (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment) and until payment in full shall bear interest at such rate and on such basis as the Bank may in its absolute discretion, determine from time to time. In addition, where the Client is in default of payment of Taxes, duties, levies, charges or obligations whatsoever charged or falling due, or is in default of payment of any insurance premium, legal or inspection or valuation fees, out-of-pocket expenses or Costs of any kind whatsoever, the Bank may in its absolute discretion meet such expenses and shall be reimbursed by the Client in accordance with the preceding sentence.

16 GENERAL SECURITY

16.1 Without prejudice to any other provisions in the Client Agreement and the Facility Documents, where the Facilities are required to be secured by mortgage(s) or property(ies) or by debentures or other securities or by Surety Instruments, the Client agrees to execute, or to procure that the owner(s) of the property(ies) or the appropriate parties execute and deliver, the mortgage(s), debentures, securities and/or Surety Instruments and/or other Security Documents in form containing such terms, covenants and conditions as may be required by the Bank. If required by the Bank, the Client shall deliver legal opinions and supporting documents certifying the legality and enforceability of any such mortgage, debenture, security, Surety Instrument and/or Security Documents together with any necessary consents, registrations, licences, approvals or authorisations, in form and substance satisfactory to the Bank. The title of mortgages or property must be good and in order and the acceptability of any shares or marketable securities offered as security shall be determined by the Bank in its absolute discretion.

16.2 Any Collateral (including any Surety Instrument) taken by or given to the Bank shall continue to be held by the Bank and shall not be released or withdrawn until the Total Liabilities have been fully repaid to the satisfaction of the Bank and any expired Guarantees or any instruments whatsoever from time to time issued by the Bank for the Client’s account have been returned to the Bank for cancellation.

16.3 The Client shall, and, where applicable or if required by the Bank, shall procure that every other Security Party and/or any other person(s) does, provide upon demand (whether such demand is made orally or otherwise) such Collateral or additional Collateral in such form and value acceptable to the Bank from time to time and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such Collateral).

16.4 If the Collateral Value is considered by the Bank to be insufficient or falls below what the Bank considers to be adequate (as determined by the Bank in its absolute discretion), the Bank may (in its absolute discretion and without limitation to all its other rights and remedies) take such action as it deems fit, including:

(a) requiring the Client or, if applicable, the relevant Security Party and/or any other person(s) to immediately on demand (whether such demand is made orally or otherwise) provide the Bank with additional Collateral in such form and value acceptable to the Bank and subject to such terms and conditions as the Bank may stipulate (without the Bank being obliged to grant, provide or extend time to the Client, the Security Party and/or any other person(s) as may be necessary to implement any Mechanics of Payment (where applicable) and/or to provide the Bank with such additional Collateral);



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(b) requiring the Client to reduce or prepay all or part of the Total Liabilities immediately on demand (whether such demand is made orally or otherwise, and without the Bank being obliged to grant, provide or extend such time to the Client as may be necessary to implement any Mechanics of Payment); and/or

(c) immediately selling or realising any and/or all of the Collateral or any part thereof as the Bank deems fit without notice (whether oral or otherwise) to the Client, the relevant Security Party and/or any other person regardless of whether the Bank has made any demand under Clause 16.4(a) and/or Clause 16.4(b) of this Section or, in its absolute discretion, has granted, provided or extended time to the Client, the Security Party and/or any other person(s) to provide the Bank with additional Collateral and/or to reduce or prepay all or part of the Total Liabilities and such time granted, provided or extended has not expired. All expenses and charges incurred thereby (including those incurred as a result of the prepayment of all or any part of the Total Liabilities and those incurred in any currency conversions) shall be borne by the Client on a full indemnity basis.

16.5 The Client shall, and shall procure that any other Security Party shall, immediately upon demand by the Bank (whether such demand is made orally or otherwise) and at the Client’s expense (including the payment of Costs incurred by the Bank), provide, execute, do and perform all such further assurances, instruments, acts or things as the Bank shall from time to time require (including registering or procuring the registration of any Security Document with the appropriate authority) to create, perfect, protect or enforce the Bank’s security interest in the Collateral, Margin or any part thereof and the Bank’s title to the security thereby constituted or intended to be constituted by the Collateral and/or Margin, and to give effect to any of the rights conferred on the Bank thereunder, including any assignments and rights of subrogation.

16.6 The Bank’s determination under this Clause 16 (including determination of the Collateral Value) at any time shall be final, binding and conclusive on the Client. All Costs in relation to the valuation of any and all Collateral shall be borne by the Client. The Bank may determine at any time in its absolute discretion that the Collateral Value is zero, notwithstanding that the market value of such Collateral is otherwise.

17 TRANSFERS / LENDING OFFICES

17.1 The Client shall not assign or transfer any of its rights and obligations under the Facility Documents.

17.2 The Bank may at any time and without the need for the consent of the Client, assign or transfer any or all the Bank’s rights and obligations under the Facility Documents, or any instrument in connection therewith to any party and may deliver any or all Collateral to such party, who shall thereupon assume all obligations of the Bank, and become vested with all the powers and rights given to the Bank, under the Facility Documents or in the instrument(s) transferred, and the Bank shall thereafter be relieved and fully discharged from any liability or responsibility with respect thereto, but, for the avoidance of doubt, the Bank shall retain all rights and powers hereby given with respect to any and all instrument(s), rights or Collateral not so transferred.

17.3 The Bank may at any time and from time to time change the office from or through which any Facility is provided or made available or at which any transaction relating to a Facility is booked, recorded or affected, or through which it makes or receives payments or deliveries for the purpose of any Facility or Financial Transaction or Transaction.

17.4 The Client undertakes to execute (and shall procure that every other Security Party executes) all such instruments or documents and do all such acts or deeds (at the Client’s own cost) as may be required by the Bank in connection with any assignment, transfer or change referred to in Clauses 17.2 or 17.3 above.

18 GENERAL

18.1 All the rights, powers and remedies under the Client Agreement and the Facility Documents shall apply to all the Client’s past, present, future and contingent obligations and liabilities owed to the Bank, including those arising under successive transactions which shall either continue as existing obligations and liabilities, increase or decrease them at any time or from time to time or create new obligations or liabilities after any or all prior obligations and liabilities have been satisfied, and notwithstanding the incapacity, bankruptcy, winding-up, liquidation or any other event or proceeding affecting the Client.

18.2 Each of the rights, powers, and remedies conferred on the Bank by the Client Agreement and the Facility Documents shall be in addition to and not in derogation of all other rights, powers and remedies conferred on the Bank by virtue of any agreement, security, statute or rule of law or equity.

18.3 Time shall in all respects be of the essence in the performance of all of the Client’s obligations.

18.4 A certificate signed by any of the Bank’s officers as to any amount at any time payable by the Client to the Bank on any Account or in respect of any Facility or hereunder and any other certificate, determination, notification or opinion



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of the Bank shall be conclusive and binding on the Client and every other Security Party save for manifest errors.

19 WAIVER AND SEVERABILITY

No failure, omission or delay on the Bank’s part in exercising any right, power or remedy under the Facility Documents shall be construed as a waiver thereof or acquiescence therewith or impair such right, power or remedy or operate as a waiver, nor shall any single or partial exercise of the same preclude any further exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in the Facility Documents are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of any Facility Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of the remaining provisions of the Facility Documents shall not be affected or impaired thereby.



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MISCELLANEOUSSMISCELLANEOUS