CONVOY SECURITIES LIMITED CLIENT ACCOUNT AGREEMENT TERMS AND CONDITIONS

1.

Definitions and Interpretation

In this agreement, the following expressions shall, unless the context otherwise requires, have the following meanings:— Expression

Meaning

A Shares

Account

Account Opening Form Affiliates Agreement

Applicable Laws

Authority CSL Cash Account

Clearing House Client

Client Account Agreement Collaterals

Exchange Group Hong Kong Liabilities

Mainland China Margin Account

Margin Terms PRC Renminbi or RMB Securities SEHK SFC Securities and Futures Ordinance

Any securities issued by companies incorporated in the Mainland China which are listed and traded on the Mainland China A Share markets (Shanghai and Shenzhen) and not on the SEHK. The account or accounts opened and maintained from time to time by the Client with CSL pursuant to the Agreement for the use in connection with the purchase or sale of Securities, that deems to include or be treated as Cash Account or if the Margin Terms are applicable, the Margin Account The Account Opening Information Form as filled out and provided by the Client to CSL in relation to the operation of the Account and for ms par t of the Agreement which may be amended from time to time Any entity, directly or indirectly controlled by CSL or any entity directly or indirectly controls CSL, or any entity directly or indirectly under common control with CSL The terms and conditions between the Client and CSL as evidenced by the Client Account Agreement and the Account Opening Form incorporated therein, the terms and conditions herein, the Margin Terms (if applicable), the China Connect Terms (if applicable), all Appendices, related supplements, notices, agreements, or guidelines, or amendments and any other component documents thereto each as may be amended in writing from time to time All applicable laws, regulations, rules, trade customs, procedures, rulings and interpretation including but not limited to those of or imposed from time to time by the Exchange, regulatory body including SFC, or Clearing House The authority as mentioned in the Margin Terms and in the Letter of Authorization annexed to the Agreement Convoy Securities Limited (CE No. ABK353) and its permitted successors and assigns The Account, excluding any Margin Account, opened and maintained by the Client with CSL for the purpose of purchasing and selling Securities on the Exchange or other market by way of cash any clearing house providing clearing services for any securities traded through that Exchange including The Hong Kong Securities Clearing Company Limited any person or individual including his personal representatives, executors and administrators, (or in the case of a joint account, each of the account holders or the survivor thereof, as the case may be) or any body corporate who has opened and /or maintained the Account including its permitted successors and /or who has been identified in the Account Opening Information Form as Client the Client Account Agreement entered into by the Client with CSL and forming part of the Agreement, as amended from time to time deposits or margins in cash, stocks, shares, other securities or other assets provided by or through the Client which are now or hereafter held or controlled by or through CSL or its Affiliates/Group or which are in transit to or from or allocated to or are otherwise in the custody of CSL or its Affiliates/Group or which are carried in any of the Client’s accounts with CSL or its Affiliates/Group and all proceeds or distributions of the same The Stock Exchange of Hong Kong Limited and any other exchange or market or association of dealers in any part of the world on which securities are purchased and sold Any one or more of the subsidiaries and associated companies of Convoy Financial Holdings Limited The Hong Kong Special Administrative Region in the People’s Republic of China all money, obligations and indebtedness in any currency (together with any accrued interest) due,, owing or incurred by the Client (jointly if more than one) to CSL and /or the Affiliates/Group now or in the future, actual or contingent, primary or secondary, on Client’s own or jointly with any other person PRC excluding Hong Kong and Macau the Account which is allowed to conduct margin securities trading by way of credit facilities, opened or maintained by the Client with CSL for the purpose of purchasing or selling Securities on any Exchange or other market this margin terms as part of the Agreement, as amended from time to time the People’s Republic of China the lawful currency of the Mainland China as defined in Securities and Futures Ordinance The Stock Exchange of Hong Kong Limited the Hong Kong Securities and Futures Commission Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong)

Taxes

Transaction

2.

all retrospective, present or future taxes, duties, levies, imposts, charges, assessments, deductions, withholdings and related liabilities, including additions to tax, penalties and interest imposed on or in respect of (i) Securities or Cash, (ii) any Transaction effected or (iii) the Client any dealing, trading, purchase and sale in or regarding Securities in accordance with Client’s instructions which may be partially executed (including matters relating to dividend or income) and all other relevant and related business incidental thereto including but not limited to clearing

The Account

2.1 The Client confirms that the information provided in the Agreement is true, complete and correct. The Client shall inform CSL of any changes therein within 24 hours after occurrence of the any change(s) to the information. The Client agrees promptly to furnish such further information as CSL may from time to time require. 2.2 The Client hereby authorizes CSL to conduct credit enquiries on the Client and to contact anyone including, inter alia, bankers, brokers or any credit agency of the Client so as to verify the information provided herein. 2.3 CSL will keep information relating to the Client and the Account confidential except that CSL may provide any such information to the Exchange, the SFC, Clearing House, any other regulatory bodies or judicial or governmental body in any territories in order to comply with their requirements or requests for information under any Applicable Laws, which are, in the opinion of CSL, applicable to CSL and / or the Affiliates/Group or to any person under the order of a competent Court or under any Applicable Laws or to any person permitted by the Client under Clause 18.3 below. 2.4 CSL’s records shall, in the absence of manifest error, be conclusive and binding on the Client including, inter alia, the amount standing to the debit or credit of the Account. 2.5 Notwithstanding anything to the contrary contained herein, CSL shall have the right exercisable at CSL’s absolute discretion and at any time to close the Account without giving any reason therefor by terminating the Agreement in accordance with Clause 21 hereunder.

3.

Applicable Laws

3.1 The Account and any Transactions executed through the Account shall be subject to the Applicable Laws. All actions taken by CSL in relation to the Account in accordance with the Applicable Laws shall be binding on the Client.

4.

Transactions

4.1 For the avoidance of doubt, the Client may from time to time instruct CSL to effect Transactions in Securities for the Account, and CSL shall be entitled but not bound to act on such instructions. CSL shall not be obliged to accept any Client’s instructions (including orders and the exercise of any rights relating to any Securities) and is entitled, at CSL’s absolute discretion, to refuse to carry out any Client’s instructions and shall not be obliged to give any reasons for such refusal. 4.2 Unless CSL specifically indicates (in the combined statement for the relevant Transactions or otherwise) that CSL is acting as principal, CSL will act as the agent of the Client in effecting Transactions. 4.3 (a) The Client shall notify CSL clearly, at the time, when giving a sale order relates to Securities which the Client does not own i.e. short selling. If the Client wishes to place a short-selling order and instructs CSL to execute the same on SEHK, the Client must confirm in writing to CSL at the time of placing the order that the sale is a “covered short sale” or “short sale” and in respect of the said order: (i) the order is a short sale order and; (ii) the Client has presently exercisable and unconditional right to vest the Securities to which the order relates in the purchaser of such Securities and, (iii) to the extent that the Client has borrowed the Securities or obtained a confirmation from the lender that it has the Securities available to lend, the lender has the Securities available to lend or deliver to the Client. If the short sale is on other exchanges, the Client shall follow the corresponding applicable laws. The Client warrants that the Client will not place a short- selling order unless the Client gives CSL written confirmation in accordance with this paragraph; 4.3 (b) Save and except as provided in sub-paragraph (a) of this Clause 4.3 above, the giving of each sell order by the Client shall include a warranty by the Client the sale as “long” and the Securities sold are owned by the Client and, if such Securities are not in the possession of CSL or the Affiliates/Group, the placing of such order shall also include a warranty by the Client that the Client shall deliver such Securities to CSL on or before settlement date. Unless CSL actually receives written notice from the Client that a sale is “short ” or is a short sale, CSL is entitled to assume that the sale in question is “long” or not a short sale. As a result of the above, CSL is not required to ask the Client whether or not a sale is a short sale each time an instruction to sell is placed by the Client; 4.4 The Client acknowledges that CSL may, subject to the Applicable Laws, effect Transactions for the Client with or through Affiliate or agent of CSL. CSL and /or such Affiliate or agent of CSL may, subject to the Applicable Laws, has/have material interest in the Transactions effected for the Client, in particular, CSL and / or its Affiliate or agent may: (a)

effect Transactions with the Client as principal for CSL’s or such affiliate’s or agent’s own account;

(b) effect Transactions in Securities where CSL and / or such affiliate or agent has / have a position in the Securities or is /are involved with those Securities as underwriter, sponsor or otherwise; (c) match the orders of the Client with those of other clients; and CSL and / or such Affiliate or agent shall not be obliged to disclose for any profits or benefits received. 4.5 The Client agrees that in order to provide services to the Client or to carry out the instruction of the Clients, CSL may procure the Affiliates/Group or any third party (including but not limited to other brokers, whether in Hong Kong or other jurisdictions) to assist CSL to provide the Client the services or to carry out the instruction of the Client, on such terms as CSL may determine. Where CSL does, CSL has the absolute discretion to open or maintain any account in any type or nature with such Affiliates/Group or third party in any jurisdiction for such purpose. Any terms and conditions from the Affiliates/Group or the third party to provide the services or to carry out the instruction of the Client shall be binding on the Client. CSL is hereby authorized to disclose any information of the Client to such Affiliates/Group or any third party as CSL thinks fit for such purpose. CSL shall not be responsible for any actions or omission of such Affiliates/Group or third parties or other brokers or for any such terms and conditions, type or nature of such accounts, unless the same are solely due to the fraud, gross negligence or wilful default of CSL. 4.6 On all the Transactions, the Client shall pay CSL commissions and charges (within such period, and calculated at such rate, as CSL may from time to time determine) as notified to the Client, as well as applicable levies imposed by the Exchange, from time to time, and all applicable stamp duties, bank charges, transfer fees, interest and other expenses in respect of the Account or any Transactions. CSL is entitled to deduct such commissions, charges, levies duties, bank charges, transfer fees, interest and other expenses from the Account. 4.7 Unless otherwise agreed, in respect of each Transaction, unless CSL is already holding cash or Securities on the Client’s behalf to settle the Transaction, the Client shall:— (a)

pay CSL cleared funds or deliver to CSL Securities in deliverable form; or

(b)

otherwise ensure that CSL has received such funds or Securities,

by such time as CSL has notified the Client in relation to the settlement of that Transaction. 4.8 If the Client fails to perform the obligation set out in Clause 4.7(a) or (b) above, CSL may in CSL’s absolute discretion:— (a)

in the case of a purchase Transaction, sell the purchased Securities; and

(b)

in the case of a sale Transaction, borrow and /or purchase Securities in order to settle the relevant Transaction,

in each case, without any liability of CSL and CSL may in its absolute discretion elect to apply net proceeds of such sale (after deduction of all expenses incurred) against the Client’s Liabilities to CSL. 4.9 The Client shall be responsible to CSL for any losses and expenses resulting from the Client’s settlement failures and the Client shall fully indemnify CSL on demand against any losses, costs (including costs on SolicitorClient basis), fees and expenses that CSL may incur in connection with the enforcement by CSL against the Client’s failure to meet the Liabilities by the Client to CSL. 4.10 The Client agrees to pay interest on all overdue balances (including interest on a judgment debt against the Client) at such rates and on such other terms as CSL shall have notified the Client from time to time, provided such rates shall not exceed the maximum rate stipulated and notified the Client by CSL from time to time. 4.11 The Client understands and agrees that, for the parties’ mutual protection, CSL may electronically monitor or record any of the telephone conversations between the Client and CSL. Any such electronic and telephone records will remain the sole property of CSL. 4.12 The Client is not entitled to receive an amount of interest (if any) on cash balance in the Account although CSL may voluntarily give any interest on cash balance denominated in any currency in the Account at the rates (if any) determined by CSL from time to time in the discretion of CSL. Transactions involving securities product denominated in Renminbi currency (“Renminbi Securities Products”) and other Transactions 4.13 If the Client does not have sufficient Renminbi funding to subscribe or purchase Renminbi Securities Products or is required by CSL to convert credit balance in the Account into Renminbi currency for any subscription or purchase of Renminbi Securities Products, subject to the compliance with all applicable laws, rules and regulations, CSL may assist the Client or on Client’s behalf to convert the credit balance in other currencies in the Account into Renminbi currency. However, CSL will not guarantee the provision of sufficient Renminbi funding to the Client. If there is no sufficient Renminbi funding required for the relevant Transaction due to any factors inter alia limitation (if any) on the flow of Renminbi funds in Hong Kong, CSL may cancel or unwind the relevant Transaction and the Client’s investment may be adversely affected.

5.

Foreign Account Tax Compliance Act and Other Tax Legislation

5.1 The Client agrees that CSL or any of its associated companies or the third party service provider may undertake obligations ("tax requirements") from time to time, directly or indirectly, any tax and regulatory authorities in relation to local/foreign/international tax legislation, regulations, enforcement/compliance/tax information exchange agreements/treaties. 5.2 The Client will provide CSL with any information in CSL’s prescribed forms/ format including but not limited to written statements, certification, declaration and/or any tax form/certificate required by the relevant government/tax authorities (with required signatures), that CSL may request the Client from time to time. The Client will also ensure that any successor owner and/or payee under the Agreement will provide CSL with the above information on a timely basis and any subsequent changes or amendments. 5.3 The Client will notify CSL immediately in writing of any circumstances that could result in a change to the taxpayer status or change in any information (required under Tax Requirements) of the Client or its beneficial owner, including but not limited to any change of nationality or citizenship or residence or telephone number or address. 5.4 The Client agrees that it is reasonable and appropriate for CSL to collect the above information. The Client agrees to the transfer and sharing of the above information, together with any other information collected by CSL in respect of the Agreement, with other associated companies of CSL and also with the relevant government/tax authorities. The above process together with the related data processes may involve a transfer of information outside Hong Kong and may also involve the transfer of data through intermediaries, service providers, counter-parties or government bodies/authorities. If a payee or third party information is involved in any of the transfer, the Client agrees that the Client has obtained all necessary consent from him/her/it in providing the agreement under this Clause. The Client shall pay to CSL a fee to be notified by CSL in relation to the transfer and sharing of the above information with the relevant government/tax authorities due to the Client’s tax status. 5.5 In case the United States Inland Revenue Service ("US IRS") or FATCA requires, the Client hereby gives irrevocable consent to the Broker to report to the US IRS at any time the Client's identification details and the Account information (including but not limited to if applicable, name, address, the US tax identification numbers and the prescribed type of entity, the relevant Account balances, gross amounts of relevant interest incomes, dividend incomes and withdrawals etc. 5.6 Notwithstanding any other provisions, the Client shall not exercise any right under any applicable regulations that would prevent CSL from the collection or sharing of information as mentioned above or from meeting the tax requirements in relation to the Client or the Client’s heirs or successors in interest (or current/future payees under this Agreement). 5.7 The Client agrees that CSL has the sole and absolute discretion to or the third party service provider may withhold any payment due to the Client and to remit the withheld amount (the “Withholding Payment“) directly or indirectly to the taxation authority and/or relevant bodies under the applicable tax requirements or laws or in CSL’s absolute opinion, for the purpose of complying with the requests or requirements of any government bodies/authorities or taxation authority. To facilitate compliance with Tax Requirements , the Client agrees to inform CSL immediately in writing, if there is any change or amendment to the information supplied to CSL from time to time. 5.8 The Client agrees to accept all risks related to and associated with the Withholding Payment. In any event, the Client shall not claim against CSL or CSL’s Affiliates for any loss, damages, compensation, costs and expense as a result of or in relation to the Withholding Payment.

6.

Taxation

6.1 The Client shall be responsible for paying all Taxes, and the Client shall be required to comply with any filing or registration obligations, in each case as may be required under any Applicable Laws relating to any Securities and any dividends or entitlements in respect of such Securities. 6.2 The Client must provide to CSL, promptly on request, such information and documents as CSL may require to fulfill its obligations under applicable law or regulation in respect of any Tax or Tax-related matters, and where requested by CSL, the Client must provide to CSL or procure the provision to CSL of any such information or documents of the Client or any underlying beneficial owner on whose behalf and for whom the Client acts. 6.3 If any Taxes become payable with respect to any amount to be paid, or previously paid, to the Client by CSL, CSL may withhold or deduct the relevant amount from any amount due to the Client and the Client will remain liable for any shortfall. In addition, CSL shall be entitled in its absolute discretion, without further notice or demand to the Client, forthwith, to satisfy any obligation or potential obligation of CSL and its Affiliates or the Client to pay or account for any amounts in respect of any Taxes by selling, realising or otherwise dealing with, in such manner as CSL in its absolute discretion may determine, all or part of any property held by CSL or its Affiliates for any purpose in any of the Account and to apply the proceeds in reduction of all or part of the Client’s liability to any tax authority or CSL. 6.4 CSL shall have no responsibility to verify the accuracy of the information provided by the Client and is entitled to rely on such information to fulfill CSL’s obligations. 6.5 CSL shall have no liability whatsoever for the lack of any tax relief, or any failure to obtain the benefit of any tax credit, or any losses or risks which may result directly or indirectly from any actions taken by CSL or its Affiliates in connection with the foregoing.

6.6 The Client shall fully indemnify CSL against any loss, damages, costs (including costs on Solicitor-Client basis), disbursements, taxes and charges and liabilities that CSL, CSL’s directors, officers, employees and agents may incur or suffer as a direct or indirect result of or in connection with or arising from the tax status of the Clients in respect of the Account.

7.

Instructions

7.1 The Client authorizes CSL to rely on any instructions given to CSL by persons who are authorized by the Client and notified by the Client to CSL from time to time as well as by any persons who CSL reasonably believes to be acting with authority on the Client’s behalf. Such instructions shall be given in such form as the Client and CSL shall from time to time agree. The Client agrees that CSL is also authorized to act on any instructions which in the reasonable belief of CSL emanates from the Client and such instructions shall bind upon the Client. The Client shall fully indemnify CSL for all costs (including costs on solicitor-client basis), claims, losses, damages and expenses which CSL may incur as a result of its relying and /or acting on such instructions. 7.2 Instructions given by the Client or on the Client’s behalf to CSL shall be valid and effective only upon actual receipt of the same by CSL and upon actual actions taken by CSL pursuant thereto, unless CSL advises the Client otherwise. However, despite the above, the Client agrees that CSL has the absolute right to refuse to accept or take any actions for such instructions. CSL shall not be responsible for any loss which the Client may incur as a result of the orders not being executed due to reasons including, inter alia, breakdown or failure of transmission or communication or computer facilities. . 7.3 All instructions from the Client shall be irrevocable unless CSL expressly agrees otherwise. Instructions given by the Client or on the Client’s behalf must be sufficiently clear and precise and orders to purchase or sell Securities must include quantity of Securities and price involved. 7.4 If the instruction from the Client to purchase or sell Securities involves a particular sum of moneys, the Client must state clearly the quantity of Securities and the prices in such instruction. The Client must, independently and without reliance on CSL, make the Client’s own judgments and decision with respect to the quantity of Securities and prices involved. Any suggestion by CSL as to any the quantity of Securities or prices for the Client to enter into any Transactions shall be a mere suggestion or for reference only and shall not be relied on by the Client. The Client must rely on the Client’s own judgment as stipulated in Clause 14 below. CSL makes no representation, warranty or guarantee as to the accuracy or completeness of any such suggestion and CSL hereby disclaims any liabilities for making any such suggestion. CSL, CSL’s directors, officers, employees or agents shall not be responsible for any loss, damage, claim, liability, cost or expense, which the Client may directly or indirectly incur as a result of such suggestion if the same is found to be incomplete and /or incorrect. 7.5 If the Client’s instruction can not be fully executed for any reason including, inter alia, the situation that the purchase or sale of the quantity of Securities as specified in the Client’s instruction can not be effected in full, CSL may, unless otherwise instructed by the Client at the time the instruction is given, partially execute the instruction by for example, effecting the purchase or sale of any lesser number of securities as CSL may in CSL’s absolute discretion determine, and the Client shall be bound by any such Transactions. 7.6 CSL may, for the purpose of carrying out any instruction given by the Client, contract with or otherwise deal with or through (i) any other brokers for the execution and clearance of any purchase or sale of Securities on the Exchange and Clearing House, and (ii) the Affiliates/Group, who will in each case (subject to contrary agreement) act as the Client’s sub-agent, on such terms and conditions as CSL may in CSL’s discretion determine provided such dealing complies with the Applicable Laws and reference herein to Transactions or execution and /or clearing by CSL as the Client’s agent shall be construed accordingly. 7.7 CSL may aggregate the Client’s instructions/orders together with those of its own and /or, with those of the Affiliates/Group and /or with those of other clients. CSL will determine the priority of execution of Clients’ orders in accordance with Applicable Laws. 7.8 Neither CSL nor any of its directors, employees or agents shall be liable whatsoever (whether in contract, tort or otherwise) for any loss, damage, claim, liability, cost or expense suffered by the Client as a result of:— (a)

CSL acting or relying on any instruction given by the Client in good faith; or

(b) Any cause beyond CSL’s control, including (but not limited to) restrictions imposed by the Applicable Laws, closure of the Exchange (or any division thereof) breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action, riot, fire, explosion, stoppage of labour, strikes, any government actions or failure of the Exchange, Clearing House, brokers or any other person, firm or company whatsoever to perform its obligations thereby causing the failure on the part of CSL to perform its obligations herein; or (c) the Exchange, Clearing House, other brokers ceasing for any reason to recognize the existence or validity of any Transaction entered into by CSL, or failing to perform or closing out any such contract, provided that such cessation or failure shall not affect the Client’s obligations herein in respect of any such Transactions or other obligations or liabilities of the Client arising therefrom. 7.9 In addition and without prejudice to the generality of any other provisions in the Agreement, neither CSL nor CSL’s agent acting in good faith shall have any liability whatsoever (whether in contract, tort or otherwise) for any loss, damage, claim, liability, cost or expense suffered by the Client arising out of or alleged to arise out of or in connection

with any delay or alleged delay in acting or any failure to act on any instruction given by the Client to CSL except where such loss, damage, claim, liability, cost or expense as is incurred or suffered by the Client solely as a result of the fraud, gross negligence or willful default of CSL, and CSL is not otherwise in material breach of its obligations under the Agreement. In particular, the Client acknowledges that in using electronic media, time lags may occur in data processing and orders may not necessarily be executed at the price that had been indicated on the electronic media at the time of dealing. 7.10 The Client agrees that CSL may designate the manner in which the Client must send different types of communications (including changes in the Client’s contact information and trading instructions) to CSL and the addresses to be used for that purpose. CSL needs not to act upon any communications that are transmitted in a manner that is inconsistent with the said designated manner. CSL shall not be liable for any inaccuracy, interruption, error or delay or total failure in transmission or delivery by post, cable, telephone or other form of electronic communication or other cause beyond the control or anticipation of CSL save and except that such failure in communication is solely a result of the fraud, gross negligence or willful default of CSL. All notices and other communication sent by CSL to the Client or vice versa are to be sent at the Client’s risk. 7.11 The Client acknowledges consents and accepts that CSL or the Affiliates/Group or persons connected with CSL may have interests which directly or indirectly conflict with the Client’s interests, and may owe duties to other clients which would otherwise conflict with the duties owed by CSL to the Client. However, CSL is not under an obligation to disclose that CSL and the Affiliates/Group or a person connected with CSL may have an interest in a specific Transaction or that the circumstances of the Transactions are such that a conflict of interest/duty may exist. 7.12 Neither the relationship between the Client and CSL, nor services to be provided by CSL nor any recommendation or advice tendered to the Client, nor any other matter, shall give rise to any fiduciary or equitable duties on CSL’s part.

8.

Subscription/Acquisition of Securities in Public Offer

8.1

Authority to Apply for Securities in New Issues

The Client authorizes CSL, upon the Client’s Instruction, to apply (the “Application(s)”) through the Account for the subscription or purchase of Securities in a public offer or similar transactions involving Securities for which application has been made for listing on the Exchange (“New Issues”) in respect of a new listing and/or placing of Securities of companies listed on the Exchange as the Client’s agent and for the benefit of the Client or for the benefit of the ultimate beneficiary of the Client, whether singly or in conjunction with applications of other clients or Affiliates of CSL as a bulk application. All Applications (i) shall be subject to the terms and conditions of this Agreement and (ii) shall be conditional upon the Client having read, understood, executed and returned this Agreement and any other documents necessary for the Application to CSL. One or more Applications may be made by CSL or such nominee companies or agents as appointed from time to time by CSL. CSL shall be under no obligation to make any particular Application and, once made, CSL may, where possible, withdraw any Application made for the Account at any time. CSL is entitled, at CSL’s absolute discretion, to refuse to carry out, or continue to carry out or to withdraw any Application and shall not be obliged to give any reasons for such refusal. In accordance with the cur rent Hong Kong regulatory requirements for New Issues, CSL or such nominee companies or CSL’s agents, as the case may be, may be required, in respect of the Client and /or the Client’s application, to make certain undertakings, representations and warranties to any one or more of the following persons (together “Relevant Persons”):— (a)

The issuer of the Securities (the “Issuer”);

(b) Sponsors, underwriters, placing agents and other intermediaries involved in the New Issues (whether or not acting on behalf of the Issuer) (each an “Intermediary”); (c) The Exchange, SFC, Hong Kong Securities Clearing Company Limited, their agents, or other relevant regulators (each a “New Issue Regulator”); and (d)

any other relevant person.

CSL is authorized to enter into such undertakings, representations and warranties in reliance solely on similar under takings, representations and warranties being given by the Client to CSL. The Client acknowledges that the legal and regulatory requirements and market practice in relation to New Issues may be varied from time to time as may the requirements of a particular New Issues. To the extent that such variations may affect the Applications or the performance of the parties’ obligations herein, the Client (a) will provide such information and take such additional steps and make such additional representations, warranties and undertakings as CSL may require, and (b) authorizes CSL to make such disclosure and take such additional steps as may be necessary or, in CSL’s opinion desirable, from time to time in relation to such variations. 8.2

Undertakings, Representations and Warranties

8.2.1 The Client hereby undertakes and /or agrees that: (a) the Client will not request CSL to make an Application and the New Issue to which the Application relates unless all of the following under takings, representations and

warranties (“Representations and Warranties”) are true, complete and correct at the time of making such request; (b) upon making such a request, the Client will be deemed to give to CSL the Representations and Warranties; (c) the Representations and Warranties will continue to be true, complete and correct at all relevant times after such request is made; and (d) CSL will rely on the Representations and Warranties to give similar undertakings, representations and warranties to any Relevant Person for and on behalf of the Client. 8.2.2 The Representations and Warranties shall include: (a) the Client fully understands the prospectus, application forms and/or other relevant offering documents, and the Application is subject to the terms and conditions of such prospectus, application forms and/or relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of Securities of the New Issues) or, in the absence of any written offering documents, the Client fully understands the terms and conditions of the relevant subscription /purchase; (b)

the Client is acting as principal;

(c) the Application is solely or intended to be solely made for the Client in respect of the New Issue which may be made by the Client or by anyone applying as the Client’s agent or by any other persons acting for the benefit of the Client; (d) if the Client is an unlisted company which does not carry on any business other than dealing in securities, the Application by that Client for such New Issue will be intended to be made for the benefit of the person, who can exercise legal control over that Client; (e) the Client makes all the representations, warranties and declarations required to be made by an applicant for the Securities of the New Issues in the prospectus, application forms and/or other relevant offering documents or as required by the Relevant Persons, or legislation, rule or regulation to make, in the absence of any written offering documents, the Client makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription/purchase; (f ) the Client agrees to be bound by all applicable announcements made by any Relevant Person and all the applicable legislation, rules and regulations governing the New Issues; (g ) the Client is eligible to subscribe for or purchase the New Issues and will comply with or has complied with all the terms and conditions as stated in such prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, will comply with or has complied with the terms and conditions of the relevant subscription / purchase; (h) the Client is eligible to apply for the Securities in such New Issue and is not a person prohibited or restricted by any Relevant Person or any legislation, rule or regulation from applying for the Securities in such New Issue and the Application is not being made on behalf of such person; and (i) the Application is not being made for and on behalf of a person who is presently a beneficial owner of the shares of the Issuer or a director of the Issuer or any related person of such director of the Issuer or their respective associates save and except in the circumstances as permitted by the Rules Governing the Listing of Securities on SEHK. 8.2.3 In the event that CSL is asked to provide or, in its absolute discretion considers it necessary for its own protection to provide, to a Relevant Person any information which to the understanding of CSL may relate to the Client, the Client hereby authorizes CSL to disclose any such information as CSL sees fit. 8.3

Client’s Acknowledgements

The Client hereby acknowledges and agrees that:— (a) the Representations and Warranties will be relied upon by CSL in deciding whether or not to make, as agent for the Client, an Application in respect of a New Issue; (b) the Representations and Warranties will be relied upon by CSL and /or a Relevant Person in deciding whether or not to make any allotment of shares in respect of a New Issue in response to the Application made by CSL as agent for the Client; (c) any Application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client can exercise legal control shall be deemed to be an Application made for the benefit of the Client. 8.4

Settlement

8.4.1 Subject to the sub-clauses below, the Client will repay to CSL all amounts including interest accrued thereon, charges and costs owed by the Client to CSL which relate to the Application immediately upon demand. 8.4.2 CSL will in its absolute discretion debit the Account at such time as determined from time to time by CSL (“Cut- off Time”) in order to settle the amount required for the Application together with the handling charges, if any, relating thereto. The Client hereby agrees that CSL will charge interest on any outstanding balance in respect of the Application at the interest rate and for the period as specified by CSL or at the interest rate as specified in the

statement of the Account. 8.4.3 As security for amounts owed by the Client to CSL, the Client will either deposit no later than two hours before the Cut-off Time, or such time determined by CSL from time to time, such amount or such percentage of the total Application money to be determined by CSL from time to time or pledge with CSL at CSL’s option any credit balance and /or Securities standing on the Client’s account with CSL to the same extent. 8.4.4 The Client agrees that each Application will be made subject to the allotment in whole or in part or otherwise by the Issuer in accordance with the terms and conditions as stipulated in the prospect us/offering document and the application form relating thereto and that if such Application is successful in whole or in part, the Securities allotted will be:— (a)

registered in the name of such nominee companies appointed by CSL; and

(b) (without prejudice to this Agreement) pledged the same to CSL as security for repayment of any amount plus interest accrued thereon, charges and costs, if any, due to CSL which are incurred in connection with the Application; or as security for any other Liabilities the Client may have with CSL. 8.4.5 In the event that the Application is unsuccessful, any refund received in respect thereof may, for the avoidance of doubt, be applied by CSL to repay any Liabilities owed by the Client to CSL, including, without limitation, interest accrued, charges and costs, if any. 8.5

Indemnity

8.5.1 Without prejudice to any other clauses in this Agreement, the Client will fully indemnify CSL and keep CSL, the Affiliates/Groups, agents, nominees, directors and employees fully and effectively indemnified, on a continuing basis, on demand against any loss, damage, claim, liability, cost or expense arising out of or in connection with any breach by the Client of any of the Representations and Warranties (and other provisions herein) in respect of the Application which are made from time to time by CSL for on behalf of the Client. 8.5.2 CSL shall not be liable to the Client or to any other person for any loss, damage, claim, liability, cost or expense arising out of or in connection with the Application or any refusal to make or continue to make or any withdrawal of any Application by CSL as the case may be save where such loss, damage, claim, liability, cost or expense is solely incurred or suffered by the Client as a result of the fraud, gross negligence or wilful default of CSL. 8.6

Additional Disclosure

The Client consents and acknowledges that CSL and /or the Affiliates/Group may act as sponsor and /or underwriter or otherwise be interested in a New Issue. CSL and /or the Affiliates/Group may receive a commission or other remuneration in respect of a New Issue and may, in certain circumstances subject to applicable laws, rules and regulations, take steps to stabilize the price of Securities being the subject of the New Issue. Stabilization may affect the market price of such Securities and the Client further consents and acknowledges that CSL and /or the Affiliates/Group may profit as a result of such measures.

9.

China Connect Terms

9.1

Applicability

(a) The terms and conditions of this Clause 9 (“China Connect Terms”) shall apply if the Client requests or instructs CSL to deal with, trade, buy and/or sell (“Northbound Trading”) eligible stocks (“China Connect Securities”) listed on the Shanghai Stock Exchange (“SSE”) and traded under securities trading and clearing links programme (“China Connect”) between SSE and SEHK and subject to the rules, regulations and requirements (as promulgated and amended from time to time) of China Connect, SSE (“SSE Rules”), SEHK (“SEHK Rules”) and any rules of Exchanges or regulatory bodies (together “China Connect Rules”) and any Applicable Laws including laws of Mainland China and Hong Kong (“China Connect Laws”). Any service provided or to be provided by CSL in relation the China Connect Securities, China Connect or Northbound Trading is referred to as “China Connect Service”. (b) In respect of Northbound Trading, if there is any inconsistency between other terms and conditions contained herein and the China Connect Terms, the China Connect Terms shall prevail. 9.2

Laws

9.2.1 The Client shall agree, undertake and take full responsibility to comply with, and the Client’s instructions are subject to the China Connect Rules and China Connect Laws. 9.2.2 CSL will not, and does not intend to, advise you on any China Connect Rules or China Connect Laws. 9.3

Risks

9.3.1 The Client has been requested to read and the Client understands and agrees to the following risks (which is not exhaustive) associated with investing in China Connect Securities, including but not limited to: (a) the Client’s instructions to trade in China Connect Securities may not be accepted and that they may be liable to regulatory investigations and the relevant legal consequences if the Client is in breach of or fail to comply with the

SSE Rules and the laws and regulations referred to in the SEHK Rules; (b) the Client’s instructions are subject to quota controls (“Quota”) if any imposed from time to time. Under the China Connect Rules, the Client may be required to sell the China Connect Securities regardless of whether there is a breach of the provisions relating to Quota; (c) Northbound Trading will follow the trading and settlement procedures as required from time to time, which may be substantially different from that of other markets; (d) there shall be no over-the-counter, manual trade or block trade. Unless the SEHK otherwise determines, day (turnaround) trading is not be permitted on the Mainland China A Share market. Under the market practice in Mainland China and/or China Connect Rules, amendment of orders placed may not be possible; (e) the Client’s sell order may be rejected if the Client does not have sufficient available China Connect Securities in the Account. SEHK will apply pre-trade checking at CSL’s level to ensure there is no overselling by CSL; (f) the Client may be required to give up, return, forfeit or disgorge profits made from the Northbound Trading under certain circumstances including but not limited to “short swing profit rule”; (g) if the Client holds or controls shares of Mainland China incorporated company which is listed on a Mainland China stock exchange up to a certain threshold as may be specified from time to time by the relevant regulatory bodies of Mainland China, the Client must disclose such interest within the period specified by the relevant regulatory bodies, and the Client must not buy or sell any such shares within the period specified by the relevant regulatory bodies. The Client must also disclose any substantial change in the Client’s holding as required by the relevant regulatory bodies;; (h) China Securities Regulatory Commission (“CSRC”) stipulated that, when holding A shares through China Connect, Hong Kong and overseas investors are subject to the following shareholding restrictions (which may be amended from time to time) that (a) single foreign investors’ shareholding by the Client in an A share must not exceed 10% of the total issued shares; and (b) aggregate foreign investors’ shareholding by the Client in an A share must not exceed 30% of the total issued shares. Foreign investors mean investors who trade A shares through Qualified Foreign Institutional Investor (“QFII”), Renminbi QFII and China Connect. After implementation of China Connect, when aggregate foreign shareholding reaches 28%, SEHK will stop accepting further buy orders on that A share, until shareholding lowers to 26%. If the aggregate foreign shareholding exceeds 30% and the excess is due to China Connect, SEHK will identify the relevant exchange participant and it is required to unwind his position on the excessive shareholding according to a “last-in, first-out” basis within a specified period. Investors should accordingly comply with the 10% single foreign investor’s restriction and forced-sale arrangement; (i) When a stock is recalled from the scope of eligible stocks for China Connect or cease to be eligible China Connect Securities, the Client may be able only to sell, but not to buy such stock; (j) Only limit orders with a specified price are allowed pursuant to China Connect Rules and China Connect Laws, whereby buy orders may be executed at or lower than the specified price and sell orders may be executed at or higher than the specified price. Market orders will not be accepted; (k)

Hong Kong client securities rules will not be applicable to Northbound Trading;

(l) Trading in China Connect Securities does not enjoy the protection afforded by the Investor Compensation Fund established under the Hong Kong Securities and Futures Ordinance. Accordingly, unlike the trading of SEHK-listed securities, the Client will not be covered by the Investor Compensation Fund in respect of any loss the Client may sustain by reason of a default by any licensed or registered person licensed by Securities and Futures Commission; (m) the risks in relation to Mainland China, Renminbi currency exchanges and Renminbi Securities products are applicable in Northbound Trading. 9.4

ACKNOWLEDGMENT AND AGREEMENT

9.4.1 The Client acknowledges and agrees that: (a) the SEHK has the power not to extend the China Connect Service to CSL and the power to require CSL not to accept instructions from the Client, if it is found that CSL or the Client (as the case may be) has or may have committed any abnormal trading conduct set out in or fail to comply with the SSE Rules and the laws and regulations referred to in the SEHK Rules; (b) if the SSE Rules are breached, or if the disclosure and other obligations referred to in the SSE Listing Rules or the SSE Rules is/are breached, SSE has the power to carry out an investigations, and may, through the SEHK or the SEHK Subsidiary, require CSL to provide relevant information and materials (including the information and personal data of the Client and other persons referred to in SEHK Rule) and to assist in its investigation; (c) where there is a serious breach of the SSE Rules, SSE may request the SEHK to take appropriate regulatory actions or commence disciplinary proceedings against CSL, or request the SEHK to require CSL to issue warning statements (verbally or in writing) to the Client, and not to extend the China Connect Service to CSL or to the Client; (d) the SEHK may (for the purpose of assisting SSE in its regulatory surveillance of the SSE market and enforcement of the SSE Rules and as part of the regulatory cooperation arrangement between the SEHK, the SEHK Subsidiary and SSE), at the request of SSE, require CSL to provide information concerning the client and other

persons referred to in the SEHK Rules with respect to any orders input or trades made or entered into by CSL on the Client’s behalf; (e) for the above purposes, CSL shall authorize SEHK (whether directly or through the SEHK Subsidiary) to disclose, transfer and provide information and personal data concerning the Client and other persons referred to in the SEHK Rule to SSE upon request and the Client hereby consents that the relevant information and personal data may be disclosed, transferred and provided in compliance with applicable laws including the Personal Data (Privacy) Ordinance. In addition, the Client undertakes to execute further documents and provide any materials and/or information as CSL may reasonably request to enable CSL to perform its duties and obligations under China Connect Terms which it deems necessary as and when the China Connect Rules are amended or supplemented from time to time; (f) SSE shall not be responsible or held liable for any loss or damage suffered directly or indirectly by CSL, the Client or any third parties arising from or in connection with SSE making, amending or enforcing the SSE Rules, or any action taken by it in the discharge of its supervisory or regulatory obligations or functions including any action taken to deal with abnormal trading conduct or activities; (g) the Client has read, understood and been aware of the restrictions, requirements and conditions applicable to the margin trading (“Margin Trading”) of China Connect Securities including but not limited to the China Connect Rules and China Connect Laws. In particular, the Client has been informed that CSL may conduct Margin Trading only in respect of China Connect Securities that are within the list of eligible SSE Securities for Margin Trading; (h) the Client has read, understood and been aware of the restrictions, requirements and conditions applicable to the stock borrowing and lending of China Connect Securities including but not limited to the China Connect Rules and China Connect Laws; (i) the Client has read, understood and been aware of the restrictions, requirements and conditions applicable to short selling of China Connect Securities under the China Connect Rules and China Connect Laws; and (j) the Client represents and undertakes to CSL on a continuing basis that the Client is eligible and lawful to be involved in Northbound Trading and the Client’s investment in China Connect Securities is permitted and allowed under any China Connect Rules and China Connect Laws. 9.5

Sale, Transfer and Disgorgement

9.5.1 Where, under the China Connect Rules, CSL receive notice (a “Forced-sale Notice”) from any regulatory body in Mainland China or Hong Kong requiring CSL to sell any China Connect Securities, CSL is authorized in CSL’s discretion to do all things in order to comply with the Forced-sale Notice including but not limited to sell or liquidate on behalf of the Client any China Connected Securities of the Client. 9.5.2 If CSL receives notice from any regulatory body in Mainland China or Hong Kong requiring the Client to disgorge any profits as a result of the “short swing profit rule” or otherwise, CSL is authorized in CSL’s discretion to comply with such notice including but not limited to sell or arrange for the sale of any China Connect Securities on behalf of the Client. 9.5.3 CSL is authorized in CSL’s discretion to sell, transfer or carry out any other action in relation to China Connect securities if CSL is instructed to do so by any regulatory body in Mainland China or Hong Kong or if we otherwise determine in CSL’s discretion that it is necessary or desirable to do so in order to comply with any China Connect Rules or China Connect Laws. 9.5.4 Neither CSL nor any director, officer, employee or agent of CSL shall have any liability or responsibility which may result directly or indirectly from any actions taken by them contemplated herein except in the case of fraud, gross negligence and willful default by CSL. 9.6

Custody

9.6.1 China Connect Securities may be held in the name of the Client, a nominee company, a Clearing House, a sub-custodian or CSL. 9.7

Indemnity

The Client shall fully indemnify CSL and its Affiliates, directors, officers, employees and agents for any losses, costs (including costs on a solicitor-client basis), damages, claim, liability or expenses arising out of or connected with any China Connect Service or any services related to Northbound Trading including but not limited to any taxes resulting from any trading or holding of China Connect Securities.

10.

Investor Compensation Fund

10.1 In the event that CSL commits a default as defined in the Securities and Futures Ordinance and the Client thereby suffers a pecuniary loss, the Client understands that the Client’s right to claim under the Investor Compensation Fund established under the Securities and Futures Ordinance shall be restricted to the extent provided for therein. 10.2

For Transactions which are effected in an exchange other than SEHK, the Client acknowledges and accepts

that any right to compensation in the event of any default on the part of CSL will be subject to the rules and the laws of the jurisdiction of the relevant exchange.

11.

Taking security over Securities and other property

11.1 The Client understands and agrees that any and all Securities in respect of any Transactions in which the Client has any interest which is held for the Account and all cash, Securities and other property at any time held by CSL or its Affiliates or the Group for and on behalf of the Client shall be held by CSL as a continuing security for the payment and /or for the discharge of the Client’s Liabilities to CSL arising from the Transactions and /or from the business of dealing in Securities. 11.2 (a) such security mentioned in Clause 11.1 above shall include all dividends or interest paid or payable after the date hereof on the Securities and all stocks, shares, option, rights (and the dividends or interest thereon) in respect of the Securities; (b) upon default by the Client of any of the Client’s Liabilities to CSL or any other default by the Client under the Agreement, CSL shall have the right, acting in good faith but without notice to the Client, to sell the whole or any part of the Securities on such terms as CSL shall think fit and to apply the net proceeds of such sale and any monies under the custody of CSL for the time being in or towards the discharge of the Client’s Liabilities to CSL; and (c) such security shall not affect or be affected by any lien, right of set-off or other securities which CSL may hold at any time for the Client’s Liabilities to CSL. 11.3 The Client warrants that the Client is the absolute beneficial owner of the cash, Securities and other property as mentioned in Clause 11.1 which are free from all liens, charges and other encumbrances or restriction on transfer except as set out herein.

12.

Payment on demand

12.1 Notwithstanding any other provisions of this Agreement, the Client shall pay all the Client’s Liabilities to CSL on demand or earlier when due and at CSL’s request shall deposit such cash, securities or otherwise and maintain such security with CSL as CSL may deem satisfactory. The Client shall at CSL’s request from time to time deposit (at CSL’s absolute discretion) sufficient cleared funds in the Account before carrying out any of the Transactions. 12.2 Each payment by the Client shall be made in full in immediately available funds, free and clear of and without deduction for any present or future taxes, levies, imposts or other withholdings. Payment shall be made in such currencies as CSL may nominate and determine from time to time taking into account the currency of the Transaction. 12.3 In the event that the Client enters into any Transactions that are effected in a currency other than Hong Kong dollars, any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be for the Client’s account and risk. Unless the Client otherwise instructs CSL in writing, CSL needs not to convert payment for or proceeds of settlement from one currency to another except for settlement. In connection with a Transaction or any payment, combination, set-off or transfer under this Agreement, CSL or the Affiliates/Group or its agent may be required to buy or sell foreign currency (spot or forward). 12.4 For the purpose of settlement, clearing or receiving any monies such as dividend on behalf of the Client, CSL has sole and absolute discretion to nominate or determine a settlement currency from time to time for any Transaction involving inter alia any Securities denominated in currency other than Hong Kong dollar. In this case, proceeds of settlement or monies denominated in currencies other than the nominated settlement currency received by CSL on behalf of the Client may be converted into the nominated settlement currency. In connection with the above, CSL or the Affiliates/Group or its agent may be required to buy or sell foreign currency (spot or forward). 12.5 In the event that (i) the Client requests CSL to; or (ii) CSL or the Affiliates/Group or its agent is required to, buy or sell foreign currency (spot or for ward), the exchange rate that shall apply is the exchange rate determined by CSL or the Affiliates/Group or its agent (or any other company being a financial institution licensed or authorized by a relevant monetary authority as CSL may elect) on the basis of prevailing market in CSL’s discretion, unless otherwise agreed. In any case, CSL or the Affiliates/Group or its agent may act as a principal to buy or sell other currency from or for Hong Kong dollars.

13.

Safekeeping of Securities

13.1

Any Securities which are held by CSL for safekeeping may, at CSL’s discretion:—

(a) or

(in the case of registerable Securities) be registered in the name of the Client or in the name of CSL’s nominee;

(b) be deposited in safe custody in a designated account with the banks of CSL or with any other institution which provides facilities for the safe custody of documents. In the case of Securities listed or traded on a recognized stock market and received or held in Hong Kong, such institution will be: (i) an authorized financial institution (as defined in the Securities and Futures Ordinance); (ii) an approved custodian (as defined in the Securities and Futures

Ordinance); or (iii) another intermediary licensed under the Securities and Futures Ordinance to deal in Securities. 13.2 Where Securities are not registered in the name of the Client, any dividends or other benefits arising in respect of such Securities shall, when received by CSL, be credited to the Account or paid or transfer to the Client, as agreed with CSL. Where the Securities form part of a larger holding of identical Securities held for CSL’s clients, the Client shall be entitled to the same share of the benefits arising on the holding as the Client’s share to the total holding, and the Client accepts that, in the absence of manifest error, a written confirmation signed by any of CSL’s duly authorized officers stating such share of the benefits shall be binding and conclusive on the Client. 13.3 The Client is responsible for providing instructions with respect to the exercise of rights and performances of all actions which may be exercisable in relation to the Securities held by CSL for safekeeping, including without limitation on the right to vote, tender, exchange, endorse, transfer, or deliver any investments in the Account to participate in or consent to any class action, distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such investments. In the absence of written instructions from the Client, CSL will refrain from exercising such rights or performing such actions. 13.4 CSL shall have no obligation whatsoever to collect or receive or take any other action (including attending or authorizing the Client or any other person to attend any general meeting and/or exercising any voting rights) in any markets in relation to any payment, distribution or other matters in respect of Securities for the Account or to notify the Client of the existence of or the terms of any notice, circular, report, announcement or similar corporate action in respect of Securities. The Client acknowledges that in certain circumstances, including, without limitation, as a result of any Applicable Laws or market practice or in accordance with the sole opinion of CSL, it may be difficult, impracticable or impermissible for Clearing House or its nominee (and for CSL or the Client) to exercise any rights or entitlements or to participate in any actions, transactions or other matters in respect of Securities. CSL is entitled in CSL’s discretion to refuse to accept any Client’s instruction in relation to the above matters. Even if CSL makes any such collection or receipt, takes any such action or give the Client any such notification or take any action pursuant to any such notification, CSL shall not have. (a)

any liability in respect of any inaccuracies or delays; and

(b)

any obligation to continue or repeat any such action.

13.5 CSL may deposit Securities with any sub-custodian or with any clearing system of or any Clearing House as required by law, regulation or market practice, and are not responsible for performance by or monitoring of any sub-custodian, by any clearing system of or any Clearing House or its practices. In addition, CSL shall not be liable for any act or omission by, or the insolvency of, any clearing system or Clearing House. 13.6 The Client shall be solely responsible for all filings, tax returns and reports of any transaction in respect of or relating to Securities, as may be required by any relevant authority, whether government or otherwise. 13.7 Where corporate events (such as partial redemptions) which affect some but not all the Securities held in a pooled account for clients of CSL, CSL shall allocate the consequences of such events to particular clients in such fair and equitable manner as CSL considers appropriate (including without limitation pro rata allocation or impartial lottery). Where the dividend is distributed either in the form of cash dividend or other form, CSL is authorized (but has no obligation) to elect and receive any one of the above on behalf of the Client in the absence of contrary prior written instructions to CSL. 13.8 Unless otherwise expressly instructed, nothing in this Agreement shall in any way impose on CSL any duty or responsibility to inform the Client or to take any action with respect to the exercise of rights and performances of all actions which may be exercisable by the Client in relation to any Securities held by CSL for safekeeping. 13.9 Securities held by CSL for safekeeping shall be at the Client’s sole risk and CSL shall not be responsible for or liable in respect of any loss, damage, claim, liability, cost or expense suffered by the Client in connection hereof unless such loss, damage, claim, liability, cost or expense has been caused solely as a direct consequence of fraud, gross negligence or willful defraud by CSL. 13.10 The Client hereby agrees that the Securities held by CSL for safekeeping shall be subject to CSL’s interest over the securities of the Client as described in Clause 8 of the Client Account Agreement and may be subject to a lien in favor of any nominee or agent in respect of charges relating to the administration and safekeeping thereof.

14.

Own judgment

14.1 The Client agrees that the Client shall exercise the Client’s own independent judgments and decisions with respect to each Transaction and shall not rely on CSL for, inter alia, any information, observations, suggestions, comments, statements or recommendations to form such judgments or decision. 14.2 The Client acknowledges and agrees that: (i) CSL does not advise on the merits of particular Transactions and makes no representation, warranty or guarantee as to the accuracy or completeness of any market or other information, observations, suggestions, comments, statements or trading recommendation which may be given to the Client either orally or in writing, and CSL shall have no obligation to provide any ongoing information; (ii) any market or other information, observations, comments, statements and recommendations communicated to the Client by CSL does not constitute representation or advice by CSL to the Client; (iii) such information, observations, comments, statements, suggestion or recommendations may be inaccurate or incomplete, may not have been verified and may be changed without notice to the Client and may be inconsistent with proprietary investments or other

recommendations of the Affiliates/Group or CSL’s agents; (iv) the Client has not relied on any information, observations, comments, statements, suggestion and recommendations given to the Client by CSL; (v) the Client is solely responsible for making the decision whether to effect any Transactions, including the timing, quantity and price of such Transactions. CSL shall be under no liability whatsoever in respect of any information, observations, comments, statements, suggestion and recommendations rendered by any of CSL’s directors, officers, employees or agents irrespective of whether or not such information, observations, comments, statements, suggestion and recommendations were given at the Client’s request.

15.

Material changes

15.1 CSL shall notify the Client of material changes in respect of CSL’s business which may affect the services CSL provides to the Client.

16.

Client identity undertaking

16.1 Without affecting any other provisions of this Agreement, in connection with any lawful request for information made to CSL by any regulator in Hong Kong including but not limited to the SFC, SEHK, the Hong Kong Futures Exchange (the “Regulators”) in respect of any Transactions relating to any of the Accounts or any other accounts maintained with the Affiliate/Group. (a) the Client shall, within 2 business days, upon request by CSL provide the Regulators with such information as may be required by it including but not limited to the identity, address, occupation, contact details and other identification particulars of (i) the party on whose account the Transaction was effected (so far as known to the Client); (ii) the person who has the ultimate beneficial interest in the Transaction; and (iii) any third party who originated the Transaction; (b) if the Client effects the Transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, within 2 business days, upon request by CSL, inform the Regulators of the identity, address and contact details of the scheme, account or trust and, if applicable, the identity, address, occupation and contact details of the person who has, on behalf of the scheme, account or trust, instructed the Client to effect the transaction and the Client shall inform CSL within 24 hours after the Client’s discretion to invest on behalf of any scheme, trust or account has been over ridden. In such event, the Client shall also inform the Regulators within 2 business days upon request of the identity, address, occupation and contact details of the person(s) who has or have given the instruction in relation to the Transaction; and (c) if the Client is aware that the Client’s customer is acting as intermediary for its underlying customer(s), and the Client does not know the identity, address, occupation and contact details of the underlying customer for whom the Transaction was effected, the Client confirms that:— (i) The Client has arrangements in place with the Client’s customer which entitle the Client to obtain the information set out in paragraphs (a) and /or (b) above from the Client’s customer immediately upon request or procure that it be so obtained; and (ii) The Client shall, upon request from CSL in relation to a Transaction under the Account, promptly request the information set out in paragraphs (a) and /or (b) above from the Client’s customer on whose instructions the transaction was effected such that the information is provided to the Regulators within 2 business days from the date of the request. 16.2 The Client confirms that neither the Client nor the Client’s customers are subject to any law which prohibits the performance by the Client of Clauses 16.1(a) and (b) or, if the Client or the Client’s customers are subject to such law, that the Client or the Client’s customers, as may be the case, have waived the benefit of such law or consented in writing to the performance by the Client of these paragraphs. 16.3 Clauses 16.1(a), (b) and (c) shall continue in effect notwithstanding the termination of the Account or the Agreement. The term, “business day”, for the purpose of Clauses 16.1(a), (b) and (c) shall mean a day on which the banks are open for business in Hong Kong. 17.

Risk Disclosure Statements

Risk Disclosure Statements - Securities 17.1

Risk of Securities Trading

The prices of Securities fluctuate, sometimes dramatically. The price of a security may move up or down and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling securities. 17.2

Risk of Trading Growth Enterprise Market Stocks

Growth Enterprise Market (“GEM”) stocks involve a high investment risk. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. GEM stocks may be very

volatile and illiquid. The Client should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Current information on GEM stocks may only be found on the internet website operated by SEHK. GEM companies are usually not required to issue paid announcements in gazetted newspapers. The Client should seek independent professional advice if the Client is uncertain of or has not understood any aspect of this risk disclosure statement or the nature and risks involved in trading of GEM stocks. 17.3

Risk of Client Assets Received or held outside Hong Kong

Client assets received or held by the licensed or registered person outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the Securities and Futures Ordinance and rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on the Client’s assets received or held in Hong Kong. 17.4

Risk of providing authority to hold mail or to direct mail to third parties

If the Client provides CSL with an authority to hold mail or to direct mail to third parties, it is important for the Client to promptly collect in person all contract notes and statements of the Client’s account and review them in details to ensure that any anomalies or mistakes can be detected in a timely fashion. 17.5

Risk of Trading Nasdaq-Amex Securities at the SEHK

The securities under the Nasdaq-Amex Pilot Program (“the PP”) are aimed at sophisticated investors. The Client should consult the Client’s dealer and become familiarized with the PP before trading in the PP securities. The Client should be aware that the PP securities are not regulated as a primary or secondary listing on the Main Board or GEM of SEHK. Risk Disclosure Statements – Renminbi Currency/ Exchange Traded Funds / Listed Derivative Warrants /Callable Bull / Bear Contract (CBBC) / Derivative-related Unit Trusts / Listed Structured Products / Bonds 17.6

Renminbi Currency

Renminbi is subject to exchange rate risk and is currently not freely convertible. Provision of Renminbi conversion and other services through and/or by CSL in Hong Kong is subject to the relevant regulatory and other policy requirements and restrictions as may be changed from time to time. The Transaction of buying and selling Securities involving Renminbi currency may be subject to multiple currency conversion costs, as well as the Renminbi exchange rate fluctuations and bid/offer spreads when assets are sold to meet redemption requests and other capital requirements (including e.g. settling operating expenses). The Mainland China government regulates the conversion between Renminbi and other currencies. If the restrictions on Renminbi convertibility and the limitations on the flow of Renminbi funds between Mainland China and Hong Kong still exist and become more stringent, the depth of the Renminbi market in Hong Kong may become further limited. The value of the Renminbi against the Hong Kong dollar and other foreign currencies is affected by a number of facts inter alia any changes in the Mainland China and international political and economic conditions and therefore fluctuates. In addition, the value of the Renminbi Securities Products in Hong Kong dollar terms may decline if the value of Renminbi depreciates against the Hong Kong dollar. 17.7

Exchange Traded Funds (ETFs)

Market risk - ETFs are typically designed to track the performance of certain indices, market sectors, or groups of assets such as stocks, bonds, or commodities. ETF managers may use different strategies to achieve this goal, but in general they do not have the discretion to take defensive positions in declining markets. Investors must be prepared to bear the risk of loss and volatility associated with the underlying index/assets. Tracking errors - Tracking errors refer to the disparity in performance between an ETF and its underlying index/assets. Tracking errors can arise due to factors such as the impact of transaction fees and expenses incurred to the ETF, changes in composition of the underlying index/assets, and the ETF manager’s replication strategy. (The common replication strategies include full replication/representative sampling and synthetic replication which are discussed in more detail below.) Trading at discount or premium - An ETF may be traded at a discount or premium to its Net Asset Value (NAV). This price discrepancy is caused by supply and demand factors, and may be particularly likely to emerge during periods of high market volatility and uncertainty. This phenomenon may also be observed for ETFs tracking specific markets to sectors that are subject to direct investment restrictions. Foreign exchange risk - Investors trading ETFs with underlying assets not denominated in Hong Kong dollars are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the ETF price.

Liquidity risk - Securities Market Makers (SMMs) are Exchange Participants that provide liquidity to facilitate trading in ETFs. Although most ETFs are supported by one or more SMMs, there is no assurance that active trading will be maintained. In the event that the SMMs default or cease to fulfill their role, investors may not be able to buy or sell the product. Counterparty risk involved in ETFs with different replication strategies (a)

Full replication and representative sampling strategies

An ETF using a full replication strategy generally aims to invest in all constituent stocks/assets in the same weightings as its benchmark. ETFs adopting a representative sampling strategy will invest in some, but not all of the relevant constituent stocks/assets. For ETFs that invest directly in the underlying assets rather than through synthetic instruments issued by third parties, counterparty risk tends to be less of concern. (b)

Synthetic replication strategies

ETFs utilizing a synthetic replication strategy use swaps or other derivative instruments to gain exposure to a benchmark. Currently, synthetic replication ETFs can be further categorized into two forms : i. Swap-based ETFs Total return swaps allow ETF managers to replicate the benchmark performance of ETFs without purchasing the underlying assets. Swap-based ETFs are exposed to counterparty risk of the swap dealers and may suffer losses if such dealers default or fail to honor their contractual commitments. ii. Derivative embedded ETFs ETF managers may also use other derivative instruments to synthetically replicate the economic benefit of the relevant benchmark. The derivative instruments may be issued by one or multiple issuers. Derivative embedded ETFs are subject to counterparty risk of the derivative instruments’ issuers and may suffer losses if such issuers default or fail to honor their contractual commitments. Even where collateral is obtained by an ETF, it is subject to the collateral provider fulfilling its obligations. There is a further risk that when the right against the collateral is exercised, the market value of the collateral could be substantially less than the amount secured resulting in significant loss to the ETF. 17.8

Listed Derivative Warrants

Issuer risk - Listed derivative warrant holders are unsecured creditors of the issuer and they have no preferential claim to any assets an issuer may hold. Gearing risk - Although listed derivative warrants often cost less than the price of the underlying assets, a listed derivative warrant may change in value to a much greater extent than the underlying assets. Although potential return on listed derivative warrants may be higher than that on the underlying assets, it should be noted that in the worst case the value of listed derivative warrants may fall to zero and holders may lose their entire investment amount. Limited life - Unlike stocks, listed derivative warrants have an expiry date and therefore a limited life. Unless the listed derivative warrants are in-the-money, they become worthless at expiration. Time decay - So long as other factors remain unchanged, the value of listed derivative warrants will decrease over time. Therefore, listed derivative warrants should never be viewed as products that are bought and held as long term investments. Market forces - In addition to the basic factors that determine the theoretical price of a listed derivative warrant, listed derivative warrant prices are also affected by the demand for and supply of the listed derivative warrants. This is particularly the case when a listed derivative warrant issue is almost sold out and when there are further issues of an existing listed derivative warrant. Turnover - High turnover should not be regarded as an indication that a listed derivative warrant’s price will go up. The price of a listed derivative warrant is affected by a number of factors in addition to market forces, such as the price of the underlying assets and its volatility, the time remaining to expiry, interest rates and the expected dividend on the underlying assets.

17.9

Callable Bull/Bear Contract (CBBC)

Mandatory call - CBBC are a type of leveraged investment. They may involve a higher degree of risk and are not suitable for all types of investors. Investors should consider their risk appetite prior to buying CBBC. In any case, one should not trade in CBBC unless he/she understands the nature of the product and is prepared to lose the total amount invested, since a CBBC will be called by the issuer when the price of the underlying assets hits the Call Price, and that CBBC will expire early. The payoff for Category N CBBC is zero when they expire early. When Category R CBBC expire early the holder may receive a small residual value payment, but there may be no residual value payment in some situations. Dealers may charge their clients a service fee for the collection of the residual value payment from the respective issuers.

In general, the larger the buffer between the Call Price and the spot price of the underlying assets, the lower the probability of the CBBC being called, since the underlying assets of that CBBC would have to experience a larger movement in their price before it is called. However, the larger the buffer, the lower the leverage effect. Once the CBBC is called, even though the underlying assets may bounce back in the right direction from the investors’ point of view, the CBBC which has been called will not be revived and investors will not be able to profit from the bounce-back. Besides, the mandatory call event (MCE) of a CBBC with underlying assets overseas may be triggered outside Stock Exchange trading hours. Gearing effect - Since a CBBC is a leveraged product, the percentage change in its price is greater compared with that of its underlying assets. Investors may suffer higher losses in percentage terms if they expect the price of the underlying assets to move one way but it moves in the opposite direction. Limited life - A CBBC has a limited lifespan, as denoted by the fixed expiry date, of three months to five years. The life of a CBBC may be shorter if called before the fixed expiry date. The price of a CBBC fluctuates with the changes in the price of the underlying assets. A CBBC may become worthless after expiry or if the CBBC has been called early. Movement of underlying assets’ price - Although the price of a CBBC tends to follow closely the price of its underlying assets, in some situations it may not (ie delta may not always be close to one.) The price of a CBBC is affected by a number of factors, including demand for the CBBC and the supply, funding costs and time to expiry. Moreover, the delta for a particular CBBC may not always be close to one, in particular when the price of the underlying assets is close to the Call Price. Liquidity - Although CBBC have liquidity providers, there is no guarantee that investors will be able to buy/sell CBBC at their target prices any time they wish. Funding costs - When a CBBC is called, the CBBC holders will lose the funding cost for the full period, since the funding cost is built into the CBBC price upfront at launch, even though the actual period of funding for the CBBC turns out to be shorter when there is an MCE. In any case, investors should note that the funding costs of a CBBC after launch may vary during its life and the liquidity provider is not obliged to provide a quote for the CBBC based on the theoretical calculation of the funding costs for that CBBC at launch. Trading of CBBC close to Call Price - When the underlying assets trading close to the Call Price, the price of a CBBC may become more volatile with wider spreads and uncertain liquidity. CBBC may be called at any time and trading will terminate as a result. All trades executed after an MCE (ie Post MCE trades) will not be recognized and will be cancelled. Since there may be a time lapse between the MCE and termination of trading of the CBBC, some Post MCE Trades may be cancelled even though they may have been confirmed by CSLs. Investors should therefore apply special caution when a CBBC is trading close to the Call Price. CBBC with overseas underlying assets - Investors trading CBBC with overseas underlying assets are exposed to an exchange rate risk as the price and cash settlement amount of the CBBC are converted from a foreign currency into Hong Kong dollars. Exchange rates between currencies are determined by supply and demand, which are affected by various factors. Besides, CBBC issued on overseas underlying assets may be called outside the SEHK’s trading hours. In such case, the CBBC will be suspended from trading on SEHK in the next trading session or soon after the issuer has notified SEHK about the occurrence of the MCE. There will be no automatic suspension of CBBC by the trading systems of SEHK’s securities market upon occurrence of an MCE. For Category R CBBC, valuation of the residual value will be determined on the valuation day according to the terms in the listing document. In general, stamp duty is not applicable to cash-settled CBBC, but investors are advised to refer to the listing documents for information regarding stamp duty. 17.10 Derivative-related Unit Trusts Some unit trusts may invest in financial derivative instrument such as options, forward contracts, futures, warrants, swaps, in order to diversify portfolio risks, cost, generate additional capital or income, or generate a certain payoff structure in order to meet the investment objective of the fund. Investing in financial derivative instrument may involve additional risk, including, without limitation, counterparty credit risk, gearing risk, market risk, liquidity risk, which may lead to a higher volatility to the net asset value of the unit trust, and expose the unit trusts to potential significant losses. Counterparty Credit Risk - If the party that enters a financial derivative contract defaults, the unit trusts may incur a loss. Gearing risk - Many derivative instruments are leveraged and can change in value rapidly according to the gearing ratio relative to the underlying assets. Investors should be aware that the value of a derivative instrument may fall to zero resulting in a total loss of the initial investment. Market Risk - Where the value of the underlying asset of a derivative instrument changes, the value of the derivative instrument will become positive or negative, depending on the performance of the underlying asset.

Liquidity Risk - If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to enter a transaction or liquidate a position at a fair price. 17.11 Listed Structured Products Issuer Default Risk – In the event that a structured product issuer becomes insolvent and defaults on their listed securities, investors will be considered as unsecured creditors and will have no preferential claims to any assets held by the issuer. Investors should therefore pay close attention to the financial strength and credit worthiness of structured product issuers. Uncollateralised Product Risk – Uncollateralised structured products are not asset backed. In the event of issuer bankruptcy, investors can lose their entire investment. Investors should read the listing documents to determine if a product is uncollateralized. Gearing Risk – Structured products such as derivative warrants and callable bull/bear contracts (CBBCs) are leveraged and can change in value rapidly according to the gearing ratio relative to the underlying assets. Investors should be aware that the value of a structured product may fall to zero resulting in a total loss of the initial investment. Expiry Considerations – Structured products have an expiry date after which the issue may become worthless. Investors should be aware of the expiry time horizon and choose a product with an appropriate lifespan for their trading strategy. Extraordinary Price Movements – The price of a structured product may not match its theoretical price due to outside influences such as market supply and demand factors. As a result, actual traded prices can be higher or lower than the theoretical price. Foreign Exchange Risk – Investors trading structured products with underlying assets not denominated in Hong Kong dollars are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the structured product price. Liquidity Risk – SEHK requires all issuers of Hong Kong listed structured products to appoint a liquidity provider for each individual issue. The role of liquidity providers is to provide two way quotes to facilitate trading of their products. In the event that a liquidity provider defaults or ceases to fulfill its role, investors may not be able to buy or sell the product until a new liquidity provider has been assigned. 17.12 Bonds Default/Credit Risk – There is a risk that the issuer may fail to pay investors the interest or principal as scheduled. Interest Rate Risk – When the interest rate rises, the price of a fixed rate bond will normally drop. If investors want to sell their bond before it matures, they may get less than their purchase price. Exchange Rate Risk – If the bond is denominated in a foreign currency, investors face an exchange rate risk. Any fall in the foreign currency will reduce the amount investors receive when they convert a payment of interest or principal back into the local currency. Liquidity Risk – Investors may need to sell the bonds before maturity when they have an urgent cash-flow need or use the capital for other investments. However, investors may not achieve this if the liquidity of the secondary bond market is low. Reinvestment Risk – If investors hold a callable bond, when the interest rate goes down, the issuer may redeem the bond before maturity. If this happens and investors have to re-invest the proceeds, the yields on other bonds in the market will generally be less favourable. Equity Risk – If the bond is “convertible” or “exchangeable”, investors also face equity risk associated with the stock. A fall in the stock price will usually make the bond price fall.

18.

Personal data protection relating to The Personal Data (Privacy) Ordinance of Hong Kong (Cap.486)

18.1 The Client understands and fully accepts the client may have or may in future be requested to supply personal information to CSL from time to time. Further information may be collected by CSL including, inter alia, the checking mentioned in Clause 2.2 above (all such information is referred to as “ the Data” in this paragraph). 18.2 Any failure on the part of the Client to complete the Account Opening Information Form and to comply with a request for Data on the same may result in CSL being unable to open or administer the Account or unable to effect Transactions under the Account. 18.3

The Client agrees that CSL may provide the Data received from the Client to the following persons:—

(a)

any other members of CSL and the Affiliates and /or Group;

(b)

any nominees in whose name Securities or other assets of the Client may be registered;

(c) any contractor, agent or service provider who provides CSL and Affiliates/Group administrative, data processing, financial, computer, telecommunication, payment or securities clearing, professional services or other related services to whom the Data is passed; (d)

any person with whom CSL enters into or proposes to enter into the Transaction for and on the Client’s behalf;

(e) any assignee, transferee, participant, sub-participant, delegate, successor or person to whom the Agreement is novated; and (f ) governmental, regulatory or other bodies or institutions, as required by Applicable Laws which are applicable to CSL and the Affiliates/Group. (g ) any person to whom CSL or its Affiliates/Group is under an obligation or otherwise required to make disclosure pursuant to any contractual or other commitment or arrangement with local or foreign regulators, government bodies, or industry recognized bodies (whether within or outside Hong Kong) that is assumed by or imposed on CSL or its Affiliates/Group by reason of its financial, commercial, business or other interests or activities in or related to the jurisdiction of the relevant local or foreign regulators, governmental bodies, industry recognized bodies. 18.4 are:

The Client agrees that the purposes for which the Data provided by the Client from time to time may be used

(a) giving effect to the Client’s orders relating to Transactions or otherwise, and carrying out all the Client’s instructions; (b) providing services in connection with the Account, whether the services are provided by or through CSL or the Affiliates/Group or any other person; (c) conducting credit enquiries or checks on the Client and ascertaining the Client’s financial situation and investment objectives, and enabling or assisting any other person so to do; (d) collection of amounts due, enforcement of security, charge or other rights and interests in favour of CSL and of the Affiliates/Group; (e)

marketing existing and future services or products of CSL and the Affiliates/Group;

(f)

forming part of the records of CSL or the Affiliates/Group to whom the Data may be passed;

(g) observing any legal, regulatory or other requirements to which CSL and the Affiliates/Group or any other persons may be subject; (h) complying with any contractual or other commitment or arrangement with local or foreign regulators, governmental bodies, or industry recognized bodies (whether within or outside Hong Kong) that is assumed by or imposed on CSL or its Affiliates/Group by reason of its financial, commercial, business or other interests or activities in or related to the jurisdiction of the relevant local or foreign regulators, governmental bodies, or industry recognized bodies; and (i)

other purposes related or incidental to any one or more of the above.

18.5 USE OF DATA IN DIRECT MARKETING CSL intends to use the Client’s Data in direct marketing and CSL requires the Client’s consent (which includes an indication of no objection) for that purpose. In this connection, the Client agrees that: (a) the name, contact details, products and services portfolio information, transaction pattern and behaviour, financial background and demographic data of the Client held by CSL from time to time may be used by CSL and CSL’s Affiliates/ Group in direct marketing; (b) (i) (ii)

the following classes of services, products and subjects may be marketed: any type of Securities, financial, investment and related services and products; client relationship management, any discount programme and related services and products;

(c)

the above services, products and subjects may be provided by CSL and/or its Affiliates/Group;

(d) in addition to marketing the above services, products and subjects itself, CSL also intends to provide the Data described in paragraph (a) above to all or any of the persons described in paragraph (c) above for use by them in marketing those services, products and subjects, and CSL requires the Client’s written consent (which includes an indication of no objection) for that purpose. The Client hereby gives CSL the written consent mentioned above. If the Client does not wish CSL to use or provide to other persons his Data for use in direct marketing as described above, the Client may exercise his opt-out right by notifying CSL. 18.6 the Client may request a copy of the Data in writing and has the right to assess to and correct the Data. Any such request may be addressed to the Legal and Compliance Department of CONVOY SECURITIES LIMITED at B01, 10/F., World-Wide House, 19 Des Voeux Road Central, Hong Kong. The Client understands that a reasonable fee will be charged by CSL for any such request.

19.

Default

19.1

Any of the following events shall constitute an event of default (“Event of Default ”):—

(a)

the Client’s failure to pay any purchase price or other payments on demand or when become due under this Agreement;

(b)

financial rearrangement, the filing of a petition in bankruptcy or winding-up or the commencement of other analogous proceedings against the Client;

(c)

restriction imposed on the Account for Transaction and the levying of attachment against the Account;

(d)

the Client’s default in the due performance or observance of any terms of the Agreement; or

(e)

any consent, authorization or board resolution required of the Client to enter into the Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect.

19.2

If an Event of Default occurs, without prejudice to any other rights or remedies that CSL may have against the Client and without further notice to the Client, CSL shall be entitled to (subject to all applicable laws):—

(a)

cancel any or all outstanding orders or any other commitments made on behalf of the Client;

(b)

cover any short position in the Account through the purchase of Securities or liquidate any long position in the Account through the sale of Securities; and

(c)

sell, dispose of or otherwise deal with in whatever manner any Securities in the Account and any collateral Securities deposited by the Client with CSL.

(d)

close the Account immediately.

19.3 Without prejudice to CSL’s rights in Clause 19.2 above, CSL may at any time without notice to the Client, combine or consolidate all or any of the Client’s accounts with CSL or the Affiliates/Group any where in any currency, and set off, transfer or apply any money, securities or other properties standing to the Client’s credit in any one or more of such accounts, or any other sum(s) which may now or at any time after the date of this Agreement be or become owing to the Client or may be or come into the custody of CSL or the Affiliates/Group, in or towards satisfaction of the Client’s Liabilities to CSL in such manner as CSL may determine. 19.4 The Client hereby undertakes to indemnify CSL and its directors, officers, employees and agents for any loss, cost (including costs on solicitor-client basis), claim, liability or expenses arising out of or connected with any breach by the Client of its obligations herein including but not limited to enforcement of any debts due to CSL. 19.5 Notwithstanding Clause 19.2 above, CSL may, at any time, combine or consolidate all or any of such accounts as are for the time being opened and maintained by the Client with CSL or the Affiliates/Group, including the Account, and the Client hereby irrevocably authorizes CSL (without prejudice to the other authorities granted to CSL hereunder):— (a) to instruct the Affiliates/Group to transfer on the Client’s behalf any funds standing from time to time in any account maintained at any time by the Client with the Affiliates/Group to the Account as maintained at any time with CSL; (b) to transfer any funds standing from time to time in the Account as maintained by the Client with CSL to any account maintained at any time by the Client with the Affiliates/Group; (c) to set-off or transfer any sum standing to the credit of any one or more of such accounts of the Client in or towards satisfaction of the Client’s Liabilities, obligation or indebtedness to CSL or the Affiliates/Group on any of the accounts or in any other respect whatsoever, whether the Liabilities and / or such indebtedness and obligations be present or future, actual or contingent, primary or collateral, several or joint, secured or unsecured; and (d) to give the Affiliates/Group the same authority in order to complete the matters in sub-clauses (a), (b) and (c) above.

19.6 When such combination, consolidation, set-off or transfer requires the conversion of the currency into another, such conversion shall be done at the rate of exchange prevailing in such foreign exchange market as CSL may at its absolute discretion (but shall notify the Client of CSL’s decision) select on or about the date of the combination, consolidation, set-off or transfer. In respect of any payments by CSL to offset and discharge any of the Client’s Liabilities to the Affiliates/Group, CSL need not concern whether or not such Liabilities exist, provided demand has been made on CSL by the Affiliates/Group.

20.

Force majeure

The Client agrees that CSL and CSL’s directors, officers, employees and agents shall not be liable for any delay or failure to perform any of CSL’s obligations herein or for any losses caused directly or indirectly by any condition or circumstances over which CSL, CSL’s directors, officers, employees or agents do not have control, including but not limited to government restriction, exchange or market rulings, suspension of trading, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, war (whether declared or not), severe weather, earthquakes and strikes.

21.

Termination

21.1 This Agreement may be terminated at any time by written notice given by either party to this Agreement provided that this Agreement shall not be terminated by the Client until CSL has advised the Client in writing that CSL accepts (which acceptance notice may not be unreasonably withheld) the Client’s termination notice on the basis that the Client does not have any outstanding balance in the Account or the other accounts with CSL or any other outstanding obligations. Such acceptance notice shall not affect any Transactions entered into by CSL prior to CSL’s receipt of such written termination notice and shall be without prejudice to any of the rights and powers of CSL or the Client prior to such receipt. 21.2 Upon the issue of the acceptance notice or termination notice by CSL pursuant to Clause 21.1, the Client agrees that CSL may terminate all accounts (including the Account) in the Client’s name with CSL and convert all monies held in or for such accounts into Hong Kong dollars and realize any Securities in such accounts and subject to the full payment of all monies owed by the Client to CSL, CSL shall return any balance and Securities to the Client.

22.

Internet Trading Authorization

22.1 If the Client requests to use or uses the internet trading facilities provided by CSL or gives or agrees to give instructions for trading of securities and withdraw/deposit of funds and /or securities through an Internet web site including but not limit to at the address of as operated by CSL (the “System”) which CSL has the absolute discretion to refuse to provide such service, the following additional provisions shall apply: (a) The Client hereby authorizes CSL to receive instructions in respect of the Account through the System and related e-mail and Internet facility or any other related means of communication acceptable to the Client provided that each such instruction is accompanied by the security code assigned to the Account. The instructions so placed with the correct security code are deemed to be placed by the Client irrespective of whether there is a credit or debit balance in the Account for the time being or whether the same may become overdrawn in consequence of CSL’s accepting and completing such instructions. (b) The Client acknowledges that the Internet is, due to unpredictable traffic congestion and any other reasons, an inherently unreliable medium of communication and that such unreliability is beyond CSL’s control. The Client acknowledges that, as a result of such unreliability, there may be delays in the transmission and receipt of any of the Client’s instructions made and that this may result in delays in the execution of the Client’s instructions and /or the execution of Client’s instructions at prices different from those prevailing at the time the Client’s instructions are given. The Client further acknowledges and agrees that there are risks of leakage of information, interruption, delay, misunderstanding or errors in any communication via any of the means referred to in paragraph (a) of this Clause and that such risks shall be absolutely borne by the Client. The Client acknowledges and agrees that any instructions which are placed through the System and not yet executed on the relevant exchange or other market may be treated by the System in different ways which include, inter alia, being treated as instructions existing within certain time period or as continuing instructions depending on the time which the instructions are placed (such as instructions given before or after the close of the relevant exchange) and depending on the System settings (which may be changed from time to time without notice to the Client) or due to any unpredictable System errors and any other reasons beyond CSL’s control. The Client further acknowledges and agrees that it may not usually be possible to cancel any of the Client’s instruction after the same has been given via any of the means referred to in paragraph (a) of this Clause. The Client agrees to bear all the consequences as a result of the above. (c) If the Client places any instruction with CSL outside Hong Kong via any of the means referred to in paragraph (a) of this Clause, the Client agrees to represent and ensure that such instruction will be given in compliance with any applicable laws of the relevant jurisdiction from which the Client’s instruction is given. The Client further agrees that the Client will, when in doubt, consult legal advisers of the relevant jurisdiction. The Client accepts that there may be taxes or charges payable to the relevant authorities in respect of any such instruction given under this Clause and that CSL shall not be liable for any such taxes or charges. (d) In consideration of CSL’s agreeing to accept the arrangements in paragraph (a) of this Clause, the Client shall indemnify CSL upon demand against any loss, damages, costs (including costs on Solicitor-Client basis), disbursements, taxes and charges and liabilities that CSL may incur or suffer as a direct or indirect result of any instructions in respect of the Account placed under the arrangements herein and of any act or omission by any person placing any instructions through the System by using, whether or not such use is authorized by the Client, security code assigned to the Account. (e) In the event of any changes or modification to the trading system and clearing system operated by the Exchange and Clearing House respectively, this Clause shall apply to the extent as they remain applicable following such changes. (f)

The Client agrees that all the rights and powers of CSL as contained in this Agreement shall not be prejudiced

by the arrangement described in this Clause. The authorization mentioned in paragraph (a) of this Clause shall remain in full force until CSL acknowledges receipt in writing of the Client’s written instruction to cancel the said authorization. (g) The Client shall not directly or indirectly use any real-time quotes provided through the System for any purpose other than for the Client’s own information and any reliance on those quotes shall be on Client’s own risk. (h) The Client understands that CSL does not guarantee any accuracy of those quote in Sub-clause (g) above and as a result CSL will not be liable in whatever ways to the Client in respect of the said reliance. The Client acknowledges that while CSL, the Exchange, Clearing House and all relevant parties have endeavoured to ensure the accuracy and reliability of the information provided through the System, there is no guarantee that such information is accurate and reliable and that CSL will not accept any liability (whether in tort or contract or otherwise) for any loss or damage arising from any such inaccuracies or omissions. (i) The Client understands that any amounts, calculations and information provided through the System are for reference only. Any software provided by the System Service is used at the own risk and responsibility of the Client. (j) The Client understands and is well aware of the rules of any relevant exchanges and all risks relating to the use of the System. The Client agrees to bear all the risk of any order which has been inaccurately or erroneously transmitted or which has been lost during transmission through any of the means referred to in paragraph (a) of this Clause.

23.

Additional Clauses where the Client is acting as agent

Where the Client is an institutional investor or an investment manager or trustee and acts as agent for its customer (whether on a discretionary or non-discretionary basis), the following paragraphs of this Clause 23 shall apply when the Client acts for those customers: (a) The Client will identify and inform CSL about which accounts or sub-accounts (“Customer Account”) the Client is acting as agent for customers. If any two or more sub-accounts relate to the same customer, the Client shall notify CSL of the same immediately. (b) If the Client has a proprietary account with CSL, the Client must at the time of giving an instruction specify whether the instruction is placed by the Client for the Client’s own account or a Customer Account. (c) The Client will not instruct CSL to enter into Transactions on behalf of a customer unless the unencumbered assets of such customer under the Client’s control are sufficient to meet its obligations, and the Client under takes that such assets are similarly sufficient at the settlement dates for such Transactions for the settlement in full of such obligations. (d) The Client assumes full responsibility for making all investment decisions in respect of each customer for each Customer Account. CSL is not responsible for such investment decision and is also not responsible whether the Client or the Client’s customer is in compliance with any laws, regulations or by-laws. (e) In relation to each account or sub-account which the Client open as agent on behalf of a customer, the Client undertakes that at the time when the account or sub-account is opened, it reasonably believes that: (i) the customer has all requisite power and legal capacity under the laws of the relevant jurisdictions to enter into the Transactions through the agency of the Client and to perform its obligations; and (ii) the Client has been duly authorized to enter into the Transactions on behalf of the customer. (f ) The Client under takes to CSL that the Client will obtain, and maintain in effect all necessary licenses, permissions and consents and a formal written client agreement with each customer allowing the Client full discretion to make investments on the customer’s behalf.

24.

Joint Names and Joint Signatures

24.1 Where the Account is opened in joint names, the Client hereby states that the Client are joint tenants with right of survivorship. The Client’s liability hereunder shall be joint and several. In the event of the death of either person, CSL is directed to pay or deliver to or to the order of the survivor, all moneys, securities and other property held by CSL in the Account. 24.2

Joint signatories

(a) Where this Agreement is signed by or on behalf of a corporation or otherwise by or on behalf of more than one person, any liability arising hereunder shall be deemed to be the joint and several liabilities of the directors and / or partners in the corporation or of such persons as aforesaid; (b) If this Agreement is signed by or on behalf of more than one person (such persons being hereinafter referred to as the “Original Signatories”) and any one or more of the Original Signatories is not bounded by this Agreement (whether by reason of his lack of capacity or improper execution of this Agreement or for any other reason whatever), the remaining Original Signatory or Signatories shall continue to be bounded by this Agreement as if such other Original Signatory or Signatories had never been a party hereto; (c)

Where this Agreement is signed by or on behalf of more than one person, on the death of any such person, the

interest of the deceased in any of the securities in the Account held by CSL, will automatically pass to the benefit of the survivors;

25.

Client Declaration

25.1

The Client acknowledges and agrees that:

(a) the Client has been invited to read the risk disclosure statements contained herein which have been provided in Client’s language of choice (English or Chinese) and is given a chance to ask questions; (b)

the Client understands that the Client can take independent advice if the Client wishes to do so;

(c) the Client has read, understood and is aware of the contents of these terms and conditions contained in this Agreement, including the risk disclosure statements; (d)

the risk disclosure statements have been explained to the Client by a licensed representative of CSL;

25.2

The Client further acknowledges and agrees that:

(a) The Client understands that the Client may be required to provide additional information or submit documentary proof as to the information provided in this application as and when requested by CSL; (b) The Client agrees to abide by the rules and regulations of the Exchange, Clearing House or any regulatory bodies from time to time governing the purchase and sale of shares quoted on the aforementioned Exchanges and clearing systems; (c) The Client hereby authorizes CSL to conduct a credit enquiry or check on the Client for the purposes of ascertaining the Client’s financial situation and / or investment objectives; (d) The Client hereby authorizes CSL to verify and exchange the information contained herein and such other information relating to the Client’s particulars and bank accounts between CSL and such other third party as CSL may deem appropriate for the purpose of approving this application and for such other purposes as CSL may deem fit as long as the Client shall retains the Account with CSL; (e) The Client represents that any information provided by the Client is true, complete and accurate. CSL is entitled to rely fully on such information and representations for all purposes unless CSL receives notice in writing of any change from the Client. CSL is authorized at any time to contact anyone, including the Client’s banks, brokers or any credit agency, for purposes of verifying the information provided herein; (f) Unless otherwise specified in the Account Opening Form, the Client confirms that the Client is the beneficial owner of the Account and will not operate the Account for the benefit of, or on any instruction of, a third party; (g) At the Client’s request, CSL may enter into transactions for the Client as a result of which the Client will incur obligations as an underwriter or sub-underwriter; (h) Except where expressly agreed in writing, the Client shall not rely upon CSL for the provision of any services with respect to the Account not mentioned herein such as tax or legal advice.

26.

General

26.1 CSL’s failure to insist at any time on strict compliance with any of the terms or conditions of the Agreement or any continuing course of such conduct on CSL’s part shall in no event constitute or be considered as a waiver by CSL of any of CSL’s powers, rights, remedies or privileges. Furthermore, the rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law. No failure to exercise or delay in exercising the same shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereto. 26.2 The Client shall not assign any of the Client’s rights and /or obligations under this Agreement to any other party except with CSL’s prior written consent. 26.3 If any provision of this Agreement shall be held to be invalid or unenforceable by any court or regulatory agency or body, such invalidity or unenforceability shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision was not contained here. 26.4 Words denoting the singular shall include the plural and vice versa, reference to one gender shall include all genders and words denoting person shall include a firm or sole proprietorship, partnership, syndicate and corporation and vice versa. 26.5 Where the Client consists of more than one person or party, the liability of each of the Client shall be joint and several and references to the Client shall be construed to any or each of the Client. CSL shall be entitled to deal separately with any of the Client including the discharge of any liabilities to any extent without affecting the liability of

the others. 26.6 Where any written instructions or any other written communication from the Client is given by facsimile, electronic means, email or internet, the Client hereby authorizes CSL to accept such facsimile, electronic message, email or internet message from the Client as the original instruction or communication from the Client, and the Client shall fully indemnify CSL on demand against all loss, damage, interests, costs, expenses whatsoever which CSL may incur, or suffer as a result of or arising from CSL’s acceptance, reliance on or acting upon those instructions or communication. The Client acknowledges that any notices and communications to CSL shall be sent or delivered or communicated (as the case may be) to an address or location as notified by CSL from time to time. 26.7 All notices and communications to the Client may be effectively given by mailing the same by post addressed to the Client at any of the Client’s addresses as they appear from time to time on CSL’s records, or by delivering the same to the Client or by telex, facsimile, telephone, electronic messages, email or internet to any number notified to CSL from time to time for the purpose and shall be deemed to be received (a) on the second business day after such notice is mailed (in the case of post), and (b) when delivered (in the case of personal delivery), sent (in the case of telex) or communicated (in the case of telephone, facsimile transmission, electronic messages, email or internet) and that no such notice or communication need to be signed by CSL’s authorized signatory. The Client accepts and agrees that electronic messages, email and /or internet have/has inherent unreliability in data transmission including transmission of the electronic statements (if applicable). CSL shall not be responsible for delays or failure in the transmission, receipt of information due to breakdown of transmission facilities or causes beyond the control of CSL. 26.8 Every Transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of account shall be treated as authorized and correct and as ratified and confirmed by the Client unless CSL shall receive from the Client written notice to the contrary pursuant to this Agreement no later than (i) before close of business on the same date if the above is given orally; or (ii) market opening on the business day following the receipt of the above or such later time as may be otherwise specified if the above is given in written form pursuant to this Agreement; or (iii) two days after the receipt of the documents other than the above. The term, “business day”, shall mean a day (other than Saturday) on which banks in Hong Kong are open for business save as otherwise provided in Clause 13.3. 26.9 To the extent permitted by the Applicable Laws, CSL may from time to time amend any of the terms and conditions of this Agreement without prior notice to or approval from the Client and such amendments shall come into effect immediately upon the Client’s receipt of CSL’s notice pursuant to the Agreement. Such amendments shall be deemed accepted (and the terms hereof amended accordingly) where the Client continues to use CSL’s service or where the Client raises no immediate objection thereto upon receipt thereof. The Client acknowledges and agrees that if the Client does not accept any amendments as notified by CSL from time to time, the Client shall have the right to terminate the Agreement in accordance with Clause 21. 26.10 The Client confirms that the Client has read the contents of this Agreement and that the contents of the Agreement have been fully explained to the Client in a language that the Client understands, and that the Client accepts this Agreement. 26.11 The Agreement supersedes all previous agreements and arrangements (if any) between the Client and CSL in relation to the Account. 26.12 this Agreement including the terms and conditions in the Client Account Agreement and Account Opening Form has the English version and the Chinese version and in case of any inconsistency or conflict between the English version and the Chinese Version, the English version prevails. 26.13 Time shall be of the essence in relation to all matters arising hereunder or pursuant hereto. 27.

Governing Law and Jurisdiction

The Agreement and all rights, obligations and liabilities hereunder are governed by and shall be construed in accordance with the laws of Hong Kong and the Client irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong in connection herewith. MARGIN ACCOUNT TERMS AND CONDITIONS 28.

Margin Terms

28.1

Applicability

(a) The terms and conditions of this Clause 28 (“Margin Terms”) shall apply if the Client has requested CSL to open and /or maintain the Margin Account with CSL and/or grant the Client any credit facilities and CSL agrees to do so. The Margin Terms are part of the Client Account Agreement in accordance with the Agreement entered into by CSL and the Client in respect of the Account. For the avoidance of doubt, all other terms and conditions contained including but not limited to the clause relating to Governing Law and Jurisdiction are applicable to Margin Account. (b) In respect of Margin Account, if there is any inconsistency between other terms and conditions contained in the Client Account Agreement and the Margin Terms, the Margin Terms shall prevail. 28.2

The Account

Notwithstanding anything to the contrary herein contained, CSL shall have the right exercisable at CSL’s absolute discretion at any time to (a) close or terminate the Margin Account; (b) convert the Margin Account into Cash Account; (c) withdraw or terminate the credit facility; and (d) disallow the Account to conduct margin securities trading without giving any reason. 28.3

The Credit Facilities and Settlement

28.3.1 The Client may be granted credit facilities subject to and upon the execution of all necessary loan and security documentation required by CSL and are to be secured by Collaterals acceptable to CSL. CSL has the absolute discretion to vary, withdraw, terminate, refuse or not to provide any credit facilities to the Client. CSL also has the absolute discretion to determine a percentage (the “Margin Percentage”) from time to time on the market value of the Collaterals provided (the “Margin”) and the interest rate to be charged on the credit facilities granted. 28.3.2 CSL shall be entitled, at its absolute discretion at any time to increase or decrease the facility limit of the credit facilities, to refuse to make any advance under the credit facilities (whether or not its facility limit has been exceeded) or to demand immediate payment of all or any moneys and sums, whether principal, interest or otherwise, then owing in respect of the credit facilities or otherwise under this Agreement. 28.3.3 The Client agrees to pay interest on all outstanding and overdue balances (including interest on a judgment debt by CSL against the Client) under the credit facilities at such rates and on such other terms as CSL shall have notified the Client from time to time. Interest shall be calculated and payable on the last day of each calendar month or upon any demand being made by CSL. 28.3.4 The Margin shall be maintained by the Client at all times. The Client shall on demand from CSL make payments or deposits of additional Margin in such amount, in such form and in such currency into a Margin Account and within such time limit as specified by CSL, as CSL in its absolute discretion determines to provide adequate security in respect of the Margin Percentage and the credit facilities (“Margin Call”) or as may be required by the Applicable Laws or laws and rules or any other relevant exchange or market. Payment of Margin Calls must be effected in cash or securities or otherwise acceptable to CSL. 28.3.5 For the avoidance of doubt, CSL has no obligation to notify the Client of his failure to maintain the Margin. In the event that it is, in the sole opinion of CSL, impracticable for CSL to make demands for additional Margin, including but not limited to if the impracticality is due to a change or development： (a) involving a prospective change in the local, national or international monetary, financial, economic or political conditions which has resulted or is in the opinion of CSL likely to result in a material or adverse fluctuation in the stock market in Hong Kong or elsewhere; or (b)

which is or may be materially adversely affect the condition or operations of the Client,

CSL shall be deemed to have made Margin Calls for such form and / or amounts and / or currency as CSL may determine and such additional Margin shall become immediately due and payable by the Client. 28.3.6 Unless otherwise agreed, the Client will settle the Margin Account or make payment against delivery of purchased securities or deliver shares sold against payment, as the case may be, on or before the settlement date, each time after CSL has executed Transaction for and on the Client’s behalf. 28.4

Payment on Demand

If the Client commits a default in payment on demand of the deposits or margins or any other sums payable to CSL hereunder, or otherwise fails to comply with any of the terms herein contained, and without prejudice to any other rights CSL may have, CSL shall have the right to close the Margin Account without notice to the Client and to dispose of any or all Securities and Collaterals held for or on behalf of the Client and to apply the sale proceeds thereof together with any remaining cash in the Margin Account to settle all outstanding balances owing to CSL. Any monies remaining, if any, after such application shall be refunded to the Client. 28.5

Charge and Collaterals

28.5.1 Any Securities which are held by CSL as Collaterals may, at CSL’s sole discretion:— (a) or

(in the case of registerable Securities) be registered in the name of the Client or in the name of CSL’s nominee;

(b) be deposited in safe custody in a designated account with CSL’s banks or with any other institution which provides facilities for the safe custody of documents. In the case of Securities listed or traded on a recognized stock market which are received or held in Hong Kong, such institution should be: (i) an authorized financial institution (as defined in the Securities and Futures Ordinance); (ii) an approved custodian (as defined in the Securities and Futures Ordinance); or (iii) another intermediary licensed under the Securities and Futures Ordinance to deal in Securities. 28.5.2 The Client hereby expressly authorizes and agrees that CSL may for a period of 12 months from the date of entering into this Margin Terms dispose of the Client’s Securities in the following manner without any notice to the Client: (a) deposit such Securities with financial institutions as security for advances or loans made to CSL; (b) deposit such Securities with clearing houses as security for CSL’s discharge or satisfaction of its obligations under the relevant clearing systems; (c) lend such Securities for the purposes of fulfilling settlement obligations with other brokers,

dealers or clients; (d) dispose of such Securities in settlement of any liability of the Client or the Client’s Affiliates to repay or discharge CSL or the Affiliate/Group of CSL of any indebtedness due and owing by the Client or the Client’s Affiliates; and (e) otherwise deal with or dispose of such securities in any manner not restricted under the Securities and Futures Ordinance as the same may be modified, supplemented or re-enacted from time to time. Such Authority may be renewed before expiry of the 12-month period in accordance with the requirements of Securities and Futures Ordinance. 28.5.3 The Client’s performance or satisfaction of each and every obligation or liability under this Margin Terms, the Agreement and every other agreement with CSL and CSL’s Affiliates/Group (“Client Obligations”) when due is a condition precedent to the performance by CSL of its obligations to the Client. The Client agrees that CSL may at any time, without prior notice, where permitted by the Applicable Laws, apply, use, credit or transfer any Collaterals between any accounts that the Client maintains first, with CSL, second with any other relevant CSL’s Affiliates/Group in order to satisfy or secure any of the Client Obligations. Each relevant CSL and CSL’s Affiliates/Group may comply with all directions or instructions originated by any other CSL’s Affiliates/Group with respect to the Collaterals. 28.5..4 In accordance with Applicable Laws, the Client hereby grants to CSL and CSL’s Affiliates/Group a valid and continuing first priority and fixed security interest in all Collaterals now or hereafter held or controlled by or through any of CSL and CSL’s Affiliates/Group or which is in transit to or from or allocated to or is otherwise in the custody of CSL or any relevant Affiliates/Group as security for the payment and performance when due of all Client Obligations. 28.5.5 In accordance with Applicable Laws in jurisdictions in which margin or other collaterals is generally held by the recipient pursuant to a transfer to such recipient of title to such margin or other collaterals, the Client hereby transfers to each of CSL and CSL’s Affiliates/Group all right, title and interest of the Client, free and clear of any liens, claims, charges or encumbrances or any other interest of the Client or any third person (other than liens routinely imposed by clearance systems), in and to all Collaterals now or hereafter held or controlled by or through any of CSL and CSL’s Affiliates/Group located in any such jurisdiction as security for the payment and performance when due of all Client Obligations. 28.5.6 The Client irrevocably appoints each of CSL and CSL’s Affiliates/Group as the Client’s agent and attorney, with full power of substitution and delegation, to act in the Client’s name and on the Client’s behalf to deliver and file any documents or take such other action as CSL and CSL’s Affiliates/Group deems necessary in order to perfect or preserve CSL’s or any other CSL’s Affiliates/Group’s security interest or title in the Collaterals, or for the exercise of its rights under this Margin Terms and the Agreement. The Client agrees to execute such further documents and to take such further steps as CSL or CSL’s Affiliates/Group may require to perfect its security interest or title, exercise any rights or satisfy any Applicable Laws. The Client shall not without the prior consent of CSL or CSL Affiliates/Group substitute any property which is subject to the security interest or title of the relevant CSL’s Affiliates/Group. 28.6

Default

28.6.1 In addition to the event of default as defined in the Client Account Agreement, the following events shall also constitute an event of default (together as “Event of Default ”):— (a) the Client’s failure to make such payment or delivery of securities by the due date as mentioned in Clause 5 above; (b)

the Client’s default in the due performance or observance of any of this Margin Terms;

28.6.2 If an Event of Default occurs, without prejudice to any other rights or remedies that CSL may have against the Client and without further notice to the Client, CSL shall be entitled to (subject to all applicable laws):— (a)

cancel any or all outstanding orders or any other commitments made on behalf of the Client;

(b) cover any short position in the Margin Account through the purchase of Securities or liquidate any long position in the Account through the sale of Securities; and (c) sell, dispose of or otherwise deal with in whatever manner any Securities in the Margin Account and the Collaterals deposited by the Client with CSL. 28.6.3 The Client hereby undertakes to indemnify CSL and its directors, officers, employees and agents for any loss, cost, claim, liability or expenses arising out of or connected with any breach by the Client of its obligations hereunder including any costs (including costs on solicitor-client basis) reasonably incurred by CSL in collecting any debts due to CSL or in connection with the closure of the Margin Account. 28.7

Termination

28.7.1 Without prejudice to the rights of CSL to terminate this Agreement under the Clause 21 herein, the credit facility may be terminated at any time by written notice given by either party to this Agreement provided that the credit facility shall not be terminated by the Client until CSL has advised the Client in writing that CSL accepts (which acceptance notice may not be un reasonably withheld) the Client’s termination notice on the basis that the Client does not have any outstanding balance in the Margin Account or any other outstanding obligations. Such acceptance notice shall not affect any transactions entered into by CSL prior to CSL’s receipt of such written termination notice and shall be without prejudice to any of the rights, powers or duties of CSL or the Client prior to such receipt. 28.7.2 Upon the issue of the acceptance notice or termination notice by CSL pursuant to Clause 28.7.1, the Client agrees that CSL may (a) withdraw or terminate the credit facility; (b) disallow the Margin Account to conduct securities

margin trading; (c) convert the Margin Account into Cash Account; (d) close the Margin Account; and/or (e) convert all monies held in or for such Margin Account into Hong Kong dollars and /or realize any Securities and Collaterals in the Margin Account and subject to the full payment of all monies owed by the Client to CSL, CSL may transfer any balance or any Securities held in such Margin Account to the Client. 28.8

Risk Disclosure Statements

28.8.1 In addition to the risk disclosures statements mentioned in the Client Account Agreement, the following additional risk disclosure statements are given to the Client for Margin Account in accordance with the Code of Conduct for Persons Registered with the Securities & Futures Commission as follows: (a)

Risk of providing an authority to repledge the Client’s securities collateral etc

There is risk if the Client provides the licensed or registered person with an authority that allows it to apply the Client’s securities or securities collateral pursuant to a securities borrowing and lending agreement, repledge the Client’s securities collateral for financial accommodation or deposit the Client’s securities collateral as collateral for the discharge and satisfaction of its settlement obligations and liabilities. If the Client’s securities or securities collateral are received or held by the licensed or registered person in Hong Kong, the above arrangement is allowed only if the Client consents in writing. Moreover, unless the Client is a professional investor, the Client’s authority must specify the period for which it is current and be limited to not more than 12 months. If the Client is a professional investor, these restrictions do not apply. Additionally, the Client’s authority may be deemed to be renewed (i.e. without the Client’s written consent) if the licensed or registered person issues the Client a reminder at least 14 days prior to the expiry of the authority, and the Client does not object to such deemed renewal before the expiry date of the Client’s then existing authority. The Client is not required by any law to sign these authorities. But an authority may be required by licensed or registered persons, for example, to facilitate margin lending to the Client or to allow the Client’s securities or securities collateral to be lent to or deposited as collateral with third parties. The licensed or registered person should explain to the Client the purposes for which one of these authorities is to be used. If the Client signs one of these authorities and the Client’s securities or securities collateral are lent to or deposited with third parties, those third parties will have a lien or charge on the Client’s securities or securities collateral. Although the licensed or registered person is responsible to the Client for securities or securities collateral lent or deposited under the Client’s authority, a default by it could result in the loss of the Client’s securities or securities collateral. A cash account not involving securities borrowing and lending is available from most licensed or registered persons. If the Client does not require margin facilities or does not wish the Client’s securities or securities collateral to be lent or pledged, does not sign the above authorities and ask to open this type of cash account. (b)

Risk of margin trading

The risk of loss in financing a transaction by deposit of collateral is significant. The Client may sustain losses in excess of the Client’s cash and any other assets deposited as collateral with the licensed or registered person. Market conditions may make it impossible to execute contingent orders, such as “stop- loss “ or “stop-limit’ orders. The Client may be called upon at short notice to make additional margin deposits or interest payments. If the required margin deposits or interest payments are not made within the prescribed time, the Client’s collaterals may be liquidated without the Client’s consent. Moreover, the Client will remain liable for any resulting deficit in the Client’s account and interest charged on the Client’s account. The Client should therefore carefully consider whether such a financing arrangement is suitable in light of the Client’s own financial position and investment objectives. 28.9

Client Declaration

The Client acknowledges and declares that: (a) the Client has been invited to read the risk disclosures statements mentioned above including the risk disclosures statements in the Client Account Agreement and the additional risk disclosure statements and the contents of the Letter of Authorization, which have been provided in Client’s language of choice (English or Chinese) and given a chance to ask questions; (b)

the Client understands that the Client can take independent professional advice if the Client wishes to do so;

(c) the Client has read, and is aware of and understand the Margin Terms, including the additional risk disclosure statements; (d) the risk disclosures statements mentioned in the terms and conditions of the Client Account Statement and the additional risk disclosure statements above mentioned have been explained to the Client by a licensed representative of CSL.

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