SECURITIES SALE AND PURCHASE AGREEMENT

SECURITIES SALE AND PURCHASE AGREEMENT To: Malayan Banking Berhad, Singapore branch The undersigned (“Customer”) wishes to enter into such number of t...
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SECURITIES SALE AND PURCHASE AGREEMENT To: Malayan Banking Berhad, Singapore branch The undersigned (“Customer”) wishes to enter into such number of transactions for the purchase and sale of Securities (as defined below) as the Customer may instruct the Bank from time to time and the Customer agrees to be governed in respect of all such transactions by the terms and conditions of this Agreement, as may be amended, revised, supplemented or modified from time to time. 1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement the following expressions, unless the contract requires otherwise, shall have the following meanings:"Affiliated Company" means the Bank, any of its subsidiary companies or any entity in which the Bank is, now or hereafter, directly or indirectly a shareholder. "Applicable Laws" means all relevant or applicable statutes, laws, rules, regulations, directives and circulars (including those of any governmental body or authority or selfregulatory organisations). "Authorised Person" means each person as set out in Clause 3 of this Agreement. "Bank" means Malayan Banking Berhad. "CDP Scripless Securities" means book-entry securities as defined in section 130A of the Companies Act of Singapore "CPF" means the Central Provident Fund. "CPF Agent Bank" means a bank that is designated as an agent bank under the CPF Investment Scheme. "CPF Investment Account" means the CPF investment account which is opened with the CPF Agent Bank. "CPF Special Account" means the Customer's CPF special account, where the Customer's CPF monies invested are from the Customer's special account. "CPF Securities" means Securities which may be purchased with funds from CPF in accordance with the rules of CPF Board. "GST" means the Goods and Services Tax imposed by the Inland Revenue Authority of Singapore. "Insolvency Event" means, in respect of any Customer: (a) the making of an arrangement or composition with creditors generally or the making of an application to court for protection from creditors generally; or (b) if the Customer becomes insolvent or is otherwise unable to pay his debts as they become due, or any act of insolvency or event that is analogous to those set out in paragraphs (a) or (b) of this definition applies to the Customer concerned. "Securities" includes but is not limited to stocks, shares, debentures, loan stocks, bonds, notes, any right option or derivative in respect of such stocks, shares or debentures or other

Effective as at 1/7/2014

similar instruments of any kind whatever or howsoever, of or issued by, any body, whether incorporated or unincorporated, or of any government or local authority (including SGS and SBB) and shall for the purposes of this Agreement other than the custody provision in clauses 22 to 29 include the CDP Scripless Securities. "SGS" means Singapore Government Securities. "SBB" means Statutory Board Bonds. "Transaction" means any transaction or contract for the purchase, sale, custodian or dealing of the Securities.

1.2

In this Agreement: (a)

references to Clauses, Sub-Clauses and Schedules, unless otherwise stated, are clauses, sub-clauses and schedules of this Agreement;

(b)

the headings to the Clauses are for convenience only and do not affect their interpretation or construction;

(c)

reference to a statute or statutory provision includes a reference to it as amended, extended or re-enacted from time to time; and

(d)

words denoting the singular number only include the plural and vice versa.

AUTHORISATION 2.

The Customer authorizes the Bank to purchase and sell Securities for the Customer’s accounts in accordance with the Customer’s and each Authorised Person’s instructions according to the terms of this Agreement.

3.

Each of the following person is an Authorised Person authorised by the Customer to enter into Transactions and deal with the Securities in connection thereto. Name

NRIC No./Passport No.

Signature

REPRESENTATIONS AND UNDERTAKINGS 4.

The Customer represents and undertakes that: (a)

he has the capacity and authority to enter into this Agreement;

(b)

he is an "accredited investor" as defined from time to time in the Securities and Futures Act of Singapore;

(c)

he has all authorisations, consents, licences or approvals (whether under Applicable Laws or otherwise) required to accept and agree to this Agreement and all the terms herein, to open, maintain and/or continue to maintain all account(s) from time to time opened and/or maintained and/or continued to be maintained with the Bank and to enter into the Transactions and the entry into this Agreement

Effective as at 1/7/2014

and the Transactions herein will not result in his breaching of any laws or regulations in any relevant jurisdiction; (d)

all particulars of the Customer given to the Bank including particulars as to resident status (whether in the application form or otherwise) are true and complete;

(e)

in accepting and agreeing to this Agreement, opening and maintaining the account(s) and entering into the Transactions, the Customer has not relied and is not relying on any oral or written representation made by the Bank or any person on its behalf;

(f)

any Transactions or other dealings on the account are solely and exclusively based on the Customer's own judgment and after the Customer's own independent appraisal and investigation into the risks associated with such dealings;

(g)

except with the express written consent of the Bank, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any account and/or over any cash or assets in any account and/or over any Securities;

(h)

he will comply with all applicable selling restrictions in respect of any Securities and shall only sell or re-sell the same in accordance with such selling restrictions under the Securities and Futures Act of Singapore;

(i)

he is aware that gains or losses on the Securities can depend on various factors, and the Bank assumes the Customer to be familiar with and able to evaluate the same;

(j)

he is not a United States person for the purpose of the United States Securities Act of 1933 and acknowledges that investments in any Securities may not be held for or transferred to a United States person. In the event that the Customer becomes a United States person, the Customer agrees that the Bank shall be entitled to do all acts and things it deems necessary to comply with applicable United States law, including but not limited to a liquidation of the affected assets. The Customer agrees to bear all costs and expenses incurred by the Bank as a result thereof. The Customer undertakes to inform the Bank of any changes in his / her citizenship or residential status within 30 days thereof; and

(k)

no Insolvency Event with respect to the Customer has occurred and is continuing, and no such event or circumstance will occur as a result of the Customer's entry into this Agreement or any Transaction hereunder.

The above representations and undertakings shall be deemed repeated whenever the Customer gives purchase orders to the Bank, or whenever the Customer establishes a new account with the Bank. INFORMATION ON SECURITIES 5.

The Bank may from time to time provide to the Customer, where available, information (“Information”) regarding Securities. Where the issuer of any Securities (an “Issuer”) is a person other than the Bank, the Bank undertakes no liability as regards the performance of the obligations represented by the Issuer or the risk of default by the Issuer. The Customer acknowledges that the Bank is assisting the Customer to purchase Securities from such Issuers (or their distributors or agents) and does not act as agent on behalf of the Issuers, and the Bank is not liable for any statements made in any offering documents, constitutive documents, information memoranda, prospectuses and other contractual terms of the relevant Securities.

Effective as at 1/7/2014

APPLICATION AND PURCHASE OF SECURITIES 6.

Any Transaction should be made at any of the branches of the Bank during banking hours from Mondays to Fridays or through any other mode of communication permitted by the Bank from time to time. Any applications or instructions from the the Customer received by the Bank after banking hours on any business day shall be treated as having been received on the next business day.

7.

Application for each Transaction unless otherwise stated, must be made, in the case of individuals, in Customers' full names as appearing in their identity cards (if Customers have such identification documents) or in their passports.

8.

The Bank reserves the right to accept or reject any application or to accept any application in part only without assigning any reasons and no enquiry and/or correspondence on the decision of the Bank will be entertained. The Customer may make payment for the purchase of Securities using any one of the following:-

10.

(a)

cash ;

(b)

cashiers' order or banker's draft drawn in Singapore currency or MEPS transfer made payable to the Bank;

(c)

CPF funds in respect of CPF Securities only; or

(d)

authorising the Bank to debit the relevant funds from the credit balance standing to any account(s) maintained with the Bank.

For the payment of purchase of the Securities by debiting from the Customer's account, the Customer shall ensure that there are sufficient funds in the relevant account and the Bank may at its discretion earmark the relevant account for the purchase price of the Securities and any amounts payable for the Securities. In respect of CPF Securities, the Customer shall ensure that there are suff icient funds in his CPF Investment Account and/or CPF Ordinary Account and/or CPF Special Account as the case may be, for the payment in full of the aggregate price of the Securities to be purchased by the Customer and such other amount representing fees, expenses and bank charges relating to the purchase of the Securities.

11.

In the event that there are no or insufficient funds, whether in the Customer's relevant account(s) or not, to make payment for the Transaction by the Customer, the Bank shall not be obliged to enter into any Transaction.

12.

If there is any shortfall of funds or if any monies are due and payable to the Bank, the Bank shall have a lien over the Securities which shall stand as security in favour of the Bank and the Bank reserves the right to sell or liquidate the Securities at such price and in such quantities as the Bank may think fit in accordance with the market practice and recover from the Customer any loss suffered or incurred by the Bank without any prejudice to any other right which the Bank may have against the Customer in respect of such non-payment.

13.

In the event that the Customer does not own sufficient Securities which the Customer has contracted to sell, the Bank reserves the right to exercise the discretion to buy -in the Securities and/or to recover losses and penalty charges if any, from the Customer in accordance with the market practice.

Effective as at 1/7/2014

14.

For an unsuccessful application, the full amount of the application money (without any interest or any share of revenue or other benefit arising therefrom) shall be refunded to the Customer by sending a cashier's order/draft through ordinary post to his or its address at his or its own risk or if the Customer so requests, by crediting into an account of the Customer maintained with the Bank or by crediting into his CPF Investment Account with the CPF Agent Bank or his CPF Special Account if CPF funds are used, as the case may be.

15.

Unless otherwise agreed in writing, all money payable by the Customer to the Bank in respect of any Transaction shall be paid free and clear of, and without withholding or deduction for, any taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of those taxes is required by law. In that event, unless otherwise agreed in writing, the Customer shall pay all additional amounts that will result in the net amounts received by the Bank (after taking account of that withholding or deduction) being equal to the full amount that would have been received by the Bank had no such taxes been withheld or deducted. All payments by the Bank in respect of any Transaction are subject in all cases to any applicable tax or other laws and regulations. In the event of any withholding or deduction of taxes being required by law, the Bank is under no obligation to gross up any amounts payable under this Agreement and the Customer will only be entitled to the net amount after such withholding or deduction.

16.

The Customer undertakes to pay all commissions and charges, as may be determined by the Bank from time to time, in respect of all Transactions in the Securities or in relation to the custodian of the Securities of the Customer, and any other costs and expenses incurred by the Bank thereof or in performing or executing the Customer's instructions. In addition, any goods and services tax or other similar taxes which are now or hereafter applicable or required by law to be paid on or in respect of any sums payable to the Bank or any costs and expenses incurred by the Bank shall (except to the extent prohibited by the law) be borne or payable by the Customer to the Bank and any sum(s) equivalent to the applicable GST or other similar taxes in addition to all other sums payable to the Bank shall be debited to or against the Customer's account(s).

17.

The Customer shall bear all stamp duty on or in respect of this Agreement, the sale, purchase, redemption or transfer of any Securities, or any other instrument or transaction contemplated by this Agreement.

18.

If the Customer fails to pay any moneys to the Bank or fails to make payment within the stipulated time, the Customer shall be liable to pay interest at such rate as may be determined by the Bank from time to time at its sole discretion.

19.

The Customer may tender for new issues of SGS through the Bank by completing tender application forms and submitting such application forms through the Bank. The Rules and Market Practices of the Singapore Government Securities Market shall apply to all Transactions in SGS. The Bank may, at its discretion, require the Customer to place funds with the Bank before submitting such application forms to The Monetary Authority of Singapore, and the Bank shall not be liable for any incomplete or incorrectly completed tender application forms. The Bank shall also not be liable for its failure to submit the completed tender application forms to The Monetary Authority of Singapore in time due to fire, floods, civil commotion, heavy traffic or breakdown of vehicle or traffic accident, or force majeure. CONFIRMATION LETTER AND STATEMENTS

20.

For each Transaction, the Bank shall send to the Customer a confirmation letter, which shall be conclusive evidence of the terms agreed by the Customer with the Bank, in respect of such Transaction unless the Customer notifies the Bank of any errors within 14 days from the date of the confirmation letter.

Effective as at 1/7/2014

21.

A Statement relating to the Customer’s Securities (“bank statement”) will be sent to the Customer every month unless there is no Transaction during the month. The Customer shall be under a duty to examine the entries in every bank statement and to report immediately to the Bank if there are any errors or discrepancies. If the Customer does not within fourteen days after the date of the bank statement object to any of the matters contained in such statement he shall be deemed conclusively to have accepted all the matters contained in such statement as true and accurate in all respects. Subject to the rights of the Customer to object as aforesaid, the bank statement shall be accepted by the Customer as conclusive evidence of the balance in the account and of the particulars of the account. CUSTODIAN SERVICES

22.

The Customer authorises the Bank to safekeep and hold, as the Customer's custodian, the Securities purchased for the account of the Customer, and any shares, notes, bonds or other Securities delivered or collected as a result of any redemption, conversion or settlement of such Securities on such terms and charges as the Bank may impose. The Bank (and any sub-custodian or nominee of the Bank) shall be entitled to appoint, without the further consent of the Customer, any sub-custodian or nominee to act as a sub-custodian or nominee of any of the Securities held by the Bank on such terms as the Bank may, in its absolute discretion, consider appropriate, and to pay the fees, costs, commissions and other expenses of such sub-custodian or nominee. The Bank shall not have any liability in respect of any default by any sub-custodian or nominee appointed by the Bank. Notwithstanding any provision of this Agreement, in the case where the Bank does not provide custody services in respect of any particular Securities to the Customer as the Bank may determine, such custody services may, if requested by the Customer and approved by the Bank at its discretion, be provided by a nominee of the Bank, Mayban Nominees (S) Pte Ltd, via an account opened directly by the Customer with Mayban Nominees (S) Pte Ltd and will be governed by the relevant custody terms entered into by the Customer and Maybank Nominees (S) Pte Ltd.

23.

The Bank shall be authorised but shall not be obliged to register the Securities and hold the same in its own name and/or in the name(s) of any nominee or sub-custodian. The Bank may delay in procuring any such registration for such period as the Bank in its discretion thinks fit. The Customer shall sign and execute all instruments of transfer and other documents and give all such instruments and things that may be required by the Bank (or any sub-custodian or nominee) in its dealings with the Securities. The Customer acknowledges that prior to the Bank (or its sub-custodian or nominee) becoming the registered owner of the Securities, the Bank may not be in a position to carry out all of its obligations as custodian under this Agreement, and the Bank shall not be liable for any loss that the Customer may suffer or incur as a result of the Bank (or its sub custodian or nominee) not being the registered owner.

24.

The Customer's interest in the Securities may not be identifiable by separate certificates, documents or electronic records. However, the Bank shall maintain records of the Customer's interest in any Securities which have been commingled. The Bank shall have no duty or responsibility to return to the Customer any Security bearing a serial number identical with that delivered to the Bank so long as the Securities returned are of the same class, denomination and nominal amount and rank

Effective as at 1/7/2014

pan passu with those accepted by the Bank, subject always to any capital reorganisation or exchange which may have occurred. 25.

26.

The Customer agrees that any and all Securities or other property held by or deposited with the Bank or its sub-custodians or nominees are at the Customer's sole risk. Unless expressly provided in this Agreement, the Bank's duty in respect of the custody of Securities shall be limited to acting as bare trustee and to exercise good faith in respect of any action or inaction in relation to such custody. The Bank and any sub-custodian or nominee are under no duty or obligation to examine or verify the validity of the ownership of or title to any Securities and shall not be liable in respect of any defect in ownership or title. In jurisdictions restricting foreign ownership of Securities, the Bank, any sub-custodian or any nominee shall have no duty to ascertain the nationality of the owner of Securities or that the Securities deposited are approved for foreign ownership unless specifically instructed by the Customer.

27.

Neither the Bank, any sub-custodian, nominee or agent shall have any obligation to send any proxy, to take any other action in respect of any proxy or other document so received, to attend any meeting, to exercise any votes or to take any action with respect to any rights or obligations conferred or imposed by reason of holding of any Securities, except in accordance with the Customer's prior written instruction and upon such terms and conditions and provision for fees, charges and expenses as the Bank may in its absolute discretion require provided that the Bank shall not be precluded from doing any of the above-mentioned matters at its absolute discretion. The Bank shall not be held responsible or liable in any way whatsoever to the Customer for failure to send any proxy or forward any report or notices or take any other action in respect of any Securities.

28.

The Bank, whether as custodian of the Securities or not, shall not be liable for any loss or damage suffered by the Customer by reasons of or in connection with any errors or delays in accepting, performing or executing any instructions, or in holding, receiving or delivering the Securities unless such loss or damage is caused by the gross negligence or wilful misconduct on the part of the Bank, and provided always that the Bank shall not be liable in any event for any consequential or economic loss.

29.

The Bank may at its discretion pay or cause to be paid, from any account of the Customer maintained with the Bank, all taxes and levies in the nature of taxes imposed on the Securities by any governmental authority or under any applicable law or enactment and shall notify the Customer of all such payments made. RECEIPT OF COUPON PAYMENT AND PROCEEDS

30.

The Bank shall, unless and until otherwise expressly and specifically instructed by the Customer to the contrary, collect or receive the principal amount, interest, coupon payment, sale proceeds and other payment or distributions in respect of all the Securities and credit the same to:(a)

Such account of the Customer maintained with the Bank as may be designated by the Customer from time to time or (in the absence of such designation) to any account of the Customer maintained with the Bank selected at the Bank's discretion if the Customer had used cash; or

Effective as at 1/7/2014

(b)

CPF Investment Account with the Customer's CPF Agent Bank if the Customer had used the CPF Ordinary Account; or

(c)

The Customer's CPF Special Account if the Customer had used the CPF Special Account.

The Bank is authorised to execute or sign on behalf of the Customer all declarations, affidavits, certificates or other documents that may be required to collect or receive payments or distributions with respect to the Securities. LIABILITY AND INDEMNITY 31.

The Bank shall be entitled to rely on any instructions, directions, notices or other communications relating to or in respect of the Securities of the Customer or the Authorised Persons by telephone or in writing (including by facsimile) and the Customer agrees to indemnify the Bank and hold the Bank harmless from and against any losses, costs and expenses (including legal costs) suffered or incurred by the Bank in reliance thereon. The Customer's/Authorised Persons' instructions shall only be effective upon actual receipt by the Bank.

32.

Telephone conversations with the Bank may be taped and such tapes may be used to resolve any disputes in relation to instructions received by the Bank and information given between the Bank and the Customer/Authorised Persons.

33.

The Bank assumes no responsibility and shall have no liability whatsoever to the Customer:(a)

for advising or giving any recommendation to the Customer as to whether or not to invest in any Security or to enter or omit to enter into any Transaction in respect of which information has been provided, and the Customer acknowledges the desirability of seeking independent financial advice with respect to any such investment opportunity;

(b)

for any loss suffered or incurred by the Customer as a result of, or in connection with, any acquisition, holding, disposal or redemption of any Security or any other Transaction made as a result of the use of any electronic communications system or for any reason whatsoever (including but not limited to any del ays by any depository or third party or any circumstances beyond the Bank's control);

(c)

for any indirect or consequential loss or for any punitive damages.

For the avoidance of doubt, the Bank does not and is not willing to assume any advisory, fiduciary or similar or other duties to the Customer. The Bank assumes, and relies on the assumption, that the Customer has taken independent legal, tax, financial and other advice in relation to any account or Transaction between the Bank and the Customer. 34.

The Customer hereby undertakes to indemnify the Bank against all proceedings, actions, claims, demands, damages, losses, liabilities, costs and expenses howsoever incurred by the Bank or taken or made against the Bank (other than an action by the Customer) by reason of or arising from or out of or in connection with the Bank's performance or carrying out or execution of any instructions given by the Customer or the Bank's acting

Effective as at 1/7/2014

for and on the Customer's behalf in all or any of the matters aforesaid and shall on demand pay to the Bank all legal expenses incurred on a full indemnity basis including solicitor and client costs in relation thereto or in enforcing the indemnity. JOINT CUSTOMERS 35.

Where the expression "the Customer" consists of more than one person, their liability to the Bank shall be joint and several. All communications sent to any one of them shall be deemed to be sufficient notification to all of them.

36.

Where an account is held or maintained jointly by more than one person, then upon the death of any one of them, the survivor(s) shall be entitled to the Securities, and the Bank shall not be bound to enquire nor be deemed to have any knowledge or notice, actual, implied or constructive, as to whether the Securities are owned severally, jointly or in common. EXTRAORDINARY EVENT

37.

If there occurs in relation to any Transaction or otherwise in relation to the Customer's custody account(s) an Extraordinary Event (as defined below), the Bank shall have the sole discretion to determine any adjustments or action necessary in relation to such Transaction or any or all Transactions or otherwise to the account(s) in view of the Extraordinary Event. Such adjustments or actions may include altering or varying the quantities of Securities or the exchange rates of Securities bought or sold in respect of such Transaction or some or all Transactions, or terminating the Transaction in question or some or all Transactions, or the account(s) or otherwise. Provided the Bank undertakes such action in good faith, any such adjustment or action shall be binding on the Customer who shall be liable for any additional loss incurred by the Bank on the account of the Customer or which the Customer is consequently liable for as a result of such adjustment or action. An "Extraordinary Event" shall mean any event which the Bank in good faith believes to have a material adverse effect on any Transaction and shall include without limitation any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of currencies, securities, any form of debt or other moratorium on jurisdictions, individuals or entities, any devaluation, redenomination or demonetisation of the underlying Securities of any Transaction and/or any form of restriction or requirement which in the Bank's good faith opinion adversely alters or changes the rights or obligations which the Bank in good faith undertook upon the establishment of such Transaction. COLLECTION, USE OR DISCLOSURE OF INFORMATION

38.

The Customer consent to, and shall procure that all relevant individuals whose information has been disclosed to the Bank by or through the Customer (including authorised signatories and authorised persons) (collectively “Relevant Individuals”) consent to, the Bank, its officers, employees, agents and advisers collecting, using or disclosing such information relating to the Customer (and the Relevant Individuals) including details and particulars of the Transactions, Securities, or tax or tax-related information to the following persons wherever situated (whether in Singapore or elsewhere), and to the extent that the

Effective as at 1/7/2014

information is personal data, in connection with the purposes set out in our Data Protection Policy accessible at www.maybank2u.com.sg, or as is otherwise required or permitted in accordance with applicable law to any financial institution (whether acting as our correspondent banks, agent banks or in relation to the provision of our products or services or otherwise), including but not limited to wire transfer service providers, exchanges, trading platforms, alternative trading systems, clearing houses, trade repositories and/or depositories, the Central Provident Fund Board or other governmental/statutory bodies, any court, law enforcement, tax or fiscal agency or authority, any self regulatory organization in any jurisdiction, the Bank’s head office and any of our branches, representative offices, subsidiaries, related corporations and affiliates, the Bank's nominee, custodian, broker, any service provider (in connection with, inter alia, such outsourcing arrangements the Bank may have with any third party where the Bank has outsourced certain functions to the third party and the third party’s service providers or otherwise), any potential assignee, any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency; to the extent that the information is personal data, to the persons in the Banks’ Data Protection Policy, any person to whom disclosure is permitted or required by any statutory provision or law . The Customer agrees and acknowledges that overseas service providers may be required by law to disclose information received from the Bank to third parties, such circumstances include the service provider being compelled to disclose information pursuant to a court order, police investigations and criminal prosecutions for tax evasion or other offences. If any Relevant Individuals should withdraw their consent to any or all use of their personal data, depending on the nature of the withdrawal request, the Bank may not be in a position to continue providing its products or services to the Customer and/or administer the Transactions or Securities. Such withdrawal may accordingly constitute a repudiatory breach of the Customer’s obligations under this Agreement, and the Bank may upon notice to the Customer terminate the Transactions, Securities and/or this Agreement without prejudice to the Bank’s other rights and remedies at law against the Customer. To the extent that the Relevant Individuals are providing their personal data to the Bank through the Customer in connection with the Transactions or Securities, the Customer acknowledges and agrees that the Customer is responsible for ensuring that each Relevant Individual consents to the collection, use, disclosure and/or processing of their personal data by the Bank and the Bank’s authorised service providers for the purposes set out in the Bank’s Data Protection Policy, which the Bank may update from time to time. The Customer shall furnish each Relevant Individual with a copy of the terms that apply to the Transactions and/or Securities and the aforesaid Data Protection Policy. The Customer acknowledges and agrees that the Bank do not warrant the security of any information sent or transmitted to the Customer whether electronically or otherwise and the Customer hereby accept the risk that any information sent or transmitted to the Customer may be accessed by unauthorised third parties. To the extent permitted by law, the Customer shall not hold the Bank or any of the Bank’s officers, employees or agents responsible or liable for any such access or disclosure or for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Customer as a result of such access or disclosure.

TERMINATION 39.

The Bank or the Customer may terminate this Agreement at any time upon written notice effective 30 days from the date of such notice unless expressly agreed with the Customer to

Effective as at 1/7/2014

the contrary in respect of specific instructions, provided that the Customer shall honour any Transactions agreed to but not settled before the date of any such termination. Upon termination subject to final discharge of all obligations owed by the Customer to the Bank and any costs, taxes and expenses that the Bank has reasonably incurred in enforcing or maintaining any of its rights, the Customer's account will be administered as soon as reasonably practicable in accordance with instructions from the Customer. 40.

In addition, the Bank has the right to terminate (temporarily or permanently and at any time, with or without cause or prior notice) all or any part of any service provided by the Bank pursuant to this Agreement, or the Customer's access to such service, or to change the nature, composition or availability of any such service on reasonable notice where possible for any reason.

41.

Notwithstanding any other provision of this Agreement, the provision of services by the Bank under this Agreement may be terminated (in whole or in part) by either party immediately if there is a breach or threatened breach of this Agreement by the other party.

42.

The Customer acknowledges that termination of all or any part of any service provided by the Bank pursuant to this Agreement will not affect accrued rights, existing obligations or any contractual provisions in respect of such service intended to survive termination including those relating to indemnification in clause 34 of this Agreement, and in particular, the terms of Agreement will remain in effect with respect to all Transactions executed pursuant to this Agreement. TAX OR REGULATORY OBLIGATIONS

43.

The Customer acknowledges that the Bank and the Bank’s affiliates are required to comply with the tax or regulatory obligations under any applicable law including the United States Foreign Account Tax Compliance Act (“FATCA”) and hereby: (a)

represent that the Customer is not a United States person for purposes of or in connection with the Bank’s compliance with the FATCA or any equivalent law or regulation of the United States. The Customer undertakes to inform the Bank in writing within 30 calendar days if at any time the Customer becomes a United States person.

(b)

consent to the Bank, its officers, employees or agents disclosing any information relating to the Customer including details of the Customer’s account(s) and transactions with the Bank to any government, tax authorities, regulatory authorities or third party whether located in or outside Singapore for purposes of enabling the Bank to comply with the FATCA obligations.

(c)

authorize the Bank to withhold or deduct any amount or make payment, on account of any tax or levy, on or in relation to any amount paid, transferred, received or otherwise pursuant to any applicable laws including but not limited to FATCA.

(d)

indemnify the Bank, to the extent permitted by law, for any loss or liability that may be incurred by the Bank in connection with any breach by the Customer of any

Effective as at 1/7/2014

obligations herein and/or the Bank’s compliance with FATCA or any tax or regulatory obligations under any applicable law. (e)

acknowledge and agree that the Bank may incur liabilities arising from or in connection with the Bank’s compliance with FATCA or any tax or regulatory obligations under any applicable laws and I/we agree that the Bank shall not be liable for that loss.

(f)

agree to provide the Bank with any information that the Bank may require from time to time to comply with FATCA or any tax or regulatory obligations under any applicable law.

MISCELLANEOUS 43.

The Bank shall be entitled to convert any amounts received by the Bank from the Customer or otherwise, any monies in any account of the Customer's or standing to the credit of the Customer to any other currency for the purposes of carrying out orders of the Customer or exercising the Bank's rights under this Agreement or under any account at such rate as the Bank may determine at its discretion. Exchange rate losses and the costs of conversion shall be borne by the Customer.

44.

Instructions to carry out any Transaction will not be accepted by the Bank from any person under the age of 21 and from any Customer which does not in the Bank's reasonable belief have the capacity or authority to enter into this Agreement and the Transactions hereunder or in respect of which an Insolvency Event has occurred and is continuing.

45.

No joint account is permissible for Customer using CPF funds to purchase Securities.

46.

All Securities purchased by the Customer using CPF funds and are held by the Bank shall not be used as collateral for loans, as guarantees, or for any other credit-related purposes.

47.

The Customer acknowledges that the Bank and/or its employees may receive and retain fees, commission, profits or other benefits from a third party or otherwise in connection with any Transaction.

48.

The Customer acknowledges by entering into Transactions with the Bank that withholding tax has to be deducted from interest earnings on taxable Securities where the Customer is a nonresident for income tax purposes and where the Customer has a joint-account with a nonresident. The Customer undertakes to inform the Bank of any change in the residential status of the Customer or any joint-account holder.

49.

The Bank shall act as the Customer's agent in the Transactions unless otherwise expressly specified in a transaction advice, confirmation letter or contract note.

50.

The Customer shall notify the Bank immediately of any change in the particulars of the Customer or any account of the Customer. All communications sent by post to or delivered at the Customer's last recorded address or at any of the recorded mailing

Effective as at 1/7/2014

addresses or at the last known place of business or abode shall be deemed to have been delivered to the Customer on the day it was delivered or, if sent by post, shall be deemed to be given on the day following that on which it was posted notwithstanding the fact that the letter may be returned through the post office undelivered. 51.

In the case where the Customer had become a bankrupt, the Bank shall allow the Customer to hold the Securities until maturity or as directed by the official assignee. Thereafter the principal amount and coupon shall be refunded as follows:(a)

to the official assignee if the Customer had used cash;

(b)

to the CPF Investment Account with the Customer’s CPF Agent Bank if the Customer had used the CPF Ordinary Account; or

(c)

to the Customer’s CPF Special Account if the Customer had used the CPF Special Account.

52.

This Agreement shall be binding on the Bank and the Customer and their respective successors in title and assigns. This Agreement shall also continue to be binding on the Customer notwithstanding any change in the name or constitution of the Bank or the Customer, or the consolidation or amalgamation of the Bank or the Customer into or with any other entity (in which case this Agreement shall be binding on the successor entity).

53.

The Customer hereby consents and agrees that the Bank may without having to seek any further consent or approval from the Customer assign or transfer any or all of its rights and/or obligations hereunder or under any account to any person the Bank deems fit, or change the office through which any Transaction is booked, or through which it makes or receives payments or deliveries for the purpose of any Transaction.

54.

The Customer may not assign or transfer any of his rights and obligations under this Agreement or its proceeds or create or permit to subsist a trust over any interest in this Agreement.

55.

The Bank may amend the terms in this Agreement at any time with reasonable notice to the Customer and in such manner as it deems fit.

56.

Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained herein shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

57.

This Agreement and all Transactions in the Securities shall be governed by and construed in all respects in accordance with the Laws of the Republic of Singapore and the Customer agrees to submit to the non-exclusive jurisdiction of the courts of Singapore.

58.

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce or enjoy the benefit of any term of this Agreement.

Effective as at 1/7/2014

The Customer acknowledges that the Customer has read, understood and agreed to the terms set out above.

______________________________________

______________________________________

Signature

Signature

Name: ________________________________

Name: _______________________________

Date: _________________________________

Date: ________________________________

Effective as at 1/7/2014