Cash Securities Account / Leveraged FX Account

Step 1：

Cash Account Terms & Conditions:

Cash Account and Leveraged Foreign Exchange Trading Account Terms and Conditions 1. DEFINITION AND INTERPRETATION 1.1 In this Agreement, unless the context requires otherwise, the following expressions shall have the following meanings: "Access Codes" means together the Password and the Login Name (or any of them); "Account(s)" means one or more cash accounts or leveraged foreign exchange trading account (as the case may be) maintained by the Client with the Company from time to time for the purchase, or sale of securities and/or for effecting Foreign Exchange Transactions; "Agreement" means the written agreement between the Client and the Company regarding the opening, maintenance and operation of the Account(s) as amended from time to time, including but not limited to the Account Opening Form, Client Information Statement, Cash Account and Leveraged Foreign Exchange Trading Account Terms and Conditions and any authority given by the Client to the Company with respect to the Account(s); "Business Day" means a day on which the Company will be opened for Foreign Exchange Transactions as the Company may prescribe from time to time; "Business Hours" means the period during which on a Business Day the Company will be opened for Foreign Exchange Transaction as the Company may prescribe from time to time; "Client Money Rules" means the Securities and Futures (Client Money) Rules made by the SFC under section 149 of the Securities and Futures Ordinance as amended from time to time; "Client Securities Rules" means the Securities and Futures (Client Securities) Rules made by the SFC under section 148 of the Securities and Futures Ordinance as amended from time to time; "Client Money Standing Authority" means the client money standing authority granted by the Client to the Company in the terms set out in Clause 17 as amended from time to time; "Company" means Haitong International Securities Company Limited; "Electronic Services" means the Electronic Trading Service, the Interactive Voice Response Service and the Mobile Phone Trading Service; "Electronic Trading Service" means any facility provided by the Company which enables the Client to give electronic instructions to purchase, sell and otherwise deal with securities and/or for effecting Foreign Exchange Transactions and information services; "Foreign Exchange" means the types of currencies accepted by the Company to be traded from time to time; "Foreign Exchange Contract" means contract of Foreign Exchange Transaction entered into between the Company and the Client; "Foreign Exchange Transactions" means the sale or purchase of Foreign Exchange or Foreign Exchange Contracts (as the case may be) by the Company to or from the Client (as the case may be) for the purposes of trading in Foreign Exchange; "HKSCC" means the Hong Kong Securities Clearing Company Limited; "Interactive Voice Response Service" means a service to be provided by the Company giving the Client access to deal with securities and/or Foreign Exchange including, inter alia, functions such as account enquiry, securities and/or Foreign Exchange trade, securities and/or Foreign Exchange quote and enquiry hotline, as the Company may specify from time to time; "Login Name" means the Client's personal identification used in conjunction with the Password to gain access to the Electronic Trading Service, the Interactive Voice Response Service, the Mobile phone Trading Service and to Haitong International Mail and any other services offered by the Company; "Margin" means a deposit of money and/or securities or other property as collateral required by the Company to be placed with the Company by the Client as a guarantee of performance by the Client of all the Foreign Exchange Contracts of the Client for the time being from time to time outstanding; "Mobile Phone Trading Service" means a service to be provided by the Company in conjunction with certain mobile phone operators from time to time, using SIM Tool Kit with dedicated application for the Company, including, inter alia, functions such as account enquiry, securities trade, securities quote and enquiry hotline, as the Company may specify from time to time; "Password" means the Client's personal password(s) used in conjunction with the Login Name to gain access to the Electronic Trading Service, the interactive Voice Response Service, the Mobile Phone Trading Service and to Haitong International Mail and any other services offered by the Company; "Securities and Futures Ordinance" means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended or re-enacted from time to time; "SEHK" means The Stock Exchange of Hong Kong Limited; "SFC" means the Securities and Futures Commission; "SFC Code of Conduct" means Code of Conduct for Persons Licensed by or Registered with the SFC as amended from time to time; "Standing Order(s)" means instruction(s) given by the Client from time to time to take specified action when the conditions forming part of such instructions are met and the Client has requested the Company to carry out such instruction during Business Hours if the relevant conditions are met; "Haitong International Mail" means the secure messaging facility operated by the Company for the delivery and receipt of confirmations, statements and other notices; and "Value Date" means the date agreed or specified to settle the Foreign Exchange Transaction concerned. 1.2 In this Agreement: 1.2.1 unless the context otherwise requires, words and expressions defined in the Securities and Futures Ordinance, the Client Money Rules and the Client Securities Rules shall have the same meanings in this Agreement; 1.2.2 references to the "Client", wherever used, shall in the case where the Client(s) is/are individual(s) include the Client(s) and his/their respective executors and administrators and in the case where the Client is a sole proprietorship firm include the sole proprietor and his executors and administrators and his/their successors in the business and in the case of a partnership firm include the partners who are the partners of the firm at the time when the Client's said Account(s) is/are being maintained and their respective executors and administrators and any other person or persons who shall at any time hereafter be or have been a partner of and in the firm and his or their respective executors and administrators and the successors to such partnership business and where the Client is a company include such company and its successors; 1.2.3 references to "Group Company", in relation to the Company, includes its direct or indirect holding companies, and direct or indirect subsidiaries of itself or of such holding companies, and shall include (but not be limited to) Haitong International Nominees Company Limited, Haitong International Futures Limited, Haitong International Investment Services Limited, Haitong International Bullion Limited and Haitong International Finance Company Limited; 1.2.4 references to clauses and sub-clauses unless otherwise stated are to clauses and sub-clauses of this Agreement; 1.2.5 the headings to the clauses are for convenience only and do not affect their interpretation and construction; 1.2.6 words denoting the singular include the plural and vice versa; and 1.2.7 words importing any gender include every gender and references to persons include companies and corporations. 2. APPLICABLE RULES AND REGULATIONS 2.1 All transactions for the Account(s) shall be subject to the relevant constitution, rules, regulations, by-laws, customs and usages, as amended from time to time, of SEHK, or such other stock exchanges or markets or over-the-counter markets ("Exchange(s)") and the HKSCC or such other clearing houses in or outside Hong Kong ("Clearing House(s)") and of the laws of Hong Kong and other places in which the Company is dealing on the Client's behalf, as amended from time to time. 2.2 The Rules of SEHK and the HKSCC, in particular those rules which relate to trading and settlement, shall be binding on both the Company and the Client in respect of transactions concluded on the instructions of the Client. 3. SERVICES 3.1 The Client hereby instructs and authorizes the Company to open and maintain in its book one or more Account(s) in the name of the Client for the purpose of purchasing, investing in, selling, exchanging or otherwise disposing of and generally dealing in and with all kinds of securities in accordance with the terms and conditions of this Agreement from time to time. Unless otherwise indicated by the Company or specified in this Agreement (In the contract note for the relevant transaction or otherwise), the Company shall act as agent for the Client in effecting transactions pursuant to this Agreement. 3.2 All transactions for the Account(s) may be effected by the Company directly on any Exchanges where the Company is authorized to deal in securities, or, at its option, "on any Exchanges indirectly through any other broker which the Company may, at its discretion, decide to appoint. 3.3 Where any securities are held in the Company's name, the name of any associated entity of the Company or the name of any nominee of the Company in accordance with Clause 10.1, the Company will not attend any meeting or exercise any voting or other rights including the completion of proxies except in accordance with written instructions of the Client. Nothing in this Agreement shall in any way impose on the Company any duty to inform the Client or to take any action with regards the attendance of meetings and to vote at such meetings. The Company has no duty in respect of notices, communications, proxies and other documents relating to the securities received by the Company or to send such documents or to give any notice of the receipt of such documents to the Client. The Company has the right to charge the Client for its services in taking any action pursuant to the Client's Instruction. 4. INSTRUCTIONS AND DEALING PRACTICE 4.1 The Company is hereby authorized to act upon the instructions of the Client to deposit, purchase and/or sell securities and/or for effecting Foreign Exchange Transactions for the Account(s) and otherwise deal with securities, receivables or monies held in or for the Account(s) subject to the Client Money Rules and the Client Securities Rules. 4.2 The Client will operate his Account(s) by giving orders himself or if the Client will operate his Account by appointing another person to give orders on his behalf, then the Client will provide the Company with the name and address of the person appointed, to be accompanied by an appointment in writing. 4.3 None of the Company's employees or representatives shall accept appointment by the Client as agent to operate the Client's Account unless a separate agreement is entered into in accordance with Schedule 6 of the SFC Code of Conduct. 4.4 All instructions shall be given by the Client orally either in person or by telephone, or in writing, delivered by post, by hand, by e-mail using Haitong International Mail or otherwise, or by facsimile transmission or through any of the Electronic Services in accordance with the provisions of Clause 18 or by any other means acceptable to the Company. All orders and instructions in respect of Foreign Exchange Contracts given by telephone, in writing or otherwise will only be valid and effective if received by the Company within the Business Hours on a Business Day. 4.5 The Company shall be entitled to rely on any instructions, directions, notices or other communication which the Company reasonably believes to be from a person authorised to act on the Client's behalf and the Client shall be bound by such communication. The Client agrees to indemnify the Company and hold the Company harmless from and against all losses, costs and expenses (including legal costs) reasonably and properly incurred by the Company in reliance thereupon. 4.6 The Company may record all telephone conversations with the Client in order to verify the instructions of the Client. The Client agrees to accept the contents of any such recording as final and conclusive evidence of the instructions of the Client in case of dispute. 4.7 Notwithstanding anything herein contained, the Company shall be entitled, at its absolute discretion, to refuse to act on any of the Client's instructions and/or to refuse to accept any order for sale or purchase of Foreign Exchange from the Client and shall not be obliged to give any reason for such refusal. In particular and without prejudice to Clause 6.1, the Company may refuse to act on an instruction of the Client if at the time of such instruction, there are insufficient securities or, as the case may be, monies in the Account(s) in order to effect settlement of the relevant transaction on the due settlement date. The Client agrees that the Company may take the opposite position to a Client's order either for its own account or for the account of others. No failure on the part of the Company to execute any instruction or order given by the Client for the sale or purchase of Foreign Exchange shall give rise to any claim by the Client against the Company. 4.8 By reason of physical restraints on the Exchanges and rapid changes in the prices of securities that frequently take place, there may, on occasions, be a delay in quoting prices or in dealing. The Company may not after using reasonable endeavors be able to trade at the prices quoted at any specific time. The Company is not liable for any loss arising by reason of its falling, or being unable, to comply with any terms of the Client's instructions. Where the Company is unable after using reasonable endeavors to execute any instruction in full, the Company is entitled to effect partial performance only without prior reference to the Client's confirmation. The Client shall in any event accept and be bound by the outcome when any request to execute orders is made. 4.9 Any day order for purchase or sale of securities placed by the Company at the request of the Client that has not been executed before the close of business of the relevant Exchange or such other expiration date required by the relevant Exchange or such other later time as the Client and the Company may agree shall be deemed to have been cancelled automatically (to the extent not executed if executed in part). 4.10 The Company may, for the purpose of carrying out any instruction given by the Client, contract with or otherwise deal with or through any other agent, including any person or party associated in any manner with the Company, on such terms and conditions as the Company may in its absolute discretion determine. 4.11 The Company may decline to act on any instructions from the Client to effect any order which, in the Company's sole judgement, is an order for short selling any securities. 4.12 The Client acknowledges that due to the trading practices of the Exchanges or other markets in which transactions are executed, It may not always be able to execute orders at the prices quoted "at best" or "at market" and the Client agrees in any event to be bound by transactions executed by the Company following instructions given by the Client. 4.13 Subject to applicable laws and regulations and market requirements, the Company may in its absolute discretion determine the priority in the execution of its clients' orders, having due regard to the sequence in which such orders were received, and the Client shall not have any claim of priority to another client in relation to the execution of any order received by the Company. 5. TRADING RECOMMENDATIONS 5.1 The Client acknowledges and agrees that the Client retains full responsibility for all trading decisions in the Account(s) and the Company is responsible only for the execution, clearing, and carrying out of transactions in the Account(s); that the Company has no responsibility or obligation regarding any conduct, action, representation or statement of any introducing firm, investment advisor or other third party in connection with the Account(s) or any transaction therein, and that any advice or information provided by the Company, its employees or agents, whether or not solicited, shall not constitute an offer to enter into a transaction and the Company shall be under no liability whatsoever in respect of such advice or information. 6. SETTLEMENT 6.1 Unless otherwise agreed, in respect of each sale and purchase transaction executed on the Client's behalf, unless the Company is already holding cash or securities on the Client's behalf to settle the transaction, the Client will: 6.1.1 pay the Company cleared funds or deliver to it securities in deliverable form; or 6.1.2 otherwise ensure that the Company has received such funds or securities; by such time as the Company has notified (whether verbally or in writing) the Client in relation to the relevant transaction. 6.2 Unless otherwise agreed, the Client agrees that should the Client fail to make such payment or delivery of securities by the due date as mentioned in Clause 6.1, the Company is hereby authorized to: 6.2.1 in the case of a purchase transaction, to transfer or sell any such purchased securities to satisfy the Client's obligations to the Company; or 6.2.2 in the case of a sale transaction, to borrow and/or purchase such securities to satisfy the Client's obligations to the Company. 6.3 The Client hereby acknowledges that the Client shall be responsible to the Company for any loss, costs, fees and expenses incurred by the Company in connection with the Client's failure to meet his obligations by the due date as described in Clause 6.1 7. COMMISSIONS AND EXPENSES 7.1 All transactions executed in pursuance of the instructions of the Client on the Exchanges shall be subject to a transaction levy and any other levies that the relevant Exchange from time to time may impose. The Company is authorized to collect any such levies in accordance with the rules prescribed by the relevant Exchange from time to time. 7.2 The Client shall on demand pay the Company commissions on purchases, sales and other transactions or services for the Account(s) at such rate as the Company may from time to time have notified him, together with all stamp duties, bank charges, transfer fees, interest, custodial expenses and other expenses in respect of or connected with the Account(s) or any transaction or services thereof or any securities therein. 7.3 The Company shall, at its absolute discretion, be entitled to solicit, accept and retain any benefit in connection with any transaction effected with any person for the Client pursuant to the terms and subject to the conditions of this Agreement, including any commissions, rebates or similar payments received in connection therewith, and rebates from standard commissions charged by brokers or other agents to their clients. The Company shall also, at its absolute discretion be entitled to offer any benefit in connection with any transaction effected with any person for the Client pursuant to the terms and subject to the conditions of this Agreement, including any benefit relating to commissions or similar payments in connection therewith. 8. INTEREST 8.1 Unless otherwise indicated, the Client undertakes to pay interest to the Company in respect of any debit balance on the Account(s) or any amount otherwise owing to the Company at any time at such rate as may be specified from time to time by the Company or failing any such specification at a rate equivalent to (3) three per cent per annum above the best lending rate quoted by The Hongkong and Shanghai Banking Corporation Limited from time to time. Such interest shall accrue on a dayto- day basis and shall be payable on the last day of each calendar month or upon any demand being made by the Company. 9. FOREIGN CURRENCY TRANSACTIONS 9.1 The Account(s) shall be in Hong Kong Dollars or such other currencies as the Company may agree from time to time and in the event that the Client instructs the Company to effect any sale or purchase of securities or Foreign Exchange Contracts in a currency other than Hong Kong Dollars, any profit or loss arising as a result of fluctuation in the exchange rate of the relevant currencies will be for the account of the Client solely. Any conversion from one currency into another required to be made for performing any action or step taken by the Company under this Agreement may be effected by the Company in such manner and at such time as it may in its absolute discretion decide. 9.2 All payments to be made by the Client to the Company in a currency other than Hong Kong Dollars shall be in freely transferable and immediately available funds clear of any taxes, charges or payments of any nature when received by the Company. 10. SECURITIES IN THE ACCOUNT(S) 10.1 The Client specifically authorizes the Company, in respect of all securities deposited by the Client with the Company or purchased or acquired by the Company on behalf of the Client, and held by the Company for safe keeping, to register the same in the name of an associated entity of the Company or in the Client's name, or deposit in safe custody in a segregated account which is designated as a trust account or client account and established and maintained in Hong Kong by the Company or an associated entity of the Company with an authorized financial institution, an approved custodian or another intermediary licensed for dealing in securities. 10.2 Any securities held by the Company, any associated entity of the Company, banker, institution, custodian or intermediary pursuant to Clause 10.1 shall be at the sole risk of the Client and the Company and the relevant associated entity, banker, institution, custodian and intermediary shall be under no obligation to insure the Client against any kind of risk, which obligation shall be the sole responsibility of the Client. 10.3 If in relation to any securities deposited with the Company which are not registered in the Client's name, any dividends or other distributions or benefits accrue in respect of such securities, the Account(s) shall be credited (or payment made to the Client as may be agreed) with the proportion of such benefit equal to the proportion of the securities held on behalf of the Client out of the total number or amount of such securities. 10.4 If in relation to any securities deposited with the Company but which are not registered in the name of the Client, and loss is suffered by the Company, the Account(s) may be debited (or payment made by the Client as may be agreed) with the proportion of such loss equal to the proportion of the securities held on behalf of the Client out of the total number or amount of such securities. 10.5 Except as provided in Clauses 6.2 and 10.6, the Company shall not, without the Client's oral or written direction or standing authority under the Client Securities Rules, deposit, transfer, lend, pledge, re-pledge or otherwise deal with any securities of the Client for any purpose. 10.6 The Company is authorised, pursuant to section 6(3) of the Client Securities Rules, to dispose or initiate a disposal by its associated entity of any of the Client's securities or securities collateral (and the Company shall have absolute discretion to determine which securities or securities collateral are to be disposed of) for the purpose of settling any liability owed by or on behalf of the Client to the Company, the associated entity or a third person. 10.7 The Company's obligations to deliver, to hold in safe custody or otherwise or to register in the Client's name, securities purchased or acquired by the Company on the Client's behalf shall be satisfied by the delivery, the holding or registration in the Client's name or the Client's nominee of securities of the same class, denomination and nominal amount as, and rank pari passu with, those originally deposited with, transferred to or acquired by the Company on the Client's behalf (subject always to any capital reorganization which may have occurred in the meantime) and the Company shall not be bound to deliver or return securities which are identical with such securities in terms of number, class denomination, nominal amount and rights attached thereto. 11. MONIES IN THE ACCOUNTS) 11.1 The Company shall be entitled to deposit all monies held in the Account(s) and all monies received for or on the account of the Client with one or more segregated account(s) in Hong Kong, each of which shall be designated as a trust account or client account, at one or more authorized financial institution(s) or any other person approved by the SFC for the purposes of section 4 of the Client Money Rules, Unless otherwise agreed between the Client and the Company, any interest accrued on such monies shall belong to the Company absolutely. 12. NEW LISTING OF SECURITIES 12.1 In the event that the Client requests and authorises the Company to apply for securities in respect of a new listing and/or issue of securities on the Exchange as his agent and for his benefit or for the benefit of any other person, the Client hereby warrants to and for the Company's benefit that the Company have authority to make such application on the Client's behalf. 12.2 The Client shall familiarise himself and comply with all the terms and conditions governing the securities of the new listing and/or issue and the application for such new securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with the Company. 12.3 The Client hereby gives to the Company all the representations, warranties and undertakings which an applicant for securities in a new listing and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant securities, the SEHK or any other relevant regulator or person). 12.4 The Client hereby further declares and warrants, and authorises the Company to disclose and warrant to SEHK on any application form (or otherwise) and to any other person as appropriate, that any such application made by the Company as his agent is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by the Company and by the issuer, sponsors, underwriters or placing agents of the relevant securities, SEHK or any other relevant regulator or person in respect of any application made by the Company as the Client's agent. 12.5 The Client acknowledges that 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 exercises statutory control shall be deemed to be an application made for the benefit of the Client. 12.6 The Client recognises and understands that the legal, regulatory requirements and market practice in respect of applications for securities may vary from time to time as may the requirements of any particular new listing or issue of securities. The Client undertakes to provide to the Company such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as the Company may in the Company's absolute discretion determine from time to time. 12.7 In relation to a bulk application to be made by the Company or the Company's agent on the Company's own account and/or on behalf of the Client and/or the Company's other clients, the Client acknowledges and agrees: 12.7.1 that such bulk application may be rejected for reasons which are unrelated to the Client and the Client's application and neither the Company nor the Company's agent shall, in the absence of fraud, negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and 12.7.2 to indemnify the Company in accordance with Clause 21 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors. 13. LEVERAGED FOREIGN EXCHANGE TRADING 13.1 The provisions in other parts of this Agreement will apply to leveraged foreign exchange trading (except provisions relating to Client Securities Standing Authority) in addition to provisions set out in this Clause 13. If there is any conflict between other parts of this Agreement in relation to Foreign Exchange Transactions and this Clause 13, this Clause 13 shall prevail. 13.2 The Client agrees to maintain such Margin and shall on demand pay such additional Margin by means of cash, securities or in such form and/or amounts and within such time as may be determined by the Company to be payable by the Client or by the Company on the Client's behalf in respect of such Margin or any other payment in connection with any transaction in Foreign Exchange Contracts (notwithstanding that the Value Date thereof has expired) entered into on the Client's behalf (or entered into with the Client) (as the case may be) under the terms of this Agreement. 13.3 The time for payment of any Margin is of the essence and if no other time is stipulated by the Company when making a demand then the Client is required to comply with such demand before the expiry of two hours from the time of making the demand (or more quickly if required by the Company to do so). The Client also agrees to pay immediately in full and on demand any amount owing with respect to any of the Company's accounts. All initial and subsequent deposits and payments for Margin and other purposes shall be made in cleared funds and in such currency and in such amounts as the Company may in its sole discretion require. 13.4 Notwithstanding Clauses 13.2 and 13.3, in the event that it is, in the sole opinion of the Company, impracticable for the Company to make demands for additional Margin pursuant to Clause 13.2, including but without limitation, if the impracticality is due to a change or development involving a prospective change: 13.4.1 in the local, national or international monetary, financial, economic or political conditions or foreign exchange controls which has resulted or is in the opinion of the Company likely to result in a material or adverse fluctuation in the stock market, currency market, commodities or futures market in Hong Kong and/or overseas; or 13.4.2 which is or may be of a material adverse nature affecting the condition or operations of the Client, the Company shall be deemed to have made Margin calls for such form and/ or amounts as the Company may determine and such Margin shall become immediately due and payable by the Client. 13.5 The Company shall be entitled to revise Margin requirements from time to time in its absolute discretion. No previous Margin requirements shall establish a precedent and revised requirements once established shall apply to existing positions as well as to the new positions in the contracts affected by such revision. 13.6 For the avoidance of doubt, failure by the Client to meet Margin calls made by the Company by the time prescribed by the Company or otherwise or any other accounts payable hereunder shall give the Company the right (without prejudice to other rights) to close the Account(s) and/or to close out any position in the Account(s) (as the case may be) without notice to the Client and to apply the proceeds and any cash deposit(s) to pay the Company all outstanding balances owing to the Company. Any monies remaining after that application shall be refunded to the Client. 13.7 Nothing in this Agreement shall be construed as taking away or affecting any lawful claim, lien or other rights and remedies which the Company may have in respect of any money held in any bank account pursuant to Clause 11 or in respect of any money received or paid into such bank account. 13.8 For the avoidance of doubt, if a debit balance arises on any of the Client's Account(s), the Company shall not be, nor shall the Company be deemed to be, obliged to make available or continue to make available any financial accommodation. In particular, but without limitation, the fact that the Company permits a debit balance to arise in any Account(s) so debited shall not imply any obligation on the part of the Company to advance monies or incur any obligation on the Client's behalf on any subsequent occasion, but without prejudice to the obligations of the Client in respect of any debit balance which the Company does permit to arise. 13.9 The Client shall not be permitted to enter into new Foreign Exchange Contracts (other than the Foreign Exchange Contracts which will have the result of reducing the Client's gross open position) between the time a shortfall of Margin shall have occurred under Clause 13.2 and the time when such a shortfall shall have been satisfied. 13.10 The Client expressly acknowledges that rates for Foreign Exchange may fluctuate in a very short period of time and agrees that any rate quoted by the Company whether verbally, by telephone or otherwise shall not be binding on the Company. 13.11 For any Foreign Exchange Contract entered into by telephone, the contract shall be deemed to be concluded at the time of the relevant telephone conversation. 13.12 Standing Orders may be placed by the Client with the Company by instructions given in accordance with Clause 44. The Client agrees that a Standing Order will only be carried out by the Company during the Business Hours on the day on which the Standing Order is accepted by the Company and it will automatically lapse by the close of business of the day if no Foreign Exchange Contract is concluded thereto. The decision of the Company shall be final in respect of the rate at which the order is executed. 13.13 The Company shall enter into Foreign Exchange Contracts as principal unless it notifies the Client otherwise. The Client agrees that: 13.13.1 any profit or loss arising as a result of a fluctuation in the exchange rate affecting the Foreign Exchange in any Foreign Exchange Transaction will be entirely for the account and risk of the Client; 13.13.2 subject to the applicable laws and regulations, all Margin shall be made in such currency and in such amounts as the Company may, at the sole discretion of the Company, require, and 13.13.3 when such Foreign Exchange Contract is closed out, the Company shall either debit or credit (as the case may be) the Account in the currency in which such Account is denominated at an exchange rate (where the relevant Foreign Exchange Contract is denominated in currency other than that of the Account) determined by the Company at the sole discretion of the Company on the basis of the then prevailing money market rates of exchange between such currencies. 13.14 In the event of a profit for the account of the Client resulting from Foreign Exchange Transactions carried out by the Company with the Client, the Company shall credit such amount of profit in the Account. In the event of a loss for the account of the Client resulting from Foreign Exchange Transactions carried out by the Company with the Client, the Company shall debit such amount of loss in the Account. Such profit or loss as referred to above shall be determined by the Company with reference to the criteria set out in Clause 13.19 and shall be conclusive. 13.15 On each Value Date of a Foreign Exchange Contract, or upon closing out of a Foreign Exchange Contract, neither the Client nor the Company shall be required to effect actual delivery of the Foreign Exchange agreed to be delivered pursuant to the Foreign Exchange Contract. The Client may take actual delivery of the Foreign Exchange provided that it has given [written] notice to the Company at least two Business Days' before the date of actual delivery. If the Client has requested for actual delivery of the Foreign Exchange, it will be subject to a charge as stipulated by the Company from time to time. The Client may close out any outstanding position (notwithstanding that the Value Date of the Foreign Exchange Contract has expired) by liquidating contracts at any time. Any profit due to the Client shall be credited, and any loss from the Client shall be debited to the Account. If the balance of the Margin is insufficient to cover any amount debited to the Account, the Client undertakes to repay the Company immediately on demand such amount together with interest thereon at such rate as the Company may determine in its absolute discretion. 13.16 Interest shall be paid by the Company and the Client to each other as follows from and including the Value Date up to but excluding the date of the liquidation of the Foreign Exchange Contract concerned. 13.16.1 from the Client to the Company in the currency of and on the amount due at the prevailing debit interest rate of the currency concerned as specified by the Company from time to time; and 13.16.2 from the Company to the Client in the currency of and on the amount due at the prevailing credit interest rate of the currency concerned as specified by the Company from time to time. All interest as provided above shall be accrued on the actual number of days elapsed in a year of 365 days in case of Hong Kong dollars and in a year of 360 days in case of currencies other than Hong Kong dollars and be credited or charged monthly to the Account. An amount payable under these terms and conditions which is not paid when due shall bear interest from the due date to the date of actual payment at a rate as determined by the Company from time to time. 13.17 Where the Company exercises its rights as provided in Clause 14 and close out all or any outstanding positions in the Client's Account with the Company, the closing out shall be effected by the Company making liquidating contracts for an amount of Foreign Exchange as is sufficient to close out the said outstanding positions and the Client irrevocably appoints the Company as its agent. The Company shall exercise its own judgement in deciding the prices at which the Foreign Exchange Contracts are liquidated. Subject to the applicable laws and regulations, the Company may in its entire discretion close out Foreign Exchange Contracts either on a single or a collective basis. 13.18 Employees and representatives of the Company may be allowed to trade contracts on their own account pursuant to the policy established under paragraph 12.2 (a) of the SFC Code of Conduct. 13.19 The Company shall determine the prices of Foreign Exchange for the purposes of marking to market the Client's open positions from time to time during the Business Hours by reference to the current prices as quoted by a reputable financial information services organisation. 13.20 The Client agrees that the Client may be affected by any curtailment of, or restriction on, the capacity of the Company to trade in respect of open positions as a result of action taken by the SFC under applicable rules and regulations or for any other reason, and that in such circumstances, the Client may be required to reduce or close out his open positions with the Company 13.21 The Client agrees that any dispute between the Company and the Client in respect of matters relating to leveraged foreign exchange trading will be referred to arbitration in accordance with the Securities and Futures (Leveraged Foreign Exchange Trading - Arbitration) Rules. 14. EVENT OF DEFAULT 14.1 Any one of the following events shall constitute an event of default ("Event of Default"): 14.1.1 the Client's failure to pay any deposits, Margins or any other sums payable to the Company or submit to the Company any documents or deliver any securities to the Company hereunder, when called upon to do so or on due date; 14.1.2 default by the Client in the due performance of any of the terms of this Agreement and the observance of any by-laws, rules and regulations of the appropriate Exchanges and/or Clearing Houses; 14.1.3 the filing of a petition in bankruptcy, winding up or the commencement of other analogous proceedings against the Client; 14.1.4 the death of the Client (being an individual); 14.1.5 the levy or enforcement of any attachment, execution or other process against the Client; 14.1.6 any representation or warranty made by the Client to the Company in this Agreement or in any document being or becoming incorrect or misleading; 14.1.7 any consent, authorization or board resolution required by the Client (being a corporation or a partnership) to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect; 14.1.8 the occurrence of any event which, in the sole opinion of the Company, might jeopardize any of its rights under this Agreement; 14.1.9 the Company has made at least two attempts to demand from the Client any Margin, but, for whatever reason, has not been able to communicate directly with the Client; 14.1.10 the receipt by the Company of notice of any dispute as to the validity of any order or instruction from the Client and/or any Foreign Exchange Contract; 14.1.11 the continued performance of any of the Foreign Exchange Contract and/or the continued performance of this Agreement becomes illegal or claim by any government authority to be illegal; 14.1.12 if at any time the prevailing rate of exchange applicable to the currency concerned under any Foreign Exchange Contract shall have moved adversely to the position of the Client and if the Company determines that the Margin that the Client has deposited with the Company is inadequate; and 14.1.13 if at any time the value of the Foreign Exchange Contracts falls below the liquidation Margin level as prescribed by the Company from time to time. 14.2 If an Event of Default occurs, without prejudice to any other rights or remedies that the Company may have against the Client and without further notice to the Client, the Company shall be entitled to: 14.2.1 immediately close the Account(s); 14.2.2 terminate all or any part of this Agreement; 14.2.3 cancel any or all outstanding orders or any other commitments made on behalf of the Client; 14.2.4 close any or all contracts between the Company and the Client, close any or all Foreign Exchange Contracts, cover any short position of the Client through the purchase of securities on the relevant Exchange(s) or, subject to Clauses 10.5 and 10.6, liquidate any long position of the Client through the sale of securities on the relevant Exchange(s); 14.2.5 subject to Clauses 10.5 and 10.6, dispose of any or all securities held for or on behalf of the Client and to apply the proceeds thereof and any cash deposit(s) to settle all outstanding balances owing to the Company; and 14.2.6 combine, consolidate and set-off any or all accounts of the Client in accordance with Clause 16. 14.3 In the event of any sale or liquidation pursuant to this Clause: 14.3.1 the Company shall not be responsible for any loss occasioned thereby howsoever arising if the Company has already used reasonable endeavors to sell or dispose of the securities and/or to close out or liquidate any Foreign Exchange Contract or any part thereof at the then available market price; 14.3.2 the Company will exercise its own judgement in determining the time to sell or dispose of the securities and/or to close out or liquidate any Foreign Exchange Contract or any part thereof and the Company shall not be responsible for any loss occasioned thereby; 14.3.3 the Company shall be entitled to appropriate to itself or sell or dispose of the securities and/or to close out or liquidate any Foreign Exchange Contract or any part thereof at the current price to any of the Company's Group Companies without being in any way responsible for loss occasioned thereby howsoever arising and without being accountable for any profit made by the Company and/or any of the Company's Group Companies; and 14.3.4 the Client undertakes to pay to the Company any deficiency if the net proceeds of sale or net proceeds of liquidation shall be insufficient to cover all the outstanding balances owing by the Client to the Company. 15. PROCEEDS OF SALE 15.1 Subject to Clauses 10.5 and 10.6, the proceeds of sale or liquidation of the Account(s) made under Clause 14 shall be applied in the following order of priority and any residue shall be paid to the Client or to his/its order: 15.1.1 payment of all costs, charges, legal fees and expenses including stamp duty, commission and brokerage properly incurred by the Company in transferring and selling all or any of the securities or properties in the Account(s) or in perfecting title thereto: 15.1.2 payment of all interest due; 15.1.3 payment of all monies and liabilities due, owing or incurred by the Client, to the Company; 15.1.4 payment of all monies and liabilities due, owing or incurred by the Client to any of the Company's Group Companies. 15.2 Subject to the Client Money Rules, any dividends, interest or other payments which may be received or receivable by the Company in respect of any of the securities may be applied by the Company as though they were proceeds of sale hereunder notwithstanding that the power of sale may not have arisen and notwithstanding that subsequent to the execution of this Agreement the Company may have paid any of the said dividends, interest or other payments to the Client. 16. SET-OFF, LIEN AND COMBINATION OF ACCOUNTS 16.1 In addition and without prejudice to any general liens, rights of set-off or other similar rights to which the Company may be entitled under law or this Agreement, all securities, receivables monies (in any currency) and other property of the Client (held by the Client either individually or jointly with others) held by or in the possession of the Company at any time shall be subject to a general lien in favor of the Company as continuing security to offset and discharge all of the Client's obligations, arising from the business of dealing in securities or otherwise, to the Company and any of the Company's Group Companies, including but not limited to Haitong International Nominees Company Limited, Haitong International Futures Limited. Haitong International Bullion Limited, Haitong International Investment Services Limited and Haitong International Finance Company Limited. 16.2 In addition and without prejudice to any general liens or other similar rights which the Company may be entitled under law or this Agreement and subject to applicable rules and regulations, including without limitation, the Client Money Rules and the Client Securities Rules, the Company for itself and as agent for any of the Company's Group Companies, at any time without notice to the Client, may combine or consolidate any or all accounts, of any nature whatsoever and either individually or jointly with others, with the Company or any of the Company's Group Companies and the Company may set off or transfer any monies (in any currency) securities or other property in any such accounts to satisfy obligations or liabilities of the Client to the Company or any of the Company's Group Companies, whether such obligations and liabilities are actual or contingent, primary or collateral, secured or unsecured, or joint or several, 16.3 Without limiting or modifying the general provisions of this Agreement and subject to applicable rules and regulations, including without limitation, the Client Money Rules and the Client Securities Rules, the Company may, without notice, transfer all or any sum or properties interchangeably between any of the accounts maintained at any time by the Client with the Company and any of the Company's Group Companies. 17. CLIENT MONEY STANDING AUTHORITY 17.1 The Client Money Standing Authority covers money held or received by the Company in Hong Kong (including any interest derived from the holding of the money which does not belong to the Company) in one or more segregated account(s) on the Client's behalf ("Monies"). 17.2 The Client authorizes the Company to: 17.2.1 combine or consolidate any or all segregated accounts, of any nature whatsoever and either individually or jointly with others, maintained by the Company or any of the Company's Group Companies and the Company may transfer any sum of Monies to and between such segregated account(s) to satisfy the Client's obligations or liabilities to the Company or any of the Company's Group Companies, whether such obligations and liabilities are actual or contingent, primary or collateral, secured or unsecured, or joint or several; and 17.2.2 transfer any sum of Monies interchangeably between any of the segregated accounts maintained at any time with the Company or any of the Company's Group Companies. 17.3 The Client acknowledges and agrees that the Company may do any of the things mentioned in Clause 17.2 without giving the Client notice. 17.4 The Client Money Standing Authority is given without prejudice to other authorities or rights which the Company or any of the Company's Group Companies may have in relation to dealing in Monies in the segregated accounts. 17.5 The Client Money Standing Authority shall be valid for a period of 12 months from the date of this Agreement, subject to renewal by the Client or deemed renewal under the Client Money Rules as referred to in Clause 17.7. 17.6 The Client Money Standing Authority may be revoked by giving the Company written notice addressed to the Customer Service Department at the Company's address specified in the Account Opening Form or such other address which the Company may notify the Client in writing for this purpose. Such notice shall take effect upon the expiry of 14 days from the date of the Company's actual receipt of such notice. 17.7 The Client understands that the Client Money Standing Authority shall be deemed to be renewed on a continuing basis without the Client's written consent if the Company issues the Client a written reminder at least 14 days prior to the expiry date of the Client Money Standing Authority, and the Client does not object to such deemed renewal before such expiry date. 18. ELECTRONIC SERVICES 18.1 Unless otherwise specified, this Clause is made without prejudice and in addition to all the other provisions in this Agreement. 18.2 The Company may provide the Client with Electronic Services, and the Client hereby requests the provision of such services, upon the terms and conditions as embodied in this Agreement, as modified, amended or expanded by any notice, letter, publication or such other document as may be issued from time to time by the Company. 18.3 The Client may from time to time instruct the Company, acting as the Client's agent, to deposit, purchase and/or sell securities for the Account(s) or otherwise deal with securities, receivables or monies on behalf of the Client through the Electronic Services. 18.4 The Client agrees that the Client shall be the only authorised user of the Electronic Services under this Agreement. The Client shall be wholly and solely responsible for the confidentiality security and use of the Access Codes issued to the Client by the Company. 18.5 The Client acknowledges and agrees that the Client shall be wholly and solely responsible for all instructions entered through the Electronic Services. The Client further acknowledges that the Electronic Services, Haitong International Mail, the Company's website, and the software comprised in them, are proprietary to the Company. The Client undertakes and warrants that the Client shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer, damage, destroy or otherwise alter in any way, and shall not attempt to gain unauthorised access to, any part of the Electronic Services, Haitong International Mail, the Company's website, and any of the software comprised in them. The Client agrees that the Company shall be entitled to close any or all of the Account(s) immediately without notice to the Client, and the Client acknowledges that the Company may take legal action against the Client, if the Client at any time breaches this warranty and undertaking or if the Company at any time reasonably suspects that the Client has breached the same. The Client undertakes to notify the Company immediately if the Client becomes aware that any of the actions described above in this paragraph is being perpetrated by any other person. 18.6 As and when the Company allows the Client to open an Account on-fine with the Company in addition to completing and returning this Agreement through the internet, the Client agrees to return to the Company the hard copy of this Agreement (including the Account Opening Form, the Client Information Statement, applicable Risk Disclosure Statement and any authority given by the Client to the Company with respect to the Account(s)) duly completed and executed. 18.7 Unless otherwise agreed between the Company and the Client, the Company will not execute any trading orders of the Client until there are sufficient cleared funds, securities or other assets acceptable to the Company in the Client's Account(s) to settle the Client's transactions and upon receipt of the documents as stated in Clause 18.6. 18.8 The Company will not be deemed to have received the Client's instructions or have executed the Client's orders unless and until the Client is in receipt of the Company's message acknowledging receipt or confirming execution of the Client's orders, either electronically or by hard copy. 18.9 The Client acknowledges and agrees that, as a condition of using the Electronic Services to give instructions, the Client shall immediately notify the Company if: 18.9.1 an instruction has been placed through the Electronic Services and the Client has not received an instruction number or has not received an accurate acknowledgement of the instruction or of its execution (whether by hard copy, electronic or verbal means); 18.9.2 the Client has received acknowledgement (whether by hard copy, electronic or verbal means) of a transaction which the Client did not instruct or any similar conflict; 18.9.3 the Client becomes aware of any of the acts stated in Clause 18.5 being done or attempted by any person; 18.9.4 the Client becomes aware of any unauthorised use of the Client's Access Codes; 18.9.5 the Client has difficulties with regard to the use of the Electronic Services; or 18.9.6 the Client has lost the SIM Card. 18.10 The Client agrees to review every order before entering it as it may not be possible to cancel the Client's instructions once given. 18.11 The Client agrees that the Company shall not be liable for any loss or damage the Client or any other person may suffer as a result of using or attempting to use the Electronic Services unless such loss or damage are caused by wilful default or gross negligence on the part of the Company. The Client further undertakes to indemnify the Company, on a full indemnity basis, on demand, for any loss or damage the Company may suffer as a result of the use of the Electronic Services, except to the extent that such loss or damage is outside the Client's control. 18.12 The Client acknowledges and agrees that if the mode of communication used by the Client in the course of the Electronic Services becomes temporarily unavailable, the Client can during such period continue to operate the relevant Account subject to the right of the Company to obtain such information regarding the verification of the Client's identity as it may from time to time think fit. 18.13 The Client acknowledges that Exchanges and certain associations may assert proprietary interests and rights over all market data they furnish to parties who disseminate such data and agrees not to do any act which would constitute any infringement or encroachment of such rights or interests. The Client also understands that the Company does not guarantee the timeliness, sequence, accuracy or completeness of market data or any market information (including any information provided to the Client through the Electronic Services). The Company shall not be liable in any way for any loss arising from or caused by (1) any inaccuracy, error in or omission from any such data, information or message, (2) any delay in the transmission or delivery thereof; (3) any suspension or congestion in communication; (4) any unavailability or interruption of any such data, message or information whether due to any act of the Company, or (5) by any forces beyond the control of the Company. 19. RISK DISCLOSURE STATEMENTS 19.1 The Client acknowledges that 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. This is a risk that the Client is prepared to accept. 19.2 The Client acknowledges that 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 acknowledges and understands that he 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. The Client acknowledges and understands that 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. This sub-clause does not purport to disclose all the risks and other significant aspects of GEM. The Client understands and acknowledges that he should undertake his own research and study on the trading of securities on GEM before commencing any trading activities, and that he should seek independent professional advice if he is uncertain of or has not understood any aspect of this sub-clause or the nature and risks involved in trading of GEM stocks. 19.3 The Client acknowledges that client assets received or held by the Company 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 the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong. 19.4 The Client also acknowledges that there are risks in leaving securities in the custody of the Company, its associated entities or its agents. For example, if the Company is holding the Client's securities and becomes insolvent, the Client may experience significant delay in recovering securities. These are risks that the Client is prepared to accept. 19.5 The Client also understands and acknowledges the followings: 19.5.1 There is a risk if the Client provides the Company with an authority that allows it to apply 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. 19.5.2 If the Client's securities or securities collateral are received or held by the Company 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. 19.5.3 Additionally, the Client's authority may be deemed to be renewed (i.e. without the Client's consent) if the Company 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 then existing authority. 19.5.4 The Client is not required by any law to sign the authorities referred to in Clause 19.5.2 But an authority may be required by the Company, for example, to facilitate margin lending to the Client or to allow the Client's securities or securities collateral to be loaned to or deposited as collateral with third parties. The Company should explain to the Client the purposes for which one of these authorities is to be used. 19.5.5 If the Client signs one of these authorities referred to in Clause 19.5.2 above 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 Company is responsible to the Client for the Client's securities or securities collateral lent or deposited under the authority, a default by it could result in the loss of Client's securities or securities collateral. 19.5.6 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 his securities or securities collateral to be lent or pledged, the Client should not sign the authorities referred to in Clause 19.5.2 above and should ask to open this type of cash account. 19.6 If the Company commits a default as defined in Part XII of the Securities and Futures Ordinance and a qualifying client thereby suffers a pecuniary loss, the qualifying client shall have a right to claim under the compensation fund established under the Securities and Futures Ordinance, subject to the terms of the compensation fund from time to time. The qualifying client's right to claim under the compensation fund shall be restricted to the extent provided for in the Securities and Futures Ordinance and its rules and regulations. 19.7 The Client acknowledges and accepts that if he undertakes transactions on an electronic trading system, he will be exposed to risks associated with the system including the failure of hardware and software, and that the result of any system failure may be that his order is either not executed according to his instructions or is not executed at all. 19.8 The Client acknowledges and accepts that due to unpredictable traffic congestion and other reasons, electronic transmission may not be a reliable medium of communication, that transactions conducted via electronic means are subject to delays in transmission and receipt of his instructions or other information, delays in execution or execution of his instructions at prices different from those prevailing at the time his instructions were given, transmission interruption or blackout, that there are risks of misunderstanding or errors in communication, and that there is also usually not possible to cancel an instruction after it has been given. 19.9 The Client acknowledges and accepts that if he provides the Company 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 his Account and review them in detail to ensure that any anomalies or mistakes can be detected in a timely fashion. 19.10 The Client acknowledges and accepts that the securities under the Nasdaq-Amex Pilot Program ("PP") are aimed at sophisticated investors. The Client understands and acknowledges that he should consult his dealer and become familiarised with the PP before trading in the PP securities and that he should be aware that the PP securities are not regulated as a primary or secondary listing on the Main Board or GEM of SEHK. 19.11 In the event that the Client wishes to have transactions pursuant to this Agreement executed on Exchanges other than the SEHK, the Client acknowledges and recognises that, since such transactions will be subject to the rules and regulations of those Exchanges, and applicable local laws, and not those of the SEHK, the Client may have a markedly different level and type of protection in relation to those transactions compared to the level and type of protection afforded by the rules and regulations of the SEHK and Hong Kong law (and the Client acknowledges and recognises, without limitation, that such transactions executed on exchanges other than the SEHK will not be subject to a right to claim under the compensation fund established under the Securities and Futures Ordinance where the Client suffers a pecuniary loss). 19.12 The risk of loss in leveraged foreign exchange trading can be substantial. The Client agrees that the Client may sustain losses in excess of the Client's initial Margin. Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit losses to the intended amounts. Market conditions may make it impossible to execute such orders. The Client agrees that the Client may be called upon at Short notice to deposit additional Margin. If the required funds are not provided within the prescribed time, the Client's position may be liquidated. The Client will remain liable for any resulting deficit in the Client's account. The Client should therefore carefully consider whether such trading is suitable in light of the Client's own financial position and investment objectives. 20. REPRESENTATIONS AND WARRANTIES 20.1 The Client hereby represents and warrants to the Company on a continuing basis that: 20.1.1 (in case of a corporation) it is validly incorporated and existing under the laws of its country of incorporation and has full power and capacity to enter into and perform its obligations hereunder, its entry into this Agreement has been duly authorized by its governing body and is in accordance with the memorandum and articles of association or by-laws as the case may be of the Client; 20.1.2 neither the signing, delivery or performance of this Agreement nor any instructions given hereunder will contravene or constitute a default under any existing applicable law, statute, ordinance, rule or regulation or judgment or cause to be exceeded any limit by which the Client or any of the Client's assets is bound; 20.1.3 save as otherwise disclosed to the Company in writing, all transactions to be effected under this Agreement are for the benefit of the Client and no other party has any interest therein; 20.1.4 subject to any security interest of any of the Company's Group Companies created pursuant to any agreement between the Client and the Company's Group Company, all securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client; 20.1.5 the information contained in the Client Information Statement or other information supplied by or on behalf of the Client to the Company in connection with the Account(s) is complete, true and correct. The Company is entitled to rely on such information until written notice from the Client of any changes therein has been received by the Company; 20.1.6 the Client understands the nature and suitability for its purposes of the types of transactions contemplated by these terms and conditions and the risks involved in them, and that it has sufficient experience to assess the suitability of such transactions; 20.1.7 the Client will enter into each Foreign Exchange Contract in reliance only on its own judgment and without reliance on any advice or views from the Company as to likely future currency and market movements or the benefits or risks involved in such transactions; and 20.1.8 the Client or the Client's attorney on its behalf enters into these terms and conditions and will enter into Foreign Exchange Contracts as a principal trading on its own behalf and not as trustee or agent. 20.2 If the Client effects transactions for the account of his clients, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching transactions as principal with any clients of the Client, the Client hereby agrees that, in relation to a transaction where the Company has received an enquiry from SEHK and/or SFC ("Hong Kong Regulators"), the following provisions shall apply: 20.2.1 Subject to as provided below, the Client shall, immediately upon request by the Company (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the client for whose account the transaction was effected and (so far as known to the Client) of the person with the ultimate beneficial interest in the transaction. The Client shall also inform the Hong Kong Regulators of the identity, address, occupation and contact details of any third party (if different from the client/the ultimate beneficiary) who originated the transaction. 20.2.2 (a) If the Client effected the transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, immediately upon request by the Company (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who, on behalf of the scheme, account or trust, instructed the Client to effect the transaction. (b) If the Client effected the transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, as soon as practicable, inform the Company when his discretion to invest on behalf of the scheme, account or trust has been overridden. In the case where the Client's investment discretion has been overridden, the Client shall immediately upon request by the Company (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the instruction. (c) If the Client is a collective investment scheme, discretionary account or discretionary trust and in respect of a particular transaction the discretion of the Client or its officers or employees has been overridden, the Client shall, as soon as practicable, inform the Company when his discretion to invest on behalf of the beneficiary of such scheme, account or trust has been overridden. In case where the Client's investment discretion has been overridden, the Client shall, immediately upon request by the Company (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the instruction in relation to the relevant transaction. 20.2.3 If the Client is aware that his client is acting as intermediary for its underlying client(s), and the Client does not know the identity, address, occupation and contact details of the underlying client for whom the transaction was effected, the Client confirms that: (a) the Client has arrangements in place with his client which entitle the Client to obtain the information set out in sub-clauses 20 2.1 and/or 20.2.2 from his client immediately upon request or procure that it be so obtained; and (b) the Client will, upon request from the Company in relation to a transaction, promptly request the information set out in sub-clauses 20.2.1 and/or 20.2.2 from his client on whose instructions the transaction was effected, and provide the information to the Hong Kong Regulators as soon as it is received from his client or procure that it be so provided. 20.2.4 The above terms shall continue in effect notwithstanding the termination of this Agreement. 20.3 The Client undertakes to perform such acts, sign and execute all such agreements or documents whatsoever as may be required by the Company for the performance or implementation of this Agreement or any part thereof. 20.4. The Client must notify the Company when a sale order relates to securities which the Client does not own i.e. where it involves short selling (including where the Client has borrowed stock for the purposes of the sale). The Client acknowledges and agrees that no short selling orders will be accepted by the Company unless the Client provides the Company with such confirmation, documentary evidence and assurance as the Company in the Company's opinion considers necessary to show that the Client has a presently exercisable and unconditional right to vest such securities in the purchaser before placing any short selling order. 20.5. The Client agrees not to pledge or charge any securities or monies forming part of any Account(s) without the prior consent of the Company, or to sell, grant an option over, or otherwise deal in any securities or monies forming part of the Account(s). 20.6. The Company and the Client undertake to inform each other of any material change to the information provided in this Agreement. In particular, the Company and the Client agree that: 20.6.1 the Company will notify the Client of any material change to its business which may affect the services provided by the Company to the Client; and 20.6.2 the Client will notify the Company of any change of name and address and provide supporting documents as reasonably required by the Company. 21. LIABILITIES AND INDEMNITIES 21.1 Neither the Company nor any of its directors, employees or agents shall have any liability whatsoever (whether in negligence or otherwise) for any loss, expense or damage suffered by the Client as a result of: 21.1.1 the Company acting or relying on any instruction given by the Client whether or not such instruction was given following any recommendation, advice or opinion given by the Company or by any of its directors, employees or agents; or 21.1.2 any condition or circumstances which are beyond the reasonable control or anticipation of the Company. Its directors, officers, employees and agents, including but not limited to any delays in the transmission of orders due to disruption, breakdown, failure or malfunction of transmission of communication facilities, failure of electronic or mechanical equipment, telephone or other interconnection problems, unauthorised use of Access Codes, prevailing fast market conditions, governmental agency or exchange actions, theft, war (whether declared or not), severe weather, earthquakes and strikes, or 21.1.3 the Company exercising any or all of its rights conferred by the terms of this Agreement; or 21.1.4 any conversion of one currency to another pursuant to in relation to or arising from this Agreement. 21.2 Without limiting the generality of Clause 21.1 above, neither the Company nor any of its directors, employees or agents shall have any liability whatsoever (whether in negligence or otherwise) for any loss, expense or damage suffered by the Client arising out of or alleged to arise out of or in connection with any inconvenience, delay or loss of use of the Electronic Services or any delay or alleged delay in acting or any failure to act on any instruction given by the Client to the Company, even if the Company has been advised of the possibility of such loss or damage. 21.3 The Client undertakes to indemnify and keep indemnified the Company in respect of any costs, claims, demands, damages and expenses whatsoever which may be reasonably and properly suffered or incurred by the Company directly or indirectly arising out of or in connection with any transaction entered into by the Company as agent on behalf of the Client or otherwise whatsoever or howsoever arising out of anything done or omitted to be done by the Company in accordance with the terms of this Agreement or pursuant to any Client's instruction or communication. The Client also agrees to pay promptly to the Company on demand, all damages, costs and expenses (including legal expenses on a full indemnity basis) reasonably and properly incurred by the Company in the enforcement of any of the provisions of this Agreement. 21.4 The Client undertakes to indemnify and keep indemnified the Company and its officers, employees and agents for any loss, cost, claim, liability or expense arising out of or connected with any breach by the Client of its obligations hereunder, including any costs reasonably and necessarily incurred by the Company in collecting any debts due to the Company or in connection with the closure of the Account(s). 21.5 The above terms shall continue to take effect notwithstanding the termination of this Agreement. 22. NOTICES, CONFIRMATIONS AND STATEMENTS 22.1 Reports, written confirmations, statements of the Client's Account(s), notices, and any other communications may be transmitted to the Client (who, in the case of a joint account without nominating a person therefor, will be deemed for these purposes to be The Client whose name first appears in the Account Opening Form) at the address, telephone, fax or telex number given in the Account Opening Form or Client Information Statement, or at such other address, telephone, fax or telex number as the Client hereafter shall notify the Company in writing, and all communications so transmitted, whether by mail, telegraph, telephone, messenger or otherwise, shall be deemed transmitted when telephoned, when deposited in the mail, or when received by a transmitting agent, whether actually received by the Client or not. 22.2 Written confirmation of the execution of the Client's orders and statements of the Client's Accounts shall be conclusive and deemed to be accepted if not objected to in writing by the Client directed to the address stated in the Account Opening Form (or such other address communicated in writing by the Company) within 2 days after transmittal thereof to the Client, by mail or otherwise. 22.3 Any notice or other communications including, but not limited to, written confirmations and statements of the Client's Account(s) delivered to the Client by the Company under this Agreement if by electronic devices through Haitong International Mail or otherwise shall be deemed made or given upon transmission of the message to the Client. 23. WAIVER AND AMENDMENT 23.1 The Company may at its discretion amend, delete or substitute any of the terms in this Agreement or add new terms to this Agreement by sending to the Client a notice in writing setting out such amendment, deletion, substitution or addition. Such variation of this Agreement shall be deemed to have been accepted by the Client unless written notice of objection is received by the Company within (14) fourteen days (being days on which banks in Hong Kong are open for general business (other than a Saturday and Sunday)) after despatch of such notification by the Company. 24. JOINT CLIENTS 24.1 Where the Client consists of more than one person: 24.1.1 the liability and obligations of each of them shall be joint and several and references to the Client shall be construed, as the context requires, to any or each of them; 24.1.2 the Company shall be entitled to, but shall not be obliged to, act on instructions or requests from any of them; 24.1.3 each of them shall be bound though any other Client or any other person intended to be bound is not, for whatever reason, so bound; and 24.1.4 the Company shall be entitled to deal separately with any of the Client on any matter including the discharge of any liability to any extent without affecting the liability of any others. 24.2 Where the Client consists of more than one person, on the death of any of such persons (being survived by any other such persons), this Agreement shall not be terminated and the interest in the Account(s) of the deceased will thereupon vest in and enure for the benefit of the survivor(s) provided that any liabilities incurred by the deceased Client shall be enforceable by the Company against such deceased Client's estate. The surviving Client(s) shall give the Company written notice immediately upon any of them becoming aware of any such death. 25. CONFLICT OF INTEREST 25.1 The Company and its directors, officers or employees may trade on its/their own account or on the account of any of the Company's Group Companies subject to any applicable regulatory requirements. 25.2 The Company may buy, sell, hold or deal in any securities or take the opposite position to the Client's order whether it is on the Company's own account or on behalf of its other clients. 25.3 The Company may match the Client's orders with those of other clients. 25.4 The Company may effect transactions in securities where the Company or any of its Group Companies has a position in the securities or is involved with those securities as underwriter, sponsor or otherwise. 25.5 In any of the above-mentioned events the Company shall not be obliged to account for any profits or benefits obtained. 26. TERMINATION 26.1 Without prejudice to Clauses 14, 20.2 and 21, this Agreement shall continue in effect until terminated by either party giving not less than seven (7) days (being days on which banks in Hong Kong are open for general business (other than a Saturday or Sunday)) prior written notice to the other. 26.2 Service of notice of termination by the Client pursuant to Clause 26.1 shall not affect any transaction entered into by the Company pursuant to this Agreement before the notice has actually been received by the Company. 26.3 Termination of this Agreement shall not affect any outstanding orders or any legal rights or obligations which may already have arisen. 26.4 Notwithstanding Clause 26.1, the Client shall have no right to terminate this Agreement if the Client has open positions or outstanding liabilities or obligations 26.5 Clauses 20.2, 21, 22, 29.3, 30 and 31 shall survive the termination of this Agreement. 27. SEVERABILITY 27.1 Each of the provisions of this Agreement is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way. In the event that any provision would be invalid if part of the wordings thereof were not deleted, the provision shall apply as it the relevant wordings were deleted. 28. ASSIGNABILITY 28.1 The provisions of this Agreement shall be binding on and enure to the benefit of the successors, assigns and personal representatives (where applicable) of each party hereto provided that the Client may not assign, transfer, charge or otherwise dispose of any of the Client's rights or obligations hereunder without the prior written consent of the Company. The Company may assign all or a part only of its rights and obligations under this Agreement to any person without the prior consent or approval of the Client. 29. GENERAL 29.1 The Client hereby authorizes the Company to conduct a credit enquiry (or a personal credit enquiry in case of an individual client) or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Client. 29.2 Nothing herein contained shall place the Company under any duty to disclose to the Client any fact or thing which comes to its notice in the course of acting in any capacity for any other person or in its own capacity. 29.3 Whenever the Company deals with the Client, it will always be on the basis that only the Client is the Company's client and is acting as principal in all respects and so if the Client acts on behalf of another person, whether or not the Client identifies him to the Company, he will not be the Company's client and the Company does not and will not have or accept in any circumstances whatsoever any responsibility towards any person on whose behalf the Client may act and the Client hereby acknowledges and agrees that the Client shall be solely responsible for settling all liabilities resulting from transactions effected pursuant to and in accordance with this Agreement in connection with or on behalf of any such person. 29.4 Whilst the Client expects the Company to keep confidential all matters relating to the Account(s), the Client hereby expressly agrees that the Company may make such disclosure of all matters relating to the Account(s) as may be required under any laws, orders, lawful requests or regulations of any relevant market, banking or governmental authority without further consent from or notification to the Client. 29.5 Time shall in all respects be of essence in the performance of all the Client's obligations under this Agreement. 29.6 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or future exercise of that right, power or privilege. 29.7 The Client hereby declares that he has read the English/Chinese version of this Agreement and that the contents of this Agreement have been fully explained to him by the Company in a language that the Client understands and that the Client accepts and agrees to be bound by this Agreement. 29.8 In the event of any difference in interpretation or meaning between the Chinese and English versions of this Agreement, the Client and the Company agree that the English version shall prevail. 30. GOVERNING LAW 30.1 This Agreement and all rights, obligations and liabilities shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. 30.2 The Client hereby submits to the non-exclusive jurisdiction of the courts of Hong Kong in relation to all matters arising from or in connection with this Agreement. 31. ARBITRATION 31.1 At the sole option of the Company and in its absolute discretion, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There shall be only one arbitrator. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained. The language to be used in the arbitral proceedings shall be English. Appendix 1A Data Privacy Policy of Haitong International Securities Group Limited and its subsidiaries ("HTISG") At HTISG, we want to provide the best service possible to our customers. One way that we do this is by using customer information to provide our customers with convenient access to the right products and services. We also recognize that our customers have important expectations regarding the use of that information. Safeguarding customer information is a matter that we take seriously. That is why we at HTISG have set forth the following principles to affirm our long-standing commitment to confidentiality: From time to time, it is necessary for customers who are individuals to supply HTISG with data which are personal data ("Data") for the purposes of the Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong). The purposes for which Data (and other information) relating to customers may be used are as follows: - the daily operation of the services and facilities provided to customers; - conducting credit checks; - assisting other institutions to conduct credit checks; - ensuring customers' ongoing credit worthiness; - designing financial services or related products for customers' use; - marketing financial services or related products to customers; - determining the amount of indebtedness owed to or by customers; - meeting the requirements to make disclosure under the requirements of any law or regulations; and - any purposes relating to any of the foregoing. Data (and other information) held by HTISG relating to customers will be kept confidential but HTISG may disclose, and it is a condition of HTISG providing services, products and information to customers that each customer consents to the disclosure of all Data (and other information) to: - any officer, employee, agent, contractor or third party who provides administrative, credit information, debt collection, telecommunications, computer, payment or other services to HTISG in connection with the operation of their business; - any financial institution with which the customer has or proposes to have dealings; - regulatory authorities and other relevant government bodies: - any other person under a duty of confidentiality to HTISG including a company within HTISG which has undertaken to keep such information confidential. - We share information regarding customers among HTISG only in accordance with strict internal security standards and confidentiality policies and with applicable law. - We hold our employees fully accountable for adhering to those standards, policies and laws. - We do not share information about our customers with other companies except in order to conduct our business, comply with applicable law, protect against fraud or make available special offers of products and services that we feel may be of interest to our customers. We may also provide information to regulatory authorities and law enforcement officials in accordance with applicable law. - We have established high standards for protecting information regarding our customers from unauthorized alteration or destruction. HTISG may, in accordance with the Personal Data (Privacy) Ordinance and any other applicable law: match, compare or exchange any Data or other information provided by, or in respect of, a customer with Data (or other information) held by HTISG or any other person for the purpose of. - credit checking; - Data (and other information) verification; - otherwise producing or verifying Data (and other information) which may be used for the purpose of taking adverse action against the customer or any other person at any time; transfer such Data (and other information) to any place outside Hong Kong (whether for the processing, holding or use of such Data (and other information) outside Hong Kong). Under and in accordance with the terms of the Personal Data (Privacy) Ordinance each customer has a right to: check whether HTISG hold Data about the customer and the right of access to such Data; require HTISG to correct any Data relating to the customer which is inaccurate; and ascertain HTISG's policies and practices in relation to Data and to be informed of the kind of personal data relating to the customer held by HTISG. Request for access and/or correct any data that customer has submitted shall be sent to the following address: Haitong International Securities Group Limited 25/F., New World Tower, 16-18 Queen's Road Central, Hong Kong Attn : Customer Service Department or phone to 3583 3388 In accordance with the terms of the Personal Data (Privacy) Ordinance, HTISG has the right to charge a reasonable fee for the processing of any Data access request. At HTISG, information regarding our customers is used solely in the legitimate conduct of our business, to deliver superior service and to design products and special offers that demonstrate our understanding of our customers and their needs. As we move forward in developing new products and services in an era of vast technological change, we will continue to maintain our dedication to assuring that customer information is properly used and appropriately safeguarded. Appendix 1B Interactive Voice Response System Service The following are the terms and conditions governing the use of the Interactive Voice Response System ("Term and Conditions"). Please ensure that you understand each of them before using the service. By using the Interactive Voice Response System, you acknowledge and agree to the Terms and Conditions. Terms and Conditions of Use 1. Haitong International Securities Company Limited ("HTIS") and/or Haitong International On-line Services Limited ("HTIS On-Line") agree to provide financial market information to you as its registered client (the "Client") through the Interactive Voice Response Service on the condition that the Client accepts and be legally bound by these terms and conditions. The financial market information includes but is not limited to stock quotes, commodity quotes, news and other information. 2. By using the Interactive Voice Response Service to obtain market information, the Client acknowledges that he has read and fully understood, and agrees to be legally bound by these terms and conditions. 3. Prices of securities listed on The Stock Exchange of Hong Kong Limited ("Stock Exchange") are provided by the Stock Exchange. While HTIS and/or HTIS On-line and its market information provlder(s) endeavour to ensure the accuracy and reliability of the prices quoted, no guarantee as to their accuracy is given and no liability (whether in tort or contract or otherwise) is accepted for any loss or damages arising from any inaccuracies or omissions. 4. Any price of any security quoted by HTIS and/or HTIS On-line in response to any enquiry by the Client is for reference only and shall not be binding on HTIS and/ or HTIS On-line or any of its market information providers, HTIS shall be entitled to act on any instruction for the sale and purchase of any security even if the price of such security has altered to the disadvantages of the Client between the time of receipt of such instruction and the time at which HTIS or its agent complete any such sale or purchase. For the avoidance of doubt, these terms and conditions are made without prejudice to the existing Client Agreement(s) entered into between the Client and HTIS. 5. No Client who has obtained quotes of the prices of any securities from HTIS and/or HTIS On-line shall: (a) disseminate such quotes (or any part thereof) to any other person in any form by any means; (b) use or permit the use of such quotes (or any part thereof) for any illegal purpose; (c) use such quotes (or any part thereof) other than for the Client's own personal use; or (d) use such quotes (or any part thereof) in relation to any trading or dealing of securities otherwise than through HTIS, 6. The Client shall indemnify HTIS and/or HTIS On-line, its market information providers, any other person appointed by it and their respective officers and employees against all claims, liabilities, damages, losses, costs and expenses of any kind which may be incurred by any of them and all actions or proceedings which may be brought by or against any of them as a result of any default by the Client in the performance of these terms and conditions (including, without limitation to, the generality of the foregoing) and/or the enforcement of these terms and conditions unless due to the negligence or wilful default of HTIS and/or HTIS On-line, any other person appointed by it or their respective officers or employees and this indemnity shall continue despite the termination of these terms and conditions, 7. The Client authorises HTIS and/or HTIS On-line to release and supply his personal data and other information relating to him to the Stock Exchange, other exchanges, specialist information providers and any regulatory bodies in connection with the provision of the market information pursuant to these terms and conditions or the request of any regulatory bodies. 8. HTIS and/or HTIS On-line shall have the right to modify any of these terms and conditions at its sole discretion from time to time. Such amendments shall be notified to the Clients in such manner as HTIS and/or HTIS On-line may decide, for instance, either by posting them via the internet, by facsimile or by post. Such notification shall take effect 7 days after such notice has been deemed received on the day of dispatch of the notice. 9. If any of these terms and conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of these terms and conditions and the enforceability of the remains of these terms and conditions shall not be affected. 10. These terms and conditions shall be governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China. IMPORTANT: The Stock Exchange of Hong Kong Limited endeavours to ensure the accuracy and reliability of the Information provided but does not guarantee its accuracy or reliability and accepts no liability (whether in tort or contract or otherwise) for any loss or damage arising from inaccuracies or omissions.

* Please click here to print the "Cash Account Terms & Conditions" for your reference. If you have any inquiries on the terms and conditions, please contact our Customer Service Department on 3583 3388 from 9:00 to 18:00 between Mondays and Fridays.