Banking Services
Investment Products

Master Terms and Conditions - Banking Services

1.　Application

1.1　These Terms and Conditions including the Schedules apply to all your accounts with and all services provided to you (the customer) by us (Industrial and Commercial Bank of China (Asia) Limited.

1.2　The Schedules form part of these Terms and Conditions. If there is inconsistency, the provisions for a particular service will prevail over general provisions.

1.3　In the terms or conditions applicable to a service, unless the context otherwise requires, "we" and all references to us include our successors and assigns. "You" includes your estates, heirs, successors and personal representatives. Words importing the singular include the plural and vice versa. Words importing a gender include every gender. "Business day" means a day on which we are open for business in Hong Kong excluding Saturday afternoon. "Including" is not a word of limitation. A "person" includes an individual, corporation, association, sole proprietorships, partnerships, clubs and societies. Headings are for ease of reference only and do not affect interpretation. Our terms and conditions are drafted in simple language, and are to be interpreted fairly and liberally. The rule of interpretation against the maker will not apply.

1.4　Please read these Terms and Conditions carefully, particularly Clauses 6 (Password), 8 (Charges and overdue interest), 10 (Limit of our liability), 11 (Your indemnity), and 13 (Set-off and lien).

2.　Information

2.1　(Whether an individual, company or otherwise) you confirm having read our notice to customers (as amended from time to time) relating to the Personal Data (Privacy) Ordinance. You authorize us to use your information for the purposes and to disclose them to the persons referred to in that notice (as from time to time amended).

2.2　You confirm that all information you give to us at any time is true and complete in all material respects. You will promptly notify us of any material change to that information.

2.3　The ownership and all copyright and other intellectual property rights of any nature in or relating to our services, website, materials, software or documentation vest in us or, if provided by a third party, in that party. No right, licence or interest is granted to you except a licence to access solely for the purposes of our services.

2.4　You will not copy, disseminate, exploit or change any information (including software) provided by us or use them for any purposes other than for your own reference.

3.　Our services

3.1　Before using a service or opening an account, you will comply with our reasonable requirements. Each service is only available during the times and subject to the procedure and conditions reasonably determined by us. We may refuse access without liability.

3.2　Each service and account is also subject to our terms and conditions applicable from time to time to such service or account. Those terms and conditions prevail, if they conflict with these Terms and Conditions.

3.3　You will do everything reasonably required by us (at the time of or after accepting your instruction) in relation to your account or instructions. You will not operate an account or use a service until all such actions have been taken.

3.4　We need not act until we have received all necessary instructions, funds, property and documents, but may do so. If we do so, we may charge reasonable interest and fees, and may terminate or close out any transaction (including a deposit) at your reasonable cost. We may on receipt of your instruction debit funds from your accounts, or put a "hold" in your accounts on funds and property, in the amounts reasonably estimated by us to be required to carry out your instruction. Our rights are not affected if we do not do so or by anything done or omitted by us in good faith.

3.5　You will only use our services for a lawful purpose.

4.　Our role

4.1　We will use reasonable care in carrying out your instructions on your behalf. Our responsibilities are limited to those expressly set out in these Terms and Conditions and our terms and conditions (if any) for the relevant service. These Terms and Conditions apply, to the extent possible, to transactions on your behalf as well as with us.

4.2　You authorize us and any person appointed by us to do everything reasonably necessary or desirable for all purposes connected with our services.

4.3　We may do or refrain from doing anything that we believe in good faith is required in order to comply with any law, regulation, rule or practice, including the rules, codes, guidelines and practices of regulatory authorities, the Hong Kong Association of Banks, exchanges and clearing houses. All such actions and omissions bind you.

4.4　We may use the services of agents, brokers, custodians, nominees, correspondents, networks, exchanges, clearing houses and other persons to hold your property or to perform any services. They may be our affiliates. Their terms and conditions of service will apply to your transactions. You will pay their charges, and indemnify us against their reasonable claims. We will use reasonable care in selecting an agent. We will only appoint custodians qualified to act as such under applicable law.

4.5　We do not provide legal or tax advice. You will obtain your own advice.

5.　Your instructions

5.1　You will only give instructions to us through a means we have notified (acting reasonably), in accordance with the signing arrangement in your mandate (if applicable), and in accordance with our reasonable requirements. We may reject or act on an instruction not so given. Different services may use different means for giving instructions.

5.2　Your authorized signatories have the authority set out in your written authorization provided by you to us.

5.3　You may change your authorized signatories or signing arrangement by complying with our reasonable procedures.

5.4　An authority will not be revoked until we have received written notice revoking it, or written notice of your death or incapacity. It remains in force notwithstanding any change in your constitution.

5.5　We may (acting reasonably) regard your instructions as received by us as being what you intended to send. Any instruction that we reasonably believe is given by you or with your authority will be valid and binding on you, whether or not it is in fact authorized. We may require evidence of identity or authority. We may regard your instruction (which duplicates another instruction) as a separate instruction, unless we actually knew before execution that it was a duplicate.

5.6　You will ensure that your instructions are complete and correct. You authorise us to act in any way we consider reasonable if your instruction is ambiguous. An instruction once accepted cannot be altered or cancelled, unless we agree (acting reasonably). If an instruction is not executed, reasonable charges and expenses may still be payable.

5.7　If an instruction is received outside our business hours for relevant transactions, your account may in accordance with market practice be debited on the same day, but the instruction may not be processed until our next business day.

5.8　An instruction may be partially executed if it cannot be fully executed. An instruction or part not executed by the day's close of business (or, if earlier, close of trading) will lapse, unless otherwise agreed.

6.　Password

6.1　"Password" refers to one or more means accepted by us to authenticate a user and to gain access to an account or service through one or more channels or means advised by us, and may include identification or number, letter, code, digital signature, ATM or other card, token, chop, seal, anything. Different passwords may be used by different users or for different channels.

6.2　Any instruction given with the use of your password is binding on you. This is so notwithstanding different requirements in your mandate or other arrangements. Changes in your authorized signatories or signing arrangement will not affect operation by your password. If the option is provided by us, a password for one channel may be used to apply for other services or channels, and any application is binding on you.

6.3　You will use all reasonable care to keep your password secret and secure. If not collected in person, your password will be sent to you at your risk. If permitted, you will immediately change a password assigned by us.

6.4　You will notify us as soon as reasonably practicable at the telephone number or by another method notified by us if you find or believe that your password has been compromised, lost or stolen or that any unauthorized transactions have occurred. We may without liability take any action following receipt of a report reasonably believed by us to be genuine.

6.5　You will be liable for all losses if you have acted fraudulently or with gross negligence, or allowed a third party to use your password, or failed to comply with your obligations under Clause 6.3 or 6.4. You would not otherwise be responsible for any direct loss suffered by you as a result of unauthorized transactions conducted through your account. This Clause does not apply (a) unless the unauthorized instruction was given electronically, (b) to you unless you are a private individual (excluding sole traders, partnerships, clubs and societies), or (c) to unauthorized transactions conducted through plastic cards which may be used to pay for goods and services or to withdraw cash.

7.　Payment / delivery

7.1　Payments will in ordinary course be debited to the account designated by you for the purpose (including a sub account maintained under an account) which is denominated in the same currency. This also applies to "holds" on funds in your accounts. We will determine whether you have a sufficient balance or overdraft by reference to your designated account (or sub account) in the payment currency. However we may put a "hold" on amounts in other currencies. If necessary, we may (but are not obliged to) convert an amount received or to be paid from one currency into another at our spot rate. We may, for the purpose of a calculation, notionally convert an amount from one currency into another at our spot rate.

7.2　Payments will be made to you subject to applicable laws and regulations and any required deduction or withholding.

7.3　You will pay us in freely transferable and cleared funds and in the manner reasonably notified by us. Deliveries of any property by either party will be made in the manner reasonably notified by us.

7.4　If on any date amounts would be payable in the same currency under 2 or more transactions by each party, then on such date, each party's obligation to pay such amounts will, at our option, be discharged, and the party by whom the larger amount would otherwise be payable will pay to the other party the excess of such amount over the smaller amount.

7.5　You will on demand repay to us all sums owing by you if no due date has been agreed.

7.6　Your payments will be made without condition and free of all taxes, withholdings or deductions. If any withholding or deduction is required by law, you will pay an increased amount so that we receive a net amount equal to what we would have received had there been no withholding or deduction. You will duly pay the tax authority and send us the evidence.

7.7　Your payments will be made in the currency of the liability. A sum received by us in another currency only constitutes a discharge to you to the extent of the net amount of the currency of your liability which we would be able to purchase with the amount received when it is practicable to do so. You will, as a separate obligation and notwithstanding any judgment, indemnify us against any reasonable loss and expense. It will be sufficient to show that we would have suffered a loss had an actual exchange or purchase been made.

7.8　We may apply any sum received to reduce your liability in the order we reasonably select, or place it in a suspense account to preserve our right to prove for your entire liability.

7.9　A sum or an item received for your account may not be drawn against or used and does not earn interest until we have unconditionally received cleared funds. We may debit your account with all reasonable losses and expenses, if the sum or item or part thereof is not actually received. You will bear the loss arising from any difference in exchange rates between the date of crediting your account and the date (if we act reasonably) of the subsequent debit.

7.10　If not collected in person, your property and documents will be sent to you at your risk.

7.11　We may recover from you any erroneous payment.

7.12　In accordance with market practice, we may retain interest on amounts to be paid to you pending credit to your account, and on amounts to be paid on your behalf pending payment.

7.13　Any payment, delivery or determination, which would otherwise fall to be made on a non-business day, will instead be made on our next business day, unless otherwise agreed.

7.14　Cash will be paid to you after rounding down to the nearest ten cents (or, for Japanese yen or other foreign currency, to the nearest yen or unit in accordance with market practice). This constitutes full payment.

7.15　Unless otherwise agreed, any amount or item to be paid or delivered by us will only be paid or delivered in Hong Kong at our office at which the account is kept.

8.　Charges and overdue interest

8.1　We may levy reasonable fees and charges, and (acting reasonably) change them from time to time after reasonable notice to you. The current list of our fees and charges is available on request.

8.2　You will, at the agreed time or on demand, pay our fees and charges, and all reasonable out-of-pocket expenses including sums payable in respect of your securities, amounts we paid on your behalf together with interest thereon at our interest rate for unarranged overdraft, our agents' fees and expenses, the fees and levies of exchanges, clearing houses, registrars and regulatory authorities, and taxes.

8.3　Paid fees and charges are not refundable. However if you terminate a service as a result of a change of these Terms and Conditions, we will refund a prorated portion of any annual or periodic fee paid for the service unless the amount is minimal.

8.4　Interest accrues on all sums payable by you from the due date or, if earlier, the date we paid the sum on your behalf or to you to the date of actual repayment (before and after judgment). Interest is payable on demand, and is calculated at our interest rate for unarranged overdraft, for the actual number of days divided by 360 or 365 according to our practice for the relevant currency, and will be compounded in the manner reasonably determined by us.

9.　Statements of account / confirmations

9.1　We will provide you with monthly or other periodic statements of your account, if so agreed or if it is a securities account, unless a statement is not required under applicable regulation, such as, if there has been no transaction in your account and the account balance is nil. You will notify us if you do not receive a statement.

9.2　You undertake to examine each statement of account or confirmation of a transaction carefully following receipt. If you discover any error or unauthorized transaction, you will notify us within 90 days of receipt of the statement or within the period agreed or reasonably specified in the confirmation. In the absence of your notification within that period, all entries in the statement or confirmation will become conclusive and binding on you, except for manifest error.

9.3　You will not however be liable as a result of non-notification within the 90-day period for unauthorised transactions arising from forgery or fraud (a) by any third party in relation to which we have failed to exercise reasonable care and skill, or (b) by our employee or agent, or other unauthorised transactions arising from our default or negligence. This Clause does not apply unless you are a private individual (excluding sole traders, partnerships, clubs and societies).

9.4　Any document may be sent to any of your last known addresses.

10.　Limit of our liability

10.1　Unless caused by our negligence or wilful misconduct, we are not liable for:

　(a)　any delay or interruption in your having access to an account or service, or any inability to use an account or service;

　(b)　any loss, error, delay, misdirection, corruption or unauthorized alteration or interception of a message sent through the internet, telephone or any other means, or any unauthorized access to a service, account or information;

　(c)　any failure to execute or error in executing your instructions;

　(d)　any error, malfunctioning, interruption, suspension, inadequacy or failure of any software, equipment or system;

　(e)　anything including any computer virus which may impair the functions of computer hardware or software; or

　(f)　any loss or damage arising from termination of your account or any service provided to you.

10.2　We are not liable for any loss caused by a third party, government, market disruption or any event beyond our control. In respect of our act or omission, we are only liable for negligence or fraud. We are not obliged to account to you if our relevant office is prevented from acting.

10.3　Subject to clause 10.6 below, we are not liable for any indirect, special, incidental or consequential damages.

10.4　Any information provided by us is for your reference only. Unless otherwise expressly stated, it is not an offer. You acknowledge that we do not give any representation, guarantee or assurance as to any information or the outcome of any investment. Any price, rate or other quotation provided is only indicative, unless otherwise expressly stated, and may be changed without notice until we have confirmed acceptance of your offer. Unless otherwise expressly stated, the prices payable by you do not include, and you will in addition pay, applicable taxes, duties, levies, reasonable fees and expenses.

10.5　We need not verify the validity or genuineness of any documents which we reasonably believe to be genuine.

10.6　Clauses 10 and 11 operate to the extent permitted by applicable law. For example, in a case where the Control of Exemption Clauses Ordinance applies, Clauses 10 and 11 will apply only in so far as they satisfy the requirement of reasonableness within the meaning of that Ordinance.

11.　Your indemnity

11.1　You will indemnify us and our directors and employees against any liability, reasonable loss or expense (including tax or levy) arising from your instructions, your account or the provision of a service to you, unless we are negligent or guilty of wilful misconduct.

11.2　You will indemnify us against any act or omission by you or your employees or agents including any breach of these Terms and Conditions or the terms or conditions applicable to an account, service or transaction. You will pay us all expenses (including legal fees and our administrative expenses) in reasonable amounts and reasonably incurred in the exercise or enforcement of our rights including in recovering any sum from you or in obtaining any advice we consider necessary in relation to your account.

11.3　We may at your reasonable costs employ third party agencies to collect overdue sums from you.

12.　Your representations

12.1　You represent to us that:

　(a)　unless you have notified us otherwise in writing, you are the sole beneficial owner of your accounts, free from third party claims or interests and will enter into each transaction as principal and not as agent for any other person;

　(b)　all documents you deliver to us are valid and complete;

　(c)　you have made your own independent decision to enter into each transaction and as to whether the transaction is appropriate for you based upon your own judgment or upon advice from such third party adviser as you consider necessary; you understand and accept the terms and risks of the transaction and will not rely on our advice or recommendation;

　(d)　you have full capacity and authority to perform your obligations under these Terms and Conditions and each transaction;

　(e)　the performance and enforcement of your obligations will not violate any law or regulation; and

　(f)　your obligations are legal, valid and enforceable in accordance with their terms.

12.2　If you hold a client account, you represent and undertake to us that:

　(a)　you have put in place reliable systems to verify client identity;

　(b)　you have proper systems and controls to allocate funds in the pooled account to the individual underlying clients;

　(c)　we may make reasonable enquiries about transactions passing through the accounts; and

　(d)　you are satisfied as to the source of the funds used to open the account or passing through the account.

12.3　These representations are deemed repeated on the day each transaction is entered into and will survive termination of our services.

13.　Set-off and lien

13.1　If any sum is payable by you but unpaid or if any claim is made by a third party, we may, without prior notice, combine all or any of your accounts anywhere with us whether held singly or jointly with others and all your liabilities (whether actual or contingent, primary or collateral, future or existing, alone or jointly with others, matured or not). For such purpose, we may convert any currency into another currency at our spot rate, treat future liabilities as presently due after a discount by us to present value in a commercially reasonable manner, and reasonably estimate the amounts of contingent or unquantified liabilities. This is not intended to create a security interest.

13.2　We may debit one or more of your accounts with any amounts (or part thereof) payable by you.

13.3　Your property (of any nature, wherever situate, and whether held by us for safe custody or otherwise) is subject to a lien in our favour. If you do not perform any of your material obligations owed to us or any of our affiliates, we may sell any of your property or part thereof at such price, on such terms and by such method as we may reasonably determine. We may apply the net proceeds to reduce your liability (whether or not arising from these Terms and Conditions).

14.　Changes

14.1　Subject to Clause 14.2, we may change our services, the manner of operation, any requirements, time limits or monetary amounts, or impose restrictions, or suspend or withdraw any services (for all or any account or accounts). We may vary the name of a service. We may change our business hours or the hours during which a service is available. Such changes may be made without notice or liability.

14.2　We may change any terms and conditions applicable to any service or account at any time by notice to you. The notice will take effect, if the changes affect fees, charges, or your rights or obligations, and where practicable, after 30 days.

14.3　When it is necessary in our view to protect our interests, we may (but is not obliged to) immediately suspend or freeze any accounts or services. We may freeze your accounts if we have notice that a petition has been presented for your bankruptcy or liquidation, or that a meeting has been called to consider a resolution for your liquidation, or that your partnership has been dissolved, or of any analogous process under any law, or of any third party claim or of your death or mental incapacity, or if there appears in our opinion in good faith to be any irregularity in connection with your account.

15.　Evidence

15.1　Our accounts and records (in any form) are conclusive of the matters or facts therein stated and are binding on you, except for manifest error. You agree that they will be admissible in any court or tribunal as evidence of the facts and matters recorded in them. We may record conversations with you without warning.

15.2　We reserve the right to regard all calculations, estimates and determinations by us are conclusive and binding on you, except for manifest error.

15.3　We may destroy any document relating to your account after recording it in a manner reasonably determined by us. Records will only be retained for the period determined by us.

15.4　We may correct any error in any document or record without prior notice.

16.　Communications

　Without affecting other methods of communication, you agree to receive communications sent by one or more of the following means, and such communications are deemed to be received by you:

　(a)　on posting for 3 business days in one or more of our banking halls in Hong Kong,

　(b)　3 business days after publication as an advertisement in a Hong Kong newspaper,

　(c)　when posted on our website,

　(d)　when left at any of your address on our record, or 48 hours after mailing to such address or 7 days if the address is overseas,

　(e)　when sent by electronic mail or message or facsimile to any of your email address or equipment or facsimile number on our record, or

　(f)　when communicated including by leaving a voice message, if by telephone to any number on our record or other oral communication, notwithstanding return through the post (in the case of a mailing), or your death or incapacity.

17.　Termination

17.1　You may terminate an account or service after you have given 30 days' prior written notice to us or a shorter notice accepted by us, and complied with our reasonable requirements and paid our reasonable fees.

17.2　We may at any time, by 14 days' prior notice to you, close your account. The notice may, if necessary, take effect immediately.

17.3　Within 14 days (or such longer period as we agree) after the termination of your account, you will give us instructions for the delivery (at your risk and subject to our rights) of your property (if any), and pay all reasonable fees and expenses. If you have not done so, we will continue to hold the property at your risk and subject to our rights, but without the obligations, under these Terms and Conditions. No interest will be payable on any credit balance as from the date of termination.

17.4　Termination of an account or a service will not affect accrued rights or subsisting transactions. We may cancel, close out or complete any outstanding instruction or contract. Clauses 2 (Information), 7 (Payments / delivery), 8.4 (overdue interest), 10 (Limit of our liability), 11 (Your indemnity), 13(Set-off and lien) and 15 (Evidence) will survive termination.

18.　Miscellaneous

18.1　If you are 2 or more persons:

　(a)　your obligations are joint and several; references to you include any one of you;

　(b)　any of you has full authority to bind all of you in all matters, unless otherwise agreed. In the event of conflicting instructions, we may refuse to act. The signing arrangement may only be changed by all of you;

　(c)　payment or delivery of anything to any one of you discharges our obligations to all of you; sums payable to any one of you may be credited into your joint account;

　(d)　a communication to any one of you is effective communication to all of you;

　(e)　we may compromise, discharge or deal with one or more of you, without affecting the liability of the others;

　(f)　we may apply the balance in your joint account to reduce any liability of one or more of you;

　(g)　(unless you are a partnership or the account is held for a third party) upon the death of any of you, the cash or other property in the account will belong to the survivor;

　(h)　any one of you may, by written notice to us freeze the account. You will notify the others of your decision. The account can only be reactivated by all of you and

　(i)　an account may only be closed in accordance with the signing arrangement in your mandate.

18.2　If you are a partnership:

　(a)　no restrictions in your partnership agreement will bind us, and your account will be governed by these Terms and Conditions; all partners, whether general, special or limited, will be jointly and severally responsible;

　(b)　unless otherwise agreed by us, you will give us a new mandate and open a new account on admission of any new partner;

　(c)　notwithstanding notice of any change in your constitution or dissolution, the remaining partners will have full powers to deal with your accounts in any way. We may open accounts for the new firm in the same name and collect for the new firm any payments designated for the old firm without enquiries; and

　(d)　upon the death of any of you, the firm continues to own the cash or other property in the account.

18.3　If you hold your account for another person, you accept joint and several, personal responsibility in relation to your account, in addition to the responsibility of that other person. You confirm that you are fully authorized to open, operateand close the account. You will indemnify us against any liability, reasonable loss or expense arising from any transaction involving the account.

18.4　Our rights are not affected by your death, incapacity, reorganization, change in constitution, insolvency, bankruptcy or liquidation.

18.5　The terms and conditions applicable to an account or a service apply to all outstanding and future transactions.

18.6　You will be responsible for filing tax and other returns and reports on the transactions we handle for you.

18.7　You will, where necessary, obtain and maintain at your own cost suitable equipment, facilities and connections (including computer, software and communications connections) to use a service. You are responsible for all telephone, internet service and other charges incurred.

18.8　You may not without our prior consent (acting reasonably) assign, transfer or encumber your account or any transaction with us. We may assign or transfer all or any of our rights and obligations.

18.9　Rights are cumulative, may be exercised many times and are not exclusive of the rights and remedies provided by law. If any provision or part thereof is invalid, all other provisions remain in full force and effect.

18.10　A failure or delay in exercising any right will not operate as a waiver, and a single or partial exercise of any right will not preclude any further exercise of that right or the exercise of any other right.

18.11　Our terms and conditions and all transactions with you are, unless otherwise agreed, governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the non-exclusive jurisdiction of the Hong Kong courts.

Schedule 1: Banking services

1.　Collections / payments in

1.1　We may decline (without giving reason) or accept (subject to conditions) an item for collection. You will pay our reasonable collection expenses, including our charges and those of the paying bank and any correspondents. We may clarify any ambiguity before crediting your account. In the absence of negligence or wilful misconduct, we are not liable for any failure, delay, loss or damage in the process of collection. Unless specifically agreed, we will not arrange for protest or similar actions to be taken.

1.2　We may at our discretion decline to collect a cheque if the account name is different from the payee's name even though the cheque bears an endorsement.

1.3　If not collected in person, we may return any document or item by post to you at your risk.

1.4　You confirm that you are the sole owner of all items you ask us to collect or discount for you. You authorise us (acting reasonably) to give any guarantees in respect of items collected for you. We may at our discretion select which items to purchase and which to collect.

1.5　Items including cash deposited after our daily cut-off time are treated as received on our following business day. On a cheque drawn on a bank in Hong Kong and deposited for collection before the cut-off time, interest will be credited on that day. If it is deposited after the cut-off time, interest will accrue on our next business day upon clearing. Notwithstanding the aforesaid, there is no clearing of cheque on Saturday. If the cheque is dishonoured, the interest will be reversed, and reasonable charges will apply.

1.6　Interest will only accrue after the funds of an inward remittance are credited to your account. We will notify you within a reasonable time after receipt of the payment. For incoming cross-border payments, you may use the remitted funds only after receipt of the funds is confirmed and any necessary checking is completed. If we are unable to do so, we will notify you and provide an explanation, unless there are strong justifications not to do so.

1.7　Acting reasonably, we may, on request by our correspondent or the paying bank, and without liability, refund any amount collected that has not been paid out to you.

1.8　Our count of anything deposited by you is binding on you, except for manifest error.

2.　Payments out / remittances

2.1　A payment instruction may only be acted on if there are sufficient cleared funds in the relevant currency in your account for a full payment, and if our requirements have been complied with. Such requirements may include amount limits, and restrictions on the office from which a withdrawal may be made. In particular, withdrawals in cash or by electronic means may be subject to limits.

2.2　If we make a payment to you or on your behalf including paying a cheque, without sufficient cleared funds in your account or beyond an overdraft limit, you will repay to us the resulting debit together with interest and our reasonable charges.

2.3　We are authorized to pay the bearer of a withdrawal instruction which we believe is signed by you, but may require your personal attendance.

2.4　A request to stop or alter a payment may be subject to satisfactory evidence, indemnity and, in the case of a draft issued by us, return of the original draft. We are not responsible if payment cannot be stopped or altered; charges will not be refunded. A refund may only be made after we have confirmed, for example, with a correspondent or the receiving bank that the payment order has been cancelled, and after receiving cleared funds and deducting all reasonable expenses and, if applicable, converting the payment currency into Hong Kong dollars at our spot rate. In the absence of negligence or wilful misconduct, we will not be responsible for any delay or loss (from exchange rate movements, of interest or otherwise).

2.5　In the absence of negligence or wilful misconduct, we are not responsible for any delay or failure in effecting a payment or remittance or delivering any item. We are not responsible as to when the receiving bank pays your payee or if it fails to do so, or to recover any payment from it. Our correspondents and we may do or refrain from doing anything that they or we believe is required in order to comply with any applicable foreign law, regulation or custom. All such actions and omissions bind you.

2.6　Funds sent out of Hong Kong may be subject to currency conversions in Hong Kong or at the destination. Unless otherwise agreed, a remittance will be made in the currency of the country in which the payment is to be made, and reasonable charges (including those of our correspondents) will be deducted before payment to the payee.

2.7　We are not responsible to advise you on the requirements of any local or foreign law, regulation or custom including exchange control. You are advised to make your own enquiries.

2.8　We may remit an amount to, or draw a draft payable at, a place different from that required by you if we reasonably believe that it is necessary to do so.

2.9　If a provisional exchange rate is used in your application for a remittance or draft, we may debit any deficit or credit any gain to your account without prior notice after we have reasonably determined the applicable exchange rate.

2.10　We will take reasonable steps to comply with your value date for a remittance, but do not guarantee that your request can be met. Local and overseas cut-off times and other procedures may apply before the payee or its banker will receive payment.

2.11　You authorize us to disclose your personal information and information relating to your remittances to the banks and other entities involved and to the authorities.

2.12　A service that permits payment to third party accounts involves risks, for example, an unauthorised person obtaining access to your account may pay funds to third party accounts.

3.　Accounts

3.1　For certain accounts, we will pay interest on your credit balance. Interest will be calculated at the rate, and be credited to your account at the time, determined by us from time to time. Different currencies may have different rates. Interest will be calculated for each day over a 360 or 365 day year according to our practice for the relevant currency. If an account is closed before a date for crediting interest, we may pay interest up to the preceding month or up to any date reasonably chosen by us in accordance with our practice.

3.2　If a passbook is issued for your account:

　(a)　the passbook should be presented for every counter transaction. You should examine the passbook after each transaction to ensure that proper entries have been made, and promptly inform us of any error;

　(b)　the passbook is for your reference only and may not show the correct balance, for example, a transaction may have been made without an entry in the passbook. The balance as shown in our records is the correct balance, except for manifest error.

3.3　If an account card is issued for your account, the card should be presented for every counter transaction.

3.4　Acting reasonably, we may without liability dispense with production of a passbook or account card.

3.5　You should keep your passbook and account card under lock. You should promptly report any loss to us. We are not responsible for any payment made before we have a reasonable time to act on your report. A new passbook, account card and account number may be issued subject to satisfactory indemnity, explanation, and payment of our reasonable charges.

3.6　Passbooks and account cards are our property. They are not transferable. You should do not tamper with them in any way.

3.7　We may charge reasonable fees or the interest rate applicable may be zero if your account balance is less than the minimum required by us, or if your account is inactive for such time as we reasonably specify. Restrictions may apply to an inactive account.

3.8　In accordance with market practice, we may levy charges on credit balance. If an account is closed within 3 months, we may charge a reasonable fee.

349 Super Account

3.9　These accounts (bearing the name from time to time assigned by us) comprise several sub-accounts such as Hong Kong dollar current or savings accounts, multi-currency accounts and time deposit accounts. We may provide an overdraft facility on the terms we agree with you. We may at any time change or cancel any overdraft facility. You will repay all overdrawn sums and interest on demand. Interest on an overdraft will be debited monthly to your current account. Other services are provided from time to time by us. Closing the account will close all sub-accounts.

Planned savings

3.10　You will make the agreed periodic deposits on the agreed dates into the specified account. If a deposit date falls on a Saturday or a non-business day, save for the last day of the month, it will be deferred to the next business day. In the event that a deposit date falls on the last day of the month, which is a Saturday or a non-business day, deposit shall be made on the immediately preceding business day (other than a Saturday). Early deposit may not earn interest until the agreed deposit date.

3.11　Principals and interests at the agreed rate will only be paid to you at the end of the agreed term. If you fail to deposit the agreed sum on any deposit date, no interest will be payable, and we may terminate the deposit and return the principals after deducting our reasonable charges and funding loss. If you request an early uplift, we reserve the right not to pay interest and to impose a reasonable charge.

4.　Cheques

4.1　Cheques should only be drawn on the form provided by us, and should only be used for the accounts permitted by us.

4.2　You will be responsible for all losses and reasonable expenses if you fail to exercise reasonable care in drawing cheques or if you draw them by a means or in a manner that may facilitate alteration, fraud or forgery.

4.3　We may deliver a cheque book to you in person or, at your risk, to the bearer of your instruction or by ordinary mail or registered mail to your correspondence address and debit your account for the postage.

4.4　On receiving a new cheque book, you should check the serial numbers, account number, your printed name and the number of the cheques. You should promptly report any irregularities to us.

4.5　You will keep your cheque books under lock. You should promptly report the loss of any cheque to us. We are not responsible for any payment made before we have a reasonable time to act on your request to stop payment or on your report of lost cheque.

4.6　We may return a cheque unpaid if it is not signed in accordance with your specimen signature on our record, or is incorrectly completed, altered without your full signature, mutilated, post-dated or out-of-date. Reasonable charges will apply. Change of your specimen signature will become effective only after we have recorded it.

4.7　We are not responsible for any alteration of a cheque or instrument that cannot be detected with reasonable care.

4.8　If several cheques are presented for payment simultaneously, we may in good faith without liability determine the order for payment.

4.9　After closing your account we may without liability return unpaid any cheque subsequently presented.

4.10　You will return all unused cheques to us on closing your account.

4.11　Cheques drawn by you may, after payment and recording in electronic form, be retained by the collecting bank or Hong Kong Interbank Clearing Limited ("HKICL") for the period stated in the rules relating to the cheque clearing system operated by HKICL and after this, they may be destroyed. You authorise us to contract with collecting banks and HKICL accordingly.

4.12　Overdrafts are granted at our discretion. Interest and fees will be charged at the rate and in the manner we determine from time to time. We may at any time reduce, cancel, suspend or increase an overdraft facility, or demand immediate repayment of all outstanding amounts and interests.

4.13　A "cheque" includes, to the extent applicable, a bill, draft, order and other payment instrument.

5.　Deposits

5.1　Fixed, call and other deposits may only be made in the currency and minimum amount, for the period and at the rate accepted by us and as stated in a deposit confirmation issued by us. Any other rates and information provided by us are not binding.

5.2　You should examine each deposit confirmation carefully, and notify us promptly of any error. We may require surrender of the original confirmation in good order to withdraw the deposit. A new deposit confirmation or an auto renewal notice will be issued on renewal.

5.3　Deposits may not be uplifted before maturity. For a call deposit, maturity refers to the expiry of your notice of the agreed period to us. We may permit an early uplift subject to payment of our losses, reasonable expenses and charges. We reserve the right not to pay interest on the deposit if an early uplift is permitted, and you may be required to repay any interest paid.

5.4　Interest on a deposit is only payable at maturity. Interest is calculated on the principal amount of the deposit at the agreed rate for the number of days from the effective date of the deposit up to but excluding the maturity date. For call deposits, interest will be calculated on a daily basis at the fluctuating rates quoted by us for deposits of comparable amount and term.

5.5　A deposit, which would otherwise mature on a non-business day, matures on our next business day.

5.6　We may (but are not obliged to) pay interest on a matured deposit that is not renewed or withdrawn at our savings account rate or any other rate determined by us or renew the deposit for the same period at the rate for similar deposits quoted by us at close of business on the renewal date. A deposit to be automatically renewed will carry interest at the rate for similar deposits quoted by us at close of business on the renewal date.

5.7　A swap deposit will be placed and be repaid with interest in an agreed currency (the first currency). We will convert the principal amount into another currency (the second currency), calculate interest on the converted amount, and reconvert the amount and interest into the first currency at maturity at the agreed forward rate for repayment. No amount will be repayable in the second currency. Renewals will only be made in the first currency.

5.8　For Unimonth Time Deposits or other deposits with a rate guarantee, the interest rate from the 2nd month will be the same rate or, if higher, our published rate for the same period or any other period agreed by you and us, subject to any maximum rate determined by us.

6.　Foreign currencies

6.1　"Foreign currencies" means currencies other than Hong Kong dollars and accounting units accepted internationally as equivalent to currency, which we agree are available for the purposes of our services.

6.2　We may settle foreign currency transactions in Hong Kong dollars or the foreign currency, and may convert any currency into another currency at our spot rate.

6.3　Deposits of foreign currency into a foreign currency account may be subject to restrictions. If accepted, a reasonable commission in lieu of exchange and our reasonable charges will be payable.

6.4　We may pay withdrawals after deducting a reasonable commission in lieu of exchange and our reasonable charges, by one or more of the following methods, without liability for any loss thus incurred :

　(a)　by telegraphic or other transfer in the relevant currency;

　(b)　by issuing a draft in the relevant currency on such bank at such place as we reasonably determine;

　(c)　subject to availability at the relevant branch, in cash in the relevant currency;

　(d)　by payment in Hong Kong dollars at our T/T or bank notes rate (at our choice) for buying Hong Kong dollars.

7.　US Dollar/Euro clearing
 

It is an additional requirement of US dollar and Euro clearing in Hong Kong that:

7.1　You acknowledge that the operation of the US Dollar and Euro clearing systems in Hong Kong is subject to the US Dollar Clearing House Rules and the US Dollar Operating Procedures, and the Euro Clearing House Rules and the Euro Dollar Operating Procedures respectively (in each case as modified from time to time).

7.2　You agree that the Hong Kong Monetary Authority shall not be liable to any person in respect of any claim, loss, damage or expense (including, loss of business, loss of business opportunity, loss of profit, special, indirect or consequential loss) (even if Hong Kong Monetary Authority knew or ought reasonably to have known of their possible existence) of any kind or nature whatsoever arising in whatever manner directly or indirectly from or as a result of anything done or omitted to be done by Hong Kong Monetary Authority bona fide or by the settlement institution, Hong Kong Interbank Clearing Limited or any member of the US Dollar or Euro Clearing House, or any other person in the management, operation or use (including without limitation, the termination and/or suspension of the settlement institution, the Clearing Facilities or any member) of the Clearing House or the Clearing Facilities or any part of any of them.

7.3　You agree that, without prejudice to 7.2 above, the Monetary Authority shall not owe any duty or incur any liability to you in respect of any claim, loss, damage or expense (including loss of business, loss of business opportunity, loss of profit, special, indirect or consequential loss) (even if the Monetary Authority knew or ought reasonably to have known of their possible existence) of any kind or nature whatsoever arising in whatever manner directly or indirectly by the giving of any notice, advice or approval in relation or pursuant to the US Dollar Clearing House Rules and the US Dollar Operating Procedures, and the Euro Clearing House Rules and the Euro Dollar Operating Procedures.

8.　ATM Cards

8.1　A card and password may be issued to you to access through such ATMs (automatic teller machines), point of sale terminals and other devices such accounts and services as are provided by us on the relevant channel from time to time.

8.2　Cheques and cash (but not coins) in the currency notified by us may be deposited into an ATM but are subject to our verification, which will be binding on you, except for manifest error. If we are aware of a discrepancy, we will notify you as soon as practicable. Verification may not take place on the day of deposit. You will not be able to withdraw or use the funds before they are cleared and credited to your account.

8.3　Your card may only be used by you and is not transferable. Cards are our property. You will surrender your card to us on request. You will remain responsible for all transactions on your card before its return to us.

8.4　A replacement card may be issued subject to conditions and reasonable charges. A lost card that is subsequently found may not be used without our prior agreement.

8.5　You authorize us to debit your account with the amount of any transaction involving the use of your card or password or both. However, you will not be responsible for any amounts wrongly charged to your accounts and any interest thereon:

　(a)　in the event of misuse when the card has not been received by you;

　(b)　for all transactions not authorized by you after we have been given adequate notification that the card or PIN has been lost or stolen or that someone else knows the PIN (unless you have acted fraudulently or with gross negligence, or allowed a third party to use your password, or failed to comply with your obligations under Clause 6.3 or 6.4 relating to password);

　(c)　when faults have occurred in the terminals, or other systems used, which cause cardholders to suffer direct loss unless the fault was obvious or advised by a message or notice on display; and

　(d)　when transactions are made through the use of counterfeit cards.

8.6　A card does not entitle you to credit.

8.7　In the absence of negligence or wilful misconduct, we are not responsible if you are not able to use your card or password or for the malfunctioning of any card, ATM or other device. We are not responsible for any goods or services bought by you with the use of a card or password. You will make any claim only against the supplier of the goods or service.

8.8　Cancelling a card does not cancel the account.

8.9　If we are a party to a shared electronic system, we will not avoid liability to you in respect of any loss arising from the use of the card either caused or contributed by another party to the system.

Schedule 2: Electronic services

1　Electronic services (on the Internet, telephone, or other electronic network or devices as advised by us) allow you to access such services as are provided by us on the relevant channel from time to time. Your instructions may be processed automatically by computers without oversight.

2　You understand and acknowledge that electronic services are provided as an additional service or channel to receive instructions from you, and shall not be considered as a substitute for other accepted methods of giving instructions. You will use other methods or channels to give instructions to us if electronic services are not available.

3　You acknowledge that if internet banking service is used to purchase securities, such service is offered only in jurisdictions where and when it may be lawfully offered. Such service and information relating to such service are not intended for access or use by persons in other jurisdictions. You are aware of and will observe any applicable laws and regulations.

4　By subscribing to an electronic service, you confirm that you have appropriate equipment and facilities to, and agree to, receive our electronic communications, which may be sent in lieu of paper or other communications.

5　You will not access our electronic services except with an equipment (and software) and in a communications format permitted by us, or for any purpose or in any way other than to access an available service in a reasonable manner. You will ensure that the contents of a message sent by or on your behalf are not inconsistent with applicable law.

6　As between the parties, a contract concluded by electronic messages is concluded in Hong Kong and at the time when our final confirmation of your instructions is dispatched. If you do not receive a confirmation, you must check with us.

7　Electronic messages are treated as a writing signed by the sender. Neither party will contest the validity of a contract concluded by electronic messages on the grounds that it was so concluded.

8　If a re-confirmation has been requested from you, your instructions are not effective unless re-confirmed within time.

9　If your instruction has not been accepted by our system for any reason (for example, after a cut-off time), you should try again. Our system will not reprocess your instruction automatically. Our system may process your instruction without checking even if it conflicts with other information.

10　Your statements of account may be sent to you by posting at a secure location on our website accessible by your password. You will read them without delay.

11　We may accept or reject an instruction received by our system that is not related to an available service on the relevant channel.

12　You will communicate with us in relation to a transaction through the same communication channel. You will, when required, quote the transaction number assigned by us. Acting reasonably, we may use any available channel.

13　You acknowledge that an accepted instruction may be rejected by reason of computer operations. You will check whether your instructions have been executed. We will not notify execution or non-execution.

14　You acknowledge that electronic instructions given by your password may be used to register any accounts for the purposes of an electronic service, so that such accounts may become accessible by electronic instructions.

15　You will not alter, circumvent or interfere with the operation of our services or website. You will not alter any form downloaded by you without our consent.

16　Transactions and messages shown on or printed out from your computer or other equipment are for your reference only.

17　We may download information including identification data to your computer or equipment.

18　You are regarded as having received a communication when it is dispatched by our system or posted on our website.

19　Records will only be retained in our system or website for the period reasonably determined by us.

20　Hyperlinks to other sites are provided for your convenience only. They are not our recommendation or endorsement of the other sites. We are not responsible for the contents of the other sites, and have not verified them.

21　Our website is hosted by us and is connected to the Internet via an independent service provider, who is not our agent. While we have selected a reputable service provider, we are not responsible for their act or omission.

22　To the extent applicable, this Schedule also applies to plastic cards issued by us.

23　You are obliged to observe in a timely manner the relevant security measures specified from time to time by us for the use of electronic services.

Schedule 2A: Terms and Conditions for White Form eIPO Online Payment Services

Disclaimer

1.　You (the customer), an applicant to subscribe for certain offer of securities, as defined in the Securities and Futures Ordinance (Cap. 571), which may or may not be listed on The Stock Exchange of Hong Kong Limited (the "Offer"), agree to assume the risks associated with conducting on-line bill payment transactions of white form application(s) for electronic initial public offering of securities ("eIPO"), through our electronic services from time to time as more particularly described below ("White Form eIPO Online Payment Services") on an internet website (the "Website") operated and/or maintained by or on behalf of us, Industrial and Commercial Bank of China (Asia) Limited ("ICBC (Asia)", "we", "us" or "our", as applicable, and through the internet, including (i) leakage of data (including but not limited to personal data), loss of data, incorrect data transmission, bugs and virus attack due to the public nature of the internet; and (ii) unauthorized use, system failure, unavailability of services, interception, interruption, transmission blackout or delayed transmission.

2.　In providing the White Form eIPO Online Payment Services to you, we are not acting as your investment adviser and shall not be responsible for any loss which you may suffer as a result of your investment using the White Form eIPO Online Payment Services. You shall seek independent professional advice on legal, tax, and other issues in connection with the use of White Form eIPO Online Payment Services, these Terms and Conditions, the Master Terms and Conditions – Banking Services, the relevant information or any offering documentation issued by the issuer or offeror of the securities (the "Issuer") in relation to the applicable offer (the "Offer Documentation") and the online application instruction in respect of each Offer and any transactions and dealings which may affect you under all applicable law.

3.　Subject to any applicable laws and regulations, unless caused by our negligence or wilful default, we shall not be liable for any loss, damage or expense suffered by you by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instruction for whatever reason (including, without limitation, any failure or error of any computer or electronic system of equipment).

4.　We are authorized, at our discretion, to take such steps as we may consider expedient to enable us to provide the White Form eIPO Online Payment Services including the right to comply with any law, regulation, order, directive, notice or request from any government or regulatory authority (whether or not having the force of law), or rules and regulations of any system providing central clearing and settlement facilities.

5.　We shall not have any liability (i) in respect of, (ii) are not responsible for, (iii) have not authorized and (iv) shall not be deemed to have authorized the contents of the Offer Documentation and, where applicable, the application form(s) relating thereto unless we are also the Issuer.

1.　White Form eIPO Online Payment Services

1.1　Subject to these Terms and Conditions and the Master Terms and Conditions – Banking Services, as revised from time to time, we provide the White Form eIPO Online Payment Services through the Website for you to make on-line payment for your eIPO application.

1.2　These Terms and Conditions form part of the Master Terms and Conditions – Banking Services. If there is inconsistency between the provisions of these Terms and Conditions and the general provisions of the Master Terms and Conditions – Banking Services, these Terms and Conditions shall prevail to the extent of inconsistency in relation to the provision of White Form eIPO Online Payment Services.

1.3　By accepting these Terms and Conditions, you appoint and authorize us to transfer fund from your designated account(s) with us to the relevant account(s) of the payee(s), from time to time, on behalf of you and in accordance with your instructions. We reserve the right to refuse acting on your instructions if there is insufficient funds in your designated account at the relevant time for settling the application money and related expenses or if, in our opinion, there are reasonable grounds for such refusal. We act as your agent for the purpose of White Form eIPO Online Payment Services and are not the agent of the parties involved in the eIPO.

1.4　You must satisfy the following requirements before the White Form eIPO Online Payment Services will be offered to you:

　1.4.1　you are qualified to apply for the IPO securities on the terms and conditions set out in the Offer Documentation;

　1.4.2　you are over 18 years of age; and

　1.4.3　you have satisfied other requirements which are specified by the Issuer and/or us, if any.

1.5　We may, from time to time, at our absolute discretion and without prior notice, designate the maximum amount of payment that may be made through the White Form eIPO Online Payment Services, including but not limited to for each transaction or for each day or otherwise. Further, for the purpose of calculating such maximum amount of payment, we will take into account the other White Form eIPO Online Payment Services transaction(s) which you may have made on the relevant day.

1.6　Your payment instruction(s), once given under the White Form eIPO Online Payment Services, is irrevocable and may not be withdrawn by you without our prior consent.

1.7　We will assign a reference number, which will be displayed on screen, for the purpose of acknowledging receipt of an instruction to make on-line payment or transfer of funds to the payee through the White Form eIPO Online Payment Services (which for the avoidance of doubt does not constitute an acceptance by the Issuer of an offer by you to subscribe for such securities). You will be deemed to have received the reference number immediately upon such display on screen. We shall not be responsible for separately notifying you your assigned reference number and the amount payable by you for your White Form eIPO Online Payment Services.

1.8　All instructions which have been confirmed and acknowledged by or on behalf of us in the manner described in Clause 1.7 above shall be irrevocable and binding on you, whether given by you or by any other person purporting to be you. We shall be under no duty to verify the authority or authenticity of any such instruction.

1.9　We are hereby authorized by you, as per your payment instruction, to:

　1.9.1　at our discretion, debit or overdraw the amount of application money (together with any premium, if applicable) from your designated account as well as any other amount representing actual or contingent liabilities incurred by us as a consequence of performing your instruction;

　1.9.2　convert any subscription money at our spot rate of exchange if its currency is different from that of the securities. You shall be liable for any exchange rate loss arising from such exchange.

1.10　You shall ensure that sufficient clear funds have been credited into the designated account to cover the payment instructions and the related expenses to be incurred in connection with your instruction when you deliver your payment instruction under the White Form eIPO Online Payment Services.

1.11　When using the White Form eIPO Online Payment Services, you will be required to confirm and verify certain information in respect of the intended payment instruction(s) and designate your account from which the subscription monies and related charges should be debited. You should key in or otherwise input such information and verify its accuracy carefully. We shall not be responsible for any wrongful payment which is caused by any errors or mistakes in the information given by you.

2　Your Responsibilities

You :

2.1　represent, warrant and agree to use the White Form eIPO Online Payment Services in strict compliance with these Terms and Conditions and all provisions set out in the Offer Documentation, the online application instruction, the instruction pages for payment and other instructions set out in the Website;

2.2　authorise us to disclose and transfer to any person in connection with the Offer, or any other person if required by any law, regulation, court order or any government or regulatory authority all information relating to you or if such disclosure and transfer is, in our opinion (acting reasonably), necessary for the provision of the White Form eIPO Online Payment Services or if such disclosure is requested or required in connection with the Offer;

2.3　authorise us to transmit information relating to you to or through and to store that information anywhere in each case as we reasonably think necessary or desirable for the provision of White Form eIPO Online Payment Services;

2.4　represent and undertake that you have all authorizations and consents necessary for the transfer, use, control or processing of personal data and other information furnished to or received by us in connection with or pursuant to the use of the White Form eIPO Online Payment Services;

2.5　shall indemnify us against any losses or liabilities arising out of or in connection with any claims against us that the transfer, use, control or processing of personal data and other information pursuant to our services under the White Form eIPO Online Payment Services infringes any individual's rights or violates any law or regulations.

3　Governing Conditions

3.1　The use of and all transactions and dealings effected by using the White Form eIPO Online Payment Services are subject to these Terms and Conditions, the Master Terms and Conditions – Banking Services, the Master Terms and Conditions – Investment Products, the terms and conditions of the Banking Services & Accounts Application Form, the terms and conditions of the Personal Internet Banking/Phone Banking Services Application/Amendment Form and the Privacy Statement & Disclaimer and other terms and conditions of ICBC (Asia) applicable from time to time including those set out in the online application instruction or elsewhere on the Website. Such disclaimer and other terms and conditions shall apply as if they were expressly extended to the use of the White Form eIPO Online Payment Services.

3.2　Each payment instruction shall also be subject to the terms and conditions of the relevant Offer which are contained in the Offer Documentation relating thereto.

3.3　These Terms and Conditions only set out the specific provisions governing the provision of White Form eIPO Online Payment Services, we shall not be of any concern or liability whatsoever arising from or in connection with the underlying transaction, including application of new shares, between you and the relevant payee to whose account you have effected, or intended to effect payment through the White Form eIPO Online Payment Services.

4　Miscellaneous

4.1　These Terms and Conditions may be amended, modified and varied from time to time. Any amendments to these Terms and Conditions shall become effective subject to our notice provided in any manner as we think appropriate. By continuing to maintain or use the White Form eIPO Banking Services on or after the effective date of amendments, you shall be deemed to have agreed to such amendments.

4.2　No failure to exercise, nor any delay in exercising, on our party, any right or remedy under these Terms and Conditions shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive any rights or remedies provided by law.

4.3　If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

4.4　We will take reasonable precautions to maintain the confidentiality of information relating to you furnish by you to us in connection with the use of White Form eIPO Online Payment Services.

4.5　We shall determine from time to time of notice (whether written or any other form) and the mode of communication with respect to each type of notice to be given pursuant to these Terms and Conditions.

Schedule 3: RMB Account

1.　"Renminbi" or "RMB" means the lawful currency for the time being of the People's Republic of China ("PRC").

2.　"RMB Account" means the RMB Savings Account or any RMB Time Deposit Account with us in your name opened, operated and maintained.

3.　Unless otherwise agreed by us, you may only open one RMB Savings Account with us (whether in your own name or jointly with another person) subject to the requirement that you hold a valid Hong Kong Identity Card and we may at any time, by 14 days’ prior notice to you, close any other RMB Savings Account(s) maintained by you with us. The notice may, if necessary under the circumstances, take effect immediately.

4.　You may, subject to our discretion, open any number of RMB Time Deposit Account(s) (in your own name or, if the RMB Savings Account is opened jointly with another person, jointly with that person) if you have already opened a RMB Savings Account with us.

5.　Deposit into the RMB Savings Account may only be made by depositing Renminbi in cash (in a denomination acceptable to us), by converting HK Dollars (whether in cash or being HK Dollars in a HK Dollar account maintained by you with us) at such exchange rate determined by us with reference to the RMB exchange rate as announced by The People's Bank of China from time to time, by transfer from another Renminbi savings account with us maintained by another person in Hong Kong or by such other method as we may from time to time stipulate at our discretion. The method of deposit will be stated in the passbook or statement in respect of the RMB Savings Account against the relevant entry.

6.　Except as provided in Clause -7, 8 and 9 in this Schedule and except where we stipulate otherwise, no transfer shall be made from or to the RMB Savings Account. Except where we stipulate otherwise, no cheque shall be deposited or drawn in respect of any RMB Account.

7.　You may transfer funds from the RMB Savings Account to another RMB Savings Account with us maintained by another person in Hong Kong.

8.　Transfer of funds may be made between your RMB Savings Account, your RMB Time Deposit Account(s) and your RMB Current Account (if any) as mentioned in Schedule 6 hereto, all under the same name.

9.　You may transfer funds from the RMB Savings Account to an account of you under the same name with a financial institution in the PRC designated by you acceptable to us (the “ PRC Account”). The aggregate amount of funds transferred by you from the RMB Savings Account under this clause and all other RMB accounts (including RMB Time Deposit Account and RMB Current Account) shall not exceed RMB80,000 (or such other amount as may be determined regulatory institutions, for example, The People’s Bank of China, from time to time) in a day. You may, subject to applicable laws and regulations in the PRC and in accordance with withdrawal arrangements in the PRC, transfer from the PRC Account the funds transferred under this clause which have not been withdrawn from the PRC Account to the RMB Savings Account.

10.　If we are unable to deposit funds into or transfer or remit funds from or to any RMB Account(s) due to system failure or other reasons beyond our control, we shall not be required to deposit, transfer or remit such funds unless and until such time as it is reasonably able to do so.

11.　Except where we stipulate otherwise, no withdrawal may be made from, no deposit may be made into and no transfer shall be made from or to the RMB Time Deposit Account(s) unless by way of transfer to and from the RMB Savings Account as stipulated in Clause 6 in this Schedule.

12.　Withdrawal from the RMB Savings Account may only be made by withdrawing Renminbi in cash, by withdrawing HK Dollars in cash (by converting RMB in the RMB Savings Account into HK Dollars at such exchange rate determined by us with reference to the RMB exchange rate as announced by The People's Bank of China from time to time) or by such other method as we may from time to time stipulate at our discretion.

13.　Where you request a withdrawal in Renminbi from the RMB Savings Account, we shall be entitled to make payments, subject to the availability of bank notes in us, by cash payment in Renminbi or such other methods as we may decide at our discretion.

14.　The method of withdrawal will be stated in the passbook or statement in respect of the RMB Savings Account against the relevant entry.

15.　If payments are delayed or cannot be made in time due to system failure or other reasons beyond our control, we may at our discretion decide not to make such payments unless and until such time as we are reasonably able to do so.

16.　The aggregate deposits into the RMB Savings Account (by converting HK Dollars in cash under Clause 5 in this Schedule) or the aggregate withdrawals from the RMB Savings Account by cash payment in HK Dollars (in Clause 12 in this Schedule) (calculated separately) by you in a day shall not exceed RMB20,000 (or such other amount as may be determined by the regulatory institutions, for example, The People’s Bank of China, from time to time). For this purpose, the daily amount of withdrawals will not be aggregated to / deducted from the daily amount of deposits.

17.　We may levy a service charge on withdrawals from or deposits into the RMB Savings Account at such rate as we may from time to time reasonably determine. The charge shall be payable by you by such means as may be reasonably determined by us and we shall be entitled to deduct the charge from the RMB Savings Account.

18.　We may (but are not obliged to) require you to provide such documents or information as we reasonably think fit to ensure that applicable laws and regulations in the PRC in relation to the RMB Account(s) (including those promulgated by State Administration of Foreign Exchange of the PRC) have been complied with.

19.　All transactions in respect of the RMB Account(s) shall be completed at the counters at our principal place of business or our branches in Hong Kong or such other places or through other channels such as the telephone, the internet or an automated teller machine as we may from time to time stipulate at our discretion. Where we so stipulate, instructions given over the telephone, via the Internet or at an automated teller machine shall be given in accordance with the respective terms and conditions in respect of those services.

Schedule 4: Family Club

1.  “Club” means Family Club whose each membership is subject to a maximum of two customers and may comprise of either one Primary Club member or one such member plus one optional Secondary Club member, and who is/are issued with the Club ATM card(s) and entitled to privileges offered by us and/or any designated merchant upon presentation of the Club ATM card.

2. You may apply to enrol as a Primary Club member of the Club or if an existing Primary Club member consents in writing, as a Secondary Club member of the Club by notice to us.  You may belong to one Club membership only throughout the time you are a member of the Club and cannot be the Primary Club member and Secondary Club member of the same Club membership.  A Primary Club member may give consent to another customer to join the Club as a Secondary Club member under his Club membership and he may only do so once throughout the time he is a member of the Club. 

3. You agree that each of the core banking services as listed in the Schedule of Services below and any other banking services which we may from time to time include in the Club (the “Services”) is made available by us subject to our terms and conditions applicable from time to time to such services (including the relevant account mandates and customer user guides) and you agree to be bound thereby.  Those terms and conditions prevail, if they conflict with these Terms and Conditions.

4. We may (acting reasonably) at any time by notice to you (i) add new banking services to the Services, or to replace, suspend, vary or terminate any Services, (ii) designate any Services as core banking services, and (iii) vary or amend these Terms and Conditions. 

5. A Primary or Secondary Club member shall maintain subscription of all the Services throughout the time he is a member of the Club.  If the Club HKD Savings Account is closed by the Primary Club member, the Club membership of both the Primary and relevant Secondary Club members shall be terminated immediately.

6. We may adjust the Club membership fee payable by the Primary Club member periodically and charge additional fee(s) if the Primary Club member ceases to subscribe any one of the Services.

7. The Primary Club member shall solely be liable to pay us the fees and charges in respect of the Club (including without limitation a membership fee payable periodically).  If the Primary Club member’s average daily total assets including all deposit balances, investment portfolio, outstanding under any loan or facilities provided by us and any other assets as from time to time determined by us shall in any time period specified by us exceed HKD100,000 (or such other amount as we determine), the membership fee of the Primary Club member for the following year will be waived.

8. We may debit any fees and charges payable by the Primary Club member from the Club HKD Savings Account of the Primary Club member at any time.

9. If the Primary Club member has insufficient funds in his account or insufficient credit with us to cover fees and charges payable by him, we may terminate or suspend all or any privileges which he and the relevant Secondary Club member are entitled as a Club member.

10. (For a Primary Club member) You shall be deemed to have closed your Club HKD Savings Account and terminated the relevant Secondary Club membership upon termination of the Club membership by either you or us. Accordingly, the Club HKD Savings Account of the relevant Secondary Club membership shall also be deemed to have closed.

11. All Club ATM cards must be returned to us upon termination of the Club membership by either you or us.

12. All privileges and benefits including without limitation to preferential interest rates offered by us and any of our designated merchants to you and your subscribed Services will cease automatically upon termination of the Club membership.

Schedule of Services

1. Family Club HKD Savings Account

2. HKD Current Account

3. ATM Services (embedded in Club ATM card)

4. Phone Banking services

Schedule 5 : RMB Company Account

1. “Renminbi” or “RMB” means the lawful currency for the time being of the People’s Republic of China (“PRC”).

2. “RMB Company Account” means the RMB Savings Account or any RMB Time Deposit Account opened by a customer with us who must be HK commercial establishments that provide retail, catering, accommodation, transportation services, communications services, medical services and educational services (or such other business as may be determined by us from time to time).

3. We shall at our discretion open and maintain a RMB Company Account for you and may (but are not obliged to) require you to provide such documents or information as we think fit to prove that you have been engaged in any of the services mentioned in Clause 2 in this Schedule.

4. Unless otherwise agreed by us, you may only open one RMB Savings Account with us and we may at any time, by 14 days’ prior notice to you, close any other RMB Savings Account(s) maintained by you with us. The notice may, if necessary under the circumstances, take effect immediately.

5. You may, subject to our discretion, open any number of RMB Time Deposit Account(s) if you have already opened a RMB Savings Account with us.

6. Deposit into the RMB Savings Account may only be made by depositing Renminbi in cash (in a denomination acceptable to us) or by such other method as we may from time to time stipulate at our discretion. The method of deposit will be stated in the passbook or statement in respect of the RMB Savings Account against the relevant entry.

7. Except as provided in Clause 8 in this Schedule and except where we stipulate otherwise, no transfer shall be made from or to the RMB Savings Account. Except where we stipulate otherwise, no cheque shall be deposited or drawn in respect of any RMB Account.

8. Transfer of funds may be made between your RMB Savings Account and your RMB Time Deposit Account(s) under the same name.

9. Except where we stipulate otherwise, no withdrawal may be made from, no deposit may be made into and no transfer shall be made from or to the RMB Time Deposit Account(s) unless by way of transfer to and from the RMB Savings Account as stipulated in Clause 8 in this Schedule.

10. Withdrawal from the RMB Savings Account may only be made by withdrawing Renminbi in cash, by withdrawing HK Dollars in cash (by converting RMB in the RMB Savings Account into HK Dollars at such exchange rate determined by us with reference to the RMB exchange rate as announced by the People’s Bank of China from time to time) or by such other method as we may from time to time stipulate at our discretion.

11. Where you request a withdrawal in Renminbi from the RMB Savings Account, we shall be entitled to make payments, subject to the availability of bank notes in us, by cash payment in Renminbi or such other methods as we may decide at our discretion.

12. The method of withdrawal will be stated in the passbook or statement in respect of the RMB Savings Account against the relevant entry.

13. If payments are delayed or cannot be made in time due to system failure or other reasons beyond our control, we may at our discretion decide not to make such payments unless and until such time as we are reasonably able to do so.

14. We may levy a service charge on withdrawals from or deposits into the RMB Savings Account at such rate as we may from time to time reasonably determine. The charge shall be payable by you by such means as may be reasonably determined by us and we shall be entitled to deduct the charge from the RMB Savings Account.

15. We may (but are not obliged to) require you to provide such documents or information as we reasonably think fit to ensure that applicable laws and regulations in the PRC in relation to the RMB Account(s) (including those promulgated by State Administration of Foreign Exchange of the PRC) have been complied with.

16. All transactions in respect of the RMB Account(s) shall be completed at the counters at our principal place of business or our branches in Hong Kong or such other places or through other channels such as the telephone, the internet or an automated teller machine as we may from time to time stipulate at our discretion. Where we so stipulate, instructions given over the telephone, via the internet or at an automated teller machine shall be given in accordance with the respective terms and conditions in respect of those services.

Schedule 6 : RMB Current Account

1. “Renminbi” or “RMB” means the lawful currency for the time being of the People’s Republic of China (“PRC”).

2. “RMB Current Account” means the RMB Current Account with us in your name opened, operated and maintained.

3. “PBOC” means The People’s Bank of China.

4. Unless otherwise agreed by us, you may only open one RMB Current Account with us (whether in your own name or jointly with another person) subject to the requirement that you hold a valid Hong Kong Identity Card and we may at any time, by 14 days’ prior notice to you, close any other RMB Current Account(s) maintained by you with us (whether in your own name or jointly with another person). The notice may, if necessary under the circumstances, take effect immediately.

5. Deposit into the RMB Current Account may be made by depositing Renminbi in cash (in a denomination acceptable to us), by converting HK Dollars (whether in cash or being HK Dollars in a HK Dollar account maintained by you with us) at such exchange rate determined by us with reference to the RMB exchange rate as announced by PBOC from time to time, by transfer from any Renminbi savings account with us maintained by you or another person in Hong Kong or by such other method as we may from time to time stipulate at our discretion. The method of deposit will be stated in the statement in respect of the RMB Current Account against the relevant entry.

6. We may from time to time set restrictions that apply to RMB transactions in the RMB Current Account and may take all actions necessary to comply with the rules and regulations of the PBOC, the State Administration of Foreign Exchange of the PRC, the Hong Kong Monetary Authority, the clearing institution and any other authorities.

7. Without prejudice to Clause 6 in this Schedule and irrespective of whether the RMB Current Account has sufficient funds, we have the right to deal with the operation of the RMB Current Account and any cheque drawn on it in the manner as follows without liability :
   (a)   Any one cheque exceeding RMB 80,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time) drawn on the RMB Current Account shall be bounced.

   (b)   The aggregate payments in respect of cheques drawn on the RMB Current Account shall not exceed RMB 80,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time) per day. If the aggregate payments in respect of cheques drawn on the RMB Current Account in aggregate per day exceed RMB 80,000, we shall bounce any one or more of such cheques at our absolute discretion.
   (c)   We shall put in place a cap of RMB80,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time) on the day-end balance of the RMB Current Account. We are entitled to transfer any excess amount to another account under the same name which is designated by you and maintained with us. We are also entitled at our discretion not to process the deposit/transfer transaction or process such transaction on the next business day if the day-end balance of the RMB Current Account exceeds RMB80,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time).

   (d)   No overdraft of the RMB Current Account shall be allowed and you shall maintain sufficient balance in the RMB Current Account at all times. If there is insufficient balance in the RMB Current Account, we are entitled (but not obliged) to transfer funds from your other accounts with us to cover the shortfall subject to your prior consent and this fund transfer must be completed within the next business day. We are entitled to charge a handling fee for such fund transfer at such rate as we may stipulate from time to time. We may by 14 days’ prior notice to you close the RMB Current Account at our discretion in case such fund transfer arrangements are requested by you to cover the insufficient balance in the RMB Current Account in such frequency as we may determine to be excessive under the circumstances.
   (e)   Unless otherwise agreed by us, you are not allowed to effect any transfer of funds from or to the RMB Current Account.

   (f)   The aggregate amount of exchange transactions per day conducted through the RMB Current Account and all other RMB accounts (including RMB savings and RMB time deposit accounts) with us in your own name or jointly with another person shall not exceed RMB20,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time). This exchange limit shall be counted for withdrawals and deposits separately. Such exchange transactions shall only be effected through the methods as mentioned in Clause 13 of this Schedule.
   (g)   Subject to obtaining our prior consent, you may transfer fund from the RMB Current Account to an account of you under the same name with a financial institution in the PRC designated by you acceptable to us (the “PRC Account”). The aggregate amount of funds transferred by you from the RMB Current Account and all other RMB accounts (including RMB Savings Account and RMB Time Deposit Account) shall not exceed RMB80,000 (or such other amount as may be determined by the regulatory institution, for example, PBOC, from time to time) in a day. Such transaction for transfer of funds shall only be effected through the methods as mentioned in Clause 13 of this Schedule. You may, subject to applicable laws and regulations in the PRC and in accordance with the withdrawal arrangements in the PRC, transfer from the PRC Account the funds transferred under this clause which have not been withdrawn from the PRC Account to the RMB Current Account.
   (h)   Unless otherwise agreed by us, no cash withdrawal from the RMB Current Account is allowed. Where your request for a withdrawal of cash in Renminbi from the RMB Current Account is allowed by us, we shall be entitled to make payments, subject to the availability of bank notes in us, by cash payment in Renminbi or such other methods as we may decide at our discretion.
   (i)   The method of withdrawal will be stated in the statement in respect of the RMB Current Account against the relevant entry.

8. If we are unable to deposit funds into or transfer or remit funds from or to the RMB Current Account due to system failure or other reasons beyond our control, we shall not be required to deposit, transfer or remit such funds unless and until such time as it is reasonably able to do so.

9. Except where we stipulate otherwise in this Schedule, no withdrawal may be made from, no deposit may be made into and no transfer shall be made from or to the RMB Current Account.

10. If payments are delayed or cannot be made in time due to system failure or other reasons beyond our control, we may at our discretion decide not to make such payments unless and until such time as we are reasonably able to do so.

11. We may levy a service charge on any transactions through the RMB Current Account at such rate as we may from time to time reasonably determine. The charge shall be payable by you by such means as may be reasonably determined by us and we shall be entitled to deduct the charge from the RMB Current Account.

12. We may (but are not obliged to) require you to provide such documents or information as we reasonably think fit to ensure that applicable laws and regulations in the PRC in relation to the RMB Current Account (including those promulgated by State Administration of Foreign Exchange of the PRC) have been complied with.

13. All transactions for transfer of funds, exchange and remittances in respect of the RMB Current Account shall be completed at the counters at our principal place of business or our branches in Hong Kong or such other places or through other channels such as the telephone, the internet or an automated teller machine as we may from time to time stipulate at our discretion. Where we so stipulate, instructions given over the telephone, via the internet or at an automated teller machine shall be given in accordance with the respective terms and conditions in respect of those services.

14. Without prejudice to Clause 6 of this Schedule, cheques drawn on the RMB Current Account will be subject to the rules from time to time in force for the RMB Settlement System established by the Hong Kong Interbank Clearing Limited.

15. The terms and provisions relating to “Cheques” in Clause 4 of Schedule 1 to these Master Terms and Conditions shall apply to this Schedule for operation of the RMB Current Account, save and except Clause 4.11 thereof. If there is inconsistency, the provisions in this Schedule will prevail over those terms and provisions for “Cheques” as aforesaid.

Schedule 7: Elite Club Banking Services and e-Age Banking Account Services

1. Elite Club banking services and e-Age banking Account services are integrated banking services provided by us to eligible customers on such terms and conditions as specified from time to time.

2. As an Elite Club banking services customer or e-Age banking Account services customer, you will be entitled to certain services and privileges offered by us and/or open any one or more accounts at any time by issuing an instruction in such form as may be acceptable to us. Certain services and/or privileges are only available to Elite Club banking services customers who open an Elite Club Account or e-Age banking Account customers respectively.

3. Where services and privileges of Elite Club banking services or e-Age banking Account services are provided to you, you agree to be bound by these Terms and Conditions governing the Elite Club banking services or e-Age banking Account services respectively and any specific terms and conditions for particular services and accounts. If there is any inconsistency, the provisions for particular services and/or account(s) will prevail over these provisions.

4. The use of and all transactions and dealings effected by using the Elite Club banking services or e-Age banking Account services are subject to these Terms and Conditions, the Master Terms and Conditions – Banking Services, the terms and conditions of the Banking Services & Accounts Application Form, the Circular to Customers and Other Individuals relating to the Personal Data (Privacy) Ordinance and all other terms and conditions of our Bank applicable from time to time. Such terms and conditions shall apply as if they were expressly extended to the Elite Club banking services or e-Age banking Account services.

5. Subject to these Terms and Conditions and compliance with the necessary procedures, you may enroll for Elite Club banking services or e-Age banking Account services if you satisfy the following requirements:

5.1 You have satisfied the total liquid assets requirement and other requirements which are specified by us for Elite Club banking services and e-Age banking Account services respectively, if any; and

5.2 (for Elite Club banking services only) You are an individual and not a trust. Subject to our approval, a company, a partnership, a sole proprietorship, an association or a union can only enroll for certain Elite Club banking services but is not eligible to open Elite Club Account.

6. A monthly fee shall be paid by all Elite Club banking services customers and e-Age banking Account customers. We may adjust the Elite Club banking services fee and e-Age banking Account services fee payable by Elite Club banking services customers and e-Age banking Account services customers periodically.

7. Unless we notify you to the contrary, (for Elite Club banking services) if your average daily total liquid assets including all deposit balances, investment portfolio held with us (in the Elite Club Account (if applicable) or other accounts you have with us) and any other assets as from time to time determined by us shall in the previous three consecutive months or other period specified by us reach HKD800,000 or above (or such amount as we determine), the monthly fee payable by you for the following month shall be waived; and (for e-Age banking Account services) if your average daily total liquid assets including all deposit balances, investment portfolio held with us (in the e-Age banking Account (if applicable) or other accounts you have with us) and any other assets as from time to time determined by us shall in the previous three consecutive months or other period specified by us reach HKD100,000 or above (or such amount as we determine), the monthly fee payable by you for the following month shall be waived.

8. We may debit any fees and charges payable by you for the Elite Club banking services and e-Age banking Account services from your designated account held with us.

9. If your total liquid assets fall below limits as determined by us from time to time and you fail to pay the fees and charges referred to in Clause 7 above, or you have insufficient funds in the designated account to cover such fees and charges payable by you, then we may at our discretion, terminate or suspend any or all of the Elite Club banking services or e-Age banking Account services and privileges which you are entitled to as an Elite Club banking services customer or e-Age banking Account services customer. We will give you prior written notification of such termination or suspension.

10. As an Elite Club banking services customer, you will be issued (a) an Elite Club VIP Card, which shall be used for identification purposes only, or (b) if you choose to open an Elite Club Account, an Elite Club Account ATM Card. As an e-Age banking Account services customer, you will be issued an e-Age banking Account ATM Card. Our records shall, except for manifest error, be conclusive evidence as to whether you are an Elite Club banking services customer or e-Age banking Account services customer.

11. An Elite Club VIP Card and an Elite Club Account ATM Card may only be used by the applicable Elite Club banking services customer and is not transferable. An e-Age banking Account ATM Card may only be used by the applicable e-Age banking Account services customer and is not transferable. All card(s) issued to you must be returned to us upon termination of the Elite Club banking services or e-Age banking Account services.

12. We may (acting reasonably) at any time by notice to you, add new banking services to the Elite Club banking services or e-Age banking Account services, or replace, suspend, vary or terminate any Elite Club banking services or e-Age banking Account services as appropriate.

13. Subject to any applicable laws and regulations, unless caused by our negligence or wilful default, we shall not be liable for any loss, damage or expense suffered by you by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instructions for whatever reason (including, without limitation, any failure or error of any computer or electronic system or equipment).

Schedule 8: Elite Club Account and e-Age Banking Account

1. An individual applicant may, subject to our discretion, apply to open and maintain an Elite Club Account and/or e-Age banking Account with us. A customer who has opened an Elite Club Account and/or e-Age banking Account will become an Elite Club Account services customer and/or e-Age banking Account services customer automatically. As an Elite Club Account customer and/or e-Age banking Account customer, you will be issued with an Elite Club Account ATM Card and/or e-Age banking Account ATM Card.

2. You agree that each of the core banking services as listed in the Schedule of Elite Club Account Services and e-Age banking Account Services below and any other banking services which we may from time to time include under an Elite Club Account (the “Elite Club Account”) and e-Age banking Account (the “e-Age Banking Account”) are made available by us subject to our terms and conditions applicable from time to time to such service or account (including the relevant account mandates and customer user guides) and you agree to be bound by such terms and conditions.

3. You shall be deemed to have (a) closed all sub-accounts under your Elite Club Account or e-Age banking Account and (b) terminated your entitlement to the Elite Club Account services or e-Age banking Account services upon the termination of your Elite Club Account or e-Age banking Account.

4. Fund Sweeping Service

4.1 You may utilize the Fund Sweeping Service to give instructions for the purchasing of currencies selected by you by transferring funds from an Elite Club Sub-account to another Elite Club Sub-account or from an e-Age banking Sub-Account to another e-Age banking Sub-Account or vice versa, when certain pre-set criteria with us are met.

4.2 The criteria that can be pre-set are:
(a) Exchange Rate Criteria
Subject to our agreement, funds in a fixed or variable amount will be transferred at regular intervals if a target exchange rate set by you in respect of an approved currency matches that quoted by us.
(b) Balance Criteria
Subject to our agreement, a fixed or variable amount may be transferred at regular intervals, provided that a minimum amount (the “Minimum Balance”) is maintained in the account to be debited.
You must meet the Minimum Balance to utilize this service.
(c) Frequency Criteria
Funds may be transferred at regular intervals agreed by us.

4.3 We may prescribe or vary at our discretion from time to time (of which we shall notify you):
(a) the currencies available under the Fund Sweeping Service;
(b) the minimum and maximum transfer amounts of each currency;
(c) the timing and frequencies at which transfers may be made by you;
(d) the minimum or maximum number of transfer instructions which may be set up by you.

4.4 You may determine the maximum number of transfer instructions for the Exchange Rate Criteria and/or the Balance Criteria for a specific period. Once we have performed transfers up to the maximum number as instructed by you (a “Standing Instruction”), such Standing Instructions shall be deemed to be automatically terminated and thereafter we will only act on other transfer instructions from you.

4.5 Your instruction for any Fund Sweeping Service will not be effective until after we have processed such instruction. Such instruction shall constitute an application for transferring funds pursuant to these Terms and Conditions, any other applicable terms and conditions and all applicable laws and regulations. If there is any inconsistency, the provisions for particular services and/or account(s) will prevail over these general provisions.

4.6 The availability of this service will be determined by us from time to time and it may be suspended for market or other reasons at our discretion. The service may also not be available due to the volume of transactions or market or other conditions.

4.7 You shall ensure that sufficient funds are in the relevant accounts to allow your instructions to be processed (together with any fees, charges and interest, if applicable) and the related expenses to be paid in connection with your instructions under the Fund Sweeping Service.

4.8 Transfers will not be made if:
(a) there are insufficient funds in the relevant account to be debited; or
(b) there are any irregularities concerning the relevant account; or
(c) there are technical or other operation reasons for not making such transfers.

4.9 We will determine whether the amount of funds in an Elite Club Sub-Account or e-Age banking Sub-Account as appropriate will be sufficient for the proposed transfer based on:
(a) the balance at the time of actual transfer on the execution date if the transfer involves exchange; or
(b) the day-end balance one business day before the execution date if the transfer does not involve any exchange.

4.10 We shall at our absolute discretion, determine from time to time, the timing and frequencies to monitor the Exchange Rate Criteria against our prevailing buying rate or selling rate. We shall be under no obligation to monitor the Exchange Rate Criteria elected by you against the rates prevailing in the relevant foreign market on a real time basis nor to effect any currency transfer at such rates.

4.11 If any date of transfer falls on a non-business day, we shall perform your instructions on the next business day.

4.12 If on any date, the criteria elected by you have been fulfilled more than once, we will only be obliged (unless you instruct us otherwise) to transfer funds only once per day.

4.13 You shall be liable for any fees, charges, expenses and interest, if any, resulting from an instruction when there are insufficient fund in your account to cover the transfer instruction or for whatever reason other than our negligence or wilful default. We are hereby authorized by you to debit the fees, charges, expenses and interest, if applicable, from your designated account as well as any other amount representing actual or contingent liabilities incurred by us as a consequence of performing your instruction.

5. Auto Sweeping Service

5.1 You may utilize the Auto Sweeping Service to transfer funds automatically from an Elite Club Savings Account to an Elite Club Current Account or from an e-Age banking Savings Account to an e-Age banking Current Account of the same currency if the day end balance of such Elite Club Current Account or e-Age banking Current Account is overdrawn or the credit limit of any overdraft facility attached to such Elite Club Current Account or e-Age banking Current Account is exceeded. For the avoidance of doubt, this service does not extend to transfer of funds in Renminbi.

5.2 Any such transfer will be processed on the next business day subject to there being a sufficient balance on the applicable Elite Club Savings Account or e-Age banking Savings Account. A transfer of funds from an Elite Club Savings Account or e-Age banking Savings Account will not occur if the amount of the funds to be transferred does not cover the overdrawn amount of the Elite Club Current Account or e-Age banking Current Account or the amount by which the credit limit of any overdraft facility attached to the Elite Club Current Account or e-Age banking Current Account is exceeded (by reason of insufficient funds in the relevant Elite Club Savings Account or e-Age banking Savings Account or the agreed overdraft limit has been or will be exceeded or otherwise).

5.3 The daily maximum limit of automatic transfer of funds from the Elite Club Hong Kong Dollar Savings Account or e-Age banking Hong Kong Dollar Savings Account and from the Elite Club US Dollar Savings Account or e-Age banking US Dollar Savings Account shall be set by us and may be changed by us from time to time, as notified to you. Any transfer shall not exceed daily maximum limit and we will only implement the transfer of funds up to the daily maximum limit.

5.4 If we are unable to transfer funds or remit funds from or to the Elite Club Current Account or e-Age banking Current Account due to system failure or other reasons beyond our control, we shall not be required to transfer or remit such funds unless and until such time as it is reasonably able to do so. Our obligations under this service shall at all times be subject to our limitation of liabilities as set out in Clause 10 (Limit of our liability) of these Terms and Conditions.

5.5 Overdraft interest at our prevailing rates will be applied to the overdrawn amount of the Elite Club Current Account or e-Age banking Current Account or the amount by which the credit limit of any overdraft facility attached to the Elite Club Current Account or e-Age banking Current Account is exceeded, until it is settled.

5.6 We may charge such fees and charges for the Auto Sweeping Service as we shall, at our discretion from time to time determine. We are hereby authorized by you to debit the fees, charges, expenses and interest, if applicable, from your designated account as well as any other amount representing actual or contingent liabilities incurred by us as a consequence of performing your instruction.

6. No Bounced Cheques and Auto-Pay Protection Services

6.1 Subject to our agreement, an Elite Club Account customer or e-Age banking Account customer who satisfies certain criteria prescribed by us from time to time may elect to use the No Bounced Cheques and Auto-Pay Protection Services which are applicable to Hong Kong Dollar Current Account only.

6.2 By utilizing the No Bounced Cheques and Auto-Pay Protection Services, we will settle (a) any cheques to avoid any bounced cheques and/or (b) any auto-pay instructions if there are insufficient funds for such cheque and/or auto-payment(s) in your Elite Club Hong Kong Dollar Current Account or e-Age banking Hong Kong Dollar Current Account.

6.3 The maximum limit of amounts that can be transferred on each transfer shall be agreed by you with us from time to time.

6.4 We shall set the maximum amount applicable for settlement of cheques and/or auto-pay instructions under the No Bounced Cheques and Auto-Pay Protection Services.

6.5 Subject to our agreement, you may set the maximum limit for the No Bounced Cheques and Auto-Pay Protection Services, but this amount may not exceed the maximum amount for these services determined by us from time to time. If no maximum amount for the services is set by you, we shall at our discretion determine the maximum amount applicable.

6.6 Interest will be charged by us on the amounts paid by us in settlement of any cheques and/or auto-pay payments at the rates specified by us and notified to you from time to time.

6.7 If the maximum limit set by you or us in respect of the No Bounced Cheques and Auto-Pay Protection Services would be exceeded after payment to settle a cheque/auto-pay instruction, we reserve the right to return such cheque and/or not pay any part of the auto-pay instruction.

6.8 We may (acting reasonably) at any time by notice to you change these services and the requirements under these services.

6.9 Fees and charges for using the No Bounced Cheques and Auto-Pay Protection Services will be charged at the rates and in the manner we determine from time to time, of which we will notify you.

6.10 We may debit interest rate charges, other charges and fees payable by you for the No Bounced Cheques and Auto-Pay Protection Services from the Elite Club Hong Kong Dollar Current Account or e-Age Banking Hong Kong Dollar Current Account applicable to which the No Bounced Cheques and Auto-Pay Protection Services are attached (or such other account as agreed between you and us) at any time.

7. Auto Pledged Overdraft Line (for Elite Club Account only)
A credit line (“Auto Pledged Overdraft Line”) is available under the Elite Club Account subject to such terms specified by us from time to time by notification and to these Terms and Conditions. You agree that:
(a) we reserve the right to grant, cancel, review and/or revise the Auto Pledged Overdraft Line at any time in our absolute discretion;
(b) the Auto Pledged Overdraft Line shall be made available under the Hong Kong Dollar Current Account under the Elite Club Account only;
(c) the pre-defined limit of the Auto Pledged Overdraft Line shall be subject to variation from time to time at our discretion. You may choose to reduce such limit;
(d) any of your assets held with us (as agreed between you and us) shall not be released whilst the Auto Pledged Overdraft Line is in debit balance;
(e) interest on the Auto Pledged Overdraft Line shall accrue at the rate or rates determined and be subject to variation from time to time by us in our absolute discretion for Elite Club Account customers. We will as soon as practicable, notify you of such variation to the interest rate(s). We may debit any interest payable under the Auto Pledged Overdraft Line from the Elite Club Account Hong Kong Dollar Current Account (or such other account as agreed between you and us) at any time;
(f) the consolidated statement on the Elite Club Account will detail the total amount outstanding on the Hong Kong Dollar Current Account on the statement date (the “Outstanding Debit Balance”). Payment of the Outstanding Debit Balance effected by cheque or other means will be accepted on and subject to these Terms and Conditions;
(g) we reserve the overriding right to suspend the Auto Pledged Overdraft Line or to demand immediate repayment of the Auto Pledged Overdraft Line outstanding together with interest accrued and fees and other amounts payable in respect of the Auto Pledged Overdraft Line outstanding at any time in our absolute discretion;
(h) you will notify us in writing of any change of address and employment.

8. Miscellaneous

8.1 A monthly consolidated statement shall be provided to you in respect of the various sub-accounts under the Elite Club Account or e-Age banking Account.

8.2 We may debit any fees and charges payable by an Elite Club Account customer and e-Age banking Account customer from any sub accounts of the Elite Club Account or e-Age banking Account.

8.3 Subject to any applicable laws and regulations, unless caused by our negligence or wilful default, we shall not be liable for any loss, damage or expense suffered by you by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instruction for whatever reason (including, without limitation, any failure or error of any computer or electronic system or equipment).

8.4 If the Elite Club Account customer or e-Age banking Account customer has insufficient funds in his account or insufficient credit with us to cover fees and charges payable by him, we may terminate or suspend all privileges which he is entitled as an Elite Club Account customer or e-Age banking Account customer.

8.5 All ATM cards and cheque books must be returned to us upon termination of the Elite Club Account or e-Age banking Account by you or us.

8.6 All privileges and benefits offered by us and any of our designated merchants to you and your subscribed services will cease automatically upon termination of the Elite Club Account or e-Age banking Account.

Schedule of Elite Club Account Services

 
1. HKD Statement Savings Account (“Elite Club Hong Kong Dollar Savings Account”)
2. HKD Current Account (“Elite Club Hong Kong Dollar Current Account”)
3. Multi-currency Statement Savings Account
4. Time Deposit Account (“Elite Club Time Deposit Account”)
5. USD Current Account
6. RMB Current Account (only available for holders of a Hong Kong Identity Card)
7. RMB Savings Account (only available for holders of a Hong Kong Identity Card)
8. ATM services
9. Electronic services

Unless we notify you otherwise, accounts referred to in items 1 to 7 above are collectively referred to as the “Elite Club Sub-Accounts” and each an “Elite Club Sub-Account”, accounts referred to in items 1 and 3 above are collectively referred to as the “Elite Club Savings Accounts” and each an “Elite Club Savings Account” and the accounts referred to in items 2, 5 and 6 above are collectively referred to as the “Elite Club Current Accounts” and each an “Elite Club Current Account”.

Schedule of e-Age Banking Services

 
1. HKD Statement Savings Account (“e-Age Banking Hong Kong Dollar Savings Account”)
2. HKD Current Account (“e-Age Banking Hong Kong Dollar Current Account”)
3. Multi-currency Statement Savings Account
4. Time Deposit Account (“e-Age Banking Time Deposit Account”)
5. USD Current Account
6. RMB Current Account (only available for holders of a Hong Kong Identity Card)
7. RMB Savings Account (only available for holders of a Hong Kong Identity Card)
8. ATM services
9. Electronic services

Unless we notify you otherwise, accounts referred to in items 1 to 7 above are collectively referred to as the “e-Age Banking Sub-Accounts” and each an “e-Age Banking Sub-Account”, accounts referred to in items 1 and 3 above are collectively referred to as the e-Age Banking Savings Accounts” and each an “e-Age Banking Savings Account” and the accounts referred to in items 2, 5 and 6 above are collectively referred to as the “e-Age Banking Current Accounts” and each an “e-Age Banking Current Account”.

Schedule 9: Integrated Account

1. Eligible applicant may, subject to our discretion and such terms and conditions as specified from time to time, apply to open and maintain an Integrated Account which comprises several sub-accounts as listed in the Schedule of .Integrated Account Services.

2. As an Integrated Account customer, you will be entitled to certain services and privileges offered by us and/or open any one or more accounts at any time by issuing an instruction in such form as may be acceptable to us.

3. Where services and privileges of Integrated Account are provided to you, you agree to be bound by these Terms and Conditions governing the Integrated Account and any specific terms and conditions for particular services and accounts. If there is any inconsistency, the provisions for particular services and/or account(s) will prevail over these provisions.

4. The use of and all transactions and dealings effected by using the Integrated Account are subject to these Terms and Conditions, the Master Terms and Conditions – Banking Services, the terms and conditions of the Banking Services & Accounts Application Form, the Circular to Customers and Other Individuals relating to the Personal Data (Privacy) Ordinance and all other terms and conditions of our Bank applicable from time to time. Such terms and conditions shall apply as if they were expressly extended to the Integrated Account.

5. A monthly fee shall be paid by all Integrated Account customers. We may adjust the Integrated Account services fee payable by Integrated Account customers periodically.

6. Unless we notify you to the contrary, if your average daily total liquid assets including all deposit balances, investment portfolio held with us (in the Integrated Account or other accounts you have with us) and any other assets as from time to time determined by us shall in the previous three consecutive months or other period specified by us reach HKD10,000 or above (or such amount as we determine), the monthly fee payable by you for the following month shall be waived.

7. We may debit any fees and charges payable by you for the Integrated Account services from your designated account held with us or any sub-accounts of the Integrated Account.

8. If your total liquid assets fall below limits as determined by us from time to time and you fail to pay the fees and charges referred to in Clause 6 above, or you have insufficient funds in the designated account or any sub-accounts to cover such fees and charges payable by you, then we may at our discretion, terminate or suspend any or all of the Integrated Account services and privileges which you are entitled to as an Integrated Account customer. We will give you prior written notification of such termination or suspension.

9. All ATM cards and cheque books (if applicable) must be returned to us upon termination of the Integrated Account by you or us.

10. We may (acting reasonably) at any time by notice to you, add new banking services for Integrated Account customer, or replace, suspend, vary or terminate any services as appropriate.

11. Subject to any applicable laws and regulations, unless caused by our negligence or wilful default, we shall not be liable for any loss, damage or expense suffered by you by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instructions for whatever reason (including, without limitation, any failure or error of any computer or electronic system or equipment).

12. A monthly consolidated statement shall be provided to you in respect of the various sub-accounts under the Integrated Account.

Schedule of Integrated Account Services

1. HKD Statement Savings Account ("Integrated Hong Kong Dollar Savings Account")
2. HKD Current Account ("Integrated Hong Kong Dollar Current Account")
3. Multi-currency Statement Savings Account
4. Time Deposit Account ("Integrated Time Deposit Account")
5. USD Current Account
6. RMB Current Account (only available for holders of a Hong Kong Identity Card)
7. RMB Savings Account (only available for holders of a Hong Kong Identity Card)
8. ATM services
9. Electronic services

Unless we notify you otherwise, accounts referred to in items 1 to 7 above are collectively referred to as the "Integrated Sub-Accounts" and each an "Integrated Sub-Account", accounts referred to in items 1 and 3 above are collectively referred to as the "Integrated Savings Accounts" and each an "Integrated Savings Account" and the accounts referred to in items 2, 5 and 6 above are collectively referred to as the "Integrated Current Accounts" and each an "Integrated Current Account"

Master Terms and Conditions - Investment Products

1. Application

1.1 These Terms and Conditions, together with the Schedules and our current Master Terms and Conditions - Banking Services, apply, to the extent applicable, to all transactions with you (the customer) in securities, shares, stocks, debentures, bonds, notes, collective investment schemes, funds, currencies, related rights, options and interests, and other investments (securities).

We (Industrial and Commercial Bank of China (Asia) Limited) are a licensed bank under the Banking Ordinance and a registered institution under the Securities and Futures Ordinance, CE Number AAI670].

1.2 The Schedules form part of these Terms and Conditions. If there is inconsistency, the provisions for a particular service will prevail over general provisions.

1.3 Please read these Terms and Conditions carefully, particularly Clauses 6 (Limit of our liability) and 9 (Transacting as principal, including 9.8 (Early termination)), and also our Risk Disclosure Statements.

2. Information

2.1 Our information is based on information provided by the person involved in the issue or management of the relevant securities, an information vendor or a public source. For example, prices of securities on the Hong Kong stock exchange are provided by The Stock Exchange of Hong Kong Limited (and while they endeavour to ensure the accuracy of the information, no guarantee is given and no liability is accepted for any error). We believe the information to be correct, but have not verified it. The information provider does not accept responsibility in relation to the information. We are not responsible for third party information.

2.2 Reports, accounts, notices and any other documents received by us in respect of your securities will be held for a period reasonably decided by us, and will be available for your inspection during such period at our designated office. Thereafter we will destroy the documents. Unless otherwise agreed in writing, you do not require us to forward these documents to you or notify you of their receipt or contents. We will respond promptly to your request for information on corporate actions in relation to your securities in our custody.

2.3 You will not copy, disseminate, exploit or change any price, rate or other quotation provided by us or use them for any purposes other than for your own reference.

2.4 We will inform you of any material change to our name, principal address, registration status, CE number, the nature of our services, fees or charges.

3. Our services

3.1 You agree to read, understand and be bound by any offering documents, terms, application forms, procedures and other documents relating to the securities, before giving any instruction. You confirm that you are qualified to buy the securities and that your instructions conform to all relevant requirements. We are not responsible to check if this is so, and may execute any instruction as received, or make any changes to conform to relevant requirements, without notice to you.

3.2 We may execute your instructions in our or our nominee’s name and as part of a larger order. We will allocate acquired securities among you and other customers in a fair manner.

3.3 On receipt of your instructions, we may debit the relevant sums from your accounts, and thereafter:

(a) instruct brokers or others to buy or sell the securities; or

(b) apply to the issuer, manager or others to subscribe or apply for units or interests in the securities, or to redeem, transfer, switch or convert units or interests held for you.

3.4 We do not act for the manager of any securities or other persons. They may reject your application. You accept the dealing and other procedures that we agree with the manager.

3.5 Unless otherwise agreed in writing or we are already holding sufficient cash or securities in your account, you will pay us cleared funds or deliver to us securities in deliverable form, by noon on the business day on which your instruction is given, or by the time we notify you, to enable us to settle each transaction. If you fail to do so, we may terminate the transaction, or sell the purchased securities, or borrow or purchase securities to settle the transaction. You will indemnify us against all liabilities, reasonable losses and expenses.

3.6 We will credit your account with securities, proceeds, refunds, and income only after actual receipt by us and after deducting reasonable expenses. We may credit any one or more of your accounts. Unless it forms part of the services that we have agreed with you in writing, we may (but are not obliged to) take action to collect securities or money due to you. We need not inform you if any payment becomes due or overdue or if any action is required in respect of your securities. If not collected in person, delivery of securities to you will be at your risks.

3.7 You will as required designate one or more accounts as settlement accounts. Your authorised signatories for your securities account or settlement account may operate both accounts.

3.8 Acting reasonably, we may sell your securities or any part of it to raise any amounts for the purposes of our services.

3.9 If you are not the ultimate beneficiary or the person ultimately responsible for originating an instruction in relation to securities listed or traded on the Hong Kong stock exchange, or derivatives, including over-the-counter derivatives, written over such securities:

(a) you agree to provide full details (including the identity, address and contact details) of the ultimate beneficiary and of the person ultimately responsible for originating the instructions directly to the Hong Kong stock exchange and the SFC within 2 business days of a request by us or any of them;

(b) your agreement in (a) above will survive termination of our services; and

(c) if a beneficiary or person originating an instruction is located outside Hong Kong, you confirm that these provisions are binding under the relevant foreign law.

3.10 If you act for a collective investment scheme, discretionary account or discretionary trust and, in respect of a particular transaction, your investment discretion is overridden by one or more of the beneficiaries of the scheme, account or trust or someone else, you will tell us or the Hong Kong stock exchange and the SFC within 2 business days of a request when your investment discretion has been overridden and details of the person who has given the instructions.

3.11 You confirm that all your sell orders in respect of securities at or through the Hong Kong stock exchange will be “long” sales, unless you notify us at the time of placing a sell order that it relates to securities which you do not own but have a right to obtain, i.e. involves short selling, and at the same time provide us with the requisite assurance that the sale is "covered".

3.12 If any transaction relates to derivative products, including options, we will provide to you on request (a) product specifications and any prospectus or other offering document covering such products and (b) a full explanation of margin procedures and the circumstances under which positions may be closed without your consent.

3.13 You will promptly sign an order when required by us to confirm any oral order.

3.14 Our employees and representatives are not allowed to accept appointment as your agent to operate your account. Our employees and representatives are not allowed to trade contracts on their own account.

3.15 We may set limits on the size of the contracts you may establish. We will notify you of the limits and any change in writing.

3.16 We may take the opposite position to your order.

3.17 We may record conversations with you without warning.

3.18 If the securities are traded on more than 1 exchange, we may (acting reasonably) execute a transaction on any of the exchanges, unless otherwise specifically agreed.

4. Custody

4.1 You appoint us as your custodian to hold all securities acquired by us on your behalf. We will arrange for your securities to be registered or held in safe custody in accordance with applicable laws including, at our option, registration of registered securities in our nominee’s name. Your securities held by us will be recorded in your securities account.

4.2 We may reject any securities for safe custody and (acting reasonably) require any securities to be withdrawn from our custody.

4.3 Your securities will be treated as fungible and held as part of a larger holding of identical securities held for our customers. You will be entitled to the same share of the payments and rights arising on the holding as your share of the total holding. Any loss will be apportioned among all owners.

4.4 We may deposit any eligible securities into a clearing system where transfers are made electronically or by book entries. Your securities may be held overseas by a third party.

4.5 We are not required to attend meetings of holders of any securities or exercise any rights unless otherwise agreed with you in writing.

4.6 You may only withdraw or sell your securities after you have complied with the conditions and made the payments we require (acting reasonably). You may not do so if we have not actually received the relevant securities or if registration or transfer has not been completed. You will collect any certificates or documents from the place we reasonably specify.

4.7 Securities may not be withdrawn in a physical form, e.g., if they are in the form of a global certificate or in book-entry form.

5. Our role

5.1 We act as your agent, not as trustee or fiduciary. We will use reasonable care in carrying out your instructions on your behalf. Our responsibilities are limited to those expressly set out in our applicable terms and conditions. We may act as principal in a transaction and, if so, we will notify you. These Terms and Conditions apply, to the extent possible, to transactions on your behalf as well as with us.

5.2 You agree that we may accept from brokers, fund managers and other persons involved in your transactions any cash, goods, services, rebates or soft commission.

6. Limit of our liability

6.1 We need not verify the validity or genuineness of any documents or the title to your property to be received or held by us, which we reasonably believe to be genuine.

6.2 We are not obliged to purchase any securities from you, whether or not we have sold it to you or bought it for you.

6.3 We need not enquire whether the manager of any securities or other relevant person is performing its duties.

7. Your representations

You represent to us that:

(a) unless you have notified us otherwise in writing, you are the sole beneficial owner of your accounts, free from third party claims or interests and will enter into each transaction as principal and not as agent for any other person;

(b) all documents you deliver to us are valid and complete;

(c) you have made your own independent decision to enter into each transaction and as to whether the transaction is appropriate for you based upon your own judgment or upon advice from such third party adviser as you consider necessary; you understand and accept the terms and risks of the transaction and will not rely on our advice or recommendation; and

(d) the above representations will be true on the day each transaction is entered into and will survive termination of our services.

8. Material interest

When effecting transactions for you, our affiliates or we may have a material interest in relation to the transaction. For example, our affiliates or we may:

(a) have a position in relation to the securities or be involved as issuer, manager, custodian, trustee or otherwise; or

(b) match your order with those of other customers.

If we have an actual or potential conflict of interest in relation to a transaction, we will not act unless we have disclosed that conflict to you and have taken all reasonable steps to treat you fairly.

We may have existing or future commercial or banking relationships with any person involved in the issue or management of any securities or their affiliates, and will pursue actions which we deem appropriate to protect our interests, without obligation to disclose or account to you, and regardless of whether such action might adversely affect you.

9. Transacting as principal

9.1 We may as principal enter into transactions (in Clause 9, each a "transaction") with you, each of which is evidenced by a confirmation ("Confirmation") issued by us and expressed to be subject to these Terms and Conditions. Terms used bear the meaning ascribed in the Confirmation.

9.2 In the event of inconsistency, the terms of one document will prevail over the other(s) in the following order for the purpose of the relevant transaction: (1) the Confirmation, (2) the applicable Schedule and (3) these Terms and Conditions.

9.3 A contract between you and us for the sale or purchase of securities is made as soon as its terms have been confirmed orally by our authorised officer or in writing signed by our authorised officer. The terms of an oral contract will be as set out in our written Confirmation.

9.4 All transactions constitute a single agreement between the parties ("Agreement"). The parties will only enter into transactions in reliance on such fact.

9.5 The parties will make payments and deliveries in accordance with each Confirmation, subject to the condition precedent that no Event of Default (see Clause 9.7) or Potential Event of Default has occurred and is continuing. “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

9.6 You will fully perform your obligations before requiring us to perform.

9.7 Events of Default

The occurrence at any time of any of the following events with respect to you or any person who has provided any guarantee or security in support of your obligations under the Agreement (each a “relevant party”) constitutes an event of default ("Event of Default"):

(a) Fail to pay or deliver. Failure to make, when due, any payment or delivery required under the Agreement. Disclaiming, repudiating or rejecting, in whole or in part, the Agreement (or any transaction).

(b) Breach. Failure to comply with any other obligation in accordance with the Agreement if not remedied within 14 days after notice of such failure is given to you.

(c) Support default.

(i) Failure to perform any agreement to provide any guarantee or security in support of your obligations under the Agreement;

(ii) such guarantee or security expires or ceases to be in full force and effect without our written consent; or

(iii) any relevant party (or any person appointed to manage it or act on its behalf) disclaims or repudiates, in whole or part, or challenges the validity of, such guarantee or security.

(d) Misrepresentation. Any representation proves to be incorrect or misleading in any material respect.

(e) Cross default. The occurrence or existence of:

(i) a default (however described) under one or more financial, securities, derivative or borrowing transactions which has resulted in such transactions becoming, or becoming capable of being declared, due and payable or deliverable, or otherwise terminated prematurely,

(ii) a default in making one or more payments or deliveries on the due date under any financial, securities, derivative or borrowing transaction (after giving effect to applicable notice requirement or grace period), or

(iii) a disclaimer, repudiation or rejection, in whole or in part, of any financial, securities, derivative or borrowing transaction (or such action is taken by any person appointed or empowered to manage any relevant party or act on its behalf).

(f) Insolvency. Any relevant party:

(i) becomes insolvent or fails or admits in writing its inability to pay its debts as they become due;

(ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(iii) or any other person commences any judicial, administrative or other proceeding, or takes any action, (1) seeking a judgment of or arrangement for insolvency, bankruptcy, liquidation, reorganization or rehabilitation with respect to the relevant party or its debts or assets, (2) seeking the appointment of a trustee, receiver, liquidator, supervisor or custodian for the relevant party or any part of its assets, or (3) which has a similar effect;

(iv) has a resolution passed for its liquidation, reorganization or rehabilitation;

(v) has a secured party take possession of all or any part of its assets or has a distress, execution, attachment or other legal process enforced against all or any part of its assets; or

(vi) causes or is subject to any event which, under any applicable law, has a similar effect to any of the above.

(g) Merger. Any relevant party amalgamates or merges with or transfers all or any substantial part of its assets to, or reconstitutes as, another entity.

(h) Death. If you are an individual and you die or become mentally incapacitated.

(i) Change of Control. Any person acquires directly or indirectly any ownership interest enabling it to appoint a majority of the board of directors (or its equivalent), or to exercise control of, of you or any person which has provided any guarantee or security in support of your obligations. You, such guarantor or security provider effects any substantial change in its capital structure.

(j) Force majeure.

(i) Any relevant party, by reason of any event or circumstance, is or would be prevented from complying with, or it is or would be impossible or impracticable to comply with, any material provision of the Agreement where such event or circumstance is beyond the control of the affected party; or

(ii) It is or would be unlawful under any applicable law for any relevant party to comply with any material provision of the Agreement.

For this purpose, material provisions include the obligation to make or receive a payment or delivery on a timely basis under a transaction.

(k) Adequate assurances. You fail to provide adequate assurances of your ability to perform your outstanding obligations under the Agreement or any other agreement between the parties on or before the second business day after our written request when we have reasonable grounds for insecurity.

9.8 Early termination

(a) If at any time an Event of Default has occurred and is continuing, we may, by not more than 14 days notice to you specifying the Event of Default, designate a day as an Early Termination Date in respect of the affected or all outstanding transactions (which will terminate on the designated date).

(b) We will determine in good faith our losses or gains, and costs, that are or would be incurred or realized under then prevailing circumstances in replacing or providing the economic equivalent of the material terms of each terminated transaction including the remaining payments, deliveries and rights. We will determine such amounts as of a commercially reasonable date, using commercially reasonable procedures and to produce a commercially reasonable result. We may apply different valuation methods to different transactions depending on type, complexity or other relevant factors. We may take into account any relevant information including market data and information from internal sources, and without duplication:

(i) cost of funding;

(ii) any reasonable loss, cost or gain incurred in connection with our terminating or obtaining any hedge related to a terminated transaction.

All amounts will be expressed in Hong Kong dollars or another currency reasonably chosen by us. We will convert amounts in another currency at our spot exchange rate.

We will net off (i) amounts that became payable to either party in respect of all terminated transactions on or prior to the Early Termination Date and which remain unpaid as at such date and (ii) an amount equal to the fair market value as of the original scheduled date for delivery (as reasonably determined by us) of anything which was required to be delivered to either party in respect of each terminated transaction on or prior to the Early Termination Date and which has not been so delivered as at such date, together with interest from (and including) the original due date to (but excluding) the Early Termination Date, at the rate for overdue interest.

(c) As soon as reasonably practicable after an Early Termination Date, we will provide to you a statement showing, in reasonable detail, the calculations and any amount payable following our calculation under paragraph (b) above. Such amount will be payable on the day specified in the notice (being at least 7 days after the date of the notice), together with interest thereon (before and after judgment) from (and including) the Early Termination Date to (but excluding) the date such amount is paid, at the rate for overdue amounts.

(d) The parties agree that an amount recoverable under paragraph (b) above is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for loss of bargain and loss of protection against future risks. Except as otherwise provided in the Agreement neither party will be entitled to recover any additional damages for such losses.

Schedule 1: Securities margin account

Please read carefully, particularly 2 (Additional margins), 5 (Events of Default), 6 (Interest) and 7 (Additional risk disclosure) below.

1. Securities margin account

1.1 You may request us to open a securities margin account. You may give us instructions to buy securities on your behalf. For each transaction, you will pay an initial cash margin set by us. We may at our discretion accept or decline your instructions. If we accept your instructions, we will finance the balance of the price payable for the securities by way of a loan to you. All purchased securities will be held in your margin account.

1.2 We may at any time, without notice, change the type or issue of securities which we will buy for your margin account, the amount of margins required, or the amount of the loan available in your margin account.

1.3 All amounts owing by you on your margin account are repayable on demand.

1.4 We may not have time to check whether you have not paid the initial cash margin or have exceeded the undrawn amount of the available loan in the margin account. If either of the foregoing occurs, we may without notice cancel the instruction or sell the purchased securities. You will indemnify us against all reasonable losses and expenses.

1.5 Upon termination of your margin account for any reason, you will repay all debit balance together with interest thereon.

2. Additional margins

2.1 You will on demand pay such additional cash margins as we require from time to time. We may debit any initial and additional margins from any of your accounts.

2.2 We may at any time without notice apply any cash in your margin account including margins to reduce any amounts owing by you, in the order we reasonably select.

2.3 You will at all times maintain sufficient initial and additional margins in your margin account, so that the margins plus the market value (as reasonably determined by us) of the unsold securities held in your margin account will at all times exceed your outstanding loan by the percentage determined by us and previously notified to you. Failure to do so (whether or not you receive a demand for additional margin) is an Event of Default.

2.4 You will stand ready to receive margin calls. A demand for any margin is effective upon a message being left at your telephone number on any machine or with any person, or upon sending an email or fax to your email address or fax number known to us, whether or not (or when) the communication is received by you.

3. Charge

3.1 You will charge to us all securities purchased by us for your margin account as continuing security for the payment of all amounts owing by you to us (whether or not in connection with your margin account). The charge will extend to all dividends, interest, distributions, allotments, offers, benefits, entitlements, securities and rights accruing, paid, made, offered or arising in respect of, and the proceeds of sale of, the securities.

3.2 You will within the time required by us do all things which we reasonably require to perfect our security interests. You will (where applicable) deposit with us all share and other certificates, and duly signed and stamped instruments of transfer and sold notes, in respect of the charged securities. They will be held at your sole risk and reasonable expense. They may be held by our nominees or agents in or outside Hong Kong. We may at any time register any charged securities in the name of our nominees, and deposit any charged securities in any clearing system, without notice and at your reasonable cost and risk.

3.3 We will not be liable for any failure to collect any amount payable on the charged securities, to pay any call or instalment, or to take any action in respect of them, or for any loss in connection with them.

3.4 On release of any securities, we will discharge our liabilities to you by transferring to an account nominated by you or by making available for your collection securities (or certificates, instrument of transfer and sold note) of the same class and denomination (subject to any capital reorganisation which may have occurred).

4. Sale

Before the occurrence of an Event of Default, and subject to our consent, you may instruct us to sell the securities in your margin account.

5. Events of Default

5.1 If any Event of Default (as defined in 2.3 above or in Clause 9 of our Master Terms and Conditions - Investment Products) occurs, or if any circumstances arise which in our opinion might jeopardize our interests in relation to your margin account, whether or not we have made a call for margin and whether the time to meet the call has expired, all sums owing by you in your margin account will immediately become due and payable, and we may without notice:

(a) transfer from any or all of your accounts (of any nature, and whether the amounts are matured or not) any amounts to your margin account; and

(b) sell any or all of the securities in your margin account and use the sale proceeds after deducting all reasonable expenses to pay any amounts owing by you in the order we reasonably select.

5.2 If any Event of Default occurs, we may cancel any outstanding instructions or terminate any contracts for your margin account without notice and without liability.

6. Interest

6.1 Interest will accrue on the debit balance in your margin account at the rates and in the manner decided by us from time to time, and will be debited to your account at the times decided by us.

6.2 Interest will accrue on all sums due from you but unpaid, and on any debit exceeding the pre-arranged loan limit, at the rates decided by us from time to time from the due date until full repayment (before and after judgment).

6.3 We will pay interest on the net credit cash balance in your margin account at our rate for savings account for the relevant currency.

7. Additional risk disclosure

There is a high degree of leverage associated with margined transactions in securities because of the small initial margin payable. High leverage can work for as well as against you and can lead to large losses as well as gains. Under certain market conditions, you may find it difficult or impossible to liquidate a position and therefore the losses may not be limited to the margins or securities you have paid or charged to us.

Schedule 2: IPO subscription (loan)

Please read carefully, particularly 6 below.

1. We may at your request grant a loan in the amount determined by us, to be applied by us on your behalf to pay for part of the subscription price. You will put us in funds for the balance of the full subscription price and all charges and expenses 2 business days before expiry of the subscription period or an earlier date notified by us.

2. The subscription application will be made in the name of our nominee. You authorise our nominee and us to do all things necessary for the purpose of the application, and will indemnify our nominee and us (acting reasonably) against any liability.

3. Interest will accrue on the loan at the agreed rate and in the agreed manner, from the date the subscription application is sent to the issuer to the date of full repayment (before and after judgment).

4. The loan and interest will be repayable on demand and, in the absence of a demand, within 5 business days after we have notified you of the result of your subscription.

5. Any refund in respect of your application will be applied to reduce the amounts owing by you, in the order we reasonably select. You will immediately pay to us any refund received by you and will hold the money in trust for us.

6. If any part of the loan or interest thereon is not paid when due, we may without notice sell any or all of the securities allotted to you and use the sale proceeds after deducting all reasonable expenses to pay any amounts owing by you, in the order we reasonably select. You will charge to us all rights arising from your application and all securities allotted to you as continuing security for the payment of all amounts owing by you to us. You will within the time required by us do all things which we reasonably require to perfect our security interests.

Schedule 3: Securities savings plan

1. We may from time to time offer certain securities (including stock, unit trusts, mutual funds and other investments) for selection and specify the requirements for a securities savings plan. If you wish to establish a plan, you should apply in the form provided by us. You will select the securities you wish to buy from the available securities, and specify in conformity with our requirements the monthly contribution amounts you will pay for each issue of securities.

2. If your application is accepted, we will notify you of the commencement date of your plan. You will pay by direct debit in Hong Kong dollars through an account acceptable to us the agreed monthly contribution amounts on the agreed date in each calendar month (or, if it is not a business day, on the next business day). No reminder will be sent. If there are insufficient funds, we may make another attempt to collect the monthly contribution amount within the month. You will pay all reasonable charges and fees.

3. You may change or terminate your plan by giving us 14 days’ prior notice and complying with our reasonable requirements (a fee may be incurred). The time required to change your direct debit authorization will depend on the bank with which your account is kept. We may terminate your plan by 30 days’ prior notice to you.

4. We will use each monthly contribution amount actually received from you (after deducting our service charges and all reasonable fees and expenses) towards buying, on your behalf, a whole number of the agreed securities.

5. No interest will be paid for the period before the amount is used to purchase the securities, or on any unused portion. Any unused monthly amount may be withdrawn after the 2nd business day after the date for purchasing the securities.

6. If any purchased securities are less than the total requirements of similar plans of all our customers, we may allocate them in a fair manner.

Listed securities

7. Purchase of listed securities will be made by way of a market order placed on the relevant exchange at any time on the exchange trading day next following the date of receipt of the monthly contribution amount.

8. In determining the price payable by you, we may use the average price of purchases of the securities under similar plans of all our customers.

Unit trusts, mutual funds and other collective investment schemes

9. Application to purchase the units will usually be made by us within 4 business days (subject to change by us) after the date of receipt of the monthly contribution amount.

10. Any distributions in respect of your units will be invested in purchasing additional units or, if permitted by the funds concerned and selected by you, be credited to your settlement account.

11. Additional Risk Disclosure

There may not be an active market for securities in odd lots, and odd lots may only be sold at a price substantially less than board lots.

We may not be able to buy for you the securities in the required or any quantity.

Schedule 4 : Margin Trading

A. APPLICATION

1.　 We (Industrial and Commercial Bank of China (Asia) Limited) are a licensed bank under the Banking Ordinance and a registered institution under the Securities and Futures Ordinance, CE Number AAI670, for the regulated activities of Dealing in Securities, Advising on Securities, and Advising on Corporate Finance.

2.　 You may, if we agree, enter into one or more transactions with us by way of margin trading (each a "Transaction"), each evidenced by a confirmation ("Confirmation") and expressed to be subject to these Terms and Conditions. The parties will be legally bound by each Transaction as soon as they have made an agreement (orally or otherwise). We will issue a Confirmation to evidence the terms of each Transaction. The terms of each Transaction will be as set out in the relevant Confirmation. Any other information provided by any means by us or others is for reference only.

3.　 These Terms and Conditions (which expression includes the Schedule(s)), together with our current Master Terms and Conditions - Banking Services and, to the extent applicable, our current Master Terms and Conditions - Investment Products, apply to each Transaction. In the event of inconsistency,

(a) the Confirmation will prevail over these Terms and Conditions;

(b) these Terms and Conditions will prevail over the Master Terms and Conditions - Banking Services and the Master Terms and Conditions - Investment Products; and

(c) in relation to a particular product, the provisions for that product will prevail over other provisions.

4. Terms bear the meaning used in the relevant Confirmation and these Terms and Conditions. Currency, interest and other rates, day count fraction, prices, sources and any terms used without definition in a Confirmation or these Terms and Conditions have the meaning determined by us by reference to market practice or any sources we deem appropriate. We may adjust any date that would otherwise fall on a non business day by reference to market practice. We may round down or up percentages and amounts by reference to market practice. We may for any purpose notionally or actually convert one currency into another at a spot rate determined by us.

5. If any provisions of these Terms and Conditions are not appropriate to a Transaction, or if any event is not dealt with in the Confirmation or these Terms and Conditions, we may make any adjustments to the prices, rates and any other variable relevant to the Transaction to preserve the economic terms of the Transaction.

6. We draw your attention to our risk disclosure statements explained and delivered to you upon opening of your account(s), in the Master Terms and Conditions - Banking Services and the Master Terms and Conditions - Investment Products and also in the Transaction documents, including the facility letter, term sheet and Confirmation.

B. MARGIN TRADING

1. Transactions

1.1 You may, if we agree, enter into one or more Transactions with us by way of margin trading. We will on request specify the available terms and conditions, which you will be considered to have accepted by entering into the relevant Transaction.

1.2 Your instruction to enter into a Transaction does not bind us until it has been accepted by us, and may be accepted or declined by us without giving any reason.

2. Interest

In respect of each amount payable by you under any Transaction which we allow to be outstanding by way of margin trading, you will pay interest on such amount at the rates determined by us from time to time (or in the form of swap points determined by us). Different rates (or swap points) may apply on the amounts outstanding under different Transactions. Such interest is payable daily (or as otherwise decided by us) and on demand.

3. Margins

(a)　 You will, before making a Transaction, deposit with us a margin equal to the initial percentage ("Initial Percentage"), notified by us from time to time, multiplied by the value (as determined by us) of the Transaction and any outstanding Transactions.

(b)　 You will on request immediately deposit with us additional margin equal to the additional percentage (notified by us) multiplied by the value (as determined by us) of the outstanding Transactions.

(c)　 All initial and additional margins will take the form of cash deposited with us. However, we may accept collateral over an asset (other than cash) acceptable to us and which has been perfected in our favour within the time required by us, as margin. All cash margins will be deposited into the specified account agreed with us. You will pay interest on any debit balance in such account (without double counting) at the rates determined by us from time to time (or in the form of swap points determined by us). Such interest is payable monthly (or as otherwise decided by us) and on demand.

(d)　 If at any time your margin deposited with us (expressed as a percentage of the values determined by us of the outstanding Transactions) falls below the maintenance percentage ("Maintenance Percentage") being such percentage as notified by us from time to time, you will immediately pay cash to top up the margin to the required initial or additional percentage.

(e)　 Margins will be held by us as security for the due performance of your obligations, and may not be withdrawn except with our consent. Unless otherwise agreed by us, no interest will be paid on margins. Any interest payable (or swap points) will be calculated at the rate and in the manner determined by us. We may at any time (but are not obliged to) apply your margins to pay any amount due from you. If your margin is not sufficient, interest (or swap points) will accrue on the deficit at the rate determined by us from time to time.

(f)　 We may, for the purpose of determining the amount of any margin required, from time to time calculate the values of all outstanding Transactions with reference to a formula determined by us from time to time. We may discount the amount of currency (US dollars) or the value (as determined by us) of other collateral held as margin by the percentages notified by us and take into account any accrued net interest. For cross currency trades and locked positions, unless we decide otherwise, only one set of margin is required.

(g)　 You will stand ready to receive margin calls and notices. A demand for any margin is effective upon a message being left at your telephone number on any machine or with any person, or upon sending an email or fax to your email address or fax number, in each case as last known to us, whether or not (or when) the communication is received by you.

(h)　 We will inform you of details of the margin requirements and a description of the methods or procedures adopted by us in choosing the prices or interest rates for the purposes of marking to market your open positions and in calculating your interest income and expenses.

4. Close Out

We may close out, or at your cost and risks obtain hedges for, one or more outstanding Transactions at any time and without notice, after any Event of Default (as defined in Clause 5 of Part C of these Terms and Conditions) has occurred. Transactions will be closed out in accordance with Part C of these Terms and Conditions or (if we so determine in any particular case) in accordance with the relevant provisions of the Schedule.

C. OTHER GENERAL PROVISIONS

Please read these Terms and Conditions carefully, particularly Clauses 2.5 (Default Interest), 5 (Events of Default), 6 (Early Termination), 7 (Authorized Representatives), and 9 (Expenses).

1. Single Agreement

All Transactions constitute a single agreement between the parties ("Agreement" which expression includes each or any Transaction) and will be entered into in reliance on such fact. The parties would not otherwise enter into any Transaction.

2. Payment/Delivery

2.1 Condition Precedent The parties will make payments and deliveries in accordance with each Confirmation, subject to the condition precedent that no Event of Default (see Clause 5) or Potential Event of Default has occurred and is continuing. "Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

2.2 Manner Payments will be made in freely transferable and cleared funds and in the manner customary for payments in the relevant currency. Deliveries will be made in the manner customary for the relevant securities or property or as reasonably determined by us.

2.3 Gross-Up All payments by you will be made without deduction or withholding on account of any Tax unless required by law. If you are required by law to deduct or withhold, you will:

(a) promptly notify us;

(b) promptly pay to the relevant authority the full amount required to be deducted or withheld and send us an official receipt; and

(c) unless such Tax would not be imposed but for a connection between the jurisdiction of the taxation authority and us, pay to us, in addition to the payment to which we are otherwise entitled, an additional amount to ensure that the net amount actually received by us (free of Taxes) equals the full amount we would have received had no deduction or withholding been required.

"Tax" includes any present or future tax, levy, duty or assessment of any nature (including interest and penalties) imposed by any taxing authority other than a stamp, registration, documentation or similar tax.

2.4 Netting If on any date amounts would be payable in the same currency under 2 or more Transactions by each party, then on such date, each party’s obligation to pay such amounts will be discharged and be replaced by an obligation on the party by whom the larger aggregate amount would otherwise have been payable to pay to the other party the excess of such amount over the smaller aggregate amount.

2.5 Default Interest

(a) If you fail to pay any amount when due, you will pay to us interest on the overdue amount, from (and including) the due date to (but excluding) the date of actual payment (before and after judgment), at our interest rate for unarranged overdraft, compounded monthly and calculated by reference to the actual number of days elapsed.

(b) If you fail to make any delivery when required, you will indemnify us against any loss (including all reasonable costs in respect of insurance, vaulting, transportation etc. and borrowing costs) as reasonably determined by us, and pay to us interest on an amount equal to the fair market value (as reasonably determined by us) of that which was required to be delivered from (and including) the original scheduled delivery date to (but excluding) the date of actual delivery.

2.6 Payment Currency Your payments will be made in the currency of the liability. A sum received by us in another currency only constitutes a discharge to the extent of the net amount of the currency of your liability which we would be able to purchase with the amount received as soon as it is practicable to do so. You will, as a separate obligation and notwithstanding any judgment, indemnify us against any reasonable loss and expense. It will be sufficient for us to show that we would have suffered a loss had an actual exchange or purchase been made.

3. Representations

You represent to us on the date on which each Transaction is entered into that:

3.1 Status If you are a corporate, you are duly organised and validly existing under the law of the jurisdiction of your organisation and in good standing.

3.2 Powers You have the power to enter into and perform the Agreement and have taken all necessary action to authorise entry and performance.

3.3 No Violation Such entry and performance do not violate or conflict with your constitutional documents (if applicable), or any law, order or requirement of any court or government agency, or any contractual obligation affecting you or any of your assets.

3.4 Authorisations All government and other authorisations, notices or filings required to be obtained by you with respect to the Agreement have been obtained and are in full force and effect and all related conditions have been complied with.

3.5 Binding Your obligations under the Agreement constitute your legal, valid and binding obligations enforceable in accordance with its terms.

3.6 No Event of Default No Event of Default or Potential Event of Default has occurred and is continuing.

3.7 No Litigation You are not aware of any pending or threatened action before any court, tribunal, government agency or arbitrator that would affect the legality, validity or enforceability of the Agreement or your ability to perform your obligations under the Agreement.

3.8 No reliance You are not relying on any advice, recommendation, assurance or guarantee (whether written or oral) from us regarding that Transaction or any expected results, but have made your own independent decision to enter into that Transaction and as to whether that Transaction is appropriate or proper for you based upon your own judgment or upon advice from such third party advisors as you have deemed necessary.

3.9 Principal You are entering into that Transaction as principal and not as agent for any other person.

4. Obligations

You agree that so long as you have any obligation under the Agreement:

4.1 Information You will deliver to us any information relating to your financial conditions or business as we may reasonably request, provided that, if you are a listed company, such disclosure is consistent with applicable listing rules.

4.2 Authorisations You will obtain and maintain in full force and effect all authorisations, notices or filings of any government or other authority that may be required to be obtained by you with respect to the Agreement.

4.3 Laws You will comply in all material respects with applicable laws.

4.4 Stamp Tax You will pay any stamp, registration, documentation or similar tax imposed on any Transaction and will indemnify us against any failure to do so.

5. Events of Default

The occurrence at any time of any of the following events with respect to you or any person who has provided any guarantee or security in support of your obligations under the Agreement (each a "relevant party") constitutes an event of default ("Event of Default"):

(a) Fail to pay or deliver Failure to make, when due, any payment or delivery required under the Agreement. Disclaiming, repudiating or rejecting, in whole or in part, the Agreement.

(b) Breach Failure to comply with any other obligation in accordance with the Agreement if not remedied within 14 days after notice of such failure is given to you.

(c) Support default

(i) Failure to perform any agreement to provide any guarantee or security in support of your obligations under the Agreement;

(ii) such guarantee or security expires or ceases to be in full force and effect without our written consent; or

(iii) any relevant party (or any person appointed to manage it or act on its behalf) disclaims or repudiates, in whole or part, or challenges the validity of, such guarantee or security.

(d) Misrepresentation Any representation proves to be incorrect or misleading in any material respect.

(e) Cross default The occurrence or existence of:

(i) a default (however described) under one or more financial, securities, derivative or borrowing transactions which has resulted in such transactions becoming, or becoming capable of being declared, due and payable or deliverable, or otherwise terminated prematurely;

(ii) a default in making one or more payments or deliveries on the due date under any financial, securities, derivative or borrowing transaction (after giving effect to applicable notice requirement or grace period); or

(iii) a disclaimer, repudiation or rejection, in whole or in part, of any financial, securities, derivative or borrowing transaction (or such action is taken by any person appointed or empowered to manage any relevant party or act on its behalf).

(f) Insolvency Any relevant party:

(i) becomes insolvent or fails or admits in writing its inability to pay its debts as they become due;

(ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(iii) or any other person commences any judicial, administrative or other proceeding, or takes any action, (1) seeking a judgment of or arrangement for insolvency, bankruptcy, liquidation, reorganization or rehabilitation with respect to the relevant party or its debts or assets, (2) seeking the appointment of a trustee, receiver, liquidator, supervisor or custodian for the relevant party or any part of its assets, or (3) which has a similar effect;

(iv) has a resolution passed for its liquidation, reorganization or rehabilitation;

(v) has a secured party take possession of all or any part of its assets or has a distress, execution, attachment or other legal process enforced against all or any part of its assets; or

(vi) causes or is subject to any event which, under any applicable law, has a similar effect to any of the above.

(g) Merger Any relevant party amalgamates or merges with or transfers all or any substantial part of its assets to, or reconstitutes as, another entity.

(h) Death If any relevant party is an individual, such relevant party dies or becomes mentally incapacitated.

(i) Change of Control Any person acquires directly or indirectly any ownership interest enabling it to appoint a majority of the board of directors (or its equivalent), or to exercise control of, of any relevant party. Any relevant party effects any substantial change in its capital structure.

(j) Force majeure

(i) Any relevant party, by reason of any event or circumstance, is or would be prevented from complying with, or it is or would be impossible or impracticable to comply with, any material provision of the Agreement where such event or circumstance is beyond the control of the affected party; or

(ii) It is or would be unlawful under any applicable law for any relevant party to comply with any material provision of the Agreement.

(iii) For this purpose, material provisions include the obligation to make or receive a payment or delivery on a timely basis under a Transaction.

(k) Adequate assurances Any relevant party fails to provide adequate assurances of its ability to perform its outstanding obligations under the Agreement or any other agreement between the parties on or before the second business day after our written request if we have reasonable grounds for insecurity.

(l) Margin If you fail to comply with Clause 3(d) of Part B of these Terms and Conditions or if your margin (expressed as a percentage of the values determined by us of the outstanding Transactions) falls at or below the close out percentage ("Close Out Percentage") being such percentage as notified by us from time to time.

6. Early Termination

6.1 If at any time an Event of Default has occurred and is continuing, we may, by not more than 14 days’ notice to you identifying the Event of Default, designate a day as an Early Termination Date in respect of the affected or all outstanding Transactions (which will terminate on the designated date).

6.2 We will determine in good faith our losses or gains, and costs, that are or would be incurred or realized under then prevailing circumstances in replacing or providing the economic equivalent of the material terms of each terminated Transaction including the remaining payments, deliveries and rights. We will determine such amounts as of a commercially reasonable date, using commercially reasonable procedures and to produce a commercially reasonable result. We may apply different valuation methods to different Transactions depending on type, complexity or other relevant factors. We may take into account any relevant information including market data and information from internal sources, and without duplication:

(a) cost of funding;

(b) any reasonable loss, cost or gain incurred in connection with our terminating or obtaining any hedge related to a terminated Transaction.

All amounts will be expressed in US dollars or another currency reasonably chosen by us. We will convert amounts in another currency at our spot exchange rate.

We will net off (i) amounts that became payable to either party in respect of all terminated Transactions on or prior to the Early Termination Date and which remain unpaid as at such date and (ii) an amount equal to the fair market value as of the original scheduled date for delivery (as reasonably determined by us) of anything which was required to be delivered to either party in respect of each terminated Transaction on or prior to the Early Termination Date and which has not been so delivered as at such date, together with interest from (and including) the original due date to (but excluding) the Early Termination Date, at the rate for overdue interest.

6.3 As soon as reasonably practicable after an Early Termination Date, we will provide to you a statement showing, in reasonable detail, the calculations and any amount payable following our calculation under Clause 6.2. Such amount will be payable on the day specified in the notice (being at least 7 days after the date of the notice), together with interest thereon (before and after judgment) from (and including) the Early Termination Date to (but excluding) the date such amount is paid, at the rate for overdue amounts.

6.4 The parties agree that an amount recoverable under Clause 6.2 is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for loss of bargain and loss of protection against future risks. Except as otherwise provided in the Agreement, neither party will be entitled to recover any additional damages for such losses.

7. Authorized Representatives

7.1 Unless otherwise notified by you in writing to us, your authorized representatives have full authority to act for you in all respects, including to enter into any Transactions on your behalf, make or receive payments or deliveries of any securities or properties, and give any instructions on your behalf to us.

7.2 Our employees and representatives are not allowed to accept appointment as your agent to operate your account. Our employees and representatives are not allowed to trade contracts on their own account.

8. Changes

We may change these Terms and Conditions at any time by notice to you. The notice will take effect, where practicable, after 30 days.

9. Expenses

You will indemnify us against all reasonable out-of-pocket expenses, including legal fees, execution fees, and stamp, registration, documentation or similar tax, reasonably incurred by reason of the enforcement or protection of our rights under the Agreement or by reason of the early termination of any Transaction, including costs of collection.

10. Miscellaneous

10.1 We may take the opposite position to your order.

10.2 All telephone conversations between you and us made in the course of business will be recorded on a centralized tape recording system operated by us.

10.3 You will promptly sign an order when required by us to confirm any oral order.

10.4 We may set limits on the size of the contracts you may establish. We will notify you of the limits and any change in writing.

10.5 You may be affected by any curtailment of, or restriction on, our capacity to trade in respect of open positions as a result of action taken by a regulator under applicable rules and regulations or for any other reason. In such circumstances, you may be required to reduce or close out your open positions with us.

10.6 The Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matters and supersedes all oral communication and prior writings with respect thereto. Nothing affects any liability for fraud.

10.7 You irrevocably waive, to the fullest extent permitted by law, all immunity on the grounds of sovereignty or other grounds from suit, jurisdiction of any court, relief by way of any order, attachment of your assets (before or after judgment) and execution or enforcement of judgment.

10.8 All Transactions will be made by us as principal, unless otherwise stated in the Confirmation. We may change the office through which we act for the purpose of a Transaction.

SCHEDULE 1

FX MARGIN TRADING AND CURRENCY OPTIONS

A. GENERAL PROVISIONS

Business Day Convention

The following terms, used in conjunction with “Business Day Convention”, mean that an adjustment will be made if any relevant date would otherwise fall on a day that is not a Business Day, so that:

(i) "Following": that date will be the first following day that is a Business Day;

(ii) "Modified Following" or "Modified": that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day;

(iii) “Nearest”: that date will be the first preceding day that is a Business Day, if the relevant date otherwise falls on a day other than a Sunday or a Monday, and will be the first following day that is a Business Day, if the relevant date otherwise falls on a Sunday or a Monday;

(iv) “Preceding”: that date will be the first preceding day that is a Business Day.

Price source / rate / rounding

If a specified price source or currency exchange rate is not available on the date a calculation is required to be made, then any other available price source or successor rate as determined by us may be used.

For the purposes of any calculation, percentages resulting from the calculation, and any currency amounts used in or resulting from the calculation, will be rounded as we deem appropriate.

Some common definitions:

Call Currency if not specified in the Confirmation, the currency to be purchased by Buyer.

Call Currency Amount if not specified in the Confirmation, the Put Currency Amount multiplied by the Strike Price where the Strike Price is expressed as the amount of Call Currency to be paid per unit of Put Currency.

Call Option entitles Buyer upon exercise to purchase the Call Currency Amount at Strike Price (in the case of a Deliverable Currency Option Transaction), and to receive In the Money Amount, if positive (in the case of a Non Deliverable Currency Option Transaction), subject to any condition precedent and these Terms and Conditions.

Commencement Date the first day on which the option may be exercised, being the Trade Date unless otherwise specified in the Confirmation.

Deliverable a Transaction will be Deliverable, unless the Confirmation otherwise provides.

“European” option may be exercised only on the Expiration Date.

Exercise Period for a “European” option, at the Expiration Time on the Expiration Date specified in the Confirmation.

Expiration Date the "Expiration Date" of an option shall be the date specified as such in a Confirmation, which date is the last date on which the option can be exercised, which date, unless otherwise specified, shall be subject to adjustment in accordance with the Following Business Day Convention. The "Expiration Time" of an option shall be the time specified as such in a Confirmation, which time is the latest time on the Expiration Date on which the option can be exercised.

Forward Rate a rate expressed by way of Reference Currency per unit of Settlement Currency, or if not specified in the Confirmation, the rate obtained by dividing the Reference Currency Notional Amount by the Notional Amount.

FX Transaction the purchase of an agreed amount of one currency by one party in exchange for the sale by it of an agreed amount of another currency.

Non-Deliverable a Transaction is Non-Deliverable, if the Confirmation specifies Non-Deliverable, “Cash Settlement” or “In the Money Settlement”.

Notional Amount if not specified in the Confirmation for a Non-Deliverable FX Transaction, the quantity of the Settlement Currency equal to the Reference Currency Notional Amount divided by the Forward Rate. If not specified in the Confirmation for a Non-Deliverable Currency Option Transaction, the Call Currency Amount or the Put Currency Amount whichever is denominated in the Settlement Currency.

Latest Exercise Time if not specified in the Confirmation, the Expiration Time.

Premium the amount payable by Buyer to Seller on the Premium Payment Date, subject to any condition precedent.

Put Currency if not specified in the Confirmation, the currency to be sold by Buyer.

Put Currency Amount

if not specified in the Confirmation, the Call Currency Amount divided by the Strike Price where the Strike Price is expressed as the amount of Call Currency to be paid per unit of Put Currency.

Put Option entitles Buyer upon exercise to sell the Put Currency Amount at Strike Price (in the case of a Deliverable Currency Option Transaction), and to receive In the Money Amount, if positive (in the case of a Non Deliverable Currency Option Transaction), subject to any condition precedent and these Terms and Conditions.

Reference Currency Buyer if not specified in the Confirmation, the party to which the Reference Currency is owed (or would be owed if the Transaction were a Deliverable Transaction) on the Settlement Date.

Reference Currency Notional Amount if not specified in the Confirmation for a Non-Deliverable FX Transaction, the quantity of the Reference Currency equal to the Notional Amount multiplied by the Forward Rate. If not specified in the Confirmation for a Non-Deliverable Currency Option Transaction, whichever of the Call Currency Amount or the Put Currency Amount is denominated in the Reference Currency.

Settlement Rate

if not specified or determined in accordance with the Confirmation for a Non-Deliverable Transaction, the spot rate at the time at which the currency exchange rate is to be determined for foreign exchange transactions in the relevant currency pair for value on the Settlement Date as determined in a commercially reasonable manner by us.

Strike Price the currency exchange rate specified as such in the Confirmation.

Trade Date the date specified as such in the Confirmation, being the date on which the parties entered into the Transaction.

Valuation Date if not specified or determined in accordance with the Confirmation for a Non-Deliverable Transaction, 1 business day before the Settlement Date (in the case of an FX Transaction payable in Canadian Dollars), 2 business days before the Settlement Date (in the case of an FX Transaction payable in other currencies), and the business day on which the option is exercised (in the case of a currency option).

Terms, not otherwise defined, bear the meaning ascribed in the relevant Confirmation.

B. FX MARGIN TRADING

Please read all Terms and Conditions carefully, particularly Clauses 3 (Interest) and 4 (Close Out).

1. Margin trading

You may, if we agree, enter into FX Transactions with us by way of margin trading. We will on request specify the available contract amounts and currencies (which may be changed without notice). We will agree, or designate, a currency to be the base currency for the purposes of calculating any amount payable. The other currency of the currency pair will be the other currency. The exchange rate is fixed at the time of the FX Transaction (first FX Transaction) which is thereupon concluded, but delivery will be deferred until:

(a) you make another FX Transaction with us for the same currency pair to be delivered by a different party (second FX Transaction); or

(b) the parties agree to effect physical delivery.

2. Netting

The first and second FX Transactions will be netted as follows:

(a) If the 2 FX Transactions have the same other currency amount, the party having to pay any larger amount in the base currency will pay the difference in the base currency amount, and both FX Transactions will be discharged.

(b) If one FX Transaction has a larger other currency amount, it will be deemed divided into 2 FX Transactions: one with the same other currency amount as the other pre-existing FX Transaction, to be dealt with as in Clause 2(a); and the other FX Transaction will remain in effect.

(c) If there is more than one second FX Transaction, we may decide which to net, unless otherwise agreed with you.

(d) We may defer netting.

3. Interest

(a) In respect of an FX Transaction from its original settlement date to the date it is discharged, each party will pay interest on the amount to be delivered by it at the rates determined by us from time to time (or in the form of swap points determined by us). Different rates (or swap points) will apply on the amounts payable by you and by us. Such interest is payable daily (or as otherwise decided by us) and on demand.

(b) Interests payable may at our option be netted for each currency.

4. Close Out

(a) We may close out, or at your cost and risks obtain hedges for, one or more outstanding FX Transactions at any time and without notice after any Event of Default has occurred. FX Transactions will be closed out by netting in accordance with Clause 2(a) as if relevant second FX Transactions at the spot rates as of the time of closing out had been made.

(b) Spot rate mean the spot currency exchange rate determined by us with reference to any internal or external information or quotations. We may convert for any purpose one currency into another at the spot rate.

C. NON-DELIVERABLE FX TRANSACTIONS

For a Non-Deliverable FX Transaction, if the Settlement Currency Amount is a positive number, the Reference Currency Buyer will on the Settlement Date pay that amount in the Settlement Currency to the Reference Currency Seller. If the Settlement Currency Amount is a negative number, the Reference Currency Seller will on the Settlement Date pay the absolute value of that amount in the Settlement Currency to the Reference Currency Buyer. In each case, subject to any condition precedent and these Terms and Conditions.

Settlement Currency Amount = Notional Amount x (1 - Forward Rate / Settlement Rate)

where Forward Rate and Settlement Rate are quoted by way of Reference Currency per unit of Settlement Currency.

D. CURRENCY OPTION TRANSACTIONS

An option entitles but does not oblige Buyer to exercise certain rights.

In no event shall all or any part of the Premium be refunded, unless otherwise specified in the Confirmation.

Exercise of an option

A Currency Option may be exercised only in whole, unless otherwise specified in the Confirmation.

Unless Automatic Exercise is specified to be applicable in the Confirmation, Buyer must give irrevocable notice of its exercise of an option to Seller during the Exercise Period. If such notice is not received by Seller before or at the Expiration Time on the Expiration Date (and Automatic Exercise does not apply), the option will expire and become of no effect.

If Automatic Exercise applies (which will be the case unless otherwise specified in the Confirmation) and the option has not been exercised at the Expiration time on the Expiration Date, the option will be deemed exercised as of that time, unless Buyer notifies Seller otherwise before that time, if In the Money Amount at that time equals or exceeds the product of:

1% of Strike Price x the Call Currency Amount or the Put Currency Amount, as appropriate.

In the case of a Deliverable Currency Option Transaction, Seller may elect to settle by (1) paying the Call Currency Amount and receiving from Buyer the Put Currency Amount, or (2) paying to Buyer the In the Money Amount (if positive), in each case subject to any condition precedent and these Terms and Conditions. Seller will notify Buyer of its election as soon as reasonably practicable after the Expiration Time.

Upon exercise of a Non Deliverable Currency Option Transaction, Seller will pay to Buyer In the Money Amount, if positive, on the Settlement Date, subject to any condition precedent and these Terms and Conditions.

In the Money Amount:

(a) if a Settlement Currency is specified, an amount expressed in the Settlement Currency calculated by the following formula:

(i) where Reference Currency is Put Currency and Settlement Currency is Call Currency:

Call Currency Amount x ( Settlement Rate - Strike Price / Settlement Rate)

where Settlement Rate and Strike Price are quoted by way of Reference Currency per unit of Settlement Currency;

(ii) where Reference Currency is Call Currency and Settlement Currency is Put Currency:

Put Currency Amount x ( Strike Price - Settlement Rate / Settlement Rate)

where Strike Price and Settlement Rate are quoted by way of Reference Currency per unit of Settlement Currency.

(b) if a Settlement Currency is not specified:

(i) in the case of a call option, the excess of Settlement Rate over Strike Price, multiplied by Call Currency Amount, where Strike Price and Settlement Rate are quoted by way of Put Currency per unit of Call Currency.

(ii) in the case of a put option, the excess of Strike Price over Settlement Rate, multiplied by Put Currency Amount, where Strike Price and Settlement Rate are quoted by way of Call Currency per unit of Put Currency.

(c) if a Settlement Amount is specified, the amount so specified in the Confirmation.

E. BARRIER OPTION TRANSACTIONS

Barrier means a type of Currency Option Transaction that would change the terms of the Currency Option Transaction upon the occurrence or non-occurrence of a Barrier Event, in the manner specified in the Confirmation.

Barrier Level means the currency exchange rate specified as such in the Confirmation, which will be used to determine the occurrence of a Barrier Event.

Barrier Events include:

Knock-Out which means that if the Spot Exchange Rate on a relevant determination date, based on the Spot Exchange Rate Direction, is equal to or beyond the Barrier Level, then Automatic Termination shall apply to the Transaction upon such occurrence; otherwise, the Transaction shall settle in accordance with part D. (Spot Exchange Rate is the spot exchange rate for the relevant currency pair as determined by us in accordance with a specified rate source or, if not specified or not available, based on the price for one or more actual foreign exchange transactions in a foreign exchange market selected by us.)

Knock-In event means that if the Spot Exchange Rate on a relevant determination date, based on the Spot Exchange Rate Direction, is equal to or beyond the Barrier Level, then the Transaction shall settle in accordance with part D; otherwise, Automatic Termination shall apply to the Transaction at the date and time specified in the Confirmation.

The occurrence of a Barrier Event shall be determined in good faith and in a commercially reasonable manner by us.

Spot Exchange Rate Direction means the direction at which the Spot Exchange Rate must touch or cross the Barrier Level in order to initiate a Barrier Event.

Exercise: A Barrier Option Transaction may be exercised or deemed exercised only if (a) in the case of a Knock-Out event, such event has not occurred on a relevant determination date; or (b) in the case of a Knock-In event, such event has occurred on a relevant determination date.

In the case of a Barrier Non Deliverable Currency Option Transaction, the In the Money Amount shall always be positive.

Unless otherwise specified in the Confirmation, the Settlement Amount is paid only once on the Settlement Date, even if a Barrier Event occurs more than one time during the relevant Period.

Automatic Termination means that the Transaction shall terminate, in whole and not in part, effective on the date specified in the Confirmation and, if not so specified, in accordance with this part E depending on the occurrence or non-occurrence of a Barrier Event, without payment of any settlement amount, breakage costs or other amounts representing the future value of the Transaction.

F. DISRUPTION EVENTS

1. A Disruption Event occurs if (as determined by us):

(a) a specified currency exchange rate splits into more than 1 currency exchange rate (Dual Exchange Rate);

(b) any event occurs that generally makes it impossible to convert the Event Currency into the Non Event Currency in the Event Currency Jurisdiction through customary legal channels (General Inconvertibility);

(c) any event occurs that generally makes it impossible to deliver (i) the Non Event Currency from inside to outside the Event Currency Jurisdiction, or (ii) the Event Currency between accounts inside the Event Currency Jurisdiction or to a party that is a non resident of the Event Currency Jurisdiction (General Non Transferability);

(d) a default, event of default or other similar event (however described) with respect to any security or indebtedness for borrowed money of, or guaranteed by, a governmental authority including (i) failure of full, timely payment (disregarding any applicable grace periods), (ii) a declared moratorium, standstill, waiver, deferral, repudiation or rescheduling, or (iii) the amendment or modification of the terms and conditions of any such security, indebtedness or guarantee without the consent of all holders of such obligation, in any case, without regard to any lack or alleged lack of authority or capacity of such governmental authority (Governmental Authority Default)

(e) it becomes impossible to obtain a firm quote of the Settlement Rate for the Minimum Amount (in one Transaction or a commercially reasonable number of Transactions) on the Valuation Date (or, if different, the day on which rates for the Valuation Date would, in the ordinary course, be published by the relevant price source) or by another other date (Illiquidity Valuation Date) specified for such purpose in the Confirmation (Illiquidity);

(f) Inconvertibility/Non Transferability refers to General Inconvertibility, Specific Inconvertibility, General Non Transferability and Specific Non Transferability;

(g) any event (other than those specified as Disruption Events in paragraphs (a) to (f), and (h) to (l)) in the Event Currency Jurisdiction beyond the control of the parties to a Transaction which makes it impossible (i) for a party to fulfil its obligations under that Transaction and (ii) generally to fulfil obligations similar to such party’s obligations under that Transaction (Material Change in Circumstance).

(h) any expropriation, confiscation, requisition, nationalization or other action by any authority of the Event Currency Jurisdiction which deprives a party (or its Affiliate) of all or substantially all of its assets in the Event Currency Jurisdiction (Nationalization);

(i) Party Specific Events refers to Specific Inconvertibility and Specific Non-Transferability Disruption;

(j) the Primary Rate (determined according to the Confirmation) differs from the Secondary Rate (determined according to the Confirmation) by at least the Price Materiality Percentage specified in the Confirmation (Price Materiality);

(k) it becomes impossible to obtain the Settlement Rate on the Valuation Date (or, if different, the day on which rates for the Valuation Date would, in the ordinary course, be published by the relevant price source) (Price Source Disruption); Price Source Disruption will apply to a Non-Deliverable Transaction, whether or not it is specified in the Confirmation;

(l) any event occurs that makes it impossible for a party (or the Relevant Class) to convert the Minimum Amount of the Event Currency into the Non Event Currency in the Event Currency Jurisdiction, other than where such impossibility is due solely to the failure by that party (or the Relevant Class) to comply with any law or regulation of the Event Currency Jurisdiction, unless such law or regulation is enacted after the Trade Date and it is impossible for that party (or the Relevant Class) to comply with such law or regulation due to an event beyond its control (Specific Inconvertibility);

(m) any event occurs that makes it impossible for a party (or the Relevant Class) to make a delivery as mentioned in (i) or (ii) of General Non Transferability, other than where such impossibility is due solely to the failure by that party (or the Relevant Class) to comply with any law or regulation of the Event Currency Jurisdiction, unless such law or regulation is enacted after the Trade Date and it is impossible for that party (or the Relevant Class) to comply with such law or regulation due to an event beyond its control (Specific Non Transferability).

Event Currency is the currency specified as such in the Confirmation and, in respect of a Non-Deliverable Transaction, if such currency is not specified, the Reference Currency.

Event Currency Jurisdiction is the country for which the Event Currency is the lawful currency.

Non Event Currency is the currency of the relevant currency pair specified in the Confirmation that is not the Event Currency.

Minimum Amount, if not specified, means the Reference Currency Notional Amount (for purposes of Illiquidity) or the Event Currency equivalent of US$1 (for purposes of Specific Inconvertibility).

2. Consequences

If a Disruption Event occurs on the Valuation Date, Illiquidity Valuation Date or Settlement Date in respect of an FX Transaction or a Currency Option Transaction, we may postpone, determine or adjust the Valuation Date, Settlement Date or Settlement Rate, or apply any source, method or basis to settle the Transaction, taking into consideration all relevant information in good faith, including:

(a) settle the Transaction in any currency, amount and date as determined by us;

(b) in settlement of our obligations, assign our or our Affiliate’s official claim against any governmental authority for recovery of the nationalized assets in an amount equal to the Event Currency Amount to you (Claim) if such assignment is permitted under applicable law, or if such assignment is not permitted, transfer a beneficial interest in the Claim to you;

(c) require you to pay any amount payable by it on the Settlement Date into escrow in an interest-bearing account with us, to be applied towards paying your obligations; and/or

(d) terminate the Transaction in accordance with Clause 7 (Early Termination) of these Terms and Conditions as if an Event of Default had occurred, the Transaction was the only affected Transaction, and the Termination Currency is the Non Event Currency.

Schedule 5: Currency-linked contract

Please read carefully, particularly 3 and 7 below.

1. If you wish to place an investment in base currency linked to another currency (“Linked Currency”), you will complete and deliver to us an order in our form. An order is irrevocable. The currency linked contract will be for a minimum investment amount, be in a Linked Currency acceptable to us and comply with other requirements set by us from time to time.

2. We may on receipt of an order place a "hold" in your account for the full amount of the intended investment amount. We may accept or reject an order. If we reject an order, we will notify you and release the "hold" in your account.

3. The terms of the contract will be as set out in our Confirmation. Any other rates and information are for reference and are not binding. Unless otherwise agreed, contract is repayable only in Hong Kong.

4. Interest will accrue on the principal amount of the contract from the “Effective Date” until the “Maturity Date”, and will be calculated by us at the rate specified in the Confirmation.

5. The contract together with the agreed interest will be paid in the base currency or in an amount of the Linked Currency, in accordance with the terms of the Confirmation.

6. The “Exchange Rate“ will be determined by us by reference to the spot rate of exchange on the “Determination Date”. If the Determination Date would otherwise fall on a non-business day or Saturday, it will be such other date as we decide by reference to market practice.

7. Contracts may not be terminated before maturity, except with our agreement. If we permit early termination, we may deduct from the investment of the contract amounts determined by us to compensate for losses and expenses including breakage, hedging and funding costs. The amount repaid to you may be less than the principal amount of the investment.

8. Terms bear the meaning ascribed in the Confirmation.

Schedule 6: Paper Gold Scheme Account

Please read carefully, particularly 3, 4, 5, and 7 below.

1. Interpretation

1.1 In this Schedule, unless the context otherwise requires:

"Contract" means a contract for the sale and purchase of Paper Gold, on such terms as may be agreed between us and you.

"Paper Gold" means gold of such specification as we may prescribe from time to time.

"Paper Gold Scheme Account" means your non-interest bearing account with us in which the quantities of Paper Gold purchased and sold by you under Contracts will be recorded.

1.2 For the avoidance of doubt, references in our Master Terms and Conditions - Investment Products to securities include Paper Gold.

2. Contracts

2.1 You may from time to time request us to enter into a Contract for you to buy or sell Paper Gold by giving an instruction to us to that effect. We may, but are not obliged to, accept your instruction to buy Paper Gold. Subject to the terms and conditions of our Master Terms and Conditions - Investment Products, we will buy the Paper Gold in your Paper Gold Scheme Account from you at the Paper Gold selling price then quoted by us for this service. All buying and selling prices are denominated in Hong Kong dollars. If we accept your instruction, the terms and conditions of the Contract will be as set out in the Confirmation issued by us. All Contracts are subject to this Schedule.

2.2 Prices for the purchase or sale of Paper Gold may be quoted by us with reference to the prices of Loco London Gold, spot telegraphic transfer foreign currency exchange rates and our profit margins (which would not exceed 1% of buying and selling prices). Any price quoted by us before issue of the Confirmation is only indicative and does not bind us. The price and other terms for each Contract are as set out in the relevant Confirmation.

2.3 We may prescribe the minimum unit of Paper Gold, minimum amount and other terms for a Contract from time to time. We may change our trading hours for entering into Contracts from time to time. Your instruction may only be effected during the hours notified by us from time to time. An instruction received after such hours will be regarded to be given on our next Business day.

2.4 We may refuse to accept or process an instruction for a Contract to purchase Paper Gold unless there is available in your specified account, or you have otherwise provided us with, sufficient cleared funds to pay for the full amount of the Contract, together with all relevant fees, charges and expenses. After giving an instruction, you shall not deal with the relevant account in any way if it would reduce the account balance to less than the full amounts so required.

2.5 If at any time the available credit balance in your specified account is not sufficient, we may (but are not obliged to) debit the amounts to be paid by you or any part of it to any of your other accounts with us. We may convert any currency into another currency at our spot exchange rate.

2.6 Following receipt by us of the full amounts required to settle a Contract to purchase Paper Gold together with all relevant fees, charges and expenses, and provided the Contract has not been terminated by us (e.g., for insufficient funds in your specified account), we will credit the quantity of Paper Gold purchased by you under that Contract to your Paper Gold Scheme Account.

2.7 We may refuse to accept or process an instruction for a Contract to sell Paper Gold unless there is available in your Paper Gold Scheme Account a sufficient quantity of Paper Gold to settle the full quantity of the Contract.

2.8 We will credit the proceeds of each quantity of Paper Gold sold by you under a Contract to your specified account after deducting all relevant fees, charges and expenses.

2.9 If we choose to do so, our and your payment obligations pursuant to Contracts on any single day shall be settled on a net basis, so that each party's payment obligations shall be satisfied and discharged by the payment by the party having the greater payment obligation of the net aggregate amount payable on that day.

3. Delivery

3.1 We will not in any circumstances deliver any physical gold to you, and will not hold any physical gold for your account. The allocation of units in your Paper Gold Scheme Account is notional. You have no right to any physical gold but only a right to receive the proceeds of the Paper Gold in your Paper Gold Scheme Account on settlement of relevant Contract(s) to sell the Paper Gold.

3.2 You may not deliver any physical gold to us to settle any sale by you.

3.3 On termination for any reason of your Paper Gold Scheme Account, you will have to sell all Paper Gold in your Paper Gold Scheme Account to us at the Paper Gold selling price then quoted by us for this service. We may terminate your Paper Gold Scheme Account in good faith and in a commercially reasonable manner by at least 30 days’ prior notice to you.

4. Indemnities and Limit of Liabilities

4.1 You shall indemnify us against all proceedings, claims, liabilities, losses, reasonable costs and expenses howsoever arising, directly or indirectly, out of any transactions effected pursuant to this Schedule.

4.2 We shall not (in the absence of negligence or wilful misconduct) be liable for any losses, costs or claims of any nature and however arising under or in connection with any transactions effected pursuant to this Schedule, or resulting from failure or delay in the execution of any instruction, breakdown or failure of any communications system or any cause beyond our control or anticipation.

4.3 For the avoidance of doubt, Clause 4 of this Schedule is in addition to Clauses 10 (Limit of our liability) and 11 (Your indemnity) of our Master Terms and Conditions - Banking Services.

5. Set-off

We have the right to combine or consolidate any balances standing to the credit of your Paper Gold Scheme Account to set-off against any indebtedness owed by you to us. In addition to any lien or similar right to which we may be entitled, we may, at any time and without prior notice, apply the value (as determined by us with reference to the Paper Gold selling price then quoted by us for this service) of the Paper Gold standing to the credit of your Paper Gold Scheme Account towards discharge of any of your liabilities to us (whether actual or contingent, primary or collateral, future or existing, alone or jointly with others, matured or not). In which case, one or more Contracts for the sale of all or part of the Paper Gold in your Paper Gold Scheme Account at the Paper Gold selling price then quoted by us for this service will be deemed to have been duly made. Our right under this clause will most likely be exercised by us if you fail to pay any sum payable by you.

6. Statements and Confirmations

6.1 We will send a Confirmation to you in respect of each Contract concluded.

6.2 We will send a monthly statement to you in respect of your Paper Gold Scheme Account. However, no monthly statement will be sent if not required by applicable laws, regulations or codes of conduct, such as where there is no Paper Gold in your Paper Gold Scheme Account and no transaction since the date of the previous monthly statement.

6.3 Confirmations and monthly statements will be sent to you by mail, e-mail or such other means as we may determine.

6.4 We may revise any monthly statement or Confirmation to correct any details which have been wrongly or mistakenly made.

7. Closing-out

7.1 If at any time an Event of Default has occurred and is continuing, for the purposes of Clause 9.8 (Early termination) of our Master Terms and Conditions - Investment Products, we may enter into one or more Contracts to sell all or any of the Paper Gold in your Paper Gold Scheme Account and/or to close out any outstanding Contracts by you to purchase Paper Gold, in each case at the Paper Gold selling price then quoted by us for this service, and apply the proceeds (after deducting all expenses incurred) towards repayment of any sum owing or payable by you in such order or manner as we deem fit. You shall pay us forthwith on demand any shortfall.

7.2 We will not (in the absence of negligence or wilful default) be liable to you for any loss or expense resulting from any action taken or not taken pursuant to clause 7.1, including:

(a) any failure to enter into any Contracts immediately; or

(b) entering into any Contracts at prices unfavourable to you.

After deduction of all costs and expenses, we will debit or credit your account with any profit or loss, as the case may be, resulting from such Contracts.

8. Miscellaneous

8.1 You warrant that you will enter into each Contract as principal and not as trustee or agent for any other person.

8.2 You shall be responsible for all filings, tax returns and reports on any Contract which must be made to any relevant authority whether governmental or otherwise and for the payment of all taxes, imposts, levies or duties, or any other liability or payment arising out of or in connection with any Contract.

8.3 We may at any time change this Schedule and any applicable fees or charges by giving at least 30 days’ prior notice to you.