APPENDIX FOR U.S. SECURITIES TRADING

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1 APPENDIX FOR U.S. SECURITIES TRADING This Appendix applies in respect of securities trading services in U.S. Securities provided by ICBCIS to the Client. In the event that there is any inconsistency between this Appendix and the General Terms and Conditions, the provisions in this Appendix shall prevail in respect of trading in U.S. Securities. Unless otherwise defined in this Appendix, terms defined in the Definitions and Interpretation section of the Standard Terms and Conditions shall have the same meaning when used in this Appendix. 1. DEFINITIONS AND INTERPRETATION 1.1 In this Appendix, the following terms shall have the following meanings: Applicable Laws means all relevant or applicable laws, rules, regulations, by-laws, constitution, orders, directives, notices, circulars, codes, customs and usages (whether of government bodies, authorities, exchange, market, clearing house or settlement system, and whether or not having the force of law). "U.S. Person" means (a) a citizen or resident of the United States; (b) a corporation, partnership or other entity created or organised in or under the laws of the United States or any political subdivision thereof; (c) an entity created or organised in or under the laws of any other jurisdiction if treated as a domestic corporation pursuant to the United States federal income tax laws; (d) any estate or trust that is subject to the United States federal income taxation regardless of the source of its income; (e) any corporation, partnership, trust, estate or other entity in which one or more individuals or entities described in (a), (b), (c) or (d) acting singly or as a group has or have a controlling beneficial interest whether directly or indirectly and, in the case of a corporation or partnership, which is formed principally for the purpose of investing in securities not registered under the United States federal securities laws; (f) a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States Persons have the authority to control all the substantial decisions of such trust; (g) a trust in existence on 20 August 1996 and treated as a domestic trust (as defined in the relevant treasury regulations in the United States) prior to such date and that has elected to continue to be treated as a domestic trust; or (h) any corporation, partnership or other entity, regardless of citizenship, domiciles, situs or residence, if under the federal income tax laws of the United States ten percent (10%) or more of the ownership of any mutual fund would be attributed through such entity to any U.S. Person. 2. INSTRUCTIONS AND TRANSACTIONS 2.1 Instructions may only be given by the Client during such time or times as notified by ICBCIS to the Client and which ICBCIS may at any time amend, vary or restrict. 2.2 Unless the Client specifies otherwise, any Instruction for the sale or purchase of U.S. Securities is good for the day in the market where the Instruction is to be executed, and if on the date of such Instruction it is a public holiday in the relevant market, the Client agrees such Instruction may be executed in the relevant market on the first working day thereafter. Any Instruction for the sale or purchase of U.S. Securities for execution on the date of Instruction must be received before the relevant cut-off time as notified by ICBCIS to the Client from time to time. 1

2 2.3 If for any reason any Instruction has not been executed (or any unexecuted part of any such Instruction in the case of a partially executed Instruction), it shall be deemed to lapse at the expiry of the trading date specified in the Instruction, or if no such date is specified, the later of the date of the Instruction or the first working day thereafter in the market where the Instruction is to be executed if it is a public holiday in that market on the date of Instruction. Any other Instructions shall be effective until cancelled by the Client and accepted by ICBCIS. 2.4 Notwithstanding any contrary provisions in the Agreement, ICBCIS shall have the right, exercisable at its sole and absolute discretion to immediately close out any transaction executed in error for any reason ( error transaction ). The Client hereby agrees that ICBCIS shall not be responsible for any losses, costs and expenses (if any) that arise from any error transactions which shall be borne by the Client absolutely, and that ICBCIS shall not be required to account to the Client, and shall be entitled to retain, any profits, gains and income (if any) made in connection with such error transactions. 2.5 Unless otherwise agreed by ICBCIS and subject to such terms as prescribed by ICBCIS, the Client shall not place any Instruction to short sell U.S. Securities (i.e., U.S. Securities that the Client does not own). 3. APPLICABLE LAWS AND REGULATIONS 3.1 All Transactions executed in the U.S. markets shall be subject to the Applicable Laws and the applicable terms of business or agreement of any executing or settlement broker(s) or agent(s) used by ICBCIS, and all actions taken by ICBCIS in accordance therewith shall be binding on the Client. 3.2 Without limitation to Clause 3.2 of the General Terms and Conditions, the Client hereby undertakes to comply with all the Applicable Laws. The Client agrees that the Client is solely responsible for all filings, returns and reports relating to any U.S. Securities in the Securities Account or Transactions concerning such U.S. Securities. The Client also agrees to do such things as ICBCIS may require to ensure compliance with the same. 4. SECURITIES IN THE ACCOUNT 4.1 The Client hereby expressly authorises ICBCIS to deposit any U.S. Securities or related assets with any custodian, depository or agent appointed by ICBCIS in a collective custody account or otherwise in ICBCIS s name but for the account and at the risk of the Client. Unless otherwise agreed by ICBCIS and the Client, any such U.S. Securities and assets shall be held in the relevant overseas jurisdiction and any transfer or delivery of such U.S. Securities and assets from one jurisdiction to another shall be at the expense and risk of the Client. 4.2 Any Client s assets received or held outside Hong Kong shall be subject to the Applicable Laws of the relevant overseas jurisdiction which may be different from Hong Kong law, including the SFO and the rules made thereunder. The Client understands that such assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong. 4.3 Notwithstanding any provisions to the contrary in the Standard Terms and Conditions, the Client hereby expressly authorizes ICBCIS and/or its agents to: (a) deposit, transfer, lend, pledge, repledge or otherwise deal with any of the U.S. Securities held in the Securities Account for the purpose of settling any liability owed by or on behalf of the Client to ICBCIS, an Associated Entity or a third person; (b) apply any of the U.S. Securities held in the Securities Account pursuant to a securities borrowing and lending agreement; (c) deposit any of the U.S. Securities held in the Securities Account with another financial institution or intermediary for financial accommodation provided to ICBCIS or its agents; (d) deposit any of the U.S. Securities held in the Securities Account with another financial institution or 2

3 intermediary as collateral for the discharge and satisfaction of settlement obligations and liabilities of ICBCIS or its agents; and (e) apply any of the U.S. Securities held in the Securities Account pursuant to the terms of business or agreement of any executing or settlement broker(s) or agent(s) used by ICBCIS. 4.4 The Client undertakes to provide ICBCIS timely and accurate information relating to any restrictions on the sale or transfer of any U.S. Securities held in the Securities Account. In respect of any Instructions to sell or transfer U.S. Securities, the Client shall upon request provide ICBCIS with any necessary documents to the satisfaction of ICBCIS to satisfy any and all legal transfer requirements under the Applicable Laws. The Client shall be responsible for and shall reimburse ICBCIS for any delays, expenses, losses and damages incurred by ICBCIS that are associated with compliance or failure to comply with any of the relevant requirements concerning such sale or transfer. 5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 5.1 The Client warrants, represents and undertakes to ICBCIS that:- (a) (b) (c) unless otherwise specifically declared by the Client, the Client is not a U.S. Person and the Client is not acting for, or on behalf of a U.S. Person; the Client is not a director, 10% beneficial shareholder or policy-making officer of any company publicly traded in the United States; the Client is not at the time the Securities Account is opened and will not at any time during the continuance of the Securities Account, hold in such Account or effect Transactions through such Account, securities of any company with securities traded in the U.S. in which he is: (i) (ii) (iii) a direct or indirect owner or beneficial owner (which would include the power to vote shares pursuant to trust or other instrument) of 10% or more than 10% of any class of voting securities of the company; in a direct or indirect management or other decision-making position in the company; closely-related to (spouse, parent, sibling, in-law), financially dependent on, or the primary financial support for, any person who owns, directly or indirectly outright or through beneficial ownership, 10% or more than 10% of any class of voting securities of such company and holds a direct or indirect management or other decision-making position in such company; or (iv) a member of a formal or informal group that acting together will control 10% or more than 10% of any class of voting securities of such company; (d) the Client is not domiciled in or resident in a country where there is any restriction on the Client s sale, purchase, holding or transfer of any U.S. Securities, and that the Client is not subject to, and is not acting on behalf of any person who is subject to, any restriction or prohibition against the sale, purchase, holding of, or dealing in any such U.S. Securities. If the Client or any person the Client acts on behalf of becomes subject to any restrictions (whether by reason of a change of the Client s domicile, residence or otherwise in any such country), the Client shall inform ICBCIS immediately; 3

4 (e) (f) the Client has full power and authority to perform the obligations and grant the authorisations under the provisions in this Appendix and if the Client is a corporate Client, the Client has taken all necessary action or corporate action to authorise the performance of such obligations and the grant of such authorisations; and the U.S. Securities held or maintained or to be held or maintained in the Securities Account from time to time are freely transferrable and fully negotiable. 5.2 The representations and warranties in Clause 5.1 of this Appendix shall be deemed to be repeated immediately before each Transaction or dealing is carried out for or any service is provided to the Client or on the Client s behalf. 5.3 If the Client is aware that any of the representations and warranties in Clause 5.1 of this Appendix will or may become incorrect, the Client must give prior notice to ICBCIS immediately upon the Client becoming aware of the same, and before such representations and warranties become incorrect. The Client must also notify ICBCIS immediately if any of the said representations and warranties has become incorrect. For the avoidance of doubt, any representation or warranty made in this Appendix which is or becomes incorrect in any respect shall constitute an event of default under Clause 24.1 of the General Terms and Conditions. 5.4 Without limitation to any provisions in this Appendix and in the Agreement, upon ICBCIS receiving notice from the Client that any of the representations and warranties in Clause 5.1 of this Appendix may become incorrect, or if any of the said representations and warranties has become incorrect: (a) (b) ICBCIS shall be entitled, in its sole discretion, to dispose of all U.S. Securities held by the Client, suspend the services provided under the Agreement, close the Securities Account and/or charge the Client all fees, charges, costs and expenses incurred or to be incurred by ICBCIS from time to time to ensure compliance by ICBCIS or its agents with all Applicable Laws arising from or in connection with the above (including, without limitation, all fees, charges, costs and expenses incurred to make all the necessary filings with the relevant authorities); and the Client shall immediately upon request by ICBCIS withdraw all the U.S. Securities or other securities from the Securities Account, and do/or execute any act, deed, document which ICBCIS may require in connection therewith. 5.5 The Client shall be responsible for any notification or other requirement of any jurisdiction relating to his beneficial ownership of the U.S. Securities and ICBCIS shall assume no responsibility. 5.6 The Client shall fully indemnify the Indemnified Persons against all claims, actions, liabilities (whether actual or contingent) and proceedings against any of the Indemnified Persons and bear any losses, costs, charges or expenses (including legal fees) which the Indemnified Persons may suffer or incur arising from or in connection with or resulting from any breach by the Client of any of the representations and warranties in Clause 5.1 of this Appendix. 6. DISCLOSURE OF INFORMATION 6.1 The Client agrees that his data may be transferred to any place outside Hong Kong, whether for the processing, holding or use of such data outside Hong Kong. 6.2 The Client authorises ICBCIS to disclose any information that it has concerning the Client, the Securities Account and any U.S. Securities, monies or other assets held in the Securities Account: (a) to any broker, custodian, clearing agent or other person(s) (whether within or 4

5 outside Hong Kong) appointed by ICBCIS in connection with the services provided pursuant to the provisions in this Appendix and/or the Agreement; (b) upon request, to any government, legal or regulatory authority or exchange (whether within or outside Hong Kong); or (c) to such other persons (whether within or outside Hong Kong) in compliance with the Applicable Laws or FATCA. 6.3 The Client undertakes to provide such information as ICBCIS may request from time to time in order for ICBCIS and/or its brokers, custodians or agents to provide the services under this Appendix and/or the Agreement, or for ICBCIS and/or such brokers, custodians or agents to comply with the Applicable Laws or to respond to requests from any government, legal or regulatory authority or exchange, or for ICBCIS and/or such brokers, custodians or agents to comply with any obligations or to determine the extent to which the Client is subject to (or exempt from) withholding under FATCA. 7. TAXES AND OTHER PAYMENTS 7.1 The Client agrees to pay and reimburse ICBCIS for any taxes, duties, impositions, charges or any other liabilities or payments payable in connection with the Securities Account or any Transactions relating to the U.S. Securities. 7.2 The Client authorises ICBCIS and its agent on the Client s behalf to withhold and/or make payment of any tax or duties payable in connection with the Securities Account or any Transaction relating to the U.S. Securities. 5