1. Application

1.1

These terms form the standard terms and conditions of this Agreement and unless the context otherwise stated, shall be binding on all Clients and/or BMI. If the Client is allowed to engage in margin trading and/or to use Electronic Trading Services provided by BMI, the Client shall be further subject to the terms and conditions set out respectively in Part 2B and/or Part 2C hereof. If there is any inconsistency, the provisions for a particular service will prevail over general provisions.

1.2

The Client agrees to and hereby irrevocably appoint BMI with full power and authority as the Client's true and lawful attorney, to the fullest extent permitted by law, to act for and on the Client's behalf for the purpose of carrying out the provisions of this Agreement and taking any action and execution any document or instrument in his name or in BMI's own name which BMI may deem necessary or desirable to accomplish the purposes of this Agreement.

2. The Account

   2.1

   The Client confirms that all information provided in relation to the Account including information in the related Account Opening Form is complete and accurate. The Client will inform BMI in writing of any changes to that information. It is the Client's responsibility to ensure Account accuracy and to notify BMI immediately with regard to any discrepancies.

   2.2

   BMI is authorized to conduct credit enquiries or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Client and to verify the information provided. The Client also understands that BMI may provide the Client's information to credit reference agencies and in the event of default to a debt collection agent.

   2.3

   BMI will keep information relating to the Account confidential, but may provide any such information to the regulators, law enforcement agencies and other competent authorities, including but not limited to the Exchange, the SFC and Independent Commission Against Corruption to comply with their requirements or requests for information or to any persons pursuant to any court orders or statutory provisions, even if the Account has been terminated prior to such request.

   2.4	The Client's private information is collected and used by BMI in accordance with BMI's Client Data Policy a copy of which is available upon request.

3. Applicable Laws and Rules

   3.1

   All Transactions will be effected in accordance with all laws, rules, regulatory directives, bye-laws, customs and usages applying to BMI. This includes the rules, codes and guidance of the Exchange, HKSCC and SFC from time to time. All actions taken by BMI in accordance with such laws, rules, regulatory directives, bye-laws, customs and usages will be binding on the Client. The Client also agrees that irrespective of his country of domicile (or if the Client is a company, its place of incorporation), any dispute with BMI may at BMI's discretion be referred to the SFC, and not other securities regulators in any jurisdictions.

   3.2	This Agreement is governed by, and may be enforced in accordance with, the laws of Hong Kong.

   3.3

   If the Client is an individual domiciled or a company incorporated outside Hong Kong, the Client shall, immediately upon demand by BMI, appoint a person or an agent in Hong Kong to be his or its process agent to receive all notices and communications relating to any legal proceedings involving the Client, and the Client agrees that any service of any legal process on the process agent shall constitute sufficient service on the Client for purpose of legal proceedings in the Hong Kong courts.

   3.4	No provision of this Agreement shall operate to remove, exclude or restrict any of the Client's rights or obligations of BMI under the laws of Hong Kong.

4. Instructions and Transactions

   4.1	BMI will act as the Client's agent in effecting Transactions unless BMI indicates (in the combined daily statement which includes the contract notes and receipts for the relevant Transaction or otherwise) that BMI is acting as principal.

   4.2	The Client agrees that BMI shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which BMI may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client's behalf.

   4.3

   The Client agrees that BMI (including BMI's directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does BMI give advice or offer any opinion or recommendation with respect to the suitability of any Securities or Transactions. The Client agrees that the Client, independently and without reliance on BMI, makes his own decisions and judgments with respect to his Instructions. Should the Client need investment advice from BMI, a separate agreement has to be made between the Client and BMI.

   4.4

   The Client or the Client's Authorized Person(s) may give Instructions to BMI (which BMI may in its absolute discretion reject) to effect Transactions or other transactions for the Client. BMI may act on such Instructions given orally, in writing or electronically which purport, and which BMI reasonably believes to come from the Client or the Client's Authorized Person(s) or to have been given on behalf of the Client. BMI will not be under any duty to verify the capacity of the person(s) giving those Instructions.

   4.5

   Unless otherwise inform BMI in writing, the Client confirms that the Client is the beneficial owner of the Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Client's Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on the identity, address and contact and other details of such person or entity to BMI before giving the Instruction to BMI. The Client also undertakes and agrees to provide such information to BMI, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of BMI's written request and such undertaking and agreement will survive any termination of this Agreement.

   4.6

   The Client confirms that until such time as BMI receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give BMI any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.

   4.7

   Without prejudice to Clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client's Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.

   4.8

   On all Transactions, the Client will pay BMI's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. BMI may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by BMI, the Exchange, the SFC and other government agencies, and are subject to change at any time.

   4.9	BMI may determine the priority in the execution of the Client's Instructions having due regard to market practice, applicable regulations and fairness to all Clients.

   4.10

   BMI may, without prior notice to the Client, combine for execution the Client's Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client's Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients.

   4.11	BMI will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of BMI.

   4.12	By reason of physical restraints and rapid changes of Securities prices, BMI may not always be able to execute the Client's Instructions in full or at the prices quoted at any specific time or "at best" or "at market" and the Client agrees to be bound by such executions.

   4.13

   All Instructions in respect of the Transactions given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. BMI may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed.

   4.14

   The Client may request to cancel or amend their Instructions in respect of the Transactions but BMI may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client's Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and BMI shall incur no liability in connection therewith.

   4.15	The Client understands and agrees that BMI may use a telephone record system to record conversations and Instructions with the Client and the Client's Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.

   4.16

   The Client may request BMI to subscribe for Securities offerings on the Client's behalf. BMI may be required to provide warranty or make representation in respect of such application, including but not limited to the following: (a) (a) that BMI has due authority to make such application on the Client's behalf; (b) (b) that no other application is being made for the Client's benefit whether by the Client himself or by any other person other than the application submitted on the Client's behalf. The Client hereby expressly authorizes BMI to provide such warranty and representation to the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any allotment of Securities in response to the application made by BMI as the Client's agent.

   4.17	At the Client's request, BMI may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be made between the Client and BMI.

   4.18	The Client understands that BMI generally does not accept stop-loss orders. If such orders are accepted, BMI does not guarantee the execution of such orders.

   4.19

   The Client agrees that BMI may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client's ability to trade Securities through the Account. The Client agrees that BMI is not liable for any losses and/or damages, actual or hypothetical, as a result of such restrictions.



5. Settlement
   
   

   5.1

   Unless otherwise agreed, in respect of each Transaction, unless BMI is already holding sufficient cash or Securities on the Client's behalf to settle the Transaction, the Client will: (a) pay BMI cleared funds or deliver Securities to BMI in deliverable form; or (b) otherwise ensure that BMI has received such funds or Securities by such time as BMI has notified the Client in relation to that Transaction.

   If the Client fails to do so, BMI may on behalf of the Client: (i) in the case of a purchase Transaction, sell the purchased Securities; and (ii) in the case of a sale Transaction, borrow and/or purchase Securities in order to settle the Transaction.

   5.2	The Client will indemnify BMI against any losses, costs, fees and expenses resulting from the Client's settlement failures.

   5.3	The Client agrees to pay a penalty charge for each settlement failure at such rates and on such other terms as BMI has stipulated at its discretion and notified the Client from time to time.

   5.4

   The Client agrees to pay interest on all overdue balances (including interest arising after a judgment debt is obtained against the Client) at such rates and on such other terms as BMI has stipulated at its discretion and notified the Client from time to time. The Client agrees to pay for the costs and expenses of collection of the overdue balances and any unpaid deficiency in the Account(s), including without limited to attorney's fees, court costs and any other costs incurred or paid by BMI.

   5.5

   The Client acknowledges that delivery of any Securities that BMI may have purchased on behalf of the Client from the selling party is not guaranteed. In the case that BMI has confirmed with the Client that the relevant purchase Transaction was completed but the selling party or its broker fails to deliver on the settlement date and BMI has to purchase the Securities to settle the Transaction, the Client will not be responsible to BMI for the costs of such purchase.



6. Safekeeping of Securities
   
   

   6.1

   Any Securities which are held by BMI for safekeeping may, at BMI's discretion: (a) (in the case of registrable Securities) be registered in the Client's name or in the name of BMI's nominee; or (b) be deposited, at the Client's costs, in safe custody in a designated account with BMI's bankers or with any other institution which provides facilities for the safe custody of documents. In the case of Securities in Hong Kong, such institution shall be approved by the SFC as a provider of safe custody services.

   6.2

   Where Securities are not registered in the Client's name, any dividends or other benefits arising in respect of such Securities shall, when received by BMI, be credited to the Client's Account or paid or transferred to the Client after deduction of the relevant charges, as agreed with BMI. Where the Securities form part of a larger holding of identical Securities held for the Clients, the Client will be entitled to the same share of the benefits arising on the holding as the Client's share of the total holding.

   6.3	The Client agrees to pay service charges upon the Account at such rates and on such other terms as BMI has stipulated at its discretion and notified the Client from time to time in respect of the safe custody services.

   6.4

   Save for the Margin Client, BMI as a broker who does not have the Client's written authority pursuant to section 7(2) of the Securities and Futures (Client Securities) Rules shall not: (a) deposit any of the Client's Securities with a banking institution as collateral for an advance or loan made to BMI, or with the HKSCC as collateral for the discharge of BMI's obligations under the clearing system; (b) borrow or lend any of the Client's Securities; and (c) otherwise part with possession (except to the Client or on the Client's Instructions) of any of the Client's Securities for any purpose.

   6.5	Subject to settlement of all outstanding balances of any and all of the Accounts owing to BMI (if any), Securities purchased for the Client will be delivered to the Client provided that: (a) such Securities are fully paid; and (b) such Securities are not subject to any lien.

7. Cash Held for the Client
   
   

   7.1	Any cash held for the Client, other than cash received by BMI in respect of settling a Transaction and/or fulfilling other debt obligations by the Client, will be credited to a client trust account maintained with a licensed bank as required by applicable laws from time to time.

   7.2

   Subject to any written agreement to the contrary, the Client hereby agrees that, BMI shall be entitled at any time and from time to time withhold, withdraw and retain for its own use and benefit absolutely any and all interest at any time and from time to time earned, accrued, paid, credited or otherwise derived from the retention at any time or from time to time of any and all amounts: (a) received for the Account(s) of the Client in respect of dealing in Securities (b) for or on account of the Client (c) in any trust account established by BMI under the SFO (d) received or held by BMI or any of BMI's nominees, agents, representatives, correspondents or bankers for or on account in any other circumstances, for any purpose or pursuant to any Transaction.

8. Joint Account
   
   

   8.1

   Where the Client consists of more than one person: (a) (a) the liability and obligations of each of them shall be joint and several and references to the Client shall be construed, as the context requires, to any or each of them; (b) (b) BMI shall be entitled to, but shall not be obliged to, act on Instructions or any other requests from any of them; (c) (c) each of them shall be bound though any other Client or any other person intended to be bound is not, for whatever reason, so bound; and (d) (d) any notice, payment or delivery by BMI to either any one the joint Account holders shall be a full and sufficient discharge of BMI's obligations to notify, pay or deliver under this Agreement.

   8.2

   Where the Client consists of more than one person, on the death of any of such persons (being survived by any other such persons), this Agreement shall not be terminated and the interest in the Account of the deceased will thereupon vest in and ensure for the benefit of the survivor(s) provided that any liabilities incurred by the deceased Client shall be enforceable by BMI against such deceased Client's estate. The surviving Client(s) shall give BMI written notice immediately upon any of them becoming aware of any such death.

9. Lien, Set-off and Combination of Accounts
   
   

   9.1

   All Securities held for the Account shall be subject to a lien by way of first fixed charge in BMI's favour for the performance of the Client's obligations to BMI arising in respect of dealing in Securities for the Client. In addition, BMI shall have a lien by way of first fixed charge over any and all Securities, acquired on the Client's behalf, or in which the Client has an interest (either individually or jointly with others) which are held for the Accounts and all cash and other property at any time held by BMI on the Client's behalf, all of which shall be held by BMI as a continuing security for the payment and/or discharge of the Client's obligations to BMI arising from the business of dealing in Securities and all stocks, shares (and the dividends or interest thereon) rights, monies or property accruing or offered at any time by way of redemption, bonus, preference, option or otherwise to or in respect of such Securities. Upon default by the Client in payment on demand or on the due date therefor of any of the Client's indebtedness to BMI or any default by the Client hereunder, BMI shall have the right, acting in good faith, to sell or otherwise dispose the whole or any part of such security as when and how and at such price and on such terms as BMI shall think fit and to apply the net proceeds of such sale or disposition and any moneys for the time being in BMI's hands in or towards discharge of the Client's indebtedness to BMI.

   9.2

   Subject to the provisions of the SFO and relevant rules made thereunder and without prejudice to any of the rights BMI may have, BMI shall be entitled and authorized to, at any time or from time to time and without prior notice to the Client, notwithstanding any settlement of Account or other matter whatsoever, combine or consolidate any or all of the Accounts (of whatever nature and whether held individually or jointly with others) maintained with BMI and set-off or transfer any money, securities or other property standing to the credit of any one or more of such Accounts in or towards satisfaction of the indebtedness, obligations or liabilities of the Client towards BMI on any other Accounts whether such indebtedness, obligations or liabilities be present or future, actual or contingent, primary or collateral, several or joint and secured or unsecured. Where such set-off, consolidation, combination or transfer requires the conversion of one currency into another, such conversion shall be calculated at the rate of exchange conclusively determined by BMI to be applicable.

10. Amendment
    
    

    10.1	BMI may from time to time in its absolute discretion add, amend, delete or substitute any of the terms and conditions of this Agreement by giving the Client notice of such changes which will become effective from the date specified in such notice.

    10.2

    The Client acknowledges and agrees that if the Client does not accept any amendments (including the amendments to BMI's commission rates and fees etc.) as notified by BMI from time to time, the Client shall have the right to terminate this Agreement in accordance with the termination clause under this Agreement. The Client further agrees that any amendments shall be deemed to be accepted by the Client, should BMI continue to effectuate any Transaction(s) in the Account without being expressly communicated with the Client's objections to such amendments prior to the Transaction(s).

11. Limitation of Liability and Indemnity
    
    

    11.1

    BMI shall not be liable for any delay or failure to perform their obligations or any losses, damages or costs resulting therefrom so long as they have acted in good faith. Moreover, BMI shall not be held responsible for any consequences resulting whether directly or indirectly from any uncontrollable events including without limitation government restrictions, imposition of emergency procedures, exchange ruling, third party conduct, suspension of trading, breakdown or collapse of communication facilities, war, strike, market conditions, civil order, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond BMI's control whatsoever.

    11.2	The Client further agrees that BMI (including BMI's directors, officers, licensed representatives and employees) shall not be liable in respect of any information rendered, whether such information was given at the Client's request.

    11.3

    The Client shall fully indemnify BMI (including BMI's directors, officers, licensed representatives and employees) against all claims, actions, liabilities (whether actual or contingent) and proceedings against any one of them and bear any losses, costs, charges or expenses (including legal fees) which any one of them may suffer or incur in connection with their carrying out of obligations or services, or exercise of rights, powers or discretion under this Agreement, including any action taken by BMI to protect or enforce its rights, or its security interest under this Agreement, whether or not as a result of any default or breach of the Client.

12. Default
    
    

    12.1

    All amounts owing by the Client to BMI together with interest become immediately due and payable without any notice or demand upon any one of the following events of default: (a) if, in BMI's opinion, the Client has breached any material term of this Agreement or defaulted in respect of any transaction with or through BMI; (b) if any representation, warranty or undertaking to BMI was when given or hereafter becomes incorrect in any material respect; (c) for compliance with any rules or regulations of any relevant exchange or clearing house; (d) in the event of the Client's death (in the case of joint Account, Clause 8.2 of this Agreement shall apply) or being declared incompetent or a petition in bankruptcy is filed by or against the Client or an order is made or resolution passed for the Client's voluntary or compulsory winding up or a meeting is convened to consider a resolution that the Client should be so wound up; (e) any warranty or order of attachment or distress or equivalent order is issued against any of the Client's Accounts with BMI; or (f) when the Client's Account has become Dormant and the balance of which is zero (i.e. neither cash nor Securities are maintained in the Account) or negative (i.e. in the case that the Client has indebtedness owing to BMI), and upon the occurrence of any of such events (collectively referred to as "Default"), BMI shall be entitled in its absolute discretion, without notice or demand and without prejudice to any other rights or remedies available to BMI, forthwith to: (i) sell or realize all or any part of the Client's property held by BMI in such manner and upon such terms as BMI may conclusively decide and satisfy the Client's obligations and indebtedness towards BMI out of the net proceeds (with fees, expenses and costs deducted) thereof; (ii) cancel any open orders for the purchase or sale of Securities; (iii) sell any or all Securities long in the Account; (iv) buy any or all Securities which may be short in the Account; and/or (v) exercise any of its rights under this Agreement.

13. Termination
    
    

    13.1	Either party may terminate this Agreement at any time on the giving of not less than seven (7) Business Days' prior written notice to the other. However, BMI may terminate this Agreement forthwith at any time without notice to the Client in the case of Default committed by the Client.

    13.2	Any termination shall not affect any transaction entered into, or prejudice or affect any right, power, duty and obligation of either party accrued, prior to such termination.

    13.3	Upon termination of this Agreement, the Client will immediately pay to BMI any and all amounts due or owing to it.

    13.4

    In case of any cash or Securities balances in the Account upon termination of this Agreement by way of notice (other than as a result of Default), the Client agrees to withdraw such balances within seven (7) days from the date of such termination. If the Client does not do so, the Client agrees that BMI may on behalf of the Client and without any responsibility for any loss or consequence on its part sell or dispose of the Client's Securities in the market or in such manner and at such time and price as BMI may reasonably determine and send to the Client at the Client's sole risk its cheque representing any net sale proceeds and credit balances in the Accounts to the Client's last known address.

14. Notices and Communication
    
    

    14.1

    Any notice or communication given by BMI to the Client shall be deemed made or given: (a) if made by letter, upon delivery to the Client by hand or if sent by prepaid mail, within two (2) days if the Client is in Hong Kong or within five (5) days if the Client is outside Hong Kong; and (b) if made by telex, facsimile, electronic mail or other electronic means, upon transmission of the message to or accessible by the Client.

    14.2	BMI may also communicate with the Client verbally. The Client is deemed to have received any message left for the Client on the Client's answer machine, voicemail or other similar electronic or mechanical devices at the time it is left for the Client.

    14.3	Any notice or communications made or given by the Client will be sent at the Client's own risk and will be effective only upon actual receipt by BMI.

    14.4	Unless otherwise inform BMI in writing, the Client expressly consent to BMI sending any notice, documents or communication to the Client by electronic means.

    14.5

    The Client agrees to check regularly the Client's mailbox, electronic mailbox, facsimile machine and other sources of facilities through which the Client receives communication from BMI. BMI will not be responsible for any losses that arise from the Client's failures, delay or negligence to check such sources or facilities.

    14.6

    The Client understands, for the security and integrity of the Account, that BMI may temporarily or permanently disable or restrict the Account, if and when the mails become undeliverable or are returned as a result of the Client's failure to provide, update and/or notify BMI with most current and accurate Account information.

    14.7

    The Client is responsible for reviewing all acknowledgements, confirmations, contract notes and Account statements in relation to the Client's Transactions and other Account activities information upon first receiving them. All Transactions and other information therein contained will be binding on the Client unless BMI receives the Client's notice of objection in writing within seven (7) days after the Client receives or deemed to have received them. In all cases, BMI reserves the right to determine the validity of the Client's objection to the relevant Transaction or information.

15. General Provisions
    
    

    15.1	All currency exchange risks in respect of any Transactions, settlement actions or steps taken by BMI under this Agreement shall be borne by the Client.

    15.2	If BMI commits a default as defined in the SFO and the Client thereby suffers a pecuniary loss, the Client shall have a right to claim under the Compensation Fund established under the SFO, subject to the terms of the Compensation Fund from time to time.

    15.3	Each of BMI and the Client undertakes to notify the other in the event of any material change to the information (as specified in paragraphs 6.2(a), (b), (d), (e) and (f) of the Code of Conduct) provided in this Agreement.

    15.4

    The terms and conditions of this Agreement shall survive any changes or succession in the Client's business, including the Client's bankruptcy or death and will be binding on the Client's successor(s), personal representative(s) or permitted assign(s). Time shall be of essence in relation to all matters arising under this Agreement.

    15.5

    Waiver of any right under this Agreement must be in writing signed by the party waiving such right. The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. Any failure or delay in exercising all or part of any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver to preclude any subsequent exercise of that right, power or privilege.

    15.6	Each of the provisions in this Agreement is several and distinct from the others and if any one or more of such provisions is or becomes invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    15.7

    BMI shall have the right to assign, transfer or otherwise dispose of all or any of its rights, interests or obligations in or under this Agreement to its Affiliates as it thinks fit and without having to notify the Client or obtain the Client's consent. The Client shall not assign, transfer or dispose of the Client's rights, interests or obligations in or under this Agreement to any third party without the prior written consent of BMI.

16. Risk Disclosure Statements
    
    

    16.1

    The Client acknowledges that the relevant risk disclosure statements specified in Part 3A hereof form part of this Agreement. If the Client is allowed to engage in margin trading and/or to use Electronic Trading Services provided by BMI, the Client shall further acknowledge the relevant risk disclosure statements set out respectively in Part 3B and/or Part 3C hereof.

17. Representation, Warranties and Undertakings
    
    

    17.1

    The Client represents that he is of required legal age and mentally fit to enter into this Agreement. If the Client is a corporate client, it has obtained all necessary consents from shareholders and directors and has taken all necessary actions to enable the Client to enter into this Agreement and perform its obligations under this Agreement.

    17.2

    Save as disclosed in the Account Opening Form, the Client represents and warrants to BMI that the Client is not associated with any directors, employees or licensed representatives of BMI or its associated companies and agrees that if the Client is or becomes associated with any of such directors, employees or licensed representatives, the Client shall promptly notify BMI of the existence and nature of such association and acknowledge that BMI may, upon receipt of such notice, at BMI's discretion, choose to terminate the Account. If the Client is a corporate client, the expression "Client" in this Clause 17.2 and Clause 17.3 below shall include any of the Client's directors, shareholders or Authorized Persons.

    17.3	The Client represents that, unless the Client has previously disclosed in writing to BMI, the Client is not a director or employee of any exchange, clearing house or any licensed or registered person under the SFO.

    17.4

    This Agreement and its performance and the obligations contained in this Agreement do not and will not contravene any applicable law and regulations, any provisions of the Client's memorandum and articles of association or by-laws (where applicable), or constitute a breach of default under any agreement or arrangement by which the Client is so bound.

    17.5	The Client will not charge, pledge or allow to subsist any charge or pledge over the Client's Securities or monies in the Account or grant or purport to grant an option over any Securities or monies in the Account without the prior written consent of BMI.

    17.6	All representations and warranties appeared in this Agreement 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.

Risk of trading NASDAQ-AMEX securities at the Exchange

The securities under the Nasdaq-Amex Pilot Program ("PP") are aimed at sophisticated investors. The Client should consult BMI and become familiarized with the PP before trading in the PP securities. The Client should be aware that the PP securities are not regulated as a primary or secondary listing on the Main Board or the GEM of the Exchange.

Currency Risk; An investor is subject to the risk of RMB depreciation if client intends to convert any RMB-denominated redemption / sale proceeds into another currency, as RMB is a restricted currency and subject to exchange controls.

Risk of Exchange Rate Risk

Since RMB is a restricted currency and subject to exchange controls, client will be exposed to exchange rate risk when client has to convert the local currency into RMB during client's investments in RMB product. In any event that currency conversion is required, BMI Securities shall determine a rate of exchange to be the prevailing market rate of exchange between the relevant currencies, any risks, costs, profits and/or losses arising as a result of fluctuations in the exchange rates between the relevant currencies shall be entirely binding on the Client.

Risk of Issuer / Counterparty Credit

RMB products are subject to the credit and insolvency risks of their issuers. You shall consider carefully the creditworthiness of the issuers before investing. Furthermore, as a RMB product may invest in derivative instruments, counterparty risk may also arise as the default by the derivative issuers may adversely affect the performance of the RMB products and result in substantial losses.

Client assets received or held by BMI outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the Securities and Futures Ordinance (Cap.571) and the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong.

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

In addition to Part 3A, the Margin Client should be aware of the following potential risks in connection with margin trading.

There is risk if the Client provides BMI with an authority that allows it to apply the Client's securities or securities collateral pursuant to a securities borrowing and lending agreement, repledge the Client's securities collateral for financial accommodation or deposit the Client's securities collateral as collateral for the discharge and satisfaction of its settlement obligations and liabilities.

If the Client's securities or securities collateral are received or held by BMI in Hong Kong, the above arrangement is allowed only if the Client consents in writing. Moreover, unless the Client is a professional investor, the Client's authority must specify the period for which it is current and be limited to not more than twelve (12) months. If the Client is a professional investor, these restrictions do not apply.

Additionally, the Client's authority may be deemed to be renewed (i.e. without the Client's written consent) if BMI issues the Client a reminder at least fourteen (14) days prior to the expiry of the authority, and the Client does not object to such deemed renewal before the expiry date of the Client's then existing authority. The Client is not required by any law to sign these authorities. But an authority may be required by BMI, for example, to facilitate margin lending to the Client or to allow the Client's securities or securities collateral to be lent to or deposited as collateral with third parties. BMI should explain to the Client the purposes for which one of these authorities is to be used. If the Client signs one of these authorities and the Client's securities or securities collateral are lent to or deposited with third parties,

those third parties will have a lien or charge on the Client's securities or securities collateral. Although BMI is responsible to the Client for securities or securities collateral lent or deposited under the Client's authority, a default by it could result in the loss of the Client's securities or securities collateral.

A cash account not involving securities borrowing and lending is available from most licensed or registered persons. If the Client does not require margin facilities or does not wish the Client's securities or securities collateral to be lent or pledged, the Client should not sign the above authorities and ask to open this type of cash account.

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

In addition to Part 3A, the eTrade Client should be aware of the following potential risks in connection with the use of Electronic Trading Services.

The access, communication and conducting transactions over the internet or other electronic means or facilities involve the use of public networks and represent an attractive target for attacks by intruders. Should intruders infiltrate the electronic trading system of BMI and obtain sensitive data and information or create bugs or virus which sabotages its function, the electronic trading system (including the Client's account) may be damaged. While various steps and procedures (e.g. the use of login password, cryptography, firewall) have been taken and/or implemented by BMI to protect unauthorized access to electronic trading system and the Client's account, there can be no assurance that such steps and procedures can prevent or respond to all forms of attacks in a timely or effective manner. Internet or any other electronic means are, due to unpredictable traffic congestion and other reasons, an inherently unreliable medium of communication and that such unreliability is beyond the control of BMI. As a result of such unreliability, there may be

delays in the transmission and receipt of instructions or other information (e.g. canceling or changing the Client's original instructions), delays in execution or execution of the Client's instructions at prices different from those prevailing at the time the Client's instructions were given, transmission interruption or breakdown and/or for some reason BMI may not be able to act on the Client's instructions at all. If the Client subsequently give instructions canceling or changing the Client's original instructions, BMI will not accept them if it has already acted on the Client's original instruction or there is insufficient time to act on the Client's subsequent instruction. The Client should therefore give instructions in good time before the closes of the market.

Information and data provided through the electronic trading services relating to securities and the securities markets has been obtained from any securities exchanges and markets and from other third party service providers. Owing to market volatility, possible delay in data transmission process and other reasons, the information and data may not be accurate, complete, timely and in correct sequence. Thus any reliance on such information and data may lead to incorrect investment decisions and/or other actions.

1. Under Shanghai and Shenzhen Connect, Northbound trading can only involve SSE and SZSE A shares in secondary markets respectively. Northbound trading investors cannot participate in SSE’s and SZSE’s initial public offering activities
2. At the initial stage of Shenzhen Connect, investors eligible to trade shares that are listed on the ChiNext Board of SZSE under Northbound trading will be limited to institutional professional investors.
3. SSE-listed and SZSE-listed issuers are only required to publish corporate documents in simplifi ed Chinese, and English translation will not be available.
4. According to existing Mainland practices, Northbound trading investors being the benefi cial owners of SSE and/or SZSE securities are not allowed to appoint proxies to attend shareholders’ meetings on their behalf. However, HKSCC will consolidate the voting instructions from investors and endeavor to submit a combined single voting instruction to the relevant SSE-/SZSE-listed company via the designated on-line voting platform.
5. Northbound trading is only limited to shares being included in the Lists of Eligible Stocks for Northbound Trading (the “Lists”), and the Lists might vary from time to time. Investors will only be allowed to sell but restricted from buying SSE/SZSE securities (“sell-only SSE/SZSE securities”) in specifi c situations. These situations include SSE/SZSE securities subsequently cease to be a constituent stock of the relevant indices; and/or they are subsequently placed under risk alert; and/or the corresponding H shares of such securities are subsequently delisted from SEHK; and/or (only applicable to SZSE securities) such securities are, based on any subsequent periodic review, determined to have a market capitalisation of less than RMB 6 billion. The list of sell-only SSE/SZSE securities will be published on the website of the Hong Kong Exchanges and Clearing Limited (“HKEx”) or through such other means as it considers appropriate, and might be updated or amended from time to time. Sell-only SSE/SZSE securities might affect the investment portfolio and strategies of Northbound trading investors.
6. (Only applicable to Margin Securities Trading Account) BMIS will announce an “A Shares Marginable List” and its margin ratio from time to time. Since clients can only conduct margin trading in certain A shares that has been determined by SSE and SZSE to be eligible for margin trading, the A shares on the “A Shares Marginable List” must be the A shares on the “List of Eligible SSE Securities for Margin Trading” or “List of Eligible SZSE Securities for Margin Trading” (together “Lists for Margin Trading”). SEHK will publish the Lists for Margin Trading on HKEx website or through such other means as it considers appropriate and may update or amend the lists from time to time. Only those SSE and SZSE securities which are eligible for both buy orders and sell orders through Shanghai and Shenzhen Connect will be included in the Lists for Margin Trading. “A Shares Marginable List” of BMIS will be changed from time to time by reference to the Lists for Margin Trading.
7. Northbound trading hours will follow that of SSE and SZSE. SEHK will begin to accept orders starting from 5 minutes before the Mainland market sessions open in the morning and in the afternoon.
8. Northbound trading will only be available when both Hong Kong and Shanghai markets are open for trading and when banks in both markets are open on the corresponding settlement days. Clients should take note of their own risk tolerance whether or not to take on price fl uctuation risk in A-shares when Northbound trading is not available.
9. Investment under Shanghai and Shenzhen Connect is subject to the maximum cross-boundary investment quota (“aggregate quota”) and the daily quota. Purchase orders of Northbound trading will be rejected if the trading volume has exceeded its quotas according to the relevant regulations.
10. (Only applicable to Margin Securities Trading Account) According to the relevant rules of SSE and SZSE, each of SSE and SZSE may suspend margin trading activities in specifi c A shares in its market when the volume of margin trading activities in such A shares exceeds the threshold determined by it and resume margin trading activities when the volume drops below a prescribed threshold. Currently, each of SSE and SZSE will suspend further margin trading in a stock eligible for margin trading after the “margin trading indicator” for the stock reaches 25%. When the margin trading indicator drops below 20%, SSE/SZSE will allow margin trading to resume. Each of SSE and SZSE publishes a list of A shares which have reached the 25% margin trading indicator on its website.
11. (Only applicable to Margin Securities Trading Account) Margin trading orders will be fl agged as margin trading orders to be routed to SSE and SZSE system as required by SSE and SZSE.
12. Only limit orders (i.e. orders which can be matched at the specifi ed price or a better price) will be accepted throughout the day for Northbound trading. Northbound orders cannot be amended. Investors who wish to amend their Northbound orders must cancel the original orders fi rst and then input new orders subject to the quota balance at that moment and queue up again.
13. SSE and SZSE has imposed price limit on security orders. SEHK will also apply dynamic price check on Northbound purchase orders. Northbound orders with prices beyond the price limit will be rejected.
14. Investment under the Scheme is subject to the foreign shareholding restrictions imposed by the China Securities Regulatory Commission. Northbound trading investors might be rejected for order placements or even be forced to sell their shares according to the relevant rules.
15. For Northbound trading, shares will be settled on T day, and investors are required to settle money on T+1 day.
16. Investors involving Northbound trading might be subject to charges determined by relevant regulatory bodies different from that of Hong Kong listed securities trading, including trading fees, stamp duties and other taxes, etc. These regulations will be changed from time to time.
17. Short selling in or any other securities lending activities of SSE and SZSE A shares and block trade facility are not allowed via Northbound trading. All trading must be conducted on SSE or SZSE, i.e. no over-the-counter or manual trades are allowed. Besides, as shares traded on SSE and SZSE are issued in scripless form, physical deposits and withdrawals of SSE and SZSE securities into/from the Central Clearing and Settlement System Depository will not be available.
18. Day trading is prohibited for both Connect Markets. Clients are only allowed to sell the stocks on or after T+1 day. Pre-trade checking is applicable to Northbound Trading. If clients want to sell A shares via BMIS, the A shares must be transferred to the securities accounts held by clients in BMIS before the market opens on the day of selling (T-day). Sell orders will be rejected by BMIS if there are no suffi cient stocks in their BMIS securities accounts before the market open on the day.
19. BMIS might cancel clients’ orders in case of contingency such as severe weather conditions. If client’s order cancellation request cannot be sent in case of contingency such as when SEHK loses all its communication lines with SSE or SZSE, etc, and if the orders are matched and executed, client should still bear the settlement obligations.
20. Investment under the China Connect will not be covered by Hong Kong’s Investor Compensation Fund (“ICF”). Northbound trading investors will not receive any compensation from ICF for pecuniary losses as a result of default of a licensed intermediary or authorized fi nancial institution.
21. Investors need to accept the risks concerned in Northbound trading, including but not limited to prohibition of trading SSE and SZSE securities, being liable or responsible for breaching SSE Listing Rules, SSE Rules, SZSE Listing Rules, SZSE Rules and other applicable laws and regulations.
22. If the SSE Rules are breached, or the disclosure and other obligations referred to in the SSE Listing Rules or SSE Rules is breached, SSE has the power to carry out an investigation, and may, through SEHK, require BMIS to provide relevant information and materials and to assist in its investigation.
23. The rules of the China Connect will be updated from time to time in SEHK website (http://www.hkex.com.hk):SSE website(http://www.sse.com.cn) and SZSE website (http://www.szse.cn). Clients should visit the websites and read the relevant documents in details before participating in Northbound trading.
24. All trading must be conducted on SSE, i.e. no over-the-counter (OTC) or manual trades are allowed and Naked short selling is not allowed.
25. HKEx, SEHK, SEHK Subsidiary, SSE and SSE Subsidiary and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by an EP, its clients or any third parties arising from or in connection with Northbound trading or the CSC.

1. The client shall only use the Market Data Information as an end-user and shall not disseminate the Market Data Information to any person or grant any person any access to the Market Data Information, whether free of charge or otherwise;
2. The client shall not use or permit the use of the Market Data Information for any illegal purpose;
3. The client shall not use the Market Data Information for index computation and compilation and for deriving any tradable products;
4. The client shall only use the Market Data Information for its own purposes, in the ordinary course of its own business (which shall not include the dissemination of Market Data Information to any persons or third parties, whether on a for-profi t basis or otherwise), or for the purpose of enabling its software system suppliers to develop, connect or apply relevant software solutions to facilitate its use of the Market Data Information;
5. The Market Data Information are vested in the China Connect Market Operator; and
6. The Information other than the Market Data Information are vested in SEHK or SEHK and the China Connect Market Operator jointly, as the case may be; and