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PART I | DEFINITIONS & INTERPRETATION
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| This section forms part of the Terms & Conditions and throughout the Terms & Conditions, the following terms shall bear the following meanings:
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| “Account” | Cash Account or Futures Account or any other brokerage trading account in other products or services opened by the Client with the Company through Electronic Operation, Non-electronic Operation or any other means
| “Account Opening Form” | the account opening form which contains the particulars and other necessary information of the Client and the Account
| “Business Day(s)” | business day(s) (other than Saturday) on which banks are generally open for business in Hong Kong
| “Cash Account” | the cash securities trading account otherwise opened by the Client with the Company through Electronic Operation, Non-electronic Operation or any other means
| “CCASS” | the Central Clearing and Settlement System which is a computerised
securities clearing and settlement system developed and operated by Hong Kong Securities Clearing Company Limited
| “Clearing House” | the clearing houses including the Hong Kong Securities Clearing Company Limited, the HKFE Clearing Corporation Limited, the SEHK Options Clearing House Limited and any other relevant bodies which are recognized by the Governing Rules to provide clearing and settlement service
| “Client” | the client of the Company under the Account whose particulars are set out in the Account Opening Form
| “Collateral” | all Securities and variable assets acceptable by I-Access which shall be maintained at or delivered to I-Access by the Client as collateral under the Margin Account
| “Company” | the Company with which the Account is opened by the Client, and may mean any of I-Access or any other relevant company
| “CSC” | the China Stock Connect System
| “Electronic Operation” | the electronic brokerage trading operated via Electronic Means by the Client under the Account
| “Electronic Means” | includes the Internet, electronic mail, mobile phone, personal digital assistant or any other electronic means of communication as may be permitted by the Company from time to time
| “Electronic Service” | the electronic facility through Electronic Means which enables the Client to give Instruction(s) and obtain information services provided by the Company for Electronic Operation
| “Event of Default” | the event of default as described in Clause 12 of the Standard Terms
| “Financial Product” | any securities or futures contracts as defined under the SFO
| “Futures” | any item and includes, without limitation, agricultural commodities, metal, currencies, interest rates, indices (whether stock market or otherwise) or other financial contracts, energy, right or authority under any jurisdiction and shall where the case requires include a futures/options contract in respect of any of the above and in each case whether or not the item is capable of being delivered
| “Futures Account” | the futures trading account otherwise opened by the Client with the Company through Electronic Operation, Non-electronic Operation or any other means
| “Futures Exchange” | the Hong Kong Futures Exchange Limited and any successors
| “GEM” | the Growth Enterprise Market operated by the Stock Exchange
| “GEM Securities” | the Securities listed and/or traded on GEM
| “GEM Statement” | the risk disclosure statement for dealings in GEM Securities as set out in Part IV as Risk disclosure Statement for GEM Securities
| “Governing Rules” | the rules and regulations of all regulatory authorities whether located in Hong Kong or in any other jurisdiction applicable to dealings in Securities, Futures or other instruments in respect of the Account and/or the operation of the Account
| “HKEx” | Hong Kong Exchanges and Clearing Limited
| “Hong Kong” | Hong Kong Special Administrative Region of the People's Republic of China
| “Instruction(s)” | the instructions
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(i) | for dealing in Securities or Futures or other instruments in the Account,
| (ii) | for the transfer, deposit or withdrawal of funds or Securities or other assets or property into or out of the Account including transferring into or from any other account of the Client with the I-Access Group,
| (iii) | for the provision of Securities Margin Financing, and/or
| (iv) | for any other act relating to the operation of the Account
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| “Investment Fund” | mutual fund and/or unit trust, either approved or not approved by SFC
| “I-Access” | I-Access Investors Limited (CE Number: ALV032), a limited company incorporated in Hong Kong with current principal place of business in Hong Kong and is a licensed corporation under the Securities and Futures Ordinance and an exchange participant of the Stock Exchange and Futures Exchange
| “I-Access Group” | any member of the controlling group of the Company including the Company, its subsidiaries, its controlling company and the subsidiaries and associated companies of such controlling company
| “I-Access OTP” | I-Access odd-lot trading platform
| “Margin Account” | any securities margin financing account otherwise opened by the Client with the Company through Electronic Operation, Non-electronic Operation or any other means
| “Margin Facility” | any Securities Margin Financing facility provided by I-Access to the Client for the Margin Account
| “Non-electronic Means” | includes verbal and written instructions and communication via telephone or facsimile and also allowing such other means as may be permitted by the Company from time to time
| “Non-Electronic Operation” | trading operated by the Client under the Account by way of Non-electronic Means and/or in such manner as may be permitted by I-Access
| “Obligations” | all monies or Securities or Futures falling due or otherwise owed to I-Access by the Client under the Account or owed by the Client under any other account maintained with the I-Access Group
| “Omnibus Account” | the Account otherwise opened by any registered or licensed stock broker or exempted dealer or bank of any territory and operated on behalf of its client as indicated in the Account Opening Form
| “Pilot Program” | the Nasdaq–Amex Pilot Program for the trading of a number of Nasdaq–Amex listed Securities on the Stock Exchange
| “PPS” | a phone and online bill payment solution provided jointly by EPS Company (Hong Kong) Limited and Hong Kong Telecommunications (HKT) Limited
| “Securities” | has the meaning given to that term in Schedule 1 of the Securities and Futures Ordinance
| “Securities Margin Financing” | has the meaning given to that term in Schedule 1 of the Securities and Futures Ordinance
| “SFC” | the Securities and Futures Commission of Hong Kong
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
| “Standard Terms” | the general terms and conditions as set out in Part II of this document and applicable to all clients of any accounts opened with the Company
| “SEHK” | the Stock Exchange of Hong Kong Limited
| “SSE” | the Shanghai Stock Exchange
| “SZE” | the Shenzhen Stock Exchange
| “Terms & Conditions” | this document of terms and conditions including this PART I, the Standard Terms, Part V and the applicable Schedules in Part III and Part IV of this document, all as may be supplemented and amended from time to time, and shall apply to the operation of the Account and bind the Client
| “Trading Limit” | the trading limit allowed for the Client's Transaction(s) under the Account in accordance with the Trading Policy or otherwise fixed by the Company, which limit is subject to change(s) at the Company's discretion from time to time
| “Trading Policy” | the policies and procedures applicable to the operation of the Cash Account, Margin Account or Futures Account or any other securities trading account which shall be binding on the Client and determined by the Company from time to time and will be available upon the Client's request
| “Transactions” | executed Instructions
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| The Standard Terms shall apply to all types of the Account and shall be binding on the Client
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| 1. | The Account
| | 1.1 | These Terms & Conditions and the Trading Policy shall apply to the operation of the Account.
| | 1.2 | If any conflict arises between the provisions under these Terms & Conditions and the Trading Policy, those of former shall prevail.
| | 1.3 | If an Instruction is operated via Electronic Operation, the following provision shall apply:
| | | (i) | The Client shall be the only authorized user of the Electronic Service under the Account.
| | | (ii) | The Client shall not attempt to tamper with, modify, decompile, reverse engineer and otherwise alter in any way, and shall not attempt to gain unauthorized access to, any part of the Electronic Service.
| | | (iii) | Risks associated with electronic or online device, including delays or failure in transmission, receipt or execution of instructions due to breakdown or failure or transmission or traffic congestion of communications or any other cause(s) beyond the control or anticipation of the Company, may arise which may include a client's instruction being executed before a client's revised or cancellation instruction being validly placed and effected, delay in the execution of instruction and/or price quoted being different from those prevailing at the time the instruction is given and the client shall be fully responsible for all such risks.
| | | (iv) | All online quoted data and information provided by the Company or any other party is for reference purpose only the Company will not be liable for any inaccuracy thereof or any loss and damages whatsoever of the Client in reliance thereon.
| | 1.4 | If an Omnibus Account is opened by the Client, the Account shall be traded for and on behalf of its clients and the Client must be a registered/licensed stock broker/exempted dealer/bank in the territory where its clients were solicited and its registered license (if applicable) shall remain valid at all times when the Account remains valid and operative.
| | 1.5 | The Client and, as the case may be, its directors, officers, employees or agents shall keep confidential all access codes including passwords or otherwise for the operation of the Account and the use thereof and the Client shall be wholly responsible for all Instructions placed and/or Transactions transacted for the Account through the use of such access codes.
| | 1.6 | The Client shall forthwith inform the Company of any change to the information given in the Account Application Form and in any case, not later than 24 hours after such change has occurred.
| | 1.7 | The Company shall keep information relating to the Account confidential, subject always to its right to disclose any information relating to the affairs of the Client or the Account which are of a confidential nature to
| | | (i) | the SEHK, the SFC, the Futures Exchange, the Clearing House and any other regulatory authorities as may be requested by them from time to time or otherwise in compliance of the Governing Rules, or
| | | (ii) | any member of the I-Access Group; or
| | | (iii) | any other party for the operation or performance of this Agreement.
| | 1.8 | The Company shall provide regular statements of the Account to the Client from time to time in accordance with the Governing Rules. In the absence of manifest error and objected to by the Client by giving written notice to the Company within the time limit as provided in the document, such statement or record shall be conclusive and binding on the Client.
| | 1.9 | If the Client is not the person or entity ultimately responsible for originating the Instructions, beneficially entitled to the commercial or economic benefit or bears the commercial or economic risk of any Transactions, the Client undertakes to provide information regarding the identity, address and other details of such person or entity that the client is acting on behalf of to the Company or to the relevant regulatory authorities upon request and in any case within two (2) days of such request. This undertaking shall survive the termination of this Agreement.
| | 1.10 | The Company may amend, modify or alter the provisions of this Agreement at any time and from time to time by notifying the Client in writing of such change. Any such changes shall be binding on the Client upon the Company's issuance of the notice.
| | 1.11 | Any contact details provided by the Client in the Account Opening Form shall be deemed to be the authorized and valid communication channel between the Client and Company.
| | 1.12 | The services provided under the Account include, but not limited to, securities (including securities listed on SEHK, GEM Securities, Securities under the Pilot Program, and local or overseas securities in which the Company is authorized to trade as agent) trading and short selling, futures and option trading, securities lending and borrowing, odd lot trading, securities margin financing, pre-listing securities trading, monthly subscription plan, new share subscription, bond subscription, Investment Fund purchase and redemption, real-time price quotation, etc.
| | 1.13 | Details of commissions charged by I-Access and fees charged by other parties are shown in the website of I-Access.
| | 1.14 | The Client has disclosed all information requested by the Company in relation to your status for tax purposes accurately and completely.
| | 1.15 | The Company undertakes to notify the Client in the event of any material change to the information (except that related to the Client) contained in the Account Opening Form or this agreement.
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| 2. | Laws and Rules
| | 2.1 | This Agreement is governed and construed according to the laws of Hong Kong and the parties submit to the non-exclusive jurisdiction of the Hong Kong courts. All Transactions under the Account shall be effected in accordance with all Governing Rules including rules and regulations of the SEHK, the SFC, the Futures Exchange, the Clearing House and the laws of Hong Kong, as may be amended from time to time. If a Transaction is executed outside Hong Kong, such Transaction may be subject to rules and laws of governing bodies of such other jurisdictions and the Client shall be solely responsible for ensuring compliance with the laws of such other jurisdictions.
| | 2.2 | The provision of services under this Agreement is principally targeted for Hong Kong residents. Non-Hong Kong residents should ensure their legality and compliance under the laws and regulations of their relevant jurisdiction.
| | 2.3 | If at any time I-Access considers that it may be required to make an disclosure in respect of the information or record related to the Account, withholding or deduction for or on account of tax imposed under, pursuant or incidental to any foreign laws and regulation that I-Access enters into or have undertaken or is accustomed to comply with as a result of the Client’s status, I-Access is entitled to and the Client hereby expressly authorizes I-Access to make the disclosure, withholding or deduction in respect of any sum payable by I-Access to the Client.
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| 3. | Transactions
| | 3.1 | The Company acts as agent of the Client and the Client acts as principal in effecting any and all Instructions given by the Client except as provided for under this Agreement or unless the Company indicates in the contract notes or otherwise that it is acting as principal.
| | 3.2 | The Client may give the Company and the Company may accept (but in its absolute discretion shall not be bound to accept) Instructions to buy and sell or otherwise deal in Securities on behalf of the Client.
| | 3.3 | For any Instruction placed or Transaction transacted, the Client shall observe and comply with the Trading Limit. If the Trading Limit is exceeded, the Company may decline such Instruction and/or shall have the right to do any act to close the open position of the Transaction in question.
| | 3.4 | The Client shall pay the brokerage fee/commission and all applicable levies, stamp duties, bank charges, transfer fees, interest, tariffs, exchange fees, taxes, communication charges, settlement charges, custodial fees, insurance fees, premiums, currency exchange costs, legal expenses and any other expenses or charges in respect of any Instructions or any Transactions or in respect of or otherwise arising from or relating to the Account. The brokerage fee/commission shall be at such rate as may be determined by the Company and notified to the Client from time to time. The Company shall be entitled to deduct from the Account any and all amounts payable by the Client as they may become due.
| | 3.5 | The Client shall pay interest on all overdue balance standing debit to the Account at such rates and on such terms as required by the Company from time to time.
| | 3.6 | If conversion of currency is required for the operation of the Account, the exchange rate(s) shall be determined by the Company in its sole discretion with reference to the prevailing rate(s) in the foreign exchange market.
| | 3.7 | The Company shall have the right to demand any initial and subsequent deposits in such currency for such Transaction(s) at its sole discretion and to debit or credit any amount in relation to such Transaction(s) in the currency in which the Account is denominated.
| | 3.8 | The Client shall authorize the Company to accept any Instruction primarily through Electronic Means, or through Non-electronic Means as permitted by the Company from time to time. However, the Company shall have the sole discretion to insist the Instruction to be given in a particular manner on a case by case basis. The Client shall also fully indemnify the Company on demand against all losses of the Company arising from the Company's reliance on such Instruction(s) or communications.
| | 3.9 | The Client shall accept facsimile or any Electronic Means (if provided by the Client) as a communication medium with the Company for data transmission and documentation. Subsequent request for paper copies of such information or documents may be subject to a handling fee as determined by the Company from time to time.
| | 3.10 | For all Transaction(s) or Instruction(s) placed, all confirmation, reply or otherwise communicated by the Company to the Client through Electronic Means or Non-electronic Means on the day of such execution or Instruction shall be deemed authorized, correct, ratified or otherwise unless the Client duly informs the Company to the contrary within a day in question.
| | 3.11 | The Company has the right to consolidate and/or disaggregate an Instruction to purchase and/or sell with other similar instruction(s) placed by other clients of the Company provided that the execution price of the Instruction would not be less favorable than that otherwise could have been achieved if the Instruction is executed individually and in the event of insufficient Securities or Futures (as the case may be) available to satisfy the consolidated purchase or sale order, the number of Securities or Futures (as the case may be) actually purchased or disposed of shall be given to each individual instruction in the order in which those orders are received by the Company.
| | 3.12 | The Client may deposit fund into or make withdrawals from the Cash Account only, or deposit fund into Futures Account through PPS.
| | | (i) | A withdrawal in a currency other than Hong Kong dollar is subject to availability of that currency.
| | | (ii) | The Company has the right to reject a withdrawal if the Cash Account does not have sufficient cleared fund and/or collateral.
| | | (iii) | If the financial institution handling a fund deposit of Client into the Cash Account imposes a fee on such deposit, the Company may charge the same fee in the Cash Account.
| | | (iv) | If a deposit of cheque is made by the Client into the Cash Account, but the cheque is not honoured by the financial institution issuing the cheque, such deposit shall be cancelled by the Company, and the Company will charge a fee for handling the dishonoured cheque and adjust the accrued interest of the Account accordingly.
| | 3.13 | The Client shall be liable for any taxes, charges, tax reporting and other responsibilities to relevant authorities of whatsoever jurisdiction to which the Client may be subject in respect of placing any Instructions and/or any activities relating to the Account. The Company has the right to dispose of any Securities, instruments or other assets held in the Account for the settlement of such liabilities at any time.
| | 3.14 | The Company has the right to direct the Instruction(s) to other brokers for execution for whatsoever reasons.
| | 3.15 | The Client shall inform the Company if Instruction placed involves short selling. The execution of any short-selling order shall be subject to the Trading Policy as may be amended from time to time. Until and unless the Client provides the Company with prior written notice to the contrary, all Instructions given by the Client for the sale of Securities shall be a “long” sale in the sense that the Client
| | | (i) | owns the Securities in question or
| | | (ii) | has a presently exercisable and unconditional right to vest the Securities in the relevant purchaser.
| | 3.16 | If the Client maintains more than one account with the Company and/or any member of the I-Access Group, the Client shall clearly specify in its Instructions the account in respect of which such Instructions are being given. In the absence of such specification or where it is unclear to the Company which account is specified, the Company may refuse to act on such Instructions or may in its absolute discretion determine which account to apply such Instructions as it deems fit.
| | 3.17 | For any Instructions placed or Transactions executed, contract notes shall be provided by the Company to the Client in accordance with the Governing Rules and shall be conclusive and deemed accepted unless the Client duly informs the Company in writing to the contrary within the time limit as provided in the contract note is issued to the Client.
| | 3.18 | The Client consents to the Company monitoring and/or recording all Instructions and/or any other communications (including collection of the Internet protocol address of the Client) between the Company and the Client or any of the Client's authorized persons placed or made through Electronic Means, Non-electronic Means or otherwise. The Client agrees to accept the contents of any such recording as conclusive and binding.
| | 3.19 | The Company may purchase and/or sell Securities on the Client's behalf by placing instructions with itself, any member of the I-Access Group or any of its or their clients, whether acting as principals, underwriters, investment managers, merchant or commercial banks, registered or licensed deposit takers, brokers, dealers or otherwise, or with any other brokers or dealers, as the Company may in its sole discretion decide. The Client consents to the Company effecting any Transactions with or through itself, any member of the I-Access Group or any of its or their clients without prior disclosure to the Client on a case by case basis provided that such dealing is at a price and on terms no less favorable than that could reasonably have been effected with or through an independent third party. Neither the Company nor any member of the I-Access Group shall be liable to account to the Client for any profit, commission or remuneration or other benefit resulting from such Transaction.
| | 3.20 | Unless otherwise determined by the Company, the Client agrees that when the Company has executed a purchase or sale Transaction on the Client's behalf, the Client will by the due settlement date make payment to the Company against delivery of or credit to the Client's Account for purchased Securities, or make good delivery of sold Securities to the Company against payment (as the case may be). If the Client fails to do so, The Company is authorized to transfer and sell any purchased Securities or to borrow or purchase any sold Securities to meet the Client's obligations hereunder and the Client shall be responsible for any loss, costs, fees and expenses in connection with the Client's failure to meet such obligations by the due settlement date.
| | 3.21 | If the Client requests the Company to apply for Securities in a new issue for listing on any exchange, the Client:
| | | (i) | authorises the Company (or any member of the I-Access Group) to make such application on the Client's behalf;
| | | (ii) | warrants that the application for Securities made on the Client's behalf is the only application made or intended to be made for the Client's benefit or any person for whose benefit the Client has requested the application to be made;
| | | (iii) | warrants that no other application is being made or is intended to be made by the Client or for the Client's benefit by any other person;
| | | (iv) | authorises the Company (or such member of the I-Access Group) to represent and warrant on the application form that no other application is being made or is intended to be made by the Client or for the Client's benefit by any other person;
| | | (v) | authorises the Company (or such member of the I-Access Group) to disclose that the application made by the Company (or such member of the I-Access Group) on the Client's behalf is the only application made or intended to be made for the Client's benefit or any person for whose benefit the Client has requested the application to be made;
| | | (vi) | acknowledges that the representations, warranties and disclosure referred to above will be relied upon by the Company (or such member of the I-Access Group) in making the application and by the issuer of the Securities in deciding whether or not to allot Securities to the Company (or such member of the I-Access Group) on the Client's behalf;
| | | (vii) | acknowledges that an application made for an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the Client's benefit; and
| | | (viii) | undertakes to indemnify the Company (in its own capacity and in its capacity as trustee for its officers, employees and agents) in full against any and all losses, damages, claims, liabilities, costs or expenses arising out of or in connection with any breach of this clause.
| | 3.22 | In relation to any over-the-counter transactions, including but not limited to trading of any new Securities before their listing on the SEHK, entered or to be entered into by the Client, the Client acknowledges and agrees that:
| | | (i) | the Company is acting as agent for the Client and does not guarantee the settlement of such over-the-counter transactions;
| | | (ii) | the Client's orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Securities subsequently fail to be listed on the SEHK;
| | | (iii) | in the event that the Client selling any Securities fails to deliver such Securities, the Company is entitled to purchase in the market the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses arising out of or in connection with such transaction; and
| | | (iv) | without prejudice to the above, the Client shall bear its own losses or expenses and shall be responsible to the Company for any losses and expenses resulting from its and/or its counterparty's settlement failures.
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| 4. | Own Judgment
| | 4.1 | The Client shall make his own independent judgment and decision with respect to each Instruction. The Company shall be under no liability whatsoever in respect of any information or suggestion given by any of its directors, officers, employees or agents irrespective of whether or not such information or suggestion is given at the Client's request.
| | 4.2 | If I-Access solicit the sale of or recommend any Financial Product to you, the Financial Product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objectives. No other provision of this agreement or any other document I-Access may ask you to sign and no statement I-Access may ask you to make derogates from this clause.
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| 5. | Compensation Fund
| | 5.1 | If the Client suffers pecuniary loss by reason of the Company's default as defined in Part XII of the Securities and Futures Ordinance, the Client may make a claim under the investor compensation fund established under the Securities and Futures Ordinance or any other Governing Rules, but subject to such monetary limits and terms provided thereunder. There can be no assurance that any of such pecuniary loss will be recouped from the investor compensation fund in full or in part or at all.
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| 6. | Rebate/Commission/Interest
| | 6.1 | The Company has the right to solicit, accept and retain for its own benefit any rebate, brokerage, commission, fee, benefit, discount and/or other advantage from any Transaction effected by the Company. The Company may also offer at its discretion any benefit or advantage to any person in connection with such Transaction.
| | 6.2 | On executing subscription/switching/redemption of Investment Funds, Client understands and agrees that I-Access will collect commission (as specified from time to time subject to change depending on individual funds) on subscription/switching/redemption directly from Client and/or Investment Fund providers.
| | 6.3 | Interest on the Account accrues on a daily basis on the balances shown on the statements of the Account at the interest rates specified by the Company from time to time published on the website of I-Access.
| | | (i) | Accrued interest is credited (for interest payable by the Company to the Client) or debited (for interest payable by the Client to the Company) to the Account at the end of each calendar month (or at such other interval as the Company may set from time to time).
| | | (ii) | Where the Account is closed during an interest period by the Client or by the Company for any reason, accrued interest is credited (for interest payable by the Company to the Client) or debited (for interest payable by the Client to the Company) to the Account on the day of closure of the Account.
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| 7. | Payment on Demand
| | 7.1 | The Client shall pay to the Company all or part of its indebtedness under the Account when due or on demand by the Company.
| | 7.2 | The Company has the right to convert debit balance of the Account in currency not denominated in Hong Kong dollars to Hong Kong dollars at the prevailing exchange rate as determined by the Company from time to time.
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| 8. | Personal Data Protection
| | 8.1 | The Client shall read, understand and accept the provisions relating to personal data protection as set out in Part V.
| | 8.2 | The Company may also disclose the personal data of the Client to any party other than those set out in Part V provided always that the Company shall have served request to the Client and receives no objection thereto from the Client.
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| 9. | Set Off
| | 9.1 | Subject to applicable rules and regulations, including without limitation, the Client Money Rules and Client Securities Rules, the Company may at any time combine or consolidate all or any accounts of whatever type maintained by the Client with the Company or any member of the I-Access Group, including the Account, or to transfer or to allow any members of the I-Access Group to transfer any funds or assets from the Account to set off any obligations or liabilities arising from any of those accounts.
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| 10. | Directorship, Employees and Accredited Persons
| | 10.1 | The Client shall promptly notify the Company if
| | | (i) | he/it is a director or employee or accredited person of an exchange participant of the SEHK or the Futures Exchange or a registered person of the SFC, or is acting as an intermediary for the Account or is otherwise associated therewith, or
| | | (ii) | he/it is associated with any employee or accredited persons of any member of the I-Access Group.
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| 11. | Disclaimer/Force Majeure
| | 11.1 | The Company shall not be liable to the Client in any way in respect of the failure of obligation of any third party.
| | 11.2 | All communications from the Company to the Client through Electronic Means, or Non-electronic Means or otherwise authorized under the Account (other than via postage) shall be deemed received by the Client at the time of the message being sent out and the Client shall be liable for any consequence arising from any failure of such transmission.
| | 11.3 | The Company shall not be liable for any loss from failure to execute the Client’s Instruction, directly or indirectly due to causes of any government orders, wars, strikes, natural disasters or any other events beyond its reasonable control.
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| 12. | Event of Default
| | 12.1 | Any of the following events shall constitute an event of default:
| | | (i) | the Client's failure to provide sufficient funds or Collateral or margin deposit (as the case may be) to the Company's satisfaction from time to time, for any Transaction or for the Account when due;
| | | (ii) | the death, insolvency or liquidation of the Client, the filing of a petition for bankruptcy or winding-up or the commencement of other analogous proceedings against the Client;
| | | (iii) | the levying of attachment against the Account;
| | | (iv) | the Client's default in the due performance or observance of any term of these Terms & Conditions;
| | | (v) | in the Company's absolute opinion, the occurrence of an adverse change in the assets or financial condition of the Client or the value of the Collateral (if applicable);
| | | (vi) | the termination of the Account or the objection of the Client to the Company's alteration of
| | | | (1) any term of the Terms & Conditions or
| | | | (2) the operation of the Account;
| | | (vii) | the Client's failure to meet any of the Obligations.
| | 12.2 | If an Event of Default occurs, the Company shall (without prejudice to the Company's any other rights against and remedies from the Client) be entitled to take any or all of the following actions:
| | | (i) | cancel all outstanding Instruction(s);
| | | (ii) | cancel all commitments made by the Company;
| | | (iii) | liquidate or cover all positions in the Account by any means;
| | | (iv) | close the Account;
| | | (v) | appropriate or apply or realize or take possession of any credit balance, assets or Collateral (as the case may be) under the Account to offset and discharge any of the Obligations; and/or
| | | (vi) | charge default interest and/or handling fee as determined by the Company from time to time.
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| 13. | Indemnity
| | 13.1 | The Client shall indemnify the Company, its officers, employees or agents on demand against any losses, costs, damages, claims, liability, expenses or demands that the Company may suffer or incur arising out of or, by reason of, the performance of the Company's obligations under the Agreement or due to any act or breach of the Client in connection with the Account, including costs reasonably incurred in collecting debts from the Client and in closing the Account.
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| 14. | Decline of Order/Termination
| | 14.1 | The Company has the absolute discretion to refuse to effect any Instruction when Event of Default occurs or the Client fails to meet any of its obligations or requirement hereunder. The Company also has the sole discretion to terminate the Account in accordance with this clause and shall not be obliged to give any reason for such termination.
| | 14.2 | The Account may be terminated by written notice given by the Company at any time and the Company shall not be obliged to give any reason for such termination. The Client may terminate the Account by written notice to the Company provided that the Account shall not be deemed terminated by the Client until the Company accepts the Client's written notice of termination. Such termination shall not prejudice the Company's rights against or remedies from the Client for any debit balance to the Account and their interest accrued and to be accrued.
| | 14.3 | To the extent permitted by law, the Company may at any time and from time to time amend any term of the Terms & Conditions by notice to the Client. If the Client does not accept such amendment, the Client shall have the right to terminate the Account in accordance with this clause.
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| 15. | Assignment
| | 15.1 | All the rights and interests of the Client under the Terms & Conditions may be assigned by the Client except with the prior written consent of the Company.
| | 15.2 | The Client undertakes not to create any charge, pledge or encumbrance over the Account or any Securities or assets in the Account except as permitted under this Agreement nor to appoint any other person to manage or deal with the Account without first obtaining the Company's consent in writing.
| | 15.3 | Subject to the Governing Rules, the Company shall be entitled, without prior consent of the Client, to assign, transfer, delegate or otherwise dispose of all or any of its rights, interests or obligations (or the performance thereof) in or under this Agreement to any person, firm or company as it thinks fit.
| | 15.4 | This Agreement shall be binding upon and ensure for the benefit of the Client and the Company and their respective successors, permitted assigns and personal representatives (as the case may be).
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| 16. | General
| | 16.1 | If any provision of the Terms & Conditions shall be held to be invalid or unenforceable by any court or regulatory body, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of the Terms & Conditions.
| | 16.2 | Words denoting singular shall include plural and vice versa.
| | 16.3 | Reference to one gender shall include all genders and words denoting a subject shall include a person, firm, sole proprietary, partnership, syndicate and corporation or vice versa.
| | 16.4 | If the Client consists of more than one party:
| | | (i) | all parties thereto shall be jointly and severally liable as the Client to the Account;
| | | (ii) | references to the Client contained hereof shall be construed, as the context requires, to any or each of them;
| | | (iii) | the Client agrees to be bound by instructions given by any one of them to the Company;
| | | (iv) | unless otherwise instructed in writing by all parties of the Client, in the event of the death of any of them, the entire interest of the deceased in the Account opened with the Company shall be vested in the survivor(s). The personal representative of the deceased shall remain so liable in respect of any Obligations incurred before or existing at the death of the deceased in respect of the Account. The surviving Client shall give the Company written notice immediately upon any of them becoming aware of any such death.
| | 16.5 | When an Account Opening Form to which the Terms & Conditions apply is signed by the Client, the terms of the Terms & Conditions shall supersede all previous agreements and arrangement (if any) made between the Company and the Client in relation to the Account.
| | 16.6 | This Agreement, including the Risk Disclosure Statements has been provided to the Client in English and/or Chinese, which is the language of the Client's choice. In the event that there is any inconsistency between the English version and the Chinese version of the Terms & Conditions, the English version shall prevail.
| |
| 17. | Power of Attorney
| | 17.1 | The Company shall have full power as the true and lawful attorney of the Client to take any action and execute any instrument to accomplish the purposes of the Account or any Instruction.
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PART III | ADDITIONAL TERMS APPLICABLE TO RESPECTIVE ACCOUNTS
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| Schedule A | Terms for Cash Account/Margin Account
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| 1. | Introduction
| | 1.1 | This schedule is supplemental to the General Terms and applies to Cash Accounts and Margin Accounts.
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| 2. | Transaction
| | 2.1 | The Client shall inform the Company if an Instruction placed involves short-selling where execution of which shall be subject to Trading Policy from time to time.
| | 2.2 | The Client shall inform the Company before it places an Instruction in Securities of a company to which it is a connected person (as defined in the Rules Governing the Listing of Securities on the SEHK).
| | 2.3 | The Client may not deal in the GEM Securities unless and until the Client has duly signed the GEM Statement.
| | 2.4 | In relation to any odd-lot transactions entered or to be entered into by the Client, the Client acknowledges and agrees that:
| | | (i) | the Client's orders may be partially executed or not executed at all;
| | | (ii) | in the event that the Client in selling any securities fails to deliver such securities, the Company is entitled to purchase in the market (at the prevailing market price) the relevant securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses arising out of or in connection with such transaction; and
| | | (iii) | in the event that the Client in buying any securities fails to deposit the necessary settlement amount, the Company is entitled to sell any and all securities or collateral held in its account and use the sale proceeds after deducting all costs in settlement of the transaction.
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| 3. | Securities and Security over Securities and Other Assets
| | 3.1 | Securities under the Cash Account which are Securities listed or traded on the SEHK, or rights in collective investment schemes recognized by the SFC, will be deposited in safe custody in a segregated account, which is designated as a trust account or client account maintained in Hong Kong by the Company or an Associated Entity of the Company with an authorised financial institution, a custodian approved by the SFC for providing custodian facilities or another intermediary licensed for dealing in securities or registered in the name of the Client or in the name of the Associated Entity.
| | 3.2 | The Company will credit any dividends or other benefits arising from the Securities received on behalf of the Client to the Cash Account after deduction of any fees and/or handling charges determined by the Company from time to time.
| | 3.3 | If I-Access has to repay or return any Securities, I-Access needs only to repay or return Securities with the same class and the same face value as the relevant Securities to the Client (unless the company related to the relevant Securities has declared any capital reorganization).
| | 3.4 | The Company has the right to hold all Securities and assets or other property in the Cash Account as a continuing security for the payment and/or discharge of the obligations of the Client arising from any Transaction. The Company has further the right to appropriate or dispose of all or part of the Securities or assets or other property held under the Cash Account for the settlement of any Obligations.
| | 3.5 | The Company or its nominee may, but is not obliged to, exercise the voting rights attached to the Securities in accordance with the Client's instructions.
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| 4. | Interest on Trust Money
| | 4.1 | The Company has the right to retain for itself any and all interest accrued on any amount in any trust account or any account established by the Company for the Cash Account unless the Client is notified by the Company to the contrary. Any interest earned will be at such rate and on such terms as may be determined by the Company from time to time.
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| 5. | Shanghai and Shenzhen Connect
| | 5.1 | No day trading is allowed for Shanghai or Shenzhen A shares.
| | 5.2 | Pre-trade checking is in place so that the Client must have the Client's A shares transferred to the Company's corresponding CCASS account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day.
| | 5.3 | All Shanghai A shares trading must be conducted on SSE, and all Shenzhen A shares trading must be conducted on SZE. No over-the-counter or manual trades are allowed for Shanghai or Shenzhen A shares.
| | 5.4 | Naked short selling is not allowed for Shanghai or Shenzhen A shares.
| | 5.5 | Foreign shareholding restriction (including the forced-sale arrangement) is in place and the Company shall have the right to force-sell the Client's shares upon receiving the forced-sale notification from SEHK.
| | 5.6 | The Client should understand fully the Mainland rules and regulations in relation to short-swing profits, disclosure obligations and follow such rules and regulations accordingly.
| | 5.7 | The Company shall have the right to cancel the Client's orders in case of contingency such as hoisting of Typhoon Signal Number 8 in Hong Kong.
| | 5.8 | The Company may not be able to send in the Client's order cancellation requests in case of contingency such as when SEHK loses all its communication lines with SSE or SZE, etc. and the Client should still bear the settlement obligations if the orders are matched and executed.
| | 5.9 | The Client must comply with the rules of SSE and SZE and other applicable laws of Mainland China relating to trading in Shanghai and Shenzhen A shares.
| | 5.10 | The Company may forward the Client's identity to SEHK which may on-forward to SSE or SZE for surveillance and investigation purposes.
| | 5.11 | If the rules of SSE or SZE are breached by the Client, or the disclosure and other obligations referred to in the listing rules or rules of SSE or SZE are breached by the Client, SSE or SZE has the power to carry out an investigation, and may, through SEHK, require the Company to provide relevant information and materials and to assist in its investigation.
| | 5.12 | SEHK may upon request of SSE or SZE, require the Company to reject orders from the Client.
| | 5.13 | The Client needs to accept the risks concerned in Shanghai and Shenzhen A-share trading, including but not limited to prohibition of trading securities listed on SSE or SZE, being liable or responsible for breaching the listing rules and rules of SSE and SZE, and other applicable laws and regulations.
| | 5.14 | SSE or SZE may request SEHK to require the Company to issue warning statements (verbally or in writing) to the Client, and not to extend Shanghai and Shenzhen A-share trading service to the Client.
| | 5.15 | HKEx, SEHK, subsidiaries of SEHK, SSE, subsidiaries of SSE, SZE, subsidiaries of SZE, and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Company, the Client or any third parties arising from or in connection with Shanghai and Shenzhen A-share trading or the CSC.
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| Schedule B | Terms for Futures Account
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| 1. | Introduction
| | 1.1 | This schedule is supplemental to the Standard Terms for Futures Accounts.
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| 2. | Transactions
| | 2.1 | In the case of any failure in delivering sufficient Futures by the Client, the Company may borrow any Futures necessary to make such delivery, and the Client shall indemnify and hold the Company harmless on demand against any losses or payment which the Company may sustain or be required to pay.
| | 2.2 | The Clearing House may do all things necessary to transfer any open positions held by the Company on behalf of the Client and any monies and assets standing to the credit of the Futures Account with the Company to another exchange participant of the Futures Exchange in the event that the rights of the Company as an exchange participant are suspended or revoked.
| | 2.3 | The Company shall on request provide the Client with the contracts specifications of the products and any prospectus or other offering document covering such products, and the Trading Policy for the Client's reference.
| | 2.4 | All monies, approved debt securities and other asset received by the Company from the Client or from any other persons (including the Clearing House) for the Futures Account will be held by the Company as trustee, segregated from its own assets. These assets so held by the Company shall not form part of its assets for insolvency or winding up purposes but shall be returned to the Client promptly upon the appointment of a provisional liquidator, liquidator or similar officer over all or any part of the business or assets of the Company.
| | 2.5 | The Company has the right to apply any monies or approved debt securities or approved securities or other asset which the Client may pay to or deposit with the Company in the manner specified in the Governing Rules and, in particular, the Company may apply such monies or approved debt securities or approved securities or other asset in or towards meeting the obligation of the Company to any party insofar as such obligation arise in connection with or incidental to futures/options business transacted on the behalf of the Client.
| | 2.6 | For the account maintained at the Clearing House by the Company on behalf of the Client, the Company is treated as the principal in relationship with the Clearing House and accordingly the account will not be impressed with any trust or other equitable interest in favor of the Client, any monies, approved debt securities, approved securities and other asset paid to or deposited with the Clearing House via the Company is thereby freed from trust.
| | 2.7 | The Company is bound by the rules of the Futures Exchange which permit the Futures Exchange to take steps to limit the positions or require the closing out of contracts on behalf of the Client who in the opinion of the Futures Exchange are accumulation positions which are or may be capable of adversely affecting the fair and orderly operation of any market or markets as the case may be.
| | 2.8 | The Futures Exchange and the SFC may request the Company to disclose the name, beneficial identity and such other information concerning the Client and the Client shall, upon the request of the Company for the compliance thereof, provide the requested information to the Company.
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| 3. | Margin
| | 3.1 | The Client shall maintain sufficient margin deposit at the Futures Account as required by the Company at its sole discretion from time to time.
| | 3.2 | The Company has the right to require more margin or variation adjustment or interest rate cash adjustment than that required by the Futures Exchange and/or any relevant governing body. Pursuant to the Governing Rules, the Company may be required to report to the Futures Exchange and the SFC all related open positions thereof if any margin call or demand request is not duly met by the Client.
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| 4. | General
| | 4.1 | Any provision under the Terms & Conditions and the Trading Policy will not operate to remove, exclude or restrict any rights of the Client or obligations of the Company under the Hong Kong law.
| | 4.2 | The Company has the right to retain for itself all interests accrued on any amount in any trust account or any account established by the Company for the Futures Account unless the Client is notified by the Company to the contrary at such rate and on such terms as determined by the Company from time to time.
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| Schedule C | Terms for Margin Account Only
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| 1. | Introduction
| | 1.1 | This schedule is supplemental to the Standard Terms for Margin Accounts.
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| 2. | Authorization to I-Access
| | 2.1 | The Client authorizes I-Access to do the following acts and things relating to the Margin Account on the Client's behalf and at the sole discretion of I-Access:
| | | (i) | to deposit into or transfer payment to and from the Margin Account whether to settle any outstanding payments to effect any set-off or for other purpose as I-Access shall think fit;
| | | (ii) | to draw on the Margin Account for any of its credit balance, including Collateral, for the settlement of any Obligations;
| | | (iii) | to ask for and receive from any member of the I-Access Group all information relating to the status of any account maintained with that member company.
| | 2.2 | I-Access shall have the right to do the following acts and things relating to the Margin Account at its sole discretion on the Client's behalf which, subject to the applicable law from time to time, shall be valid for a period of 12 months from the date of the signing of the Account Form:
| | | (i) | to withdraw or take possession of the Collateral and to pledge, charge, dispose of and realize all or part of the Collateral;
| | | (ii) | to deposit any of its Collateral with an authorized financial institution or an intermediary licensed for dealing in securities as collateral for financial advancement provided to I-Access;
| | | (iii) | to transfer or lend any Collateral to any member of the I-Access Group on such terms and conditions as I-Access may deem appropriate;
| | | which right shall remain in full force and effect until the Client submit a written notice for not less than five Business Day(s) to I-Access for its withdrawal thereof provided that such notice shall not be effective if there are any outstanding debt in the Margin Account. If the right of I-Access hereunder is revoked or is not renewed by the Client, I-Access shall have the sole discretion to charge a higher margin interest rate to the Margin Account or cease to provide Securities Margin Financing to the Client.
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| 3. | Collateral
| | 3.1 | The Client shall pay I-Access and/or to deposit at all times sufficient Collateral as required by I-Access from time to time for the procurement of the Margin Facility. The Client shall be granted a credit limit and/or a margin loan at such percentage as may be agreed from time to time of the market value of the collateral maintained with the Company.
| | 3.2 | The Collateral must be free from all encumbrances other than that constituted under the Margin Account and that the Client is lawfully entitled to create security over them in favor of I-Access.
| | 3.3 | The Client may not, except with I-Access's express written consent, create any form of encumbrance or security on or over any of the Collateral other than that constituted under the Margin Account.
| | 3.4 | Collateral under the Margin Account will be registered in the name of or deposited with I-Access, I-Access's nominees, I-Access's banker or any other institution providing custodian facilities or Securities Margin Financing.
| | 3.5 | I-Access will credit any dividends or other benefits arising from the Collateral received on behalf of the Client to the Margin Account as Collateral.
| | 3.6 | I-Access or its nominee may exercise at its sole discretion the voting rights attached to the Collateral and all powers given to trustees by sections 11(4) and (5) of the Trustee Ordinance of Hong Kong.
| | 3.7 | Upon any release by I-Access to the Client of any part of the Collateral, it shall be sufficient if I-Access releases to the Client the same class and relevant nominal amount of the Collateral (subject to any capital reorganization of the company to which the Collateral relates).
| | 3.8 | I-Access has the right to hold all Collateral in the Margin Account as a continuing security for the payment and/or discharge of the obligations of the Client arising from any Transaction. I-Access has further right to dispose of all or part of Collateral or asset held under the Margin Account for the settlement of any of the Obligations.
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| 4. | Enforcement of Collateral
| | 4.1 | I-Access has the right without prior notice or consent from the Client, to dispose of or otherwise deal with any part of the Collateral, and/or buy-in any securities in short positions at its absolute discretion when any amount in the Margin Account has become due and payable. In the event of any deficiency after the sale of the above Collateral and/or the buyback of short positions, the Client shall make good and pay on demand to I-Access such deficiency.
| | 4.1A | Margin call notice:
| | | (i) | When the margin level in margin account fall below the level specified from time to time by the Company, the Company has the right to issue a margin call notice to the Client of the account.
| | | (ii) | When the margin call notice is received, the Client must increase the account equity to the required margin level by the time limit stipulated in the notice. Otherwise, I-Access has the right to sell the Collaterals of the Client.
| | 4.2 | The proceeds of such enforcement shall be applied in the following order:
| | | (i) | in payment of all costs, charges, legal and other fees and expenses including stamp duty, commission and brokerage properly incurred in transferring or perfecting title of any part of the Collateral;
| | | (ii) | in payment of the interest for the time being accruing due;
| | | (iii) | towards the payment of the amount so due (other than the interest) under the Margin Account;
| | | (iv) | towards the payment of all or part of the amount due by the Client to any member(s) of the I-Access Group; and
| | | (v) | the residue, if any, shall be paid to the Client or its order.
| | 4.3 | I-Access may resort to other means of obtaining payment or securing performance as it thinks fit without affecting the security created herein.
| | 4.4 | I-Access has the right to dispense with protest, notice of protest and notice of dishonor of any instruments associated with the Client's liabilities to I-Access or the Collateral, whether upon inception, maturity, acceleration of maturity or otherwise, and any other notice and demand whatsoever, whether or not relating to such instruments.
| | 4.5 | Any forbearance or failure or delay by I-Access in exercising any right in this clause shall not be deemed to be a waiver of such right and any single or partial exercise of any right hereunder shall not preclude the future exercise thereof.
| | 4.6 | The Client shall pay or reimburse I-Access immediately upon demand all costs, charges and expenses incurred by I-Access in connection with the enforcement of or the preservation of any of the rights of I-Access under the Margin Account including but not limited to the legal fees and collection expenses incurred by I-Access on a full indemnity basis.
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| 5. | Interest
| | 5.1 | I-Access may charge interest in the manner as prescribed in Clause 6.3 of the Standard Terms on the debit balances in the Margin Account as shown on statements thereof. Unless otherwise specified by the Company, no interest accrues on the credit balances in the Margin Account.
| | 5.2 | I-Access will notify the Client of any changes or amendments in respect of the arrangement of charge of interest set out in this clause. The arrangement set out shall be deemed to be accepted by the Client and shall be binding upon the Client until written objection is received from the Client.
| | 5.3 | I-Access has the right to retain for itself all interests accrued on any amount in any trust account or any account established by I-Access for the Margin Account unless the Client is notified by I-Access to the contrary at such rate and terms as determined by I-Access from time to time.
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| Schedule D | Terms for Real-time Quotes Service
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| 1. | Introduction
| | 1.1 | This schedule is supplemental to the Terms for Real-time Quotes Service.
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| 2. | Service Fees
| | 2.1 | The Client shall pay subscription fee in advance to subscribe the Real-time Quotes service (“the Service”). The subscription fee will be deducted from the Account.
| | 2.2 | The Real-time Quotes will take effect upon the Client's payment on the service. The minimum subscription period shall be one month.
| | 2.3 | If the Account has been cancelled during the subscription period, the Service shall be terminated, effective immediately.
| | 2.4 | The Service subscriber is entitled to get rid of the Service at any time. However, the advance fee will not be refunded.
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| 3. | Acceptance of the Terms and Conditions
| | 3.1 | The Service subscriber acknowledges that the Terms and Conditions shall take effect upon the Client by accessing the Service or applying the Service. Without prior notice to the Subscriber, HKEx and I-Access reserve the absolute right at all time to modify, change or add new clauses to the Terms and Conditions. If the Subscriber does not accept to be binded by this Schedule's Terms and Conditions, Real-time Quotes Service cannot be provided to the Subscriber.
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| 4. | Subscriber's Responsibilities
| | 4.1 | The Service subscriber shall not assign or disclose the Logon ID or/and Password to third parties for accessing the Service. The Service subscriber shall be deemed to have sole and full responsibility for any access to and use the Service via the Logon ID and Password.
| | 4.2 | The content of Service is for use solely by the Service subscriber, and the content may not be copied, manipulated, republished or redistributed to third parties in any form by or/and any means without the prior written consent of I-Access.
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| 5. | Rights
| | 5.1 | Without prior notice or consent of the Subscriber, HKEx and I-Access reserve the right at all time to modify, suspend temporarily or permanently the Service (or any parts of the Service). I-Access reserves the right to amend the fees or amend any of the Terms and Conditions.
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| 6. | Disclaimer
| | 6.1 | HKEx and I-Access endeavor to ensure the accuracy and reliability of the information provided, but do not guarantee its accuracy and reliability and accept no liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions. HKEx and I-Access endeavor to ensure the timeliness of the information, but do not guarantee its timeliness.
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| Schedule E | Terms for Margin Call and Force Closure of Futures and Options
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| 1. | Introduction
| | 1.1 | This schedule is supplemental to the Terms for Margin Call and Force Closure of Futures and Options.
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| 2. | Margin Call
| | 2.1 | When the equity value of any futures/option account falls below the maintenance margin (80% of initial margin), I-Access has the right to issue a Margin Call Notice to the client of the account.
| | 2.2 | When the Margin Call Notice is received, the client must increase the account equity to the initial margin level of the open position by the time limit stipulated in the notice. Otherwise, I-Access has the right to force close the open position of the client.
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| 3. | Force Closure
| | 3.1 | When the equity value of any futures/option account falls below 60% of the initial margin, regardless of issuance of any Margin Call Notice, I-Access has the right to force close the open position of the client. If a Margin Call Notice has been sent beforehand, force closure will be executed until the account equity value is increased to the initial margin level of the open position, or all contracts in the account are closed.
| | 3.2 | If a Margin Call Notice has been issued on the previous trading day, when the equity value of any futures/option account falls below 70% of the initial margin in the morning trading session, or falls below the initial margin in the afternoon trading session, I-Access has the right to force close the open position of the client. Force closure will be executed until the account equity value is increased to the initial margin level of the open position, or all contracts in the account are closed.
| | 3.3 | If a Margin Call Notice has been issued in regular day trade session, I-Access has the right to force close the open position of the client when the equity value of any futures/option account falls below a percentage specified from time to time of the initial margin in the after hours futures trading session. Force closure will be executed until the account equity value is increased to the initial margin level of the open position, or all contracts are closed during after hours futures trading session.
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PART IV | RESPECTIVE RISK DISCLOSURE STATEMENTS
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| Schedule A | Risk Disclosure Statement for Securities for Cash Account/Margin Account
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| 1. | The prices of Securities fluctuate, sometimes dramatically. The price of a security may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling securities.
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| 2. | The securities under the Pilot Program are aimed at sophisticated investors. The Client should consult I-Access and become familiarized with the Pilot Program before trading in the Securities under the Pilot Program. The Client should be aware that the Securities under the Pilot Program are not regulated as a primary or secondary listing on the main board of the SEHK or the GEM.
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| 3. | Risk of trading on I-Access OTP
The Client should only undertake trading on I-Access OTP if the Client understands the nature of such trading and such trading facilities and the extent of exposure to risks. Besides, the lower liquidity in trading on I-Access OTP may result in wider than normal spreads for a particular type of securities as compared to regular market hours of the Exchange. The prices of securities traded on I-Access OTP may differ from the traded prices transacted during the regular market hours. The prices displayed on I-Access OTP may not reflect the prices in other concurrently operating automated trading systems dealing in the same securities. The Client should therefore carefully consider whether such trading is appropriate for the Client in the light of his/her experience, risk profile and other relevant circumstances and seek independent professional advice if he/she is in doubt.
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| 4. | Risk of trading on I-Access over-the-counter ("OTC") trading facilities
| | 4.1 | The Client should only undertake trading on the OTC trading facilities provided by the Company if Clients understand the nature of such trading and such trading facilities and the extent of their exposure to risks. By trading on OTC trading facilities, Clients are exposed to the credit, settlement and other risks of the counterparty to the relevant OTC transactions, including (but not limited to) transactions of Securities before their listing on the SEHK. Settlement of the relevant transactions is not guaranteed and Clients will be responsible for any losses or expenses resulting from them and/or their counterparty's settlement failures.
| | 4.2 | Trades executed on OTC trading facilities may be cancelled and void if that particular Securities subsequently fails to list on the SEHK. Furthermore, their orders may only be partially executed, or not at all, as a result of the lower liquidity in trading on OTC trading facilities as compared to regular market hours of the SEHK. There may also be greater volatility in trading on OTC trading facilities than in regular market hours of the SEHK. The lower liquidity and higher volatility in trading on OTC trading facilities may then result in wider than normal spreads for a particular type of Securities.
| | 4.3 | The prices of Securities traded on OTC trading facilities may differ significantly from their opening or traded prices transacted during the regular market hours upon the listing of the Securities on the SEHK. The prices displayed on OTC trading facilities may not reflect the prices in other concurrently operating automated trading systems dealing in the same Securities. News announcements made by the issuers may affect the price of their Securities after regular market hours. Similarly, important financial information is often announced outside regular market hours. In trading on OTC trading facilities, these announcements may occur during trading and may cause an exaggerated and unsustainable effect on the price of a particular type of Securities.
| | 4.4 | In particular, OTC market is not regulated by the SEHK and will not be covered by the Investor Compensation Fund until the relevant transaction is properly recorded on the trading system of the SEHK upon the listing of the Securities on the SEHK.
| | 4.5 | Clients should carefully consider whether such trading is appropriate for them in the light of their experience, risk profile and other relevant circumstances and seek independent professional advice if Clients are in doubt.
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| Schedule AA | Risk Disclosure Statement for Derivatives Products for Cash Account/Margin Account
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| 1. | Derivatives products include but not limit to derivatives warrants, callable bull/bear contracts ("CBBCs"), and those exchange-traded funds that invest in derivatives instruments designed to replicate the performance of an index, a stock or a commodity. In light of the risks, the Client should undertake such transactions only if you understand the nature of the product agreement (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in derivatives products is not suitable for everyone. The Client should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.
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| 2. | In the event that a derivatives product issuer becomes insolvent and defaults on their listed securities, investors will be considered as unsecured creditors and will have no preferential claims to any assets held by the issuer. Investors should therefore pay close attention to the financial strength and creditworthiness of derivatives product issuers.
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| 3. | Uncollateralized derivatives products are not asset backed. In the event of issuer bankruptcy, investors can lose their entire investment. Investors should read the listing document to determine if a product is uncollateralized.
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| 4. | Derivatives products such as derivatives warrants and CBBCs are leveraged and can change in value rapidly according to the gearing ratios relative to the underlying assets. Investors should be aware that the value of a derivatives product may fall to zero resulting in a total loss of the initial investment.
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| 5. | Derivatives products have expiry dates after which their values may become worthless. Investors should be aware of the expiry time horizon and choose a product with an appropriate lifespan for their trading strategy.
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| 6. | The price of a derivatives product may not match its theoretical price due to external influences such as market supply and demand factors. As a result, actual traded prices can be higher or lower than the theoretical price.
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| 7. | Investors trading derivatives products with underlying assets not denominated in Hong Kong dollars are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the derivatives product price.
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| 8. | The SEHK requires all derivatives product issuers to appoint a liquidity provider for each individual issue. The role of liquidity providers is to provide two way quotes to facilitate trading of their products. In the event that a liquidity provider defaults or ceases to fulfill its role, investors may not be able to buy or sell the product until a new liquidity provider has been assigned.
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| 9. | All things being equal, the value of a derivatives warrant will decay over time as it approaches its expiry date. Derivatives warrants should therefore not be viewed as long term investments.
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| 10. | Prices of derivatives warrants can increase or decrease in line with the implied volatility of underlying asset price. Investors should be aware of the underlying asset volatility.
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| 11. | Investors trading CBBCs should be aware of their intraday "knockout" or mandatory call feature. A CBBC will cease trading when the underlying asset value equals the mandatory call price/level as stated in the listing document. Investors will only be entitled to the residual value, which may be nil, of the terminated CBBC as calculated by the product issuer in accordance with the listing document.
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| 12. | The issue price of a CBBC includes funding costs. Funding costs are gradually reduced over time as the CBBC moves towards expiry. The longer the duration of the CBBC, the higher the total funding costs. In the event that a CBBC is called, investors will lose all the funding costs for the entire lifespan of the CBBC. The formula for calculating the funding costs are stated in the listing document.
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| Schedule B | Risk Disclosure Statement for GEM Securities for Cash Account/Margin Account
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| 1. | GEM securities involve a high investment risk. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. GEM Securities may be very volatile and illiquid.
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| 2. | The Client should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
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| 3. | Current information on GEM Securities may only be found on the Internet website operated by the SEHK. Companies listed on GEM are usually not required to issue paid announcements in gazetted newspapers.
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| 4. | The Client should seek independent professional advice if it is uncertain of or has not understood any aspect of this risk disclosure statement or the nature and risks involved in trading of GEM Securities.
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| Schedule C | Risk Disclosure Statement and Disclaimer for Futures Account
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Subject to the provision of Securities and Futures Ordinance and any other applicable laws, rules and regulations, the Company may take the opposite position to the order of the Client in relation to any futures contract and/or options contract, whether on its own account or on behalf of its other clients, provided that such trade is executed competitively on or through the facilities of the Futures Exchange or any other relevant exchanges in accordance with any applicable rules and regulations.
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Risk disclosure Statement for Futures and Options
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| 1. | Risk of Trading Futures and Options
| | 1.1 | The risk of loss in trading futures contracts or options is substantial. In some circumstances, the Client may sustain losses in excess of its initial margin funds. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily avoid loss. Market conditions may make it impossible to execute such orders. The Client may be called upon at short notice to deposit additional margin funds. If the required funds are not provided within the prescribed time, the Client's position may be liquidated. The Client will remain liable for any resulting deficit in its account. The Client should therefore study and understand futures contracts and options before the Client trades and carefully considers whether such trading is suitable in the light of its own financial position and investment objectives. If the Client trades options it should inform itself of exercise and expiration procedures and its right and obligations upon exercise or expiry.
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| 2. | Terms and conditions of futures and option contracts
| | 2.1 | The Client should ask the Company with which the Client deal about the terms and conditions of the specific futures or options which the Client is trading and associated obligations (e.g. the circumstances under which the Client may become obliged to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise
price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.
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| 3. | Suspension or restriction of trading and pricing relationships
| | 3.1 | Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or "circuit breakers") may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If the Client has sold options, this may increase the risk of loss. Further, normal pricing relationships between the underlying interest and the futures, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge fair value.
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| 4. | Deposited cash and property
| | 4.1 | The Client should familiarise itself with the protections given to money or other property the Client deposits for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which the Client may recover the Client's money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as the Client's will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.
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| 5. | Commission and other charges
| | 5.1 | Before the Client begins to trade, the Client should obtain a clear explanation of all commission, fees and other charges for which the Client will be liable. These charges will affect the Client's net profit (if any) or increase the Client's loss.
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| 6. | Transactions in other jurisdictions
| | 6.1 | Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose the Client to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before the Client trades, the Client should enquire about any rules relevant to the Client's particular transactions. The Client's local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where the Client's transactions have been effected. The Client should ask the Company for details about the types of redress available in both the Client's home jurisdiction and other relevant jurisdictions before the Client start to trade.
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| 7. | Currency risks
| | 7.1 | The profit or loss in transactions in foreign currency denominated contracts (whether they are traded in the Client's own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.
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| 8. | Trading facilities
| | 8.1 | Electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. The Client's ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or participant firms. Such limits may vary: the Client should ask the Company for details in this respect.
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| 9. | Electronic trading
| | 9.1 | Trading on an electronic trading system may differ from trading on other electronic trading systems. If the Client undertakes transactions on an electronic trading system, the Client will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that the Client's order is either not executed according to the Client's instructions or is not executed at all.
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| 10. | Off-exchange transactions
| | 10.1 | In some jurisdictions, and only then in restricted
circumstances, firms are permitted to effect off-exchange transactions. The Company may be acting as the Client's counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before the Client undertakes such transactions, the Client should familiarise itself with applicable rules and attendant risks.
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Futures
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| 11. | Effect of Leverage or Gearing
| | 11.1 | Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are leveraged or geared. A relatively small market movement will have a proportionately large impact on the funds you have deposited or will have to deposit: this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain your position. If the market moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position may be liquidated at a loss and you will be liable for any resulting deficit.
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| 12. | Risk-reducing orders or strategies
| | 12.1 | The placing of certain orders (e.g. “stop-loss” orders, or “stop limit” orders) which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as “spread” and “straddle” positions may be as risky as taking simple “long” or “short” positions.
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Options
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| 13. | Variable Degree of Risk
| | 13.1 | Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.
| | 13.2 | The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a futures contract, the purchaser will acquire a futures position with associated liabilities for margin (see the section on Futures above). If the purchased options expire worthless, you will suffer a total loss of your investment of which will consist of the option premium plus transaction costs. If you are contemplating purchasing deep-out-of -the-money options, you should be aware that the chance of such options becoming profitable ordinarily is remote.
| | 13.3 | Selling (‘writing' or ‘granting') an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavorably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a futures contract, the seller will acquire a position in a futures contract with associated liabilities for margin (see the section on Futures above). If the option is ‘covered' by the seller holding a corresponding position in the underlying interest or a futures contract or another option, the risk may be reduced. If the option is not covered, the risk of loss can be unlimited.
| | 13.4 | Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.
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Disclaimer
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| 14. | Stock Index Futures and Options
| | HSI Services Limited (“HSI”) currently publishes, compiles and computes a number of stock indices and may publish, compile and compute such additional stock indices at the request of Hang Seng Data Services Limited (“HSDS”) from time to time (collectively “Hang Seng Indices”). The marks, names and processes of compilation and computation of the respective Hang Seng Indices are the exclusive property of and proprietary to HSDS. HSI has granted to the Futures Exchange by way of licence the use of the Hang Seng Index and four sub-indices of the Hang Seng Index, the Hang Seng China-Affiliated Corporations Index and the Hang Seng China Enterprises Index solely for the purposes of and in connection with the creation, marketing and trading of options contracts and futures contracts based on such indices respectively and may from time to time grant to the Futures Exchange corresponding use of any other Hang Seng Indices for the purposes of and in connection with options contracts and futures contracts based on such other Hang Seng Indices (collectively “Contracts”). The process and basis of compilation and computation of any of the Hang Seng Indices and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI without notice and Futures Exchange may at any time require that trading in and settlement of such of the Contracts as the Futures Exchange may designate be conducted by reference to an alternative index or alternative indices to be calculated. Neither the Futures Exchange nor HSDS nor HSI warrants or represents or guarantees to any member of the Futures Exchange or any third party the accuracy or completeness of the Hang Seng Indices or any of them and the compilation and computation thereof or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relation to the Hang Seng Indices or any of them is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Futures Exchange, HSDS or HSI in respect of the use of the Hang Seng Indices or any of them for the purposes of and in connection with the Contracts or any of them and/or dealings therein, or for any inaccuracies, omissions, mistakes, errors, delays, interruptions, suspension, changes or failures (including but not limited to those resulting from negligence) of HSI in the compilation and computation of the Hang Seng Indices or any of them or for any economic or other losses which may be directly or indirectly sustained as a result thereof by member of the Futures Exchange or any third party dealing with the Contracts of any of them. No claims, actions or legal proceedings may be brought by any member of the Futures Exchange of any third party against the Futures Exchange and/or HSDS and/or HSI in connection with or arising out of matters referred to in this disclaimer. Any member of the Futures Exchange or any third party deals in the Contracts of any of them in full knowledge of this disclaimer and can place no reliance whatsoever on the Futures Exchange, HSDS and/or HSI.
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| 15. | Futures Exchange Disclaimer
| | Stock indices and other proprietary products upon which contracts traded on the Futures Exchange may from time to time be developed by the Futures Exchange. The process of compilation and computation of each of the HK Exchange Indices is and will be the exclusive property of and proprietary to the Futures Exchange. The process and basis of compilation and computation of the HK Exchange Indices may at any time be changed or altered by the Futures Exchange without notice and the Futures Exchange may at any time require that trading in and settlement of such futures or options contracts based on any of the HK Exchange Indices as the Futures Exchange may designate be conducted by reference to an alternative index to be calculated. The Futures Exchange does not warrant or represent or guarantee to any Exchange Participant or any third party the accuracy or completeness of any of the HK Exchange Indices or their compilation and computation or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to any of the HK Exchange Indices is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Futures Exchange in respect of the use of any of the HK Exchange Indices or for any inaccuracies, omissions, mistakes, errors, delays, interruption, suspensions, changes or failures (including but not limited to those resulting from negligence) of the Futures Exchange or any other person or persons appointed by the Futures Exchange to compile and compute any of the HK Exchange Indices in the compilation and computation of any of the HK Exchange Indices or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Exchange Participant or any third party dealing with futures and options contracts based on any of the HK Exchange Indices. No claims, actions or legal proceedings may be brought by any Exchange Participant or any third party against the Futures Exchange in connection with or arising out of matters referred to in this disclaimer. Any Exchange participant or any third party engages in transactions in futures and options contracts based on any of the HK Exchange Indices in full knowledge of this disclaimer and can place no reliance on the Futures Exchange in respect of such transactions.
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| Schedule D | Risk Disclosure Statement for Margin Account Only
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| 1. | The risk of loss in financing a transaction by deposit of Collateral is significant. The Client may sustain losses in excess of its cash and any other assets deposited as Collateral with the Company. 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 its account and interest charged on its account. The Client should therefore carefully consider whether such a financing arrangement is suitable in light of its own financial position and investment objectives.
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| 2. | There is risk if the Client provides the Company 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.
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| 3. | If the Client's securities or securities collateral are received or held by the Company in Hong Kong, the above arrangement is allowed only if the Client consents in writing. Moreover, unless the Client is a professional investor, the Client's authority must specify the period for which it is current and be limited to not more than 12 months. If the Client is a professional investor, these restrictions do not apply.
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| 4. | Additionally, the Client's authority may be deemed to be renewed (i.e. without the Client's written consent) if the Company issues the Client a reminder at least 14 days prior to the expiry of the authority, and the Client does not object to such deemed renewal before the expiry date of the Client's then existing authority.
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| 5. | The Client is not required by any law to sign these authorities. But an authority may be required by the Company, for example, to facilitate margin lending to the Client or to allow the Client's securities or securities collateral to be lent to or deposited as collateral with third parties. The Company should explain to the Client the purposes for which one of these authorities is to be used.
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| 6. | 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 the Company 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.
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| 7. | 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, does not sign the above authorities and ask to open this type of cash account.
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| Schedule E | Risk Disclosure Statement for Client Assets Received or Held Outside Hong Kong
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Client assets received or held by the Company outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the Securities and Futures Ordinance (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.
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| Schedule F | Risk Disclosure Statement for Trading Investment Funds
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| 1. | Certain Investment Funds are structured products involving derivatives. Client should not invest in any Investment Fund unless the intermediary who sells such Investment Fund to Client has assessed for him that such Investment Fund is suitable for him having regard to his financial situation, investment experience and investment objectives. If in doubt, Client should obtain independent professional advice.
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| 2. | There is no assurance that an Investment Fund will achieve its investment objective(s). The value of Investment Funds may go up as well as down and the Investment Funds may become valueless. Therefore, Client may not receive any return from his investment in Investment Funds. Past performance information presented is not indicative of future performance.
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| 3. | Before making investment decision, Client should carefully read the offering documents of the relevant Investment Fund including, in particular, the sections about risks and ensure he fully understands the nature and all the risks associated with an investment in the relevant Investment Fund and is willing to assume such risks. Client should carefully consider whether the relevant Investment Fund is suitable for him in light of his own relevant circumstances.
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| 4. | Certain Investment Funds may use derivative instruments to meet their investment objectives, which may lead to higher volatility to their net asset values or expose the Investment Funds to losses greater than the costs of the derivatives.
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| 5. | Returns are denominated in the currency of the relevant Investment Fund. Changes in currency exchange rates may erode investment gains or widen investment losses.
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| 6. | Certain Investment Funds may invest in emerging markets. Exposure to these markets may entail more volatility than investments in more established markets. Client should read the relevant offering documents, in particular, any risks factors relating to investment in emerging markets.
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| 7. | Certain Investment Funds may invest in equities. Prices of equities fluctuate daily and can be influenced by many factors, such as political and economic news, corporate earnings reports, etc. An Investment Fund that invests in equity derivatives on international equity indices will be exposed to substantially larger fluctuations in its net asset value than in the case of a direct investment in international equities.
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| 8. | Prior to investing in any Investment Fund, Client should carefully consider (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange control requirements which it might encounter under the laws of the countries of its incorporation, citizenship, residence or domicile which might be relevant to the purchase, sale, subscription, holding, conversion or disposal of the shares or units in Investment Funds.
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| 9. | Capital guaranteed/capital preserved Investment Funds are capital guaranteed/preserved only upon redemption at maturity. Therefore, redemptions before the relevant maturity date may take place at prices that are different or substantially different from the capital guaranteed/preserved value.
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| 10. | Information and contents relating to each Investment Fund are compiled and issued by or on behalf of the relevant Investment Fund and / or its manager. Certain such information and contents are exempted from pre-vetting, and therefore have not been reviewed, by the SFC.
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| Schedule G | Risk Disclosure Statement for Bond Account
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Investing in bonds involves significant risks. Client should take your own independent review and seek independent professional advice, if necessary, on whether an investment in bonds is suitable for you in light of your risk appetite, financial situation, investment experience, investment objectives and investment horizon. For the nature and risk disclosures of individual investment products, Client should read carefully the relevant offering documents and/or term sheets for details. Client should not invest in bonds unless you fully understand and are willing to assume the risks associated with them. If you are in any doubt about the risks involved in bonds, Client should seek advice from your independent financial adviser.
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| 1. | Investment risk
| | The prices of bonds may go up and down and may be volatile. The bonds may even become worthless. Buying and selling bonds may not necessarily result in any profit, and may sometimes result in loss.
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| 2. | Credit risk of bond issuer and/or guarantor
| | The return on bonds is linked to the credit of the issuer and/or the guarantor, as applicable. The credit ratings assigned by credit rating agencies do not guarantee the creditworthiness of the issuer and/or the guarantor, as applicable. In the event of default of the Issuer or the guarantor, it is possible that you may lose all your investment, including the principal.
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| 3. | Distinguished from savings or time deposits
| | 3.1 | The bonds are an investment product and are not equivalent to a time deposit, and are unsecured and are not guaranteed (if there is no guarantor).
| | 3.2 | The bonds are not protected deposits under the Deposit Protection Scheme in Hong Kong.
| | 3.3 | The bonds are not principal-protected.
| | 3.4 | The investment in bonds involve risks not associated with regular bank deposits and should not be regarded as a substitute for regular savings or time deposit.
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| 4. | Uncovered by the Investor Compensation Fund
| | The bonds are not covered by the Investor Compensation Fund.
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| 5. | Interest rate risk
| | Changes in interest rates may have a significant impact on the market price of the bonds before maturity. Client may incur a loss from the decrease in market price of the bonds due to interest rate change if you sell the bonds before the maturity date.
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| 6. | Currency risk
| | 6.1 | For bonds denominated in foreign currency, if such currency depreciates against the home currency during holding period, and if calculated and settled in home currency, exchange rate fluctuations may have an adverse impact on, and the potential loss may offset (or even exceed) the investment return.
| | 6.2 | If the bonds are denominated in foreign currency that is not freely convertible, Client that intend to conduct conversion of such currency into other currency may not be able to do so fully or immediately.
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| 7. | Tenor risk
| | The bonds have a specified investment period. The longer the investment period of the bonds, the more likely changes in interest rates, exchange rates, market environments and the issuer’s financial and operating conditions may affect the bond value during the investment period. Client’s actual return (if any) may be substantially lower than expected and you may even suffer losses.
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| 8. | Liquidity risk
| | The bonds are designed to be held to maturity and there may be no active secondary market quotations for the bonds. If Client try to sell your bonds before maturity, it may be difficult or impossible to find a buyer, or the sale price may be much lower than the amount you had invested. Client may suffer a loss if you sell your bonds before maturity.
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| 9. | Emerging market risk
| | Investing in emerging markets involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such emerging markets may lack social, political or economic stability. Exposure to these markets may entail more volatility than investments in more established markets.
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| 10. | Other risks
| | There may be other risks associated with the investment of each particular bond which are not mentioned in this agreement. Client should refer to each individual term sheet for details.
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PART V | NOTES RELATING TO THE PERSONAL DATA (PRIVACY) ORDINANCE OF HONG KONG
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| 1. | The Client may have or may in future be requested to supply personal information to the Company relating to the Client, and in the carrying out of Transactions, further information shall or may be collected by the Company (all such information is referred to as “data” in this Part).
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| 2. | Request for data on the Account Form or otherwise shall oblige the Client to complete the same, and any failure so do may result in the Company being unable to open or continue the Account, or unable to effect Instructions.
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| 3. | The Company may provide data received from the Client to the following persons without the Client's consent:
| | (i) | any nominee in whose name Securities of other asset may be registered;
| | (ii) | any contractor, agent or service provider which provides administrative, data processing, financial, computer, telecommunications, payment or securities clearing, financial, professional or other services to any member of the I-Access Group or any other person to whom data is passed;
| | (iii) | any person with whom the Company enters into or proposes to enter into transaction on the Client's behalf, or persons representing the same;
| | (iv) | any assignee, transferee, participant, sub-participant, delegate, successor or person to whom the Account is transferred;
| | (v) | government, regulatory or other bodies or institutions, whether as required by law, regulations applicable to any member of the I-Access Group, or otherwise.
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| 4. | The purposes for which the data provided by the Client from time to time may be used are:
| | (i) | giving effect to the Instructions, and carrying out the Client's other instructions;
| | (ii) | providing services in connection with the Account, whether the services are provided by or through, any member of the I-Access Group or any other person;
| | (iii) | conduction credit inquiries or checks on the Client and ascertaining the Client's identity, financial situation and investment objectives, and enabling or assisting any other person so to do;
| | (iv) | collection of amounts due, enforcement of security, charge or other rights and interests in favour of any member of the I-Access Group;
| | (v) | forming part of the records of the persons or members of the I-Access Group to whom the data may be passed;
| | (vi) | observing any legal, regulatory or other requirements to which any member of the I-Access Group or any other persons may be subject; and
| | (vii) | other purposes relating or incidental to any one or more of the above.
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| 5. | The Client may request a copy of such data or the correction of the data. Any such request may be addressed to the personal data officer of the Company at its business office from time to time. The Company may charge the Client a fee for any such request.
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| 6. | When the Company intends to use a Client’s data in direct marketing, the Company requires the Client’s consent for that purpose. If Client provides consent, by the way includes but not limited to written or electronic means, the name, contact details, products and other service portfolio information, transaction pattern and behaviour and financial background of a Client held by the Company from time to time may be used by the Company in direct marketing; the following classes of services, products and subjects may be marketed:
| | (i) | financial, investment, investment education, securities transaction related services and products;
| | (ii) | privileges or co-branding programmes and related services and products;
| | (iii) | services and products offered by the Company's co-branding partners; and
| | (iv) | donations and contributions for charitable and/or non-profit making purposes.
| | Direct marketing of the above services, products and subjects may be provided by or (in the case of donations and contributions) solicited by the Company and/or:
| | (i) | I-Access Group;
| | (ii) | third party financial institutions, educational institution, securities and investment services providers;
| | (iii) | third party reward, privileges or co-branding programme providers;
| | (iv) | co-branding partners of the Company; and
| | (v) | charitable or non-profit making organizations.
| | If Client does not wish the Company to use or provide to other persons his data for use in direct marketing as described above, the Client may exercise his opt-out right by notifying the Company.
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