TERMS AND CONDITIONS

DISCLAIMER

KGI Asia Limited (¡§KGI Asia¡¨), The Stock Exchange of Hong Kong Limited, HKEX Information Services Limited and/or their respective holding companies, subsidiaries, related companies, service providers and/or other relevant parties endeavor to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and do not accept any liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions.

Shanghai Stock Exchange, Shenzhen Stock Exchange and their respective subsidiaries endeavour to ensure the accuracy and reliability of the information provided but do not guarantee its accuracy or reliability and accept no liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions.

(If there is any inconsistency between the Chinese and the English versions, the English version shall prevail.)

TERMS AND CONDITIONS FOR PRE-LISTING TRADING

  1. DEFINITIONS AND INTERPRETATION
     
    1.1

    In these Terms and Conditions, the following words shall have the following meanings:

    ¡§Electronic Services¡¨ means any facilities and/or services provided by KGI Asia which enable you to give instructions by electronic means and/or gain access to and/or use from time to time account opening facilities, trading facilities, information relating to the account(s) held with us and transaction(s) under the account(s), market data and information services and/or other services provided by KGI Asia by electronic means, including but not limited to internet and/or other electronic trading and information facilities and/or services provided via KGI Asia¡¦s Website(s), KGI Asia¡¦s App(s), WebTrade and WebTrade ¡V Professional Version;

    ¡§Client Agreement¡¨ means the client agreement of KGI Asia containing terms and conditions for the provision of KGI Asia¡¦s securities trading and information facilities and/or services and related facilities and/or services (as the same may be amended or supplemented from time to time), a copy of which is published on KGI Asia¡¦s Website(s);

    ¡§KGI Asia¡¦s App(s)¡¨ means mobile application(s) provided by KGI Asia (as updated from time to time) for downloading to any mobile device or equipment running an operating system supported by KGI Asia from time to time;

    ¡§KGI Asia¡¦s Website(s)¡¨ means the internet website at www.kgi.com.hk operated and/or maintained by or on behalf of KGI Asia and/or other website(s) as may be designated by KGI Asia from time to time (including any successor or replacement thereof);

    ¡§SEHK¡¨ means The Stock Exchange of Hong Kong Limited and its successors and assigns;

    ¡§we¡¨, ¡§us¡¨ and ¡§KGI Asia¡¨ means KGI Asia Limited whose registered office is situate at 41/F, Central Plaza, 18 Harbour Road, Wanchai and who is licensed to conduct Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities under the Securities and Futures Ordinance (CE No BKJ214) and its successors and assigns. And "our" and "ours" shall be construed accordingly; and

    ¡§you¡¨ means the person who uses the Electronic Services and, where the context permits, includes each of your personal representatives and lawful successors, and ¡§your¡¨ and ¡§yours¡¨ shall be construed accordingly.
     
    1.2

    (a) The Client Agreement is incorporated in these Terms and Conditions by reference and any reference to ¡§Client¡¨ in the Client Agreement shall mean the account holder of the account held with us under which the Pre-Listing Transaction(s) are entered or to be entered into. Our provision of the Electronic Services, your use of the Electronic Services and the transactions and dealings conducted by you using the Electronic Services are governed by these Terms and Conditions.

    (b) These Terms and Conditions shall prevail over the terms and conditions in the Client Agreement which are incorporated herein by reference to the extent there is any inconsistency between them concerning the Electronic Services.
     
    1.3

    Unless otherwise specified herein, terms and expressions used in these Terms and Conditions shall have the same respective meanings as defined in the Client Agreement.
     
    1.4

    In these Terms and Conditions, words importing the singular include the plural and vice versa and words importing a gender include every gender. Unless otherwise stated, reference to Clauses means the clauses of these Terms and Conditions. Headings in this these Terms and Conditions are for ease of reference only and shall not affect the interpretation of these Terms and Conditions.
     
  2. PRE-LISTING TRANSACTIONS
     
    2.1

    In relation to any transaction in Securities to be listed on the SEHK (¡§New Securities¡¨) that is entered or to be entered into by you (¡§Pre-Listing Transaction¡¨) before the New Securities¡¦ listing on the SEHK (¡§Pre-Listing¡¨), you hereby acknowledge and agree that:

    (a) we act as your agent in transmitting your buy or sell orders to the executing broker for execution in the Pre-Listing trading market and in arranging settlement of the Pre-Listing Transaction on your behalf. We do not take any responsibilities for any act, omission, failure or default on the part of the executing broker, including but not limited to any electronic communication relating to your Pre-Listing Transaction conducted by the executing broker, nor guarantee the settlement of such Pre-Listing Transaction;

    (b) your orders may be partially executed or not executed at all and you agree to accept full responsibility for the Pre-Listing Transaction so executed. The Pre-Listing Transaction executed will be cancelled and void if the relevant New Securities subsequently fails to list on the SEHK;

    (c) in the event that you in selling any New Securities fails to deliver such New Securities, we are entitled to purchase in the market and/or from any other counterparty (at the prevailing market price) the relevant New Securities required for delivery in respect of such sale effected for you in order to complete the settlement of the relevant transaction. You shall bear all losses arising out of or in connection with such transaction;

    (d) in the event that (i) you buy New Securities from a seller and such seller fails to deliver the relevant New Securities and (ii) the purchase of the relevant New Securities cannot be effected or we in our absolute discretion determine not to purchase the relevant New Securities pursuant to Clause 2.1(c), you will not be entitled to obtain the relevant New Securities at the matched price and shall only be entitled to receive the money paid for the purchase of the relevant New Securities after deduction of all the amounts owed or payable by you to us and all the transaction costs;

    (e) in the event that you in buying any New Securities fail to deposit the necessary settlement amount, we are entitled to sell any and all New Securities held in your account(s) with us and use the sale proceeds to pay and set off all the amounts owed or payable by you to us and all the transaction costs. However, if you are the seller under such transaction and such transaction cannot be settled, you shall only be entitled to the relevant New Securities but not the sale proceeds of the relevant New Securities; and

    (f) without prejudice to the above, you shall bear your own losses or expenses and shall be responsible to us for any losses and expenses resulting from your and/or your counterparty¡¦s settlement failures.
     
    2.2

    You hereby acknowledge that Pre-Listing trading involves risks, including but not limited to:

    (a) by trading through the Pre-Listing trading services provided by us, you are exposed to the credit, settlement and other risks of the counterparty to the relevant Pre-Listing Transactions. Settlement of the relevant transactions is not guaranteed and you will be responsible for any losses or expenses resulting from your and/or your counterparty¡¦s settlement failures;

    (b) trades executed through the Pre-Listing trading services provided by us may be cancelled and void if the particular New Securities subsequently fail to list on the SEHK. Furthermore, your order may only be partially executed, or not at all, as a result of the lower liquidity in trading on the Pre-Listing trading market through the Pre-Listing trading services provided by us as compared to regular market hours of the SEHK. There may also be greater volatility in trading through the Pre-Listing trading services provided by us than in regular market hours of the SEHK. The lower liquidity and higher volatility in trading through the Pre-Listing trading services provided by us may then result in wider than normal spreads for a particular type of New Securities;

    (c) the prices of New Securities traded through the Pre-Listing trading services provided by us may differ significantly from their opening or traded prices transacted during the regular market hours upon the listing of the New Securities on the SEHK. The prices quoted by us for the Pre-Listing trading services may not reflect the prices in other concurrently operating automated trading systems or over-the-counter markets dealing in the same securities. News announcements made by the issuers may affect the price of their New Securities after regular market hours. Similarly, important financial information is often announced outside regular market hours. In trading through the Pre-Listing trading services by us, these announcements may occur during trading and may cause an exaggerated and unsustainable effect on the price of a particular type of New Securities.

    (d) in particular, the Pre-Listing trading market is not regulated by the SEHK and will not be covered by the Investor Compensation Fund established under the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) until the relevant transaction is properly recorded on the trading system on the SEHK upon the listing of the New Securities on the SEHK.

    You hereby further acknowledge that you should therefore carefully consider whether such Pre-Listing trading is appropriate for yourself in the light of your experience, risk profile and other relevant circumstances and that you should seek independent professional advice if you are in doubt.
     
  3. MARKET DATA FOR PRE-LISTING TRADING
     
    3.1

    In relation to the market data provided by KGI Asia to you (as subscriber) via the KGI Asia¡¦s Website(s) and/or KGI Asia¡¦s App(s), whether such market data are owned by KGI Asia or sourced from third-party information providers, including but not limited to market prices, trading volumes and other information in connection with the Pre-Listing trading (together, the ¡§Market Data¡¨), you agree with and warrant and undertake to KGI Asia as follows:

    (a) you must not redistribute or disseminate the Market Data to any person or any entity in any manner whatsoever;

    (b) you must not misrepresent the Market Data or deface or remove any trademarks transmitted with the Market Data;

    (c) you must not use or permit the use of the Market Data for any illegal purpose;

    (d) you must not use the Market Data or any portion thereof in the creation, distribution, settlement or maintenance of any derivative work;

    (e) you acknowledge that all the proprietary rights and intellectual property rights in respect of the Market Data are vested in KGI Asia or the information providers (as the case may be), and you agree not to infringe or affect such rights in any way, whether directly or indirectly;

    (f) you agree that in addition to any other remedy, we are entitled to immediately suspend or terminate distribution of the Market Data to you if we have reason to suspect non-compliance with any of the above agreements, warranties or undertakings on your part in relation to the Market Data or if we are required by the information vendors to do so for any reason;

    (g) you acknowledge and agree that to the maximum extent permitted by law, neither KGI Asia, nor the information vendors nor any of their respective officers, directors, members, employees, agents, consultants or licensors shall have any liability to you arising from the use of the Market Data;

    (h) you shall comply with all applicable laws and regulations in relation to the use of the Market Data; and

    (i) you shall ensure that your authorized user(s) using the Electronic Services shall comply with these Terms and Conditions.
     
  4. ENGLISH VERSION PREVAILS
     
    4.1

    In the event of any discrepancy between the Chinese version and the English version of these Terms and Conditions, the English version shall prevail.
     

Terms and Conditions of Service ¡V U.S. Fractional Share trading and entitlements

KGI Asia Limited (¡§KGI Asia¡¨) enables its clients to purchase, sell or otherwise deal in and hold fractions (rather than whole shares) of certain U.S. stocks and U.S. exchange traded funds (ETFs) which are traded or listed on stock exchanges or markets in the United States of America (¡§U.S. Fractional Shares¡¨).

Irrespective of whether a client conducts any transactions in U.S. Fractional Shares through KGI Asia or not, the terms and conditions below are applicable to any dealing in or entitlements to any U.S. Fractional Shares under the account held by the client with KGI Asia.

  1. Capacity ¡V In connection with any transactions in U.S. Fractional Shares, KGI Asia will generally act as an agent on behalf of its clients and pass the clients¡¦ orders to execution brokers for execution. Orders for whole shares will continue to be handled by KGI Asia in an agency capacity. The clients¡¦ U.S. Fractional Shares will generally be segregated in KGI Asia¡¦s books and records in the same manner and to the same extent as whole shares held by such clients.
  2. Transfer of U.S. Fractional Shares ¡V While clients maintain complete day-to-day control of any U.S. Fractional Shares in their accounts, U.S. Fractional Shares are not transferable to another broker or custodian. If a client wants to transfer the holdings in an account to another brokerage firm or custodian, the U.S. Fractional Shares cannot be transferred and will need to be liquidated before transfer, which may have tax consequences and will result in commission charges and then, the client may transfer the remaining whole share quantities.
  3. Available Order Types ¡V KGI Asia will only accept limit orders and such other order types as KGI Asia may approve from time to time for trading U.S. Fractional Shares. In the event that a client chooses to place an order with a fractional share component that is not supported by KGI Asia, the fractional share component may not be executed at all on the market.
  4. Voting Rights ¡V Clients will not have voting rights in respect of any U.S. Fractional Shares held in their accounts and will not be able to make voluntary elections on any corporate actions (including, without limitation, any tender offers or rights offerings) with respect to any U.S. Fractional Shares, and KGI Asia cannot provide clients with any shareholder documentation for any holdings of less than one share.
  5. Corporate Actions ¡V Clients will receive payments of cash dividends and participate normally in any stock splits, mergers or other mandatory corporate actions. In respect of share dividends and other distributions in the form of shares accruing from any securities held in the clients¡¦ accounts, such shares will be handled in the following manner:

    (a) If as a result of any dividends or other distributions, a client is entitled to any U.S. Fractional Shares, the client authorizes KGI Asia to hold, retain, sell or otherwise deal with such U.S. Fractional Shares for KGI Asia¡¦s own account and benefit and retain any benefits, profits and proceeds resulting from such sale or dealing in its sole discretion without accounting to the client for the same, subject to the applicable laws, rules and regulations.

    Without prejudice to the aforesaid, to the extent that it is in the opinion of KGI Asia practicable to sell such U.S. Fractional Shares on any U.S. stock exchanges or markets, KGI Asia may (but is not obliged to) credit the client¡¦s account with an amount of money representing the value of such U.S. Fractional Shares which is determined in KGI Asia¡¦s sole discretion. In this connection, the client agrees not to make any demands or claims (if any) against KGI Asia if, for any reason, KGI Asia does not so credit the client¡¦s account. Furthermore, the client agrees to waive and give up all rights, entitlements and benefits in respect of such U.S. Fractional Shares.

    (b) Where KGI Asia receives any whole shares of U.S. stocks or U.S. ETFs by way of dividends or other distributions, KGI Asia will credit such whole shares of U.S. stocks or U.S. ETFs to the client¡¦s account.

    (c) For the avoidance of any doubts, where KGI Asia receives any dividends or other distributions comprising a whole-share component together with a fractional share component of U.S. stocks or U.S. ETFs, the whole shares will be credited to the client¡¦s account and the fractional share component will be handled in manner as set out in paragraph 5(a) above.
  6. Five-Decimal Place Recording ¡V KGI Asia generally records the quantities of the U.S. Fractional Shares traded or otherwise held in a client account down to five decimal places.

(If there is any inconsistency between the Chinese and the English versions, the English version shall prevail.)