Ogier Hong Kong
Terms and Conditions of Business - Legal Services

1

Introduction

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It includes collectively Ogier
Legal Limited Partnership, Ogier Global
Holding Company Limited, separate legal or
limited liability partnerships (each using thename 'Ogier') and any of their subsidiaries,
associates and undertakings (including any
successor to any of them) wherever each andany of them may be situate. A full list of
jurisdictions in which Ogier operates and themain trading entities included within Ogier isavailable at www.ogier.com.

1.2

1.3

References in these Terms and Conditions andany accompanying engagement letter to we,
our, us and the firm mean the Ogier legal
partnership in Hong Kong. Whilst it is part ofOgier, this partnership alone is fully andexclusively responsible for providing legal
services to you under this engagement.
Any advice that we provide is for your benefit
alone for the purpose of this engagement.
Unless we expressly agree otherwise, theadvice is not to be used or relied upon by third
parties. We accept no responsibility for any
consequences arising from reliance upon our
advice by any person other than you.

1.4

We reserve the right to vary these Terms andConditions from time to time, including during
the course of the provision of legal services,
without your prior consent. These Terms andConditions and any future variations will be
published on www.ogier.com by way of public
notice to all current and prospective clients.
On the basis of such publication you shall bedeemed to have agreed to these Terms andConditions and all such variations.

2Your Authorised Representative

2.1

In our provision of legal services you authorise
us to deal with any designated representative
notified to us in writing (including by email) or
by telephone from time to time.
Thatnotification may come from you or otherprofessional advisers or agents or other third
parties providing services for you in relation tothis engagement.

3

Due Diligence3.1

We are required to complete due diligence
checks on all new and existing clients. Thesechecks will include gathering information anddocuments to identify and verify eachindividual or entity for whom we act and, if
applicable, each principal or beneficial ownerof that entity. We may conduct electronic
identity verification searches.

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3.2

Either the lawyer or fee earner responsible foryour engagement or a member of the legal
compliance team will contact you to agree
what information and documents are required
to satisfy our due diligence checks, including
the form of those documents.

3.3

We may immediately stop acting for you if,
within a reasonable period, you fail to produce
or delay in producing any information or
documents (in a form acceptable to us) werequire for our due diligence checks. If we soterminate our engagement, that termination will
be without any liability on our part and without
prejudice to our ability to claim our fees,
disbursements and charges incurred prior tothat termination.

3.4

We are not permitted to provide final advice toenable a transaction to complete until our due
diligence checks have been finalised. Any
advice that we give to you prior to thecompletion of the due diligence checks will betaken to be preliminary advice on which you
cannot place any reliance and for which we
accept no liability.

4

Fees

4.1

Unless agreed otherwise, our fees are basedon time spent by our lawyers and other fee
earners. However we are entitled to take into
account, when assessing rates and bills
generally, other factors including theimportance, urgency, novelty and complexity ofthe matter, the values involved, the number
and length of any documents involved, any
special skills required and the firm's
experience, expertise and precedents. We arealways willing to discuss with you a fair andreasonable method to determine our fees inany specific case.

4.2

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved. Our billing rates arereviewed from time to time and may be
adjusted as we consider necessary. The rates
applied will be those in force at the time thework is undertaken. It is not our practice tonotify you of changes to billing rates but we will
provide up to date information upon request.

4.3

By instructing us, you authorise us to incur andcharge for disbursements such as thoserelating to registry fees, court fees, courier
services, government fees, travel expenses
and other third party charges. In addition, asundry expenses charge of up to 4% of fees
may be included in each invoice to cover
general expenses which it is not practical tocharge on a provision basis such as thoserelating to telephone calls, printing andregulatory compliance which are not included
within standard or fixed fees billed.

outstanding invoices. We will always informyou when this is being done. Should you
inform us in writing of a bona fide dispute inrelation to our fees, disbursements or charges,
we will place such funds on a suspense
account pending resolution of any suchdispute.

4.4

Where significant or unusual third party
payments are required we may forward any
related invoices to you for direct payment.

4.5

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate
will be incurred, these are only estimates andthe actual fees, disbursements and charges
ultimately invoiced may vary from thoseestimates. We will endeavour to inform you assoon as possible if it appears that any estimate
is likely to be exceeded or if there are
significant changes to the variables on which
the estimate was based. You may request an
update on fees at any time during the course of
our engagement.

5.4

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a bank.
In the event of such bank being unable to meetits obligations to its creditors for any reason(including but not limited to any form ofinsolvency), we shall not be liable to any
person for any costs, claims or expenses or
any losses (whether consequential orotherwise), damages or liabilities howsoever
arising and your liability for payment of ourfees, disbursements and charges shall remain
unaffected.

4.6

If another member of Ogier records time in acurrency other than that in which the invoice isbeing produced, the fees of that other Ogier
member will be converted to the same
currency as that in which the invoice is being
issued using the relevant Financial Times rate
as we may use from time to time.

5.5

Paragraph 5.4 shall not apply in respect ofundertakings we provide to any of our clientsor to third parties as part of the legal services
which we provide (unless otherwise expressly
stated in the terms of the undertaking).

6

Payment

Our mandatory due diligence procedures may
result in a charge depending on the extent of
the due diligence required. In the event that
we are requested to provide copies of due
diligence records to third parties, we may
charge a fee depending on the extent of thedue diligence required and will action only
subsequent to receipt of a signed mandate ofrelease by you.

6.1

Invoices are usually rendered monthly inarrears and generally include all fees,
disbursements and charges incurred up to thedate of the invoice. Interim invoices may be
issued. Unless otherwise agreed with us,
payment is due immediately.

6.2

If payment is not made within 30 days, we may
charge interest at a monthly rate of 2%.

4.8

We will add to your invoice any value added
tax, goods and services tax or other similar tax
that may be chargeable on all or any part ofthe services which we provide as part of ourengagement or any disbursements or charges
in relation to those services.

6.3

4.9

In the event that you are required to withholdor make any deductions in respect of any tax
or similar levy, you will pay to us such
additional amount as will ensure we receive
the same total amount that would have been
received if there were no such withholding or
deduction.

Without prejudice to our right to claim interest,
if payment is not made when due (or if werequest payment on account of fees, if
payment is not made when requested), wemay stop acting for you and retain documents
and papers belonging to you, together with ourown records, pending payment in full of allamounts due to us.

6.4

Where we are instructed by more than one
client, responsibility for our fees will be joint
and several unless agreed otherwise with us.

6.5

You remain personally responsible for paymentof our fees where it is intended that our fees
will be met from any source other than yourown funds. You are liable when payment isdue, whether or not monies are available fromany such other intended source. Without
limitation, and for the avoidance of doubt, thisincludeswhere
you
instructusasrepresentative for another party, as trustee oras liquidator, receiver or administrator of acompany and our fees, disbursements andcharges are intended to be met out of the otherparty's assets, or trust or company assets, as
the case may be.

4.7

5

Payments on Account and Client Account
Funds

5.1

We reserve the right to request a payment on
account of fees, disbursements and/or
charges.

5.2

All clients' money accepted by the firm will beheld in an account separate from the firm's
money. It will be held on trust. We pay
interest on clients' money in certain
circumstances. If you would like further detailsof this, please do not hesitate to ask us.

5.3

Where we are holding money for you, on
account or otherwise, we may use this money
towards payment or part-payment of any of our

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7

Confidentiality, Intellectual Property andData Protection

7.1

References in these Terms and Conditions to
Client Information means all the details wehold about you and the matters upon which weare instructed by you, whether those details aresupplied by you or come from third parties.

7.2

Subject to clauses 7.5 and 7.6, we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

7.3

Where such Client Information consists ofpersonal data about you and/or your officers,
employees, shareholders, beneficial owners,
associates, agents and, where applicable,family members you acknowledge that we mayprocess such personal data in accordance withany data protection legislation applicable to us
and our privacy policy which is available here.
Both parties will comply with applicable dataprotection legislation.

7.4

7.5

Any information related to the business,customers, finances, partners, employees or
consultants, of any Ogier entity which is
identified as or can reasonably be considered
as confidential shall be considered Ogier
Confidential Information. Subject to clause
7.5, you shall not at any time disclose to any
person (other than your directors, officers,
employees, consultants and agents on a needto know basis and provided they are subject tosimilar standards of confidentiality) Ogier
Confidential Information.

insurers, debt collectors and providersof computing facilities.
7.7

theprovision
andcontinuous
improvement of the services;
generalclientandmattermanagement, undertaking internal
conflict of interest checks, anti-money
laundering and financing of terrorism
checks, analysing Ogier's performanceand generating internal financial andmarketing reports;
assessing legal and financial risks andcollecting debts;
ensuring that our client care is of thehighest quality;
marketing Ogier's services to you in
the future, which may involve
contacting you or, where applicable,
individuals within your organisation
using the contact details that you haveprovided to us.
7.8

From time to time we may wish to refer to you
as a client of Ogier in publications or othermarketing material. We may also wish to referto matters on which we have acted for you
where we reasonably consider that suchmatters are in the public domain or areotherwise not of a confidential nature. Unless
you advise us otherwise in writing (either
generally or in relation to any particular matter),we will take it that you consent to this.

7.9

If we have suspicions of money laundering
based on information obtained by us
professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed bylawyers to their client, and we shall not be liable
for any losses suffered by you or a third party
as a result of a delay in providing our services
or our refusal to provide information regarding
such delay.

7.10

Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:

Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information, as the case may be, unless:(a) such disclosure is permitted by these Terms
and Conditions;(b) the other party has consented to suchdisclosure;(c) such information is already in the publicdomain (otherwise than as a result of
unauthorised or improper conduct of therecipient);(d) we are required by any law, regulation, rule,
code or order of any court, tribunal or judicial
equivalent or pursuant to any direction, requestor requirement (whether or not having the forceof law) of any governmental, regulatory or
supervisory body; or(e) disclosure is authorised pursuant to clause
2.1.

7.6

We may disclose Client Information for
legitimate business purposes to any of thefollowing, which may be in another country:
other members of Ogier;service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,

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The legitimate business purposes for which we
may use and disclose Client Information
include but are not limited to:that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; andin some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

7.11

You must ensure that any Client Information
provided to us has been provided legitimately
and that there is a legitimate basis under any
applicable data protection legislation forproviding such data to us.

data. It uses algorithms andtechniques such as deep learning andmachine learning to generate datathat is similar to or a variant of the
input data; and7.12

We are the primary data controller in relation tothis engagement.

7.13

You acknowledge that Ogier holds all
Intellectual Property Rights in our, or any othermember of Ogier's, as relevant, working
papers, correspondence, files and records(other than statutory corporate records) and all
information and data held by us or anothermember of Ogier relating to carrying out ourservices and our duties and, except to theextent required by law and regulation, you shallnot have any right of access thereto or control
thereover.

7.14

All Intellectual Property Rights in original
materials that we generate for our clients vest
on creation in us. You are entitled to use thosematerials for the purposes for which they wereobtained and for all reasonably associatedpurposes.
Subject to the provisions ofapplicable professional rules, you are notentitled to receive or review our internalcorrespondence relating to your mattersirrespective of whether our fees on thosematters included the production of that
correspondence.

Intellectual Property Rights means
patents, rights to and in inventions,trade-marks, trade names, domainnames, service marks, service
names, copyright and related rights,
source code, topography rights, rights
to extract information from databases,
database rights, rights in designs,
design rights, rights in get-up and lookand feel, goodwill and the right to sue
for passing off or unfair competition,
moral rights, confidential information
including know how and trade secrets,
and rights of confidence, and all rights
or forms of protection of a similar
nature or having equivalent or similareffect to any of them which may
subsist anywhere in the world,whether or not any of them areregistered and including applications
for registration of any of them.

7.15

In connection with the receipt of our Services
you may provide us with Client Content inwhich you own or have a licence to use theIntellectual Property Rights. Subject to clauses
7.2 and 7.5, you acknowledge and agree that
we may use the Client Content for the purposeof providing or in connection with our provisionof the services and you grant us a licence/ sublicence, as appropriate, for these purposes.

7.16

Subject to clauses 7.2 and 7.5, you
acknowledge and agree that we may use
Generative AI in connection with the provisionand continuous improvement of our services
and that all Intellectual Property Rights in the
outputs of Generative AI used for such
purposes vest in Ogier to the extent permitted
by law.

7.17

Nothing in this clause 7 grants or purports togrant Intellectual Property Rights in the Client
Content to us or any other member of Ogier.
We will not hold ourselves out as having
Intellectual Property Rights in the Client
Content.

7.18

For the purposes of this clause 7:
Client Content means any document,
information and data provided to us
by you or on your behalf, and which
may include Client Information;
Generative AI (GenAI) means a typeof artificial intelligence that can create
new content, such as text or images,
by learning patterns from existing

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8

Limitation of Liability

8.1

If you, or a party whom you represent or who
otherwise may claim through you, suffer orincur any loss or damage (of whatsoever kindand howsoever arising) arising out of, or inconnection, with our services (whether caused,or contributed to, by any act, omission orstatement or by any delay in acting or arising in
any other way in connection with our services),you and any such party may only haverecourse to the assets of the firm in respect ofthat loss or damage. For the purpose of thisclause the assets of the firm include all rights
or claims (including any indemnity) of the firmor the partners or any other employee or
consultant of the firm pursuant to any
professional indemnity or similar insurance
held or maintained by Ogier.

8.2

Apart from the firm's assets, you and any suchother party will have no recourse to thepersonal assets of any partner, employee or
consultant,theirrespective
personal
representatives or any related person. You
agree not to bring a claim against any of ouremployees or consultants personally. This
paragraph shall not exclude or limit the liabilityof the firm for the acts or omissions of its
employees performed under the firm's
supervision or within the scope of theemployee's contract of employment with the
firm.

8.3

Our aggregate liability in contract and in tort(including negligence) or under statute orotherwise, for any loss, liability or damage
suffered by you or any other person that may
arise from or in connection with our services
shall be limited to US$7,500,000. This isagreed as a reasonable limitation on ourliability.
8.4

If you have agreed to limit the liability of a coadviser, you also agree that our liability ofwhatsoever nature and howsoever arising islimited in the following way: our liability
excludes any amount which we would havebeen entitled to recover from that co-adviser incontribution proceedings had you not agreed to
the limitation with that co-adviser.

9

Termination

9.1

You may terminate our engagement at any
time by notice in writing.

9.2

In addition to the grounds for termination underparagraphs 3.3 and 6.3, we may also stop
acting for you in any of the following
circumstances: (i) we believe that your actions
may potentially breach any laws, regulations,rules or codes; (ii) we consider there has beena breakdown in confidence and trust betweenus; or (iii) in any other circumstances where, in
our opinion, it is not appropriate or possible for
us to continue acting.

9.3

If for any reason we cease to act for you before
the conclusion of the matter, you will be
responsible for our fees, disbursements andcharges incurred up to the date of terminationand for any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

10

General

10.1

As a matter of policy we will not accept ageneral retainer to act for you and we reserve
the right not to accept instructions in respect ofany matter, or to decline to continue to act
further on the grounds of conflict of interest orotherwise (as to which our determination shallbe final). It is a condition of our engagementthat you agree that we may represent, now andin the future, existing or new clients in any
matters that are not substantially related to ourwork for you.

10.2

We are prohibited by professional rules
governing the conduct of lawyers from acting in
any matter where there would be a conflict ofinterest or significant risk of a conflict ofinterest. Without your prior consent, we cannot
and will not represent any client adverse to you
in a specific legal matter if we have obtained
confidential information from you that ismaterial to that matter. However, in instancesin which we have no such material confidential
information, you agree that we can represent
other clients in legal matters, even thosepotentially or actually adverse to you or any ofyour affiliates, without your further consent. In
order to minimise the likelihood of a conflictarising, you must notify us as soon as possible
as you become aware of a potential conflict, or
situation that may give rise to a conflict.

10.3

We will retain documents relating to thisengagement in accordance with our current

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record retention policy. All documentation(including original documentation) that we holdor are requested to hold for you in safekeeping
will be held by us at your risk and we accept no
responsibility or liability whatsoever orhowsoever arising in relation to the storage ordestruction or loss of any such documentation.
We recommend that you retain a copy of all
such documents for your own reference.
10.4

In order to communicate with you efficiently,
we may communicate with you by unencryptede-mail, unless you expressly instruct otherwise,
either generally, or for highly confidential
messages. Internet communications, however,cannot be guaranteed to be secure or errorfree as they may be intercepted, corrupted,
lost, arrive late or contain viruses. We do not
accept liability for any interceptions, errors oromissions in the context of a message sent byinternet transmission.

10.5

Our advice is applicable to British Virgin
Islands, Cayman Islands, Guernsey or Jerseylaw (as applicable) in force at the time we
provide our services and we are notresponsible for advising on changes in the law
after we have delivered our advice. We are
not responsible for compliance with any laws
or regulations of any jurisdiction other than the
British Virgin Islands, Cayman Islands,
Guernsey or Jersey (as applicable).

10.6

You agree that you will provide us with all
information and documentation that may
reasonably be required for us to advise you in
relation to our engagement (and do not rely
upon us having any documentation or
information that you may have provided to us
in relation to any prior engagement). You
further agree to ensure that such informationand documentation is and remains true,
accurate and complete in all material respects
and is not misleading. We will not seek toindependently verify the truth, accuracy orcompletenessof
information
anddocumentation you supply to us save where
we specifically agree in writing to do so.

10.7

We rely on the strict understanding that, if
appropriate, you have obtained, or will obtain,
proper professional advice as to the laws of
every relevant jurisdiction other than the British
Virgin Islands, Cayman Islands, Guernsey orJersey (as applicable). At no time is the advice
given by us to be regarded or construed as
evaluating or recommending a commercial
decision or a given course of action. The
determination and the consequences of any
course of action are matters entirely to be
determined by you.
We do not provide
investment advice and unless otherwise
agreed by us in writing we do not provide tax
advice.

10.8

We will not be liable for any failure or delay inproviding any services as a result of
circumstances beyond our control including,without
limitation,fire,earthquake, wars and riots.

flood,

storm,

11

Governing Law and Jurisdiction

11.1

The terms of this engagement are governed by
the laws of Hong Kong. Subject to clause 12
both parties submit to the non-exclusive
jurisdiction of the courts of Hong Kong inrespect of any dispute arising out of or inconnection with the terms of this engagement.

12

Arbitration and Waiver of Legal Proceedings

12.1

Any claim, dispute and controversy arising outof or in connection with our engagement(including, without limitation, any question
regarding this engagement’s existence, validity
or termination or any claims of professional
negligence) may, at Ogier’s sole option, be
referred to and finally resolved by arbitration
under the LCIA Rules (London Court ofInternational Arbitration Rules), which Rules
are deemed to be incorporated by reference
into this clause. Judgment on the award(s)rendered by the arbitrator may be entered inany court having jurisdiction thereof.

12.2

The number of arbitrators shall be one.

12.3

The seat, or legal place, of arbitration shall be
Hong Kong.

12.4

The language to be used in the arbitralproceedings shall be English.

12.5

If a court action has been initiated by you at
the time that Ogier chooses to submit thematter to arbitration, then it is agreed that suchcourt action is to be discontinued, unless thearbitrator finds that Ogier has waived suchright by substantially participating in the court
action without having raised its right under thisclause.

September 2024

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