CLSA ASIA-PACIFIC
SECURITIES DEALING SERVICES ANNEX
1.

Definitions and Interpretation

1.1

In this Securities Dealing Services Annex capitalised terms have the meaning
given to them in the “CLSA Asia-Pacific Terms of Business” (the “Terms ofBusiness”). In addition, “Regulators” means any legal, regulatory or
governmental authority having jurisdiction in any Market in respect oftransactions in Securities conducted in such Market.

1.2This Securities Dealing Services Annex is referred to herein as “this Annex”.

1.3

References in this Annex to “we”, “us” and “our” mean, unless the context
otherwise requires, CLSA and where the context requires will also include
any company in the CLSA Group, or persons connected with the CLSA Group,
which are licensed brokers incorporated and carrying on business exclusively
outside the United Kingdom and the United States of America.

2.

Effect of Terms of Business; Amendment

2.1

This Annex shall apply to you if (a) you requested in your Application Formthat we provide you with Securities Dealing Services in any Market(s); or (b)we currently provide you with Securities Dealing Services in any Market(s).

2.2

The terms and conditions set out in this Annex shall apply to all Securities
Dealing Services provided by us to you in addition to, and supplemental to,
the terms and conditions set out in the Terms of Business and in any
applicable Market Annex(es). Accordingly, the terms and conditions in thisAnnex are legally binding and take effect when you signify your acceptanceby placing an order for Securities with us following your receipt of our Termsof Business, this Annex and any relevant Market Annex(es).

3.

Appointment; Services; Additional Services

3.1

We may at our sole discretion, at your request (whether in the Application
Form or otherwise), open or have opened, as the case may be, an Accountor Accounts for the purposes of providing you with Securities Dealing
Services.

3.2

In addition to Securities Dealing Services, we may also provide you with otherservices in connection with Securities, the terms of which will be notified toyou in writing from time to time and where necessary we may require you
to agree to such terms in writing. Any such additional terms will form part ofand be supplemental to the Terms of Business, including this Annex.

3.3

Without limiting the generality of Clause 3.2, at your request (whether in the
Application Form or otherwise), we may provide or currently provide you, as
the case may be, with the following additional Services in connection with
Securities:

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4.

(a)

Direct Market Access Services in connection with Securities Dealing
Services in any Market(s) for which such service is provided by us
and, in which case, the additional terms set out in the Direct Market
Access Services Annex shall apply; and(b)

Custody Services to you in connection with Securities and, in whichcase, the additional terms set out in the Custody Services Annex shallapply (if you are a “U.S. institutional investor” or a “major U.S.
institutional investor” as those terms are defined in Rule 15a-6 (“Rule15a-6”) of the U.S. Securities Exchange Act of 1934 (as amended
from time to time) then we will not provide Custody Services to you
unless we separately agree with you to provide Custody Services incompliance with Rule 15a-6.);

Instructions
You acknowledge that instructions or orders for Securities given orally or inwriting to one of our representatives in the United States of America or theUnited Kingdom are not received by us until such representative has
forwarded such instruction or orders and we have received them outside theUnited States of America or the United Kingdom, as the case may be.

5.

Market Requirements

5.1

Each Market has its own regulatory requirements on short selling, and you
acknowledge that you need to comply with the relevant requirements every
time you short sell so that you are conducting lawful short selling in eachMarket.

5.2

Without prejudice to the generality of Clause 5.1, you hereby undertake toinform us when a sell order is in respect of Securities which you do not own(that is, where a transaction is a short sale).

5.3

In respect of any transactions duly concluded on the trading floor of any
Exchange, the rules of that Exchange and of the relevant Clearing House,
and in particular, those relating to trading and settlement shall be binding
upon both you and us.

6.

Concerning Transactions in Securities

6.1

We shall be under no duty to investigate, participate in or take affirmative
action concerning attendance at meetings, voting or other rights attaching
to or derived from Securities where Securities are registered in our name or
the name of any other person appointed by us or have been deposited in asecurities account except in accordance with your instructions but, in theabsence of instructions, we shall not be precluded from acting in our absolute
discretion as regards such attendance and rights. We shall have no
responsibility to take any action in respect of proxies received.

6.2

You hereby authorise us:

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(a)

To hold any Securities on your behalf in our name or in the name ofa nominee appointed by us or as you may direct in writing. Where
Securities are held by us or by our nominee on your behalf:(i)

We shall not be obliged to return exactly the same Securities
as were originally deposited by you with us but only to return
Securities in the same quantity, class and denomination;(ii)

we may register such Securities in our name or in the name of
our nominee and/or deposit in safe custody such Securities ina designated account of any bank, financial institution,company or firm selected by us which (in the case of Securities
to be deposited in a particular Market and if required by theMarket Requirements, to the satisfaction of the regulators ofthat Market) provides facilities for the safe custody of
documents; and(iii)

we may commingle such Securities with Securities held by us
or our nominee on behalf of our other clients provided that we
identify such Securities in our records as being held for youraccount;(b)

to administer all benefits attaching to the Securities held by us on
your behalf including but not limited to rights issues, capitalisations,
scrip dividends and offers and (without limitation) to collect any
dividends or interest accruing or payable on any Securities held by us
or any nominee appointed by us or any Securities, rights, money orproperty accruing, arising or offered by way of redemption, bonus,
preference, option or otherwise to or in respect of such Securities andto credit the same to your Account(s) and (where appropriate) to beheld in our name or in the name of a nominee appointed by us in trust
for you. Nothing in this sub-clause shall be construed as placing on
us any liability whatsoever in respect of any calls, instalments or otherpayments relating to any Securities held by us or by a nominee
appointed by us as aforesaid or in respect of any Securities, rights,
money or property accruing, arising or offered on the above basis;(c)

we shall use reasonable efforts to give you notice of any necessary
information we receive in relation to any benefit attaching to yourSecurities which requires your instructions and to indicate whether
any decision is required of you and to specify a date by which it isneeded.
If we do not receive such instructions in sufficiently
reasonable time, we shall be authorised at our sole and absolute
discretion to take or omit to take any action. We shall have no
obligation to notify you of any other matters relating to Securities
held by us or our nominee except as aforesaid;(d)to place, uplift and renew cash deposits in currencies on your behalf
and, in the exercise of such discretion, from time to time as we think
fit, to debit your Account(s) with us for deposits placed or renewed
and to credit your Account(s) with us for deposits uplifted; andAPAC SDS Annex Oct 2021

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(e)

we shall have the right, exercisable at any time, to close any Account(s)maintained in your name and/or on your behalf without ascribing any
reason for doing so at our absolute discretion at any time.

6.3

If you effect transactions for the account of your clients, whether on adiscretionary or non-discretionary basis, and whether as agent or by entering
into matching transactions as principal with your clients, you hereby agree
that, in relation to a transaction where we have received an enquiry from theRegulators, the relevant provisions of Clauses 6.4 to 6.6 shall apply.

6.4

Subject to as provided in Clauses 6.5 and 6.6, you shall, immediately upon
our request (which request shall include the relevant contact details of theRegulators), inform the Regulators of the identity, address, occupation andcontact details of the client for whose account the transaction was effectedand (so far as known to you) of the person with the ultimate beneficial
interest in the transaction. You shall also inform the Regulators of the identity,
address, occupation and contact details of any third party (if different fromthe client/ultimate beneficiary) who originated the transaction.

6.5 (a)If you effected the transaction for a collective investment scheme,
discretionary account or discretionary trust, you shall, immediately
upon our request (which request shall include the relevant contact
details of the Regulators), inform the Regulators of the identity,
address and contact details of the scheme, account or trust and, if
applicable, the identity, address, occupation and contact details of theperson who, on behalf of the scheme, account or trust, instructed you
to effect the transaction.

(b)

If you effected the transaction for a collective investment scheme,
discretionary account or discretionary trust, you shall, as soon aspracticable, inform us when your discretion to invest on behalf of thescheme, account or trust has been overridden. In the case where yourinvestment discretion has been overridden, you shall, immediately
upon our request (which request shall include the relevant contact
details of the Regulators), inform the Regulators of the identity,
address, occupation and contact details of the person(s) who has orhave given the instruction in relation to the transaction.

6.6

If you are aware that your client is acting as intermediary for its underlying
client(s), and you do not know the identity, address, occupation and contact
details of the underlying client for whom the transaction was effected, you
confirm that:(a)you have arrangements in place with your client which entitle you to
obtain the information set out in Clauses 6.4 and 6.5, as relevant,from your client immediately upon request; and(b)

You will, upon our request in relation to a transaction, promptly
request the information set out in Clauses 6.4 and 6.5, as relevant,from your client on whose instructions the transaction was effected,
and provide the information to the Regulators as soon as received
from your client.

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7.

Maintenance and Operation of Your Account

7.1

Every transaction executed by us for you or on your behalf on the floor of an
Exchange shall be subject to a transaction levy and any other levies that therelevant Exchange may from time to time impose and we are hereby
authorised to collect any such levies in accordance with the rules prescribedby the relevant Exchange from time to time.

7.2

Before the due settlement date in respect of any transaction in Securities
which we have executed on your behalf, you will put us in funds to complete
such transaction or make good delivery of the Securities to be sold, as thecase may be.

7.3

You agree that should you fail to make payment or delivery of
Securities as required by Clause 7.2 by the due settlement date, weare hereby authorised to:(a)in the case of a purchase transaction, to transfer or sell any
such purchased Securities to satisfy your obligations to us; or(b)in the case of a sale transaction, to borrow and/or purchasesuch sold Securities to satisfy your obligations to us.

7.4

You hereby acknowledge that you will be responsible to us for any
loss, costs, fees and expenses incurred by us in connection with yourfailure to meet your obligations due by the settlement dates and forany debit balance or other liability owing on any of your Account(s)even if such Account(s) has/have been closed and you shall pay on
demand such amount as we may require to discharge this
responsibility.

7.5

If we are carrying your Account(s) as clearing broker by arrangement withanother broker through whose courtesy your Account(s) has/have been
introduced, then until receipt from you of written notice to the contrary, we
may accept from such other broker, without inquiry or investigation to or byus, (i) orders for the purchase or sale in your Account(s) of Securities on
margin or otherwise, and (ii) any other instructions concerning yourAccount(s) and that broker shall for all purposes be treated as an authorised
signatory of this Account for the purposes of the Terms of Business. We shallnot be responsible or liable for any acts or omissions of such other broker orits employees.

7.6

Without affecting the generality of any of the Terms of Business, we
may agree, in our sole discretion, execute transactions in Securities
on free of payment basis. You agree and acknowledge that you will
reimburse us in full on demand or within such time customarily set
by the relevant Exchange or market upon which the Securities aretraded, for the cost of any Securities purchased by us on your behalf.
You hereby acknowledge that you will be responsible to us for any
loss, costs, fees and expenses incurred by us in connection with yourfailure to meet your obligations under this Clause 7.6.

7.7

In the event that we have to obtain Securities, which we havepurchased on your behalf, in the open market, following the failure

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of a selling broker to deliver such Securities by or on the settlement
date, you will be responsible for any difference in price in respect
thereof and all incidental expenses incurred in connection with suchopen market purchase.
7.8

We shall not, without your prior written consent deposit any of your Securities
as security for loans or advances or lend or otherwise part with possessionof any such Securities for any purpose.

7.9

Any obligation which we may have to deliver Securities, commodities,
deposits of cash, credit balances or other property to you shall in any
event be conditional upon you having paid to us all fees, charges,
expenses and liabilities owed to us by you under the Terms ofBusiness. You further agree with us not to charge or otherwise
encumber any such Securities, commodities, deposits of cash, credit
balances and property (or any rights in respect thereof) delivered to
us without our prior agreement.

7.10

You hereby acknowledge that subject to any Market Requirements andprovided that trading is executed competitively in accordance with the rulesof the relevant Exchange, we may take the opposite position to your order
whether it is on our own account or is on behalf of our other clients and weshall not be liable to account to you for any emoluments, commission, profits
or any other benefits whatsoever resulting from our doing any of those things.

8.

New Listing of Securities

8.1

In the event that you request and authorise us to apply for Securities inrespect of a new listing and/or issue of Securities on any Exchange as youragent and for your benefit or for the benefit of any other person, at that time
you hereby warrant to and for our benefit that we have authority to makesuch application on your behalf.

8.2

You shall familiarise yourself and comply with all the terms and conditions
governing the Securities of the new listing and/or issue and the application
for such new Securities set out in any prospectus and/or offering document
and the application form or any other relevant document in respect of suchnew listing and/or issue and you agree to be bound by such terms andconditions in any such transaction you may have with us.

8.3

Unless you notify us otherwise at the same time as, or prior to, yourinstructions to us to apply for Securities in a particular new listing and/or
issue on your behalf, you hereby give to us all the representations,warranties and undertakings which an applicant for Securities in such newlisting and/or issue is required to give (whether to the issuer, sponsors,underwriters or placing agents of the relevant Securities, the Exchange or
any other relevant regulator or person).

8.4

You hereby further declare and warrant, and authorise us to disclose andwarrant to the Exchange on any application form (or otherwise) and to any
other person as appropriate, that any such application made by us as youragent is the only application made, and the only application intended to be
made, by you or on your behalf, to benefit you or the person for whose

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8.5

benefit you are applying. You acknowledge and accept that the aforesaid
declaration and warranty will be relied upon by us and by the issuer,
sponsors, underwriters or placing agents of the relevant Securities, theExchange or any other relevant regulator or person in respect to any
application made by us as your agent.
You acknowledge that any application made by an unlisted company which
does not carry on any business other than dealing in securities and in respectof which you exercise statutory control shall be deemed to be an application
made for your benefit.

8.6

You recognise and understand that the Market Requirements (including thelegal and regulatory requirements and market practice) in respect ofapplications for Securities may vary from time to time and between different
Markets and Exchanges, as may the requirements of any particular new
listing or issue of Securities. You undertake to provide to us such informationand take such additional steps and make such additional representations,warranties and undertakings as may be required in accordance with such
Market Requirements as we may in our absolute discretion determine fromtime to time.

8.7

In relation to a bulk application to be made by us or our agent, you
acknowledge and agree:

9.

(a)

that such bulk application may be rejected for reasons which areunrelated to you and your application and neither us nor our agent
shall, in the absence of fraud or wilful default, be liable to you or any
other person in consequence of such rejection; and(b)

to indemnify us in accordance with Clause 22 of the Terms of Business
if such bulk application is rejected either in circumstances where therepresentations and warranties have been breached or otherwise
because of factors relating to you. You acknowledge that you may
also be liable in damages to other persons affected by such breach orother factors.

Security and Rights over Your Account(s)In addition to the rights granted by you to us pursuant to Clause 15.3of the Terms of Business and without prejudice and in addition to
any general lien, right of set-off or similar right to which we may beentitled by law or otherwise under the Terms of Business, you hereby
expressly grant to us the right to transfer Securities, commodities,
deposits of cash, credit balances and other property held by us or bya nominee appointed by us from or to any other of your Account(s)whenever in our judgement we consider such a transfer necessaryor desirable for our protection or otherwise expedient.

10.

General
You agree that in respect of certain transactions which you wish to conduct
offshore as agreed with us from time to time and so specified in writing, we
will act as agent of a designated broker and we will have no liability to you
in relation to such transactions. We shall be under no obligation to notify

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you of the details of the relevant designated broker in advance. You agree
and acknowledge that in relation to such transactions you will have recourse
solely to the designated broker.
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