CLSA DIRECT MARKET ACCESS SERVICES ANNEX
1.

Definitions and Interpretation

1.1

In this Direct Market Access Services Annex capitalised terms have themeaning given to them in the “CLSA Asia-Pacific Terms of Business” (the“Terms of Business”). In addition, the following capitalised terms havethe following meaning:
Except as otherwise set forth in Section 12, in this Annex,“CLSA System” means the electronic order management system madeavailable or provided by CLSA, either directly or through third parties.
“Connected Exchange” means the Exchange(s) to which CLSA has adirect electronic connection via the CLSA System.
“DMA Orders” means orders for sale and purchase of listed Investments
using the DMA Service to be transmitted to the relevant Connected
Exchange via the CLSA System.
“DMA Service” means the electronic connectivity service provided by
CLSA which enables you to transmit DMA Orders from the User Network,
via the CLSA System, to the relevant Connected Exchange for, subject tothe terms hereof, execution and settlement.
“User Network” means a secure telecommunication line/network
connecting to the CLSA System with a service provider approved by CLSA.

1.2

This Direct Market Access Services Annex is referred to herein as “thisAnnex”.

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.

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 Direct Market Access Services in respect ofSecurities Dealing Services and/or Futures/Option Trading Services or (b)we currently provide you with Direct Market Access Services in respect ofSecurities Dealing Services and/or Futures/Option Trading Services.

2.2

The terms and conditions set out in this Annex shall apply to all Direct
Market Access Services provided by us to you in addition to, andsupplemental to, the terms and conditions set out in the Terms ofBusiness, the Securities Dealing Services Annex and/or the Futures/Options
Trading Services Annex, as the case may be, and any relevant MarketAnnex(es). Accordingly, the terms and conditions in this Annex are legallybinding and take effect when you signify your acceptance by placing a DMA
Order with us following your receipt of our Terms of Business, theAPAC DMA Annex Version Oct 2017 (Jul 2008 v1) 1

Securities Dealing Services Annex and/or the Futures/Option Trading
Services Annex, as the case may be, and the relevant Market Annex(es).
3.

Prerequisite Requirements

3.1

If you wish to use the DMA Service, you must establish and maintain aUser Network or you currently maintain a User Network, as the case maybe.

3.2

You shall provide to us such information as we may request to set up yourreference data on the CLSA System for the provision of the DMA Service.

4.

Market Annex(es)4.1

We shall not be obliged to provide the DMA Service to you in respect of aMarket in which you intend to trade until we have so approved and you
have received the relevant Market Annex relating to such Market.

4.2

You acknowledge that the DMA Service provided by us in respect of aMarket is subject to the laws and regulations, Market Requirements,
operating procedures and terms and conditions applicable in the selectedMarket and you agree to be bound by the same.

5.

Execution Limit

5.1

You acknowledge and agree that we may set a maximum order limit(whether it is an order limit per execution and/or daily limit and/orotherwise) (each a “Client Limit”) on the DMA Orders placed by you andwe have the right to reject any order which, if executed, would exceed
your Client Limit.

5.2

We may change your Client Limit from time to time at our discretion andwe will notify you of such change as soon as practicable thereafter.

6.

Placing of DMA Orders

6.1

You warrant that only persons authorized by you can access and place DMA
Orders with us and that each such authorised person is authorised underapplicable law and Market Requirements to conduct proprietary or
brokerage trading.

6.2

We shall be entitled to treat any instruction and/or communicationtransmitted via the User Network and received by the CLSA System as
genuine and we shall be under no duty to verify the authenticity of such
instruction or communication.

6.3

You shall be responsible for any accidental, fraudulent or unauthorized
instruction or communication transmitted to the CLSA System via the UserNetwork.
Upon notice or suspicion of any accidental, fraudulent orunauthorized transmission of instruction or communication, you shallimmediately notify us.

6.4

You shall be liable for and accept the consequences of all transactionstransmitted by accessing the CLSA System even if any such transactions

APAC DMA Annex Version Oct 2017 (Jul 2008 v1) 2

are incorrect, originate from a person other than an authorised person or
are miscommunicated due to a malfunction of the CLSA System. You shallnot assert the absence of additional controls as a reason for rejecting
commitments arising from DMA Orders transmitted via the CLSA System.
7.

Acceptance of Order

7.1

A DMA Order will only be accepted by us and/or the CLSA System fortransmission to the Connected Exchange if the User has provided all thefollowing information:
If the DMA Order relates to Securities:(a) stock code;(b) Connected Exchange;(c) buy/sell;(d) order quantity;(e) order type (i.e. limit, market etc.);(f) (if applicable) limit price;(g) (if applicable) QFII number;(h) (if applicable) Investment ID number;(i) (if applicable) sub account; and(j) such other information as may be requested by us and/or the CLSA
System; orIf the DMA Order relates to a Futures/Options Contract:(a) contract code;(b) contract month;(c) Connected Exchange;(d) buy/sell;(e) open/close;(f) order quantity;(g) order type (i.e. limit, market etc.);(h) (if applicable) limit price;(i) (if applicable) QFII number;(j) (if applicable) Investment ID number;(k) (if applicable) sub-account;(l) (if applicable) give-up broker ID; and(m) such other information as may be requested by us and/or the CLSA
System.

7.2

You agree to check the details of a DMA Order before transmission as it
may not be possible to cancel the DMA Order once transmitted. You
acknowledge that a request to cancel or amend a DMA Order is only
possible before such DMA Order is executed and you agree to accept full
responsibility for any full or partial execution of a DMA Order whether or
not you purport to, or otherwise have attempted to, cancel or amend such
DMA Order.

7.3

A DMA Order may be rejected automatically by the CLSA System, and weshall be entitled in our absolute discretion (without any liability to you) toreject, stop, intercede or cancel a DMA Order, for any reason whatsoever,

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including, if the conditions described in Clause 7.1 are not fulfilled or if in
our sole opinion, the execution of such DMA Order would be in breach of
any applicable law or regulation, Market Requirement or otherwise
adversely affect our interests or those of any Affiliate of CLSA.
7.4

Once a DMA Order has been accepted and executed by the relevant
Connected Exchange, an execution report will be sent to you confirmingexecution. Confirmation of the execution of a DMA Order will be sent to youat the close of the trading day on which such DMA Order is placed.
However, any delay, error, interruption or failure in the delivery of aconfirmation due to the breakdown, interruption, error or failure of theCLSA System shall not affect the validity of an executed DMA Order.

8.

Undertakings

8.1

You hereby warrant and undertake that:

9.

(a)

you shall ensure that all relevant laws, regulations, directives(including without limitation local securities regulations and therules of the Connected Exchange), Market Requirements and ourterms and conditions regarding the use of the DMA Service havebeen and will be complied with;(b)

you shall not use the DMA Service or the CLSA System except toplace DMA Orders to trade listed Investments on the relevant
Connected Exchange;(c)

you have the power to enter into and perform your obligations
under this Annex; and(d)your entry into this Annex and performance of your obligations
hereunder will not violate or conflict with (i) any enactment,
regulation, rules or other obligation to which you are subject; (ii)
your memorandum and articles of association or (iii) any otherdocument, instrument or undertaking binding on you.

Emergency Measure
In case of emergency, we may halt, suspend, or terminate the DMA
Service and the transmission of DMA Orders via the CLSA System at ourabsolute discretion, and we will notify you of any such actions as soon aspracticable thereafter.

10.

No Warranties
You acknowledge and agree to each of the following.

10.1

We do not expressly or impliedly warrant the result of the use of the DMA
Service or with respect to any data or information that we may provide inconnection with the DMA Service or that any or all failures, defects, orerrors will be corrected, or that the DMA Service will meet yourrequirements.

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10.2

No condition, warranty or representation of any kind is or has been given
by or on behalf of us in respect of the merchantability, quality, accuracy,completeness, reliability, performance or fitness for a particular purpose,title, non- infringement, timeliness, currency, absences of viruses ordamaging or disabling code for the use of the DMA Service, the CLSA
System or any part thereof, and accordingly you confirm that you havenot, in determining whether to use the DMA Service, relied on anycondition, warranty or representation by us or any person on our behalf,
express or implied, whether arising by law or otherwise in relation to theDMA Service, the CLSA System or any part thereof.

10.3

We shall not be liable or have any responsibility whatsoever for any loss,
damage, costs, claims or expenses of any nature (including consequentialloss or damage) incurred or suffered by you resulting from your use of, orinability to use, the DMA Service for transmitting orders (including but notlimited to Connected Exchange error, failure of transmissions, delays,
failures caused by any third party or unauthorized modifications by breakins, failed connection through or between the CLSA System and the User
Network, failures in Connected Exchange-owned systems or any othercause), except to the extent that such loss or damage was due to our fraud
or wilful misconduct.

10.4

We shall not be liable for the non-performance of any of our obligations
under this Annex or otherwise, by reason of any cause beyond ourreasonable control, including without limitation, any breakdown,suspension or failure of transmission or communication or computer
facilities, postal or other strikes or similar industrial action, act of god andthe failure of any relevant Connected Exchange, Clearing House ordepository agency for any reason to perform their obligations.

10.5

We shall not be liable or have any responsibility whatsoever for any delays,
errors, interruptions or failure in transmission of DMA Orders caused by orarising from the User Network.

10.6

You expressly acknowledge and agree that we have made norecommendation with respect to the DMA Service or any transactions inconnection with the DMA Service and that we and any third party service
providers selected by us provide the DMA Service on an “as is” basis atyour sole risk.

10.7

We and such third party service providers are not responsible formaintaining the DMA Service, the CLSA System or for supplying any
corrections, updates or releases concerning the DMA Service or the CLSA
System.

11.

Indemnification
You agree to indemnify and hold us harmless from and against all losses,liabilities, obligations, damages, penalties, judgments, claims, causes ofaction, costs, expenses or disbursements of any kind (including reasonable
legal fees and expenses) which may be incurred or suffered by or asserted
against us resulting from (i) the use of the DMA Service; (ii) any breach by
you of your duties or obligations under the Terms of Business, including
this Annex; (iii) failed settlement of transactions through the CLSA System

APAC DMA Annex Version Oct 2017 (Jul 2008 v1) 5as a result of your negligence or wilful misconduct or that of your clearing
broker or custodian; or (iv) failure by you to pay Margin (as defined in theFutures/Option Trading Services Annex) as and when required by us (ifapplicable).
12.

Provision of Algorithm Services -The following clauses supplement
and form part of this Annex if you elect to use the Algo Service(as defined below).

12.1

The algorithm service provided under this Section 12 (“ Algo Service”)
will give you access to an algorithm trading smart program system/systems (collectively the “Algo System”) provided by CLSA, either
directly or through third parties. The Algo System requires you to elect touse the Algo System and to select the relevant algorithmic trading
strategy for executing your orders.

12.2

For the purposes of this Annex, once you have elected to use the Algo
Service, references made to “DMA Service” in this Annex shall include theAlgo Service, and references made to “CLSA System” in this Annex shall
include the Algo System.

12.3

The terms and conditions set out in the TOB, DMA Annex and relevant
Annexes shall apply when you elect to use the Algo System.

12.4

You shall not attach to or use with the DMA Services or the Algo Service
any electronic or other device or of any kind (“Interface”) to provide
order routing, order tracking, automatic execution or similar functions
unless such Interface is compatible with the Algo System and has been
approved by CLSA.

12.5

Access and use of the Algo Service may be offered, granted, denied orterminated at CLSA’s sole discretion.

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