CLSA SECURITIES (THAILAND) LIMITED FUTURES/OPTIONS TRADING SERVICES
ANNEX
1.

Definitions and Interpretation

1.1

Subject to Clauses 1.2 and 1.3 below, in this CLSA Securities (Thailand)
Limited Futures/Options Trading Services Annex, including the Schedule,
capitalised terms have the meanings given to them in the “CLSA AsiaPacific Terms of Business” (the “Terms of Business”), theFutures/Options Trading Services Annex and the Direct Market Access
Services Annex. In addition, the following capitalised terms have thefollowing meanings:“Clearing Rules” means the Clearing Rules of the TFX-DC.
“Exchange” or “TFEX” means the Thailand Futures Exchange PublicCompany Limited or any other futures and options centre licensed by the
SEC.
“Futures/Options Trading Services Annex” means the CLSA AsiaPacific Futures/Options Trading Services Annex.
“Futures/Options Trading Rules” means the Futures/Options Trading
Rules of the TFEX.
“Institutional Investor” has the same meaning as may be prescribedfrom time to time under the Derivatives Act B.E. 2546 (2003) or other law
or notification of the SEC which defines the term institutional investor inconnection with futures and options trading.
"Omnibus Account" means an account opened with us by you in respectof which we are notified that the account is to be operated by you not as
principal but for a client, or a number of clients.
"SEC" means the Securities and Exchange Commission of Thailand.
“TFX-DC” means Thailand Clearing House Company Limited or any otherfutures clearing house licensed by the SEC.

1.2

This CLSA Securities (Thailand) Limited - Futures/Options Trading 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 Securities (Thailand) Limited.

2.

Effect of Terms of Business; Amendment

2.1

This Annex shall apply to you if you requested that we provide you with
Futures/Options Trading Services.

2.2

The terms and conditions set out in this Annex shall apply to all
Futures/Options Trading Services provided by us to you in addition to, andsupplemental to, the terms and conditions set out in the Terms of Businessand in the Futures/Options Trading Services Annex. Accordingly, theThailand FO Annex Mar 2016 v1

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terms and conditions in this Annex are legally binding and take effectwhen you signify your acceptance by placing an order for a
Futures/Options Contract with us following your receipt of our Terms ofBusiness, the Futures/Options Trading Services Annex and this Annex.
2.3

These terms may be amended and/or supplemented from time to time, in
accordance with the Terms of Business. You agree that the terms on which
we will provide services to you will apply to any principals you represent.

3.

Information on Derivative Products
Information on derivative products (including futures contracts or options),
their product specifications, prospectus, offering documents, orinformation on their margin and liquidation may be provided on request.

4.

Compensation FundWe have explained to you, and you understand and agree, thatyour right to compensation under The Derivatives Act B.E. 2546,
any relevant SEC Notification issued pursuant to The Derivatives
Act B.E. 2546 will be restricted to the extent provided for therein.
There can be no guarantee that your loss may be recouped fromsuch fund in full or in part.

5.

Client Money
You hereby agree, that unless otherwise agreed by you and us in writing,the benefits derived from the deposit of any cash balances in any of yourAccount(s) shall belong to us.

6.

Liability

6.1

If you are not an Institutional Investor, Clauses 22.1 and 22.3 of theTerms of Business shall not apply in relation to any Futures/Options
Trading Services in the Thai Market. Clauses 6.2 and 6.3 of this Annex
shall instead apply in relation to any Futures/Options Trading Services in
the Thai Market.

6.2

Neither we nor any member of the CLSA Group nor our directors, officers,
employees or agents will be liable for any direct or indirect losses,
damages, costs or expenses incurred or suffered by you under our Termsof Business whatsoever (including any transaction or where we havedeclined to enter into a proposed transaction or by reason of any delay orchange in market conditions by for a transaction is effected) unless arising
directly from our or their respective wilful or negligent act or omission. In
no circumstances will we have any liability for consequential or special
damage.

6.3

Neither we nor any member of the CLSA Group nor our directors, officers,
employees or agents will be liable for delays, errors, interruptions or
failures in any communication or correspondence (including without
limitation, the delivery of confirmations or transmission of orders) or for
any other matter in relation to a transaction due to the breakdown,
unavailability, interruption, error or failure of telephone, facsimile, or otherelectronic communication lines or electronic system or other

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communication facilities or equipment howsoever caused unless arising
directly from our or their respective wilful or negligent act or omission.
6.4

If you are not an Institutional Investor, Clause 10.4 of the Direct Market
Access Services Annex shall not apply in relation to any Futures/Options
Trading Services in the Thai Market. Clause 6.5 of this Annex shall apply in
relation to any Futures/Options trading services in the Thai Market.

6.5

We shall not be liable or have any responsibility whatsoever for any loss,
damage, costs, claims or expenses of any nature (including consequential
loss or damage) incurred or suffered by you resulting from your use of, or
inability 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 unauthorised modifications by breakins, failed connections 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 was due to our wilful or
negligent act or omission.

7.

Market Requirements

7.1

Without limitation to your obligations under the Terms of Business and the
Futures/Options Trading Services Annex, you will comply at all times with
the Market Requirements and the applicable rules and regulations of theSEC, TFEX, TFX-DC and every other securities market in which we conducttransactions for you.

7.2

You agree that we may:7.2.1 do all such acts and things, including (without limitation) the
provision of information to the relevant authorities and regulators,
in order to comply with obligations imposed on us by applicablelaws, Market Requirements and legal process; and7.2.2 in the provision of services by us hereunder (including as toentering into and terminating transactions) deal with your Accounts
and assets in a manner so as to comply with applicable laws,
Market Requirements and trading and clearing rules in all relevant
jurisdictions (including in a manner consistent with market industry
practice) from time to time.

7.3

You further agree that you shall seek advice on and be aware of the laws
and Market Requirements in your own country and in each jurisdiction inwhich you may from time to time require us to provide services to you
hereunder (including as to the prohibited securities transactions andinsider dealing), and we shall not be liable for any loss or liability imposedon you as a result of your non-compliance with such laws, Market
Requirements and applicable legal process.

8.

Provision of Information; Compliance with Orders

8.1

You agree to provide the following information to us, TFEX, TFX-DC and/or
the SEC as requested or required under Market Requirements including
the preparation of a report to provide, clarify and explain the following
information:

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(a)your identity and the
Futures/Options Contract;

identityof

eachbeneficiary

of

a

(b)

the purpose of your Futures/Options trading; and(c)your Futures/Options trading information whether or not thetrading has been conducted through us, and your trading
information in connection with underlying Securities, Commodities
or products.

If you are trading on behalf of others, or are operating an Omnibus
Account, you agree to provide and prepare a report to provide, clarify andexplain the information in (a), (b) and (c) above in relation to the persons
for whom you trade.
8.2

9.

If any of the following circumstances arise, you agree that we may
suspend our agency services to you, close your account, limit yourtrading status or purchasing volume, close out your position(s)and take any other action in order to effect compliance with theregulations and notifications of TFEX, TFX-DC and/or the SEC:(a)your Futures/Options trading affects or may affect the flowof Futures/Options trading on TFEX or causes or may cause
Futures/Options trading prices to fluctuate;(b)

you have entered into an inappropriate transaction or haveviolated Futures/Options Market Requirements; or(c)you did not prepare a report or provide information
requested pursuant to clause 8.1 or you provided false or
materially misleading information.

Assets held outside Thailand
You acknowledge and agree that, where we hold moneys or assets on yourbehalf, such moneys or assets may at our discretion be deposited with orheld in custody with banks, custodians or other financial institutions
outside Thailand. In particular, this may be necessary where you wish totransact on exchanges or markets outside Thailand. You acknowledge that
foreign laws may govern your rights to moneys or assets held with suchoffshore banks, custodians or other financial institutions and may notprovide for the same degree of investor protection as Thai law.

10.

Direct Market AccessThis Clause will apply to you if you requested that we provide you with
Direct Market Access Services.

10.1

You acknowledge and agree to comply with the rules, regulations, circularletters and orders of TFEX as may be in force from time to time governing
recording trading orders through the Direct Market Access system of TFEX
including prohibitions on improper trading orders.

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10.2

You acknowledge and agree that we may take any steps including
one or more of the following if your Direct Market Access orderdoes not comply with the rules, regulations, circular letters ororders of TFEX:(a)direct you not to enter such order into the CLSA System;(b)

cancel such order; or(c)suspend your access to the CLSA System.

10.3

You agree to complete and sign on any forms and to provide any
information and documentation as may be required from time to time by
TFEX from you or us in connection with the provision of access to the
Direct Market Access system of TFEX to you.

10.4

You consent and agree to allow our officers, employees or agents allnecessary access (or to procure such access) as may be required fromtime to time to test your connection with the CLSA System via the User
Network.

11.

Risk Disclosure Statement
You have confirmed in the Application Form that you acknowledge
and confirm that the terms and conditions applicable to theServices and the risk disclosure statement in the “Risk DisclosureStatement Schedule” to this Annex are and have been fully
explained to you in a language that you understand and that you
have read, understood and agree with them.

12.

Consent
You consent to appoint us as your agent to provide Futures/Options
Trading Services in Thailand.

13.

Dispute resolution
Any civil dispute or claim arising out of or relating to the provision of
Futures/Options Trading Services under the Terms of Business and thisAnnex may, at your request, be settled by arbitration in accordance withthe arbitration rules of the SEC.

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CLSA Securities (Thailand) Limited
Futures/Options Trading Services Annex
Risk Disclosure Statement ScheduleThis Risk Disclosure Statement Schedule does not disclose all of the risks andother significant aspects of trading in futures and options. In light of the risks,
you should undertake such transactions only if you understand the nature of thecontracts (and contractual relationships) into which you are entering and theextent of your exposure to risk. In particular, trading in futures and options is
not suitable for many members of the public. You should carefully consider
whether trading is appropriate for you in light of your experience, objectives,
financial resources and other relevant circumstances. Please read this Schedule
carefully, and ask questions and take independent advice as you consider
appropriate.
1.

Futures Contracts

1.1

Nature of Futures Contracts
Futures contracts are agreements by which both seller and purchaser arebound by certain obligations. If a futures contract has not been closed-out
by the parties before the allocated settlement date, the seller will have an
obligation to deliver goods to the purchaser who, in turn, will have an
obligation to pay for such purchase to the Seller ("physical delivery").
Alternatively, each party shall pay or receive payment of the difference
between the futures contract price and the value of the goods or any othervariable existing at present or in the future as specified in the futures
trading contract ("cash settlement").

1.2

Risks incurred from loss in transactions under Futures Contracts
Under a futures contract, both purchaser ("long position" trading) andseller ("short position" trading) are required to make a deposit of initial
margin as security/collateral with the futures trading agent to secure theirperformance under the futures contract. The amount of security/collateral
to be placed as initial margin will be less than the value of the futures
trading contract. Therefore, you will have the opportunity, even with aslight fluctuation in market prices in a futures trading contract, to generate
tremendous profits within a quick span of time or to incur tremendous
losses within a quick timeframe which exceed the value of your initial
margin thereby incurring a loss in excess of the value of security/collateralplaced with your futures trading agent unless you are forced to close out
your futures trading contract if you fail to provide additional
security/collateral within the prescribed period.

2.

Options Trading

2.1

Nature of Options Trading
Options contracts are agreements by which the purchaser pays a premiumin exchange for the right given by the seller to buy or sell referenced
goods at defined prices within a specific time period and according toterms prescribed by the options contract, or to be entitled to receive
payment from the seller.

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Options contracts which give the purchaser the right to buy goods orreferenced variables at the prescribed prices are known as Call Option
Contracts, while those which give the purchaser the right to sell goods orreferenced variables at prices set by the contract are known as Put Option
Contracts. Such rights, must be exercised in accordance with the terms
and conditions provided by the contract.
As far as payment of prices and delivery on the purchaser’s exercise of
his/her right under the options trading contract are concerned, anagreement may be made either for physical delivery or for cash settlement
to be made to the purchaser for a sum equivalent to that computed fromthe difference between the option price and price or value of goods orvariables existing at any given time or duration in the future as prescribedby the contract.
2.2

Risks incurred from loss in Options Contracts
A purchaser under an options contract will have the option to close out or
exercise his/her contractual rights or else let the contract expire. Wheres/he selects to exercise his/her right, a sum equivalent to that computed
between the difference between the option price and price or value ofgoods or variables existing at any given time or period in the future asagreed in the contract (i.e. cash settlement) will be paid to him/her or elses/he will have to accept or make delivery of the referenced goods asprescribed by the contract (i.e. physical delivery) by paying and accepting
such delivery or receiving payment and handing-over the referenced
goods as defined in the contract. Where an options contract is left toexpire, the purchaser will incur a loss equivalent to the premium paid.
On receipt of the payment of premium from the purchaser, the seller isrequired to comply with the contract if the purchaser selects to exercise
his/her rights under the options contract. It is the duty of the seller of an
options contract to place a security (i.e. margin) which, if not closed out
by the seller when the right is duly exercised by the purchaser, will placehim/her under an obligation to pay a sum equivalent to that calculated as
the difference between the Option Price and the price or value of goods orvariables existing at any given time or period in the future as prescribedby the contract (cash settlement) or else, make or accept delivery of thereferenced goods defined in the options contract, (i.e. physical delivery) tothe purchaser, with payment or acceptance of payment for the goods
received or delivered according to the price on terms defined in thecontract. Where an option trading contract is left to expire, the seller willrealise a profit equivalent to the premium received.
The maximum loss to be incurred by purchaser of an options contract islimited to the value of the premium. It is not necessary, therefore, for thepurchaser to place any security because the only amount payable is thepremium. However the seller of an options contract may suffer losses,
similarly to a futures trading contract, that are not limited in this manner.
Therefore the seller is required to place security with the futures trading
agent (us) to guarantee his/her contractual performance. Furthermore,similar to futures trading contracts, sellers of options contracts may suffer
tremendous losses within a quick span of time which exceed their initial

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margin placed with the futures trading agent based on fluctuations ofmarket prices in their option trading contracts.
3.

Combined risks and other details concerning futures and options
contracts

3.1

Understanding the details and conditions of futures and options
contracts
In view of high risks involved with futures contracts, it is necessary,
therefore, before deciding to enter into a futures contract for you tocarefully read and understand the contents of your contract such as theunderlying assets/variables, the contract size/unit/multiplier, the last
trading day, the settlement day, the settlement method, the settlement
price for computation of variables and method of margin placement. You
must consider whether such investment is appropriate for you and in linewith your investment objectives and financial status.
You should thoroughly familiarise yourself with relevant conditions ofoptions contracts such as the type of contract (i.e. put option or call
option), the terms governing the exercise of option rights and theunderlying assets/variables to ascertain whether or not they meet yourrequirements and to consider their risks. You should also assess thereturn against the status of your holding, the amount of premium,transaction fees and the losses which you might incur.

3.2

Fees incurred from futures and options trading contracts
Before embarking on any transaction, you should first ask your agent thedetail (rates and types) of all applicable fees concerning futures andoptions trading contracts for example brokerage fees and fees payable on
the exercise of contractual rights as all of these will add up on top of thecost of their futures trading activities and will have an impact on
profits/loss and may affect your decision to enter into particular futuresand options contracts. Brokerage/agency fees may vary pursuant to thecategory and volume of trade of each customer albeit no rules are set by
the Thailand Futures Exchange Public Company Limited. and the Securities
and Exchange Commission to regulate such brokerage/agency fees in any
way.

3.3

Risks from having the status of futures/ options trading contracts
closed out and responsibilities for losses incurred
Where you have an obligation to perform pursuant to a futures/options
contract, i.e. status of purchaser in a futures trading contract (longfutures) and status of seller in a futures trading contract (short futures),or status of seller in an options trading contract (short options),
adjustments will be made by us on the mark-to-market value at least at
the end of each business day to calculate profits or losses from thetransactions on your account. If you have incurred a loss to the pointof reducing the value of you security/collateral below the level ofthe maintenance margin set by us in accordance with any relevant
regulations, we will demand additional security/collateral for asum which will level up the proportion of margin equivalent to the
proportion provided as initial margin. You must take this action

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within the period of time fixed by use in accordance with any
relevant regulations or we may proceed to close out our positions
and you will remain additionally liable for any loss incurred as
result of such closing out.
Moreover, we may prescribe measures relating to forced close outs inaddition to conditions already agreed to in your agreement to appoint us
as your Futures and Options Trading Agent. Moreover such measures may
be prescribed by futures and options trading regulations.
In thisrespect, if the value of your margin in relation to any position is
reduced to the point of a forced close out, we will make a call for
additional margin from you. If such additional margin cannot be
placed by you within the time prescribed under our call or relevant
regulations, we will be entitled to close out your futures/options
contract and you will remain additionally liable for any loss
incurred as the result thereof.
Similar risks as outlined above may arise in circumstances where yourposition, whether your own position or a position taken for another party,
exceeds the limit set by the TFEX and/or SEC and you have not taken
action to close out the futures or options contract as notified by us.
3.4

Risks from being unable to close out a futures or options trading
contract
Where you are unable to close out a futures or options trading contract
before the settlement date, either because of non-conducive conditions in
the market such as market illiquidity or orders issued by the TFEX tosuspend transactions, or for any other reason, you may suffer a loss byhaving your futures or options trading contract remaining effective until
the settlement date.

3.5

Risks from being unable to carry out a customer’s futures or
options trading instructions in order to limit losses
We may be unable to carry out your instructions (such as Stop Loss or
Stop Limit) on any kind of futures or options trading transaction intended
to limit losses from a futures or options contract if market conditions are
not conducive for such transaction order to be matched with anothertransaction order.

3.6

Risks from the contract status being limited or banned fromexpansion
An order may be issued by the TFEX, TFX-DC or the SEC requiring us tolimit your position or to prevent you from building additional position or tosuspend your trading account as well as to close out your positions if anyof your futures trading transactions should or are likely to have an adverse
impact on the smoothness of operations on TFEX, or should cause or is
likely to cause price of futures trading on the TFEX to be unrealistic
against normal market conditions, or if your behaviour concerning futures
trading violates the law governing futures trading, or if you fail to giveproper notification or else provide data or prepare an explanation orprovide information which is false or which may be materially misleading

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to us, TFEX, TFX-DC or the SEC as requested by us, TFEX, TFX-DC or the
SEC .
Moreover, an order may be issued by the SEC or TFEX or TFX- DC tosuspend your positions or to limit your positions or to close out yourpositions, where necessary, for the sake of maintaining stability ofmonetary systems and the national economy or to preserve a balance inthe trading and debt repayment systems of the futures trading market.
-End-

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