CLSA ASIA-PACIFIC TERMS OF BUSINESS
1.

Definitions and Interpretation

1.1

In these Terms of Business the following capitalised terms have the following
meanings:“Accounts” has the meaning given in Clause 5.1.
“Affiliates of CLSA” means legal entities at any time directly or indirectly
controlling, controlled by or under common control with CLSA.
“Application Form” means the application form for the Services requested
to be provided by a member of the CLSA Group signed by you and which
incorporates these Terms of Business.
“Business Day” means a day (other than a Saturday or Sunday) in which
the financial institutions in the relevant Market are open for business.
“Clearing House” means the relevant clearing house, corporation orsystem of the market upon which the relevant Investments are traded.
“Client Information” means the information (including supporting
documents) provided by you in the Application Form or previously provided
by you, as the case may be.
“close out” means, in relation to any Futures/Options Contract, the entering
into by CLSA of a second Futures/Options Contract on identical terms to thefirst, except:(i)the price may not be the same; and(ii)

you take the opposite side to the side you hold under the first
Futures/Options Contract, for the express purpose of crystallising
the profit or loss on that first mentioned Futures/Options Contract(or a Futures/Options Contract deemed to be a closed out
contract under the relevant Market Requirements).

“CLSA” means the entity specified in the Confirmation which will provide theServices to you or the contracting entity which currently provides theServices to you, and which is your contracting party for the purposes ofthese Terms of Business.
“CLSA Group” means CLSA together with all Affiliates of CLSA.
“Commodities” means any item and includes, without limitation,
agricultural commodities, gold and other metals, currencies, interest rates,

APAC TOB April 2023

1

indices (whether stock market or otherwise), or other financial contracts,
energy, right or authority, and shall where the case requires include a
Futures/Options Contract in respect of any of the above and, in each case,whether or not the item is capable of being delivered or not. “Confirmation”
means the confirmation from CLSA of acceptance of your application for
Services contained in your Application Form.
“Contractual Currency” means the relevant currency specified by therelevant Exchange on which the relevant Investments are traded.
“Cross-Border Services Annex” means the Annex to these Terms ofBusiness containing terms and conditions applicable to the provision ofServices to you under a cross-border arrangement between two or more
CLSA entities within the CLSA Group (if applicable).
“Custody Services” means any custody services in respect of Securities tobe provided or currently provided, as the case may be, by CLSA.
“Custody Services Annex” means the Annex to these Terms of Businesscontaining terms and conditions applicable to the provision of Custody
Services by CLSA to you.
“Direct Market Access Services” means any direct market access services
in respect of Securities Dealing Services or Futures/Options Trading Services
in any applicable Market(s) to be provided or currently provided, as the casemay be, by CLSA;“Direct Market Access Services Annex” means the Annex to these Termsof Business containing terms and conditions applicable to the provision of
Direct Market Access Services by CLSA to you.
“Event of Default” has the meaning given in Clause 12 of these Terms ofBusiness.
“Exchange” means the relevant securities, commodities, futures or options
exchange on which the relevant Investments are traded.
“ETF” means exchange traded funds that are listed on an Exchange. ETF
shall constitute Securities (as defined below).
“Futures/Options Contracts” has the meaning given to such terms by therules, regulations and procedures of the relevant Exchange, or Clearing
House, as the case may be.
“Futures/Options Trading Services” means services provided by CLSA in
connection with the execution of, and the clearing of purchases and sales of,
Futures/Options Contracts.

APAC TOB April 2023

2

“Futures/Options Trading Services Annex” means the Annex to theseTerms of Business containing terms and conditions applicable to theprovision of Futures/Options Trading Services by CLSA to you.
“Investments” means Securities, Exchange-traded Commodities andFutures/Options Contracts.
“Market Requirements” means all the constitutions, laws, rules, regulations,by-laws, customs and practices, rulings, interpretations, standards,
Prescribed Terms, levies and administrative requests of the relevantMarket(s), governmental or regulatory authorities, exchange(s) and clearing
house(s) whatsoever.
“Markets” means the financial markets in the jurisdictions which you
selected in the Application Form, or which you currently trade with us, as
the case may be, together with any additional jurisdictions which may be
agreed in writing between you and CLSA from time to time and “Market”
means any one of them.
“Market Annex” means the Annex to these Terms of Business applicable to
the Services to be provided or currently provided, as the case may be, ineach Market or through a specified CLSA entity.
“Potential Event of Default” has the meaning given in Clause 16(d) of
these Terms of Business.
“Prescribed Terms” means the terms of any client agreement which aremandatory under the Market Requirements of a particular Market and which
CLSA enters into with a participant of such Market in order for CLSA to
execute your instructions to conduct a transaction in that Market on yourbehalf.
“Risk Disclosure Statements” means any statement of risks relating to
the provision of the Services which we are required to provide under any
Market Requirements of any Market and as set out in the Schedule to eachMarket Annex.
“Securities” means (without limitation but including) shares, stocks,
warrants, options, convertible bonds and notes of any description
whatsoever and wheresoever issued, quoted, dealt in or located.
“Securities Dealing Services” means services provided by CLSA in
connection with purchasing, investing in, selling, exchanging or otherwise
disposing of and generally dealing in and with any and all kinds of Securities
other than in respect of the Thailand Market where such term shall have themeaning set out in the “Securities Dealing Services: Thailand Market Annex”.
“Securities Dealing Services Annex” means the Annex to these Terms ofBusiness containing terms and conditions applicable to the provision of
Securities Dealing Services by CLSA to you.
APAC TOB April 2023

3

“Services” means the services to be provided to you by CLSA as requested
by you from time to time, the specific provisions of which are set out in theapplicable Services Annex or the services currently provided to you by CLSA,
the specific provisions of which are set out in the applicable Services Annex,
as the case may be.
“Services Annex” means any Annex to these Terms of Business in relation
to a specified Service to be provided, or currently provided, as the case may
be, to you by CLSA, being any of the Securities Dealing Services Annex, theFutures/Options Trading Services Annex, the Direct Market Access Services
Annex, and the Custody Services Annex.
“Terms of Business” means these terms of business together with any
applicable Service Annex(es), Market Annex(es) or any supplemental
agreements and any other documents expressed to incorporate these Termsof Business.
“Underlying Principal” has the meaning given to such term in Clause 1.1of the Agency Schedule to these Terms of Business.
“Your Affiliates” means, in the case of corporate clients, your largest
shareholder (direct or indirect) at the relevant time and any bodies corporate
in which that shareholder holds in excess of 10% of the issued share capital(directly or indirectly).
1.2

References in these Terms of Business to “we”, “us” or “our” mean, unlessthe 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; Conflict

2.1

These Terms of Business are legally binding and govern the manner in which
we may provide you with Services. They take effect when you signify youracceptance by placing an order with us following your receipt of our Termsof Business.

2.2

These Terms of Business replace all previous terms of business or agreementsthat we may have issued on this subject matter. Our Terms of Businessapply to all relationships, accounts, sub-account(s) and funds held by us foryou. They form an integral part of our agreement with you.

2.3

We may amend all or part of our Terms of Business (including, for the
avoidance of doubt, any Services Annex(es) and Market Annex(es) andCross-Border Services Annex(es)) from time to time as we in our absolute
discretion consider necessary and will post the updated version of our Termsof Business on our website (www.clsa.com). We will notify you of any
material changes to our Terms of Business, although it is your responsibility

APAC TOB April 2023

4

to ensure that you are referring to the current version of the Terms ofBusiness. The revised terms will be incorporated into the agreement between
you and us and shall supplement and amend (to the extent inconsistent)these Terms of Business. Continued use by you of the Services will
constitute acknowledgement and acceptance of the revised Terms ofBusiness by you. Unless otherwise agreed, no amendment will affect any
outstanding orders or transactions or any legal rights or obligations whichhave already arisen.
2.4

These Terms of Business shall be deemed to incorporate the terms andconditions of any relevant Services Annex(es) and any relevant Market
Annex(es). Subject to Clause 4.1, if there is any conflict between theseTerms of Business and any provision of a Services Annex or Market Annex
or CrossBorder Services Annex, the latter will prevail. Subject to Clause 4.1,
if there is any conflict between any provision of a Services Annex and any
provision of a Market Annex, the latter will prevail.

3.

Capacity

3.1

We may introduce you to another company, whether within the CLSA Groupor not, whether local or overseas, for the purpose of effecting any
transactions and you hereby acknowledge that we may from time to time act
as agent for any such company. We may also engage sub-agents fromoutside the CLSA Group upon terms we absolutely decide.
If we introduce you to another entity, whether within the CLSA Group or not,whether local or overseas, and you enter into a direct contractual relationshipwith such entity separate from the Terms of Business, you acknowledge that
we will not be liable to you for any act or omission of such entity of any
kind or nature whatsoever (including those resulting from the fraud,
negligence or wilful default on the part of such entity).

3.2

From time to time, we may discuss with you certain Investments or provide
you with comments, observations, statements or suggestions thereon forgeneral information. Any such information provided by us is not to be taken
as representations or advice of any nature, and is not meant to be relied onby you. We do not warrant to you the value, merit or suitability of yourtransactions.
Without prejudice to Clause 16, you shall make yourindependent judgement with respect to your Investments.

3.3

We may from time to time contract with another broker(s) to provide services
to us in respect of your transactions. You acknowledge that in such cases,
we shall be treated as having entered into such transactions on your behalf
and these Terms of Business shall be construed accordingly

3.4

By reason of your being a sophisticated market participant, if you meet therelevant criteria you will be categorised by us as a “Professional Counterparty”(which includes similar terminology adopted in respect of different Markets
including “Professional Investor”, “Eligible Counterparty”, “Accredited
Investor”, “Institutional Investor” and so on). As a result, we do not assume

APAC TOB April 2023

5

any greater responsibility than those mandatorily required of a Professional
Counterparty or these express Terms of Business.
3.5

Subject to Clause 3.6, you agree that you are dealing with us as principal for
all transactions generated by or for you and that you will be responsible forsettling all liabilities resulting from transactions effected pursuant to and inaccordance with these Terms of Business and we do not and will not in any
circumstances whatsoever have any responsibility towards any person onwhose behalf you may act (unless a separate customer relationship has been
established between us and that person or we otherwise agree in writing).

3.6

If you do not want to be treated as principal for your trades, you have todisclose to us in writing that you are acting for your clients and the
supplemental terms set out in the attached Agency Schedule will apply to
you and your Underlying Principals.

3.7

You agree and acknowledge that if any Account(s) is/are to be opened in joint
names the terms and conditions of these Terms of Business will bind each
Account holder and all undertakings, agreements, obligations and liabilities
of an Account holder under these Terms of Business shall be joint and several
undertakings, agreements, obligations and liabilities respectively of each
Account holder and we may from time to time exercise or enforce all or anyof our powers, rights or remedies under these Terms of Business against allor any Account holders at our absolute discretion.

4.

Market Requirements

4.1

The opening and maintenance of your Account(s) and all transactions effectedon your behalf are subject to the prevailing Market Requirements which arebinding on you. If there is any conflict between these Terms of Business(including any Services Annex(es) and Market Annex(es) and Cross-BorderServices Annex(es)) and any of the Market Requirements, the latter will
prevail.

4.2

We may in our absolute discretion take, or refrain from taking, any action we
consider necessary, and you agree to take or refuse to take any action which
we reasonably demand, to ensure compliance with any Market Requirements
or to avoid or mitigate loss thereunder and we will not be liable in respect ofany such action taken in good faith. Whatever we do or refuse to do in order
to comply with the Market Requirements will be binding on you. Any actions
we take or refuse to take for the purpose of complying with the Market
Requirements will not render us or any of our directors, officers, employees
or agents liable.

4.3

You agree to observe the standard of behaviour reasonably expected ofsomeone in your position and will not take any action which may cause us
to fail to observe the standard of behaviour reasonably expected of someone
in our position.

APAC TOB April 2023

6

4.4

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.

Appointment; Services

5.1

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 in your name(s) for the purpose of purchasing, executing,investing in, selling, exchanging, clearing for sale and purchase, otherwise
disposing of, and generally dealing in and with any and all kinds ofInvestments and we will maintain such account or accounts (the “Accounts”).

5.2

Additional terms and conditions applicable to the provision of a particularService are set out in the relevant Services Annex. The Services offered by
CLSA include Securities Dealing Services and Futures/Options Trading
Services, whether or not including Direct Market Access Services and /orCustody Services. We may also provide you with other services, the termsof which will be notified to you 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 of and be supplemental to these Terms ofBusiness.

5.3

The Services will be or are supplied in respect of a particular Market orMarkets. In respect of any Service provided in a particular Market, theadditional terms and conditions set out in the relevant Market Annex shallapply to the provision of such Service.

5.4

You agree to provide us with certified copies of all such documents as we
may reasonably request and you agree to do such things as may, in our
opinion, be necessary or desirable to ratify or confirm anything done or to
be done by us or our agents in the exercise of our rights and powers underthese Terms of Business.

5.5

We may, for client facilitation purposes, provide foreign exchange transactions
in relation to the Services, and the payment, combination, set-off,application, transfer or otherwise of your transactions at such spot rate as
we may in our reasonable discretion determine. All currency exchange risks
shall be borne by you.

6.

Agents
We shall be entitled to appoint as agents, and to enter into transactions forthe purposes of the Services with or through, such banks, brokers,
investment advisers, financial and other institutions (whether or not
Affiliates of CLSA) as we may from time to time select (provided suchselection is made with reasonable care). Clause 11.2 shall apply to the costs,
charges, fees, commissions and other expenses of such agents.

APAC TOB April 2023

7

7.

Instructions

7.1

Unless we inform you otherwise, we will rely, at your risk, on any
communication, in any form (whether orally or in writing; whether sent to
us by hand, facsimile, electronically or through any other means) which
purports to have been made by you or on your behalf and which wereasonably accept in good faith to have been made by you or on your behalf.
We will not be obliged to verify the capacity of the person(s) giving
instructions or the authenticity of such communication. In the case of
corporate clients, we shall be under no duty to supervise compliance withany restrictions on investment, or similar, powers or to check whether you
have the power, or have duly exercised any such power, to open, maintainor operate any of your Account(s) or to give instructions or otherwise act inconnection with your Account(s).

7.2

You agree that, without prejudice to any rights or remedies which may beavailable to you, all transactions (whether or not in accordance with yourinstructions) entered or purportedly entered into by us on your behalf shallfor all purposes be and be treated as for your account (unless Clause 3.6
applies, in which case they shall for all purposes be and be treated as for theaccount of the relevant Underlying Principal (as defined in the Agency
Schedule hereto)).

7.3

We will be entitled but not bound to act on any instructions from you. If wedecline to accept instructions from you, we will not be obliged to give you areason. We will not be liable for any loss or damage suffered or incurred by
you whatsoever in connection with our rejection of your instructions.

7.4

All instructions from you are irrevocable unless we agree otherwise. Anyrequest to cancel or amend your instructions is only possible before they are
executed. In case of full or partial execution of your instructions, you shallaccept full responsibility thereof.

7.5

Unless we in our absolute discretion decide otherwise or you give us specificand precise instructions to the contrary, your orders for Investments aregood for the day on which they are received by us and will lapse upon themarket close of the relevant Exchange immediately following our receipt of
the order(s) from you. If the relevant Exchange is closed when we receive
an order, the order shall be treated as an order received which will be
confirmed between the parties before trading on the next Business Day.

7.6

You will immediately inform us if you become aware of an event that has
occurred or which you believe could occur which might affect our ability totransfer any of your Investments or become aware that there aretransactions in your account that you did not instruct.

7.7

Where you elect to send us instructions via facsimile, electronic means or
any other means whereby you do not give us the original of your instructions,

APAC TOB April 2023

8

you intend us to treat such facsimile or electronic instructions as your original
instructions and desire us to act on them forthwith. In such cases, youunderstand that we are not in a position to examine the authenticity of yourfax or electronic instructions and we will not be liable for any errors, loss, or
damages associated with our acceptance of and acting on your fax orelectronic instructions. Moreover, you agree to indemnify us for all costs,
expenses, claims and liabilities (whether actual or contingent) that we may
incur as a result of acting on your fax or electronic instructions.
8.

Transactions

8.1

We act as your execution agent in effecting Investments and will determine
priority of your orders in accordance with market practice and client fairness.

8.2

On occasion we may, without prior reference to you, combine your order withother orders, whether belonging to other clients or to a member of the CLSA
Group or their clients. In doing so we reasonably believe that this is in youroverall best interests although you should note that aggregation may resultin you obtaining a less favourable price. Where we aggregate your order withorders of other clients, you agree that allocation of the Investments may bedone within such time as considered reasonable having regard to market
practice after the order has been filled.

8.3

Where in carrying out your instructions (whether following aggregation under
Clause 8.2 or otherwise) there is an insufficient amount of the relevant
Investments to satisfy all clients of the CLSA Group in respect of such
Investments, transactions will be allocated amongst such clients with due
regard to market practice and fairness to clients and Clause 8.4 shall apply
to such allocation.

8.4

Notwithstanding Clauses 8.2 and 8.3, in carrying out any of your instructions,
if we or any of our agents shall not be able to enter into or effect such numberof transactions in the relevant Investments on your behalf as may have been
specified in such instruction, we, or any of our agents, may enter into any
number of transactions in the relevant Investments fewer than the number
specified in such instruction as we may in our absolute discretion determine
and you shall be bound by such transactions in the relevant Investments soentered into. We or (as the case may be) our agents shall not have any
obligation or liability whatsoever and howsoever in respect of any
transactions in Investments specified in such instruction which have not beenentered into.

8.5

You agree that we shall not be under any duty to disclose to you any fact orthing which comes to our notice in the course of acting in any capacity forany other person. Subject to applicable laws and regulations, we shall haveno obligation to provide you with information with respect to any of yourpositions.

APAC TOB April 2023

9

8.6

You agree that you shall be liable for all losses whether or not your Account(s)is/are liquidated and for any debts and deficiencies in your Account(s)including all debts and deficiencies resulting from a liquidation of yourAccount(s).

8.7

You shall immediately on demand provide sufficient funds to us to enable us
to discharge any liability incurred or to be incurred in connection with anytransactions effected or to be effected on your behalf pursuant to theseTerms of Business.

8.8

By reason of physical restraints and rapid changes of market prices, we may
not always be able to execute your orders in full or at prices designated byyou. You agree to be bound by such executions provided that we shall use
our reasonable endeavours to provide you with “best execution” to theextent not inconsistent with any Market Requirements.

8.9

In respect of any transaction entered into by you in connection with yourAccount and under which we have agreed on arrangements whereby
settlement may be made in a currency other than the Contractual Currency,
settlement in such other currency shall be calculated by reference to a rateof exchange determined by us in our sole discretion on the basis of the thenprevailing market rates of exchange between such other currency and theContractual Currency. You shall bear all costs, expenses and losses incurredby us in the event that you cease to continue such foreign exchange
arrangements regardless whether the cancellation is at your request or theunderlying transaction entered into by you is no longer valid. For the
avoidance of doubt, any loss (as determined in our absolute discretion by us)
incurred by us as a result of fluctuation in currency exchange rates shall beentirely for your account and risk. We may execute such foreign exchangetransactions through any member of CLSA Group or third party.

9.

Requirement for Delivery versus Payment

9.1

Unless we specifically agree otherwise, we require all transactions in
Investments to be effected on a delivery against payment basis. In theunlikely event that delivery and payment is not simultaneous, we are obliged
to treat your money in our possession in accordance with the applicable‘Client Money Rules’ for each market and Clause 10.

9.2

When dealing in Securities that are uncertificated, any settlement will beeffected using an electronic book transfer system. Investments in respect ofpurchases and sales conducted through us will be placed in a fungible
account prior to onward settlement.

10.

Client Money

10.1 Subject to any applicable Market Requirements, including applicable laws andregulations, we may deposit any cash balances in any of your Account(s)with any financial institution(s) as we shall think fit (including with any

APAC TOB April 2023

10

Affiliate of CLSA, provided that the terms of such deposit are no lessbeneficial than would have been offered by such institution to an
unconnected person of CLSA (or any such Affiliate of CLSA)).
10.2

You hereby acknowledge that, unless otherwise agreed in writing in ourabsolute discretion, you shall not be entitled to receive any interest on any
cash balances in any of your Account(s), on any such balances which you
may deposit with such financial institution(s) or on any sum held by us forand on your behalf for any reason whatsoever and all such interest shallbelong to us and be retained by us from time to time.

10.3

Unless otherwise instructed, we shall credit to your Account(s) the proceedsof any sale of Investments pursuant to these Terms of Business (less allamounts which we are entitled under these Terms of Business, or required
under applicable laws or regulations, to deduct from such proceeds).

11. Commission, fees, other charges and rebates or other benefits
11.1

We will charge you commissions, charges, fees, taxes, levies and so on in
respect of the Services as we may from time to time agree with you or which
are required by any Market Requirements.

11.2

Without prejudice to Clause 22.2, you shall reimburse us for all reasonable
costs, commissions, expenses, charges, fees and penalties incurred by us or
our agent(s) (including any bank, broker, investment adviser or financial orother institutions) for the provision of the Services to you. For the avoidanceof doubt, we may share such commissions or such other amounts with any
persons as we deem fit or may have soft commission agreements in place
for which we will not be required to account to you.

11.3

Any payment due from you will be payable promptly in freely transferable,cleared and immediately available funds without deduction (whether inrespect of set-off, counterclaim, taxation or otherwise). If you are obliged byany applicable law to make such deduction, you will pay us such amountwhich after deduction will ensure that the net amount actually received by
us will equal the full amount which would have been received if no deduction
had been made.

11.4

We may charge you interest on all amounts owing by you to us after as well
as before any judgment, at such rate as we may from time to time in ourabsolute discretion determine provided that we shall give you notice of any
change in such rate of interest as soon as reasonably practicable after suchchange becomes effective. Such interest shall be calculated on a daily basis
and a 365 day year and payable on the last day of each calendar month orupon our demand.

11.5 You hereby acknowledge and agree that any member of the CLSA Group shall,in its absolute discretion, be entitled to solicit, accept and retain directly or
indirectly any benefit in connection with any transaction (as the case may
be, including but not limited to foreign exchange transactions, fixed income

APAC TOB April 2023

11

transactions, equities transactions, etc.) effected with any person for you
including any remunerations, commissions, retrocession fees, benefit of
spread, rebates, monetary or other non-monetary advantages received inconnection therewith. The nature, amount and method of calculating these
remunerations, commissions, retrocession fees, benefit of spread, rebates,monetary or other non-monetary advantages may vary over time, dependingon the persons involved and/or investments and transactions carried out.
You also acknowledge and agree that any member of the CLSA Group shall,in its absolute discretion, be entitled to offer any benefit in connection withany transaction mentioned aforesaid effected with any person for you
including any benefit relating to the commissions or benefit of spread.
12.

Events of Default
Without prejudice to the other terms of these Terms of Business, we may in
our absolute discretion exercise one or more of our rights under Clauses
13.2 and 14 if at any time one or more of the following events (each an“Event of Default”) occurs:(a)you fail to make any payment when due or to make or take deliveryof any property when due;(b)

you fail to perform or meet any of your obligations under these Termsof Business including failure to provide margin(s) or variation
adjustment(s) when requested;(c)in the case of corporate clients, you or your holding companies (direct
or indirect) (collectively called “Your Group”) take any corporate
action or commence any legal proceedings for any member of YourGroup’s winding-up, dissolution, administration or re-organisation(whether by voluntary arrangement, scheme of arrangement orotherwise) or for the appointment of a liquidator, receiver,administrator, administrative receiver, custodian, trustee or similar
officer in relation to any member of Your Group or of any or all of
your revenues and assets;(d)in the case of individual clients or the partners in a partnership clients,a petition for bankruptcy is filed by or against you or in the event of
your death or judicial declaration of incompetence;(e)

you are unable to pay your debts as they fall due;(f)

any attachment is levied against your Account(s) with us;(g)any representation, warranty or statement made by or deemed madeor given by you under our Terms of Business was incorrect ormisleading in any material respect as at the time it was made or
given or deemed made or given;

APAC TOB April 2023

12

(h)

we consider it necessary or desirable to prevent what we believe
could be a breach of the Market Requirements or of good standard of
market practice;(i)no transactions were conducted, in respect of your Account(s) for aperiod in excess of two (2) years; or(j)

we consider it necessary or desirable for our own protection or an
event occurs which we reasonably believe might have a material
adverse effect on your ability to perform or comply with yourobligations hereunder.

13.

Termination

13.1

Either we or you may terminate the provision of Services under these Termsof Business on giving two Business Days written notice to the other party.

13.2

In addition, we may terminate the provision of Services under these Termsof Business at any time without prior notice to you upon an Event of Default
or in order to comply with any Market Requirements.

13.3

Termination of the provision of Services under this Clause 13 will take place
without prejudice to the completion of transactions already initiated between
us, nor will it prejudice or affect any of our rights and powers towards youthat are accrued prior to such termination. In particular, any warranties,
representations, undertakings and indemnities given by you and theprovisions of Clauses 4, 14, 15, 21, 22, 23 and 25 shall survive suchtermination.

14.

Consequences of an Event of Default or Termination

14.1

Unless we specify otherwise, termination pursuant to Clause 13 willautomatically constitute a termination date (the “Termination Date”).

14.2

Upon the occurrence of an Event of Default we may, but are not obliged to,
notify you of any day on which we will terminate all transactions.

14.3

Upon an Event of Default or on and from the Termination Date:(a)

we may decline to accept further instructions from you;(b)

we may close out all or any Futures/Options Contracts held on yourbehalf;(c)

we will not be obliged to make any further payments or deliveries
under any transactions which would otherwise have fallen due for
performance and such obligations will be satisfied by settlement

APAC TOB April 202313

(whether by payment, set-off or otherwise) of the amount calculated
in accordance with Clauses 14.3(d) and (e) below;(d)we will determine in respect of each transaction set out in Clause
14.3(c) above the total cost, loss or gain in such currency as specified
by us (including any loss of bargain, cost of funding, stock borrowing,
penalties or fines or other consequential costs) as a result of thetermination of each payment or delivery which would otherwise havebeen required to be made under each particular transaction;(e)

we will apply any balances in your account(s) towards discharging
your liabilities towards us;(f)

we will have the right, without notice to you, to combine orconsolidate all your Accounts and those of Your Affiliates; to convert
any sums of money into such currencies as we consider appropriate;
and to set off or transfer any monies, securities, Investments or otherproperty held for you or Your Affiliates in or towards satisfaction ofyour indebtedness, obligations (including margin maintenanceobligations) or liabilities (actual or contingent) towards us, ourcorrespondent broker(s), the Exchange(s), Clearing House(s), or
whatsoever in respect of your Investments;(g)

we will have the right to sell, realise or otherwise deal with all or anyof the monies, securities, Investments or other property held by any
member of the CLSA Group anywhere in your name or for youraccount and apply the proceeds in or towards satisfaction of youroutstanding liabilities (if any) towards CLSA, our correspondent
broker(s), the Exchange(s), Clearing House(s), or whatsoever inrespect of your Investments;(h)we will close all or any of your Account(s) with us;(i)for the period from the Termination Date until the date we remit any
credit balance to you in accordance with Clause 14.3(j) below, weshall be entitled to charge an administration fee of HK$250 per
month (or its equivalent in local currency) in connection with thetermination of the Services and closure of your Account(s); and(j)after that, we may send you remittance of any credit balances at yourlast known address by prepaid post.

15.

Security and Rights over Your Account(s)15.1

In this Clause references to "CLSA" shall include references to any memberof the CLSA Group.

15.2

At any time following an Event of Default or whilst a Potential Event of Default
has occurred and is continuing, CLSA may set off or transfer any sum

APAC TOB April 2023

14

standing to the credit of any one or more of your then existing Account(s)with CLSA or any other account or accounts opened and maintained by you
with any related or associated company of CLSA (wherever they may be) inor towards satisfaction of any of your indebtedness, obligations or liabilities
to CLSA on any other Account(s) or in any other respect whatsoever, whether
such indebtedness, obligations or liabilities be present or future, actual orcontingent, primary or collateral, several or joint, secured or unsecured, andwhere such combination, setoff or transfer requires the conversion of one
currency into another, such conversion shall be calculated at the spot rate ofexchange (as conclusively determined by you) prevailing in such foreignexchange market as you shall in your absolute discretion select on or about
the date of the combination, set-off or transfer.
15.3 Without prejudice and in addition to any general lien, right of set-off or similar
right to which CLSA may be entitled by law or otherwise under these Termsof Business, and at any time following an Event of Default or whilst a
Potential Event of Default has occurred and is continuing, you hereby
expressly grant to CLSA:

15.4

(a)

a general lien over all or any part of your interest in any funds(including without limitation, for the avoidance of doubt, any deposit
or margin payment), Securities, Commodities or other property heldby CLSA for any purpose or carried by CLSA in any account for you(either individually or jointly with others) or which may be in CLSA’spossession;(b)

the right to debit any of your Account(s) with CLSA with any amountand/or to sell or otherwise realise any such Securities, Commodities
and other property and to apply the proceeds of any such sale orrealisation from time to time held by CLSA and/or CLSA’s nominee inthe satisfaction of such fees, charges, expenses and liabilities(including of such sale or realisation). In enforcing our rights under
this Clause, CLSA shall have an absolute discretion to determine
which Securities, Commodities and other property are to be sold andwhich contracts are to be closed regardless of whether any otherperson is interested in or CLSA has made advances in connection withsuch Securities, Commodities or other property and irrespective of
the number of Account(s) you may carry with us;(c)the right at any time without notice to you to apply any assets heldby CLSA for your account in or towards the discharge of any amountdue from you to CLSA in any way in accordance with the terms ofthese Terms of Business; and(d)

CLSA shall be entitled at any time without notice to combine and/or
consolidate all or any of your Accounts.

For the avoidance of doubt, if a debit balance arises on any of your Accounts,
neither CLSA or any member of the CLSA Group shall be, nor shall any ofthem be deemed to be, obliged to make available or continue to make

APAC TOB April 2023

15

available any credit facilities. In particular, but without limitation, the factthat CLSA or any member of the CLSA Group permits a debit balance to ariseon an Account so debited shall not imply any obligation on the part of CLSA
or such member of the CLSA Group to advance monies or incur any obligation
on your behalf on any subsequent occasion, but without prejudice to yourobligations in respect of any debit balance which CLSA or a member of the
CLSA Group permits to arise.
16.

Representations and warranties
You will represent and warrant to us as of the date of each transaction that:(a)you have all necessary authority, powers, consents, licences andauthorisations and have taken all necessary action to enable you
lawfully to enter into and perform the obligations under our Terms ofBusiness and each transaction and to grant the security interests andpowers referred to in our Terms of Business;(b)

the persons entering into our Terms of Business and each transaction
on your behalf have been duly authorised by you to do so;(c)our Terms of Business, each transaction and the obligations createdunder them both are binding upon you and enforceable against you
in accordance with their terms and do not and will not violate theterms of any law, regulation, order, charge or agreement by which
you are bound or any Market Requirement;(d)no Event of Default or any event which may become an Event of
Default (a “Potential Event of Default”) has occurred and/or iscontinuing with respect to you;(e)

you are permitted under your constitution and any applicable Market
Requirements, and are financially able, to sustain any loss which may
result from any transaction;(f)

you own all Investments transferred to us or charged in our favour
by you and such Investments are free from any prior mortgage,
charge, lien or other encumbrance whatsoever and you will notfurther pledge or charge such Investments or grant any lien overthem while it is pledged or charged to us except with our prior writtenconsent;(g)

any information which you provide or have provided to us is accurate
and not misleading in any material respect; and(h)when it’s related to an ETF, (i) you are not restricted to (x) apply forcreation or redemption of such ETF units or (y) purchase or sell suchETF units, as provided in the relevant prospectus and any otherdocument in respect of such ETF (the “ETF Prospectus”) or asotherwise notified by the dealer or distributor of such ETF; and (ii)

APAC TOB April 2023

16

you have read the ETF Prospectus and understood the risks related
to investment in the ETF and you will not hold any of CLSA and its
Affiliates responsible for any information, representations (expressedor implied), disclosures or omissions of information in respect of the
ETF.

17.

Dealing as Principal

17.1

We may in our absolute discretion and, without prior disclosure to you,arrange for any transaction in Investments to be effected in whole or in partby the sale to, or purchase from, you of Investments by us or any memberof the CLSA Group, at about the same time as, or in concert or in conjunction
with the purchase from or sale to another customer of some or all of such
Investments. If we do, we may charge, or otherwise take remuneration fromboth clients and retain any profits, charges, benefits or other remunerationfor ourselves and will not be bound to account to you for the same or any
part thereof.

17.2 If you place an order or give an instruction in respect of Investments tradedin any Markets, you understand and agree that, unless otherwise notified toyou, CLSA may, acting as your agent, execute such orders with any memberof the CLSA Group who will act as principal. Such CLSA Group member will
execute such transactions on a back-to-back basis for its own benefit and on
an arms' length basis facing CLSA and other counterparty from whom such
CLSA Group member proposes to obtain or to whom such CLSA Group
member proposes to sell relevant Investments. You acknowledge that you
are fully aware of the inherent conflicts of interest when such CLSA Group
member assumes a principal position, and consent to the nature of thetransactions. You acknowledge and agree that such CLSA Group member
may make and maintain trading profit from these back-to-back transactions
concerning the Investments. You agree and confirm that such CLSA Group
member’s obligations of payment for and/or delivery of Investments sold orpurchased (as the case may be) are conditional upon, and only to the extent
that, delivery of Investments and/or payment for the Investments purchased
or sold by such CLSA Group member is actually received by such CLSA Group
member from the relevant counterparty. You acknowledge and agree thatthe settlement of sale or purchase of Investments may be delayed orcancelled due to any failure by the counterparty to deliver sufficient funds or
the relevant Investments to such CLSA Group member under the aforesaid
back-to-back transactions. You agree that in no event CLSA and such CLSA
Group member shall be liable for any losses or damages suffered or incurredby you resulting or arising from such failure to pay/deliver and/or delay inpayment/delivery (other than directly resulting or arising from CLSA's orsuch CLSA Group member’s fraud or gross negligence).

APAC TOB April 2023

17

18.

Conflicts of Interest

18.1 When we deal with or for you, we or another member of the CLSA Group may
at times have an interest, relationship or arrangement that could be material
and/or could give rise to a conflict of interest in relation to a transaction. In
such event, subject to any applicable laws, you consent that in the absenceof actual evidence of conflict and disadvantage to you, we may act in any
manner that we consider appropriate.
18.2

Subject to applicable Market Requirements, we or any connected person
may issue research reports and recommendations notwithstanding that wemay
be acquiring, disposing of or otherwise dealing with or holding Investments
which are the subject of the research reports or recommendations.

18.3

We are not obliged to disclose to you or take into consideration any fact,
matter or finding which comes to our notice or that of any Affiliate of CLSA
or any of their directors, officers, employees or agents in the course of acting
in any capacity for any other person.

19.

Fiduciary Duty
You acknowledge that you have sufficient knowledge and market expertiseto evaluate the risks attached to any transactions we may execute for you.
You also acknowledge that you shall rely exclusively on your own tax,
accounting and other financial advisers in determining whether to enter into,
terminate or take any action with respect to any transaction in respect ofInvestments or otherwise, or in assessing the merits, suitability, value or
effects of any such transaction. We do not give any warranty as to thesuitability of the Investments traded under the transactions nor do weassume any fiduciary duty to you.

20.

Force Majeure
We will not be liable to you for any loss or damage suffered by you, whicharises from the partial or non-performance of any of our obligations hereinor from any delay, error, interruption or failure in any correspondence orcommunication (including, without limitation, the delivery of confirmations
or transmission of orders), by reason of any event or cause beyond ourcontrol, including but not limited to any breakdown, malfunction or failureof transmission, telecommunications or computer facilities, industrial action,acts and regulations of any governmental or supra national bodies orauthorities or exchanges or clearing houses or settlement systems or the
failure of any third party for any reason to perform its obligations or any
change in the law or any official directive or policy, in the relevant market.

21.

Notices

APAC TOB April 2023

18

21.1

All notices, instructions and other communications (“Communications”)
from you to us will be sent to us at the address provided by us to you andmust be addressed for the attention of the “Compliance Officer”.

21.2

We will send any Communications to you at the address you have given tous. Communications may be delivered in person or sent by mail, facsimile,telex, cable, telegraph, email or other electronic means and Swift. You agree
to notify us in writing of any change to your notice details. In the event thatyou have not given us such an address, we will send any Communications toyour registered or principal office. In the case of any Account(s) held jointly,
Communications may be sent to any or all of the joint holders.

21.3

Any Communications will be deemed to have been given at the time ofdespatch in the case of delivery in person or sending by facsimile, telex,
cable, telegraph, email or other electronic means and Swift. If they aredispatched by prepaid post, a Communication will be deemed given on the
day following its posting for local mail or, in the case a recipient address ina country different from that in which the Communication is posted, theseventh day following its posting.

21.4

Subject to Clause 21.5, each Communication sent or despatched to you atyour last known address on our record will, in the absence of manifest error,
be conclusive and binding on you unless written notice is received by us tothe contrary within two Business Days of the date on which such document
was deemed to have been received.

21.5

Confirmations of the execution of orders placed with us, statements of yourAccount(s) and contract notes shall be conclusive and the details oftransactions set out therein shall be deemed to be accepted by you if not
objected to by you within 24 hours after their deemed delivery. You agree
that this provision is intended to give you the opportunity to amend incorrecttransaction records and does not grant you a right to terminate yourinstructions to us or to otherwise avoid your instructions to us otherwise thanin accordance with the Terms of Business.

22.

Liability and Indemnity

22.1

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 Terms of Business
whatsoever (including any transaction or where we have declined to enter
into a proposed transaction or by reason of any delay or change in market
conditions before a transaction is effected) unless arising directly from ouror their respective gross negligence or fraud. In no circumstances will wehave any liability for consequential or special damage.

22.2

You shall fully indemnify and hold harmless us and each member of the CLSA
Group and our directors, officers, employees and agents and those of eachmember of the CLSA Group in respect of any liabilities, losses, damages,

APAC TOB April 2023

19

claims, costs and/or expenses (other than loss of profit, loss of revenue orloss of business) which may be suffered or reasonably incurred by us directly
or indirectly arising out of or in connection with any purchase, sale or closing
out of Investments entered into by us as agent on your behalf, or otherwise
whatsoever or howsoever arising out of any action by us pursuant to ourTerms of Business unless arising directly from our or their respective grossnegligence or fraud.
22.3

Neither we nor any of member of the CLSA Group nor our directors, officers,
employees or agents will be liable for delays, errors, interruptions or failuresin any communication or correspondence (including without limitation, thedelivery of confirmations or transmission of orders) or for any other mattersin relation to a transaction due to the breakdown, unavailability, interruption,
error or failure of telephone, facsimile, or other electronic communicationlines or electronic system or other communication facilities or equipment
howsoever caused unless arising directly from our or their respective grossnegligence or fraud.

23.

Confidentiality

23.1

Information held by us relating to you (including personal data of yourdirectors, officers and employees), your Account(s), orders and transactions
will be kept confidential, but, subject to applicable laws and regulations, we
may provide such information to:(a)any of our other branches, or offices, or to any other member of the
CLSA Group, including their respective directors, officers, employees
and representatives;(b)

any agent, contractor or third party service provider who provides
administrative, telecommunications, computer or other services to us
in connection with the operation of our business;(c)any person who owes a duty of confidentiality to you, or who has
undertaken to keep such information confidential;(d)any financial institutions with which you have or propose to havedealings;(e)

any actual or proposed assignee of or participants or sub- participants
or transferees of, our rights in respect of you;(f)

any regulatory or judicial body as and when requested to do so; and(g)any third parties under compulsion of law or where the information isalready in the public domain (otherwise than as a result of a breachof our obligations hereunder) or where requested or permitted by you.

APAC TOB April 2023

20

23.2

Without prejudice to Clause 23.1, you hereby expressly agree that we may,
if requested by any Exchange or any other regulatory body (as applicable),
provide to such Exchange or such other regulatory body (as applicable)
including any central clearing organisation details of your Account(s), in
order to assist such Exchange and/or such other regulatory body with any
investigation or enquiry any of them is undertaking.

24.

Supplemental Agreement

24.1

You may be required by us to execute supplemental documentation before
opening or maintaining any account with us in relation to any margin and/or
credit facilities or any other matters in connection with Investment
transactions in any Markets or anywhere else, if we think fit. Suchsupplemental documentation shall form part of these Terms of Business upon
execution, and you shall for all purposes be bound by the terms andconditions of that documentation.

24.2

You acknowledge that transactions relating to Investments which are
executed in a particular Market will be subject to the Market Requirementsof that Market (which will not necessarily be the Market of the jurisdiction
where you are based) and in some cases will be governed by the laws of thejurisdiction of such Market, with the result that you may have a markedly
different level and type of protection in relation to those transactions ascompared to the level and type of protection afforded by the Markets of thejurisdiction in which you are based and/or familiar.

25.

General25.1

We and our directors and employees and the Affiliates of CLSA and theirdirectors and employees may trade on its/their own account.

25.2

Other than another member of the CLSA Group, a person who is not a party
to these Terms of Business has no right to enforce any of these Terms ofBusiness notwithstanding the provisions of any applicable laws or regulations.

25.3

Telephone conversations between you and any member of the CLSA Groupmay be recorded by either us or you without the use of any warning tone.
You agree and consent to such recording by us, and we agree and consent
to such recording by you, and you and we agree to the admissibility into
evidence of such recording in any legal or regulatory proceedings between
you and us. However, neither of us shall have any obligation to retain orpreserve any recordings so made.

25.4

You hereby authorise us to conduct a credit enquiry or check on you for the
purpose of ascertaining your financial situation and investment objectives.

25.5 These Terms of Business and the documents referred to herein constitute thewhole agreement between you and us relating to the subject matter of theseTerms of Business and supersede for all purposes all previous agreements

APAC TOB April 2023

21

or understandings (if any), whether oral or in writing, relating to that subject
matter.
25.6

We undertake with each other to notify the other if there are any materialchanges to our respective information including changes in our respective
contacts, authorised signatories, licensing status, services provided, charges
and commissions, margin maintenance requirements of your Investments(where applicable) and any material information about you and us.

25.7

You agree to do such things as are necessary or in our opinion desirable toratify or confirm anything done by us in the exercise of our rights and powers
under these Terms of Business.

25.8 You will not assign, charge or otherwise transfer or purport to assign, charge
or otherwise transfer your rights or obligations under these Terms ofBusiness without our prior written consent. We may transfer any right or
obligation under our Terms of Business to any member of the CLSA Groupor designated party without your consent.
25.9

If, at any time, any provision of our Terms of Business is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,neither the legality, validity or enforceability of the remaining provisions of
our Terms of Business nor the legality, validity or enforceability of suchprovision under the law of any other jurisdiction will in any way be affectedor impaired.

25.10 Time will be of the essence in respect of all of your obligations under ourTerms of Business (including any transaction).
25.11 Upon the occurrence of an Event of Default pursuant to any of Clauses 12(c),(d) or (f), you hereby irrevocably appoint us to be your attorney (with thepower to appoint a substitute or substitutes as we may in our absolute
discretion think fit) for you and in your name and on your behalf, and as
your act and deed or otherwise, to alter, add to, execute, seal, deliver andotherwise perfect any documents, deeds, assurances, agreements,
instruments and transfers, and do all and any acts and things which may bedeemed proper, necessary or desirable for the full exercise of all or any of
our authorities, rights and powers contained in these Terms of Business. You
hereby undertake to ratify and confirm everything that we, or our duly
appointed substitute or substitutes, shall lawfully do or purport to do or cause
to be done by virtue of the power of attorney granted under this Clause.
25.12 The rights and remedies provided in our Terms of Business are cumulativeand not exclusive of those provided by law. We will be under no obligation
to exercise any right or remedy either at all or in a manner or at a time
beneficial to you. No failure by us to exercise or delay by us in exercising
any of our rights under these Terms of Business or otherwise will operate asa waiver of those or any other rights or remedies. No single or partial
exercise of a right or remedy will prevent further exercise of that right orremedy or the exercise of another right or remedy.

APAC TOB April 2023

22

25.13 You certify that the Client Information or information concerning you in the
Application Form that we have asked you to complete prior to the openingof the Account(s) is complete, true and correct at the date of your Application
Form and you undertake to notify us in the event of any material change tothe information provided by you.. We are entitled to rely on such information
until we have received written notice from you of any changes thereto.
25.14 In the case of corporate clients, you certify that at a meeting of your directors
duly convened and held on a date prior to the date of your Application Format which a quorum was present and acting throughout, the resolutions, acopy of which has been delivered to us, were duly passed and are in full force
and effect and that the certificate at the end of the copy of those resolutions
is true and correct.
25.15

In the case of clients who are partnerships, you represent and warrant,
jointly and severally that the names of the partners appearing in the Client
Information or Application Form constitute a complete list of all the partners
in your partnership.

25.16 You will provide details of your local process agent in the Application Form(the “Process Agent”) and you authorise your Process Agent to receive on
your behalf all notices and communications relating to legal proceedings
involving you. In the absence of any such appointment by you, you hereby
request and authorise your local CLSA office to act as your process agent
and any service of legal process on this CLSA office shall constitute sufficient
service on you. You may go to www.clsa.com for details of CLSA offices inyour regions.
25.17 All rights, obligations and liabilities between you and us shall be governedby the laws of the jurisdiction specified in the Confirmation or by the laws of
the country of incorporation of the CLSA entity (or branch, where applicable)that you contracted with, as the case may be (the “Governing Jurisdiction”)
and you hereby submit to the non-exclusive jurisdiction of the courts of theGoverning Jurisdiction. The provisions of these Terms of Business shall be
continuous, shall cover individually and collectively all Accounts which you
may open or re-open with us, and shall enure to the benefit of and bind us,
our successors and assigns whether by merger consolidation or otherwise as
well as your heirs, executors, successors, personal representatives trustees
in bankruptcy and assigns.
25.18 You agree and acknowledge that the signature, execution or delivery of
document or written instrument arising from or in connection with any
Investment transactions or in respect of our Terms of Business or any
supplemental documentation or agreements in connection with our Terms ofBusiness, shall be deemed to include electronic signatures or the keeping ofrecords in electronic form, each of which shall be of the same legal effect,
validity, and/or enforceability as a manually executed signature with wet ink
in hard copy, as the case may be, to the extent and as permitted in theElectronic Transactions Ordinance (Cap. 553), the laws of Hong Kong or any

APAC TOB April 2023

23

similar applicable laws in the Governing Jurisdiction, as the case may be. For
purposes hereof, the “electronic signatures” includes but not limited to thescanned copy of the documents with manually executed signaturestransmitted via email, facsimile or other electronic transmission from you ora person duly authorized by you, digital signature, digital certificates issued
by a certificate authority, or utilization of the application published by CLSA.
25.19 If you have any queries in respect of our Terms of Business or any issues
relating to transactions with us, please contact the Compliance Officer ofyour local CLSA office or the Group Compliance Officer in Hong Kong.
- End -

AGENCY SCHEDULE to CLSA Asia-Pacific Terms of Business
1.

Application

1.1

The terms in this Schedule set out the basis on which we will provide theservices specified in our Terms of Business where you act as agent foranother party (an ”Underlying Principal”) provided you have disclosed thesame in accordance with Clause 3.6 of our Terms of Business and will apply
in addition to the Terms of Business. These supplemental terms will not apply
if you act for your own account.

1.2

Before placing any order on behalf of an Underlying Principal you will notify
us that you are acting as agent for that Underlying Principal. You will give us
the identity, address or account number and any other details relating to theUnderlying Principal that we may require to enable us to carry out credit andrisk assessments and complete money laundering due diligence.

1.3

You will enter into each transaction as agent for and on behalf of theUnderlying Principal in accordance with Clause 2 below. Unless we bothotherwise agree in writing, we will treat you as our customer/client.

2.

Accounts

2.1

We will open separate accounts for each Underlying Principal (an“Underlying Principal Account”). You undertake, as agent for the relevant
Underlying Principal, and on your own behalf, in respect of each instruction
given, to specify the Underlying Principal Account to which the relevant

APAC TOB April 2023

24

instruction relates. Until you specify an Underlying Principal Account you will
be liable in respect of the relevant transaction. You further undertake, as
agent for each Underlying Principal and on your own behalf, to notify us
immediately if any two or more Underlying Principal Accounts relate to thesame Underlying Principal as soon as possible but in any event before
settlement is due.
2.2

We will separately administer those Underlying Principal Accounts that wereasonably believe relate to different Underlying Principals. We will not
exercise any power to consolidate accounts or set off amounts owing
between Underlying Principal Accounts relating to different Underlying
Principals where you have identified to us the Underlying Principal for eachaccount. Where you have not identified to us the Underlying Principal and
we reasonably believe that accounts are held for different Underlying
Principals,
we may in our discretion choose whether or not to exercise any power toconsolidate accounts or set off amounts owing between such
Underlying Principal Accounts relating to such different Underlying Principal.

3.

Responsibility

3.1

You agree, as agent for the Underlying Principals and on your own behalf, tobe responsible for making any investment decisions with respect to each
Underlying Principal.

3.2

We do not accept any responsibility for assessing the merits or suitability ofa particular transaction entered into with you for and on behalf of an
Underlying Principal.

3.3

We will not be responsible for your compliance with or the Underlying
Principals' compliance with any laws or rules governing or affecting yourconduct or the conduct of any Underlying Principal or for your compliance or
any Underlying Principal's compliance with any laws or rules governing or
affecting the transactions.

4.

Representations and warranties

4.1

The representations and warranties in Clause 4.2 below replace therepresentations and warranties set out in Clause 16 of the Terms of Business.

4.2

As agent for each Underlying Principal and on your own behalf, you represent
and warrant to us as of the date these Terms of Business come into effectand as of the date of each transaction you enter into with us that:(a)

you and the Underlying Principal each have all necessary authority,
powers, consents, licences and authorisations and have taken allnecessary action to enable you lawfully to enter into and to grant the
security interests and perform the obligations set out in the Terms ofBusiness;

APAC TOB April 2023

25

(b)

the person(s) entering into the Terms of Business and eachtransaction pursuant thereto have been duly authorised to do so;(c)the Terms of Business and the obligations created thereunder arebinding upon and are enforceable against you and/or the Underlying
Principal (as applicable) and do not and will not breach the terms ofany law, regulation, Market Requirements, order, charge or
agreement by which you or the Underlying Principal is bound;(d)no Event of Default or Potential Event of Default has occurred and/or
is continuing with respect to you or the Underlying Principal;(e)each of you and the Underlying Principal is permitted under its
constitution and any applicable Market Requirements and isfinancially able to sustain any loss which may result from any
transaction;(f)

the relevant Underlying Principal owns all Investments transferred to
us or charged in our favour by you acting as agent for the Underlying
Principal and such Investments are free from any prior mortgage,
charge, lien or other encumbrance whatsoever and neither you acting
as agent for the relevant Underlying Principal, nor the Underlying
Principal itself, will further pledge or charge such Investments or
grant any lien over them while it is pledged or charged to us except
with our prior written consent;(g)

any information which you or your Underlying Principal provides or
has provided to us is accurate and not misleading in any material
respect;
you and the Underlying Principal each shall rely exclusively on youror the Underlying Principal’s own tax, accounting and other financial
advisers in determining whether to enter into, terminate or take any
actions with respect to any transactions in respect of any Investments
or otherwise, or in assessing the merits, suitability, value or effects
of any such transactions; and

(h)

(i)

when it’s related to an ETF, (i) you and the Underlying Principal are
not restricted to (x) apply for creation or redemption of such ETF
units or (y) purchase or sell such ETF units, as provided in therelevant prospectus and any other document in respect of such ETF(the “ETF Prospectus”) or as otherwise notified by the dealer or
distributor of such ETF; and (ii) you and the Underlying Principal haveread the ETF Prospectus and understood the risks related toinvestment in the ETF and you and the Underlying Principal will not
hold any of CLSA and its Affiliates responsible for any information,
representations (expressed or implied), disclosures or omissions of
information in respect of the ETF.

5.

Covenants

5.1

You, as agent for each Underlying Principal and on your own behalf, covenant
to us that you will:

APAC TOB April 2023

26

(a)

ensure at all times that you and the Underlying Principal obtain andcomply with the terms of and do all that is necessary to maintain in
full force and effect all authority, powers, consents, licences andauthorisations referred to above;(b)

promptly notify us of the occurrence of any Event of Default orPotential Event of Default with respect to yourself or the Underlying
Principal;(c)provide to us on request such information regarding your and theUnderlying Principal's financial or business affairs as we may
reasonably require to evidence the authority, powers, consents,
licenses and authorisations referred to above and/or your compliancewith the Market Requirements or your appointment as agent to theUnderlying Principal and any limitation on your appointment;(d)provide to us on request copies of the relevant sections of theUnderlying Principal's constitutional documents relating to its
capacity to enter into transactions and to appoint an agent to act on
its behalf and that any such extract will, to the best of your knowledge,
be true and accurate in all material respects and you will not omit orwithhold any information which would render the information so
supplied to be false or inaccurate in any material respect; and(e)execute as agent for the Underlying Principal where you are duly
authorised to do so, or, in each other case procure that theUnderlying Principal executes on our request all such transfers,
powers of attorney and other documents as we may require to vest
any assets or otherwise grant any security interest in us, our nominee,
a purchaser or transferee.

6.

Anti Money Laundering

6.1

You represent and warrant that you comply with and will at all times in the
future comply with any Market Requirements relating to money laundering.

6.2

If you are a regulated financial services institution in the European Union,
we will deal with you on the understanding that you comply with all EU
regulations relating to money laundering, that you will have obtained
evidence as to the identity of any Underlying Principal(s) for whom you act
as agent and will have recorded such evidence and that you will makeavailable on request any such evidence to us.

6.3

If you are a regulated financial services institution based or incorporated ina non-EU country which is a member of the Financial Action Task Force, wecannot deal with you unless you are subject to anti-money laundering
measures which include obtaining evidence as to the identity of any
Underlying Principal for whom you act as agent, maintaining records inaccordance with local regulations relating to money laundering and making
available on request any such evidence to us. If you are unable to do this,you need to notify us within 14 days and we reserve the right to cease todeal with you.

APAC TOB April 2023

27

7.

Events of Default

7.1 References to ”you” in the Terms of Business will be deemed to be references
to you acting on your own behalf and to each Underlying Principal.
7.2

If any Event of Default occurs in respect of you (as opposed to any Underlying
Principal), our rights will apply separately in respect of all Underlying
Principal Accounts where you have identified the Underlying Principal to us.
Where you have not identified to us the Underlying Principal but wereasonably believe that accounts are held for different Underlying Principals,
we may choose whether or not to exercise our rights separately in respectof such Underling Principal Accounts where any Event of Default occurs in
respect of you. If an Event of Default occurs in respect of an Underlying
Principal, our rights will be limited to the relevant Underlying Principal
Account(s).

8.

Indemnity

8.1

Notwithstanding that you may act as agent you undertake as principal toindemnify us in respect of any liabilities, costs, damages and losses incurredin relation to any transaction effected by you as agent on behalf of any
Underlying Principal.

- End -APAC TOB April 2023

28