CLSA SECURITIES DEALING SERVICES:
PHILIPPINES MARKET ANNEX
1.

Definitions and Interpretation

1.1

In this Securities Dealing Services: Philippines Market Annex, including theSchedule, capitalised terms have the meaning given to them in the “CLSA
Asia-Pacific Terms of Business” (the “Terms of Business”) and theSecurities Dealing Services Annex. In addition, the following capitalisedterms have the following meaning:“SEC” means the Philippine Securities and Exchange Commission.
“SRC” means the Securities Regulation Code of the Philippines.

1.2

This Securities Dealing Services: Philippine Market Annex is referred toherein as “this Annex”.

1.3

References in this Annex to “we”, “us” and “our” mean, unless the context
otherwise requires, CLSA and where the context requires will also include
any company in the CLSA Group, or persons connected with the CLSA
Group.

2.

Effect of Terms of Business; Amendment

2.1

This Annex shall apply to you if (a) you requested in your Application Formthat we provide you with Securities Dealing Services and requested thatsuch Securities Dealing Services be provided in respect of the Philippine
Market; or (b) we currently provide you with Securities Dealing Services inrespect of the Philippine Market.

2.2The terms and conditions set out in this Annex shall apply to all Securities
Dealing Services in the Philippine Market provided by us to you in addition
to, and supplemental to, the terms and conditions set out in the Terms ofBusiness and in the Securities Dealing Services Annex. Accordingly, theterms and conditions in this Annex are legally binding and take effect when
you signify your acceptance by placing an order for Securities in thePhilippine Market with us following your receipt of our Terms of Business,the Securities Dealing Services Annex and this Annex.

3.

Short Selling

3.1

Without limitation to your obligations under the Terms of Business and theSecurities Dealing Services Annex, for every transaction in Securities in thePhilippine Market, you will inform us if that trade is a short selling orderprior to or at time of the order. This shall include orders placed by oral orelectronic means, or in writing by fax or other means of transmission.

3.2

For every short selling order conducted through us, you confirm that you
will make proper arrangements to cover the trade settlement, and ifapplicable, that you have confirmation from your lender for the delivery ofthe trade. Prior to acceptance of any short sale order, we are required by
SRC rules to arrange to borrow the securities to make delivery by thesettlement date.

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3.3

You acknowledge that, in case of a short sale on an Exchange, we arerequired to effect the sale at a price higher than the last sale price or at
the price of the sale if and only if that price is above the next preceding
different sale price on such day.

3.4

In case the short sale has not resulted in delivery by us within thesettlement period, you acknowledge that we are required to close-out thetransaction by purchasing for cash or guaranteed delivery securities of likekind and quantity on the next business day after the settlement date.

3.5

Should we request, prior to accepting the order you will provide, in written
form by Bloomberg or means as otherwise agreed, relevant information
and assurances in relation to the short selling order which confirms to us
that you have the proper arrangements in place.

3.6

Without limiting your obligations to at all times comply with the MarketRequirements, you shall at all times comply with the provisions of the SRC(specifically SRC Rule 24.2-2) in relation to short selling.

4.

Securities Positions and Reporting Limits
The Securities Regulation Code of the Philippines has prescribed certain
disclosure requirements on securities that may be held or controlled by aperson and require a person holding or controlling a reportable position to
notify the SEC.
You may need to take legal advice regarding yourobligations thereunder. You acknowledge that it is your responsibility toobserve such position limits, to monitor your holdings and to make reports
where applicable.

5.

Risk Disclosure Statement
You have confirmed (whether in the Application Form or otherwise) thatyou acknowledge and confirm that the terms and conditions applicable tothe Services and the risk disclosure statements in the “Risk DisclosureStatement Schedule” to this Annex are and have been fully explained toyou in a language that you understand and that you have read andunderstood them.
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2Securities Dealing Services: Philippine Market AnnexRisk Disclosure Statement ScheduleThis Risk Disclosure Statement Schedule does not disclose all of the risks andother significant aspects of trading in securities. In light of the risks, you should
undertake such transactions only if you understand the nature of the contracts(and contractual relationships) into which you are entering and the extent of yourexposure to risk. You should carefully consider whether trading is appropriate foryou in light of your experience, objectives, financial resources and other relevant
circumstances. Please read this Schedule carefully, and ask questions and takeindependent advice as you consider appropriate.
Securities Risk Disclosure Statement
You acknowledge that the price of Securities can and does fluctuate,
sometimes dramatically, and that the price of any individual security may
experience downward movements, and may become valueless.
Youappreciate therefore that it is as likely that losses will be incurred rather thanprofit made as a result of buying and selling securities. This is a risk that you
are prepared to accept.

You acknowledge that there are risks in leaving Securities in our custody or in
authorising us to deposit securities as collateral for loans or advances madeby us or authorising us to borrow or loan Securities and you confirm that you
are prepared to accept such risk notwithstanding that in these circumstances
you face the risk of loss of such Securities.

You confirm that you understand the short selling requirements in thePhilippines and, in particular, that uncovered short selling on an exchange in
the Philippines is unlawful.

Electronic Communication and Trading System Risk Disclosure StatementYou understand that the electronic communication systems (including theinternet) may not be a reliable medium of communication due tounpredictable traffic congestion or other reasons and that such unreliability isbeyond our control. This may give rise to situations, including delays, intransmission and receipt of your instructions or other information, delays in
execution or execution of your instructions at prices different from thoseprevailing at the time your instructions were given, misunderstanding anderrors in any communication between you and us and so on. Whilst we willtake every possible step to safeguard our systems, client information,accounts and assets held for the benefit of our clients, you accept the risk of
conducting transactions via electronic communication systems.
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