CLSA SECURITIES DEALING SERVICES:HONG KONG MARKET ANNEX
1.

Definitions and Interpretation

1.1

In this Securities Dealing Services: Hong Kong Market Annex, including the
Schedule, capitalised terms have the meaning given to them in the “CLSA
Asia-Pacific Terms of Business” and the “Securities Dealing Services Annex”.
In addition, the following capitalised terms have the following meaning:“BCAN” shall bear the meaning as defined in paragraph 5.6 of the Code of
Conduct.
“BCAN-CID Mapping File” shall bear the meaning as defined in paragraph
5.6 of the Code of Conduct.
“CID” shall bear the meaning as defined in paragraph 5.6 of the Code of
Conduct.
“Code of Conduct” means the Code of Conduct for Persons Licensed by orRegistered with the Securities and Futures Commission.
“De-SPAC Target” means the target of a De-SPAC Transaction.
“De-SPAC Transaction” means an acquisition of, or a businesscombination with, a De-SPAC Target by a SPAC that results in the listing ofa Successor Company.
“GEM” means the growth enterprise market, the secondary board for
trading provided by SEHK.
“HKEX” means Hong Kong Exchange and Clearing Limited.
“IDR and OTCR” has the meaning ascribed to it in Clause 13.1 hereunder.
“Main Board” means the main board for trading provided by SEHK.
“Professional Investor Rules”(Professional Investor) Rules (Cap. 571D).

means Securities and Futures“Promoter Share” means a share of a separate class to SPAC Sharesissued by a SPAC exclusively to a SPAC Promoter at nominal consideration
as a financial incentive to establish and manage the SPAC.
“Promoter Warrant” means a warrant of a separate class to SPAC
Warrants issued by a SPAC exclusively to a SPAC Promoter.

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“SEHK” means The Stock Exchange of Hong Kong Limited.
“SFC” means The Securities and Futures Commission of Hong Kong.
“SFO” means the Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong).
“SPAC” means an issuer with, or seeking, a listing that has no operating
business and is established for the sole purpose of conducting a transaction
in respect of a business combination with a target, within a pre-defined time
period, to achieve the listing of the target.
“Successor Company” means the listed issuer resulting from thecompletion of a De-SPAC Transaction.
“SPAC Director” means a director of a SPAC.
“SPAC Eligible Investor” means Professional Investor as defined in Clause
9.1 below or other types of investors that are permitted or approved by the
SEHK and/or the SFC for trading the SPAC Shares and/or SPAC Warrants.
“SPAC Securities” means any SPAC Shares or SPAC Warrants.
“SPAC Share” means a share of a SPAC that is not a Promoter Share.
“SPAC Promoter” means a person who establishes and manages a SPAC.
“SPAC Warrant” means a warrant issued by a SPAC that is not a Promoter
Warrant.
1.2

This Securities Dealing Services: Hong Kong 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 Hong Kong
Market; or (b) we currently provide you with Securities Dealing Services inrespect of the Hong Kong Market; or (c) your account is opened with CLSA
Limited, a licensed corporation under the SFO licensed to carry on Type 1(dealing in securities), Type 4 (advising on securities) and Type 7 (providing
automated trading services) regulated activities (C.E Number AAB893) withregistered office at 18/F, One Pacific Place, 88 Queensway, Hong Kong.

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2.2

The terms and conditions set out in this Annex shall apply to all Securities
Dealing Services in the Hong Kong Market or through an account opened
with CLSA Limited, provided by us to you in addition to, and supplemental
to, the terms and conditions set out in the Terms of Business. Accordingly,
the terms and conditions in this Annex are legally binding and take effectwhen you signify your acceptance by placing an order for Securities in the
Hong Kong Market with us or through an account opened with CLSA Limited,following your receipt of our Terms of Business.

2.3

For the avoidance of doubt, the Terms of Business (including this Annex),
the Application Form, the Confirmation, as well as any contract notes, tradeconfirmations, statement of accounts and/ or receipts of transactions (eachdocument as amended and/or supplemented from time to time) constitutea legally binding contract and take effect when you signify your acceptanceby placing an order with us.

2.4

The English version of the Terms of Business shall prevail unless you haveconfirmed in writing to us that the Chinese version shall prevail.

3.

Short Selling

3.1

Without limitation to your obligations under the Terms of Business and the
Securities Dealing Services Annex, for every transaction in Securities in the
Hong Kong Market, or through an account opened with CLSA Limited, youwill inform us if that trade is a short selling order prior to or at time of theorder. This shall include orders placed by oral or electronic means (including,
without limitation, through Direct Market Access Services), or in writing by
fax or other means of transmission. In particular but without limiting thegenerality of the foregoing, when you place a short sell order through FIX
Protocol and check “No” in tag 114, such action on your part represents you
confirm that i) you have a presently exercisable and unconditional right tovest the Securities to which the order relates in the purchaser of such
Securities; and ii) where the Securities to which the order relates have beenborrowed to cover the sale, you have obtained confirmation from thelender(s) of such Securities that such lender(s) has / have such Securities
available to lend to you.

3.2

For every short selling order conducted through us, you confirm that you
will make proper arrangements to cover the trade settlement, and if
applicable, that you have confirmation from your lender for the delivery of
the trade.

3.3

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

3.4

Without limiting your obligations to at all times comply with the Market
Requirements, you shall at all times comply with the provisions of the SFO
in relation to short selling.

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4.

Compensation Fund

4.1

We have explained to you, and you understand and agree, that in the eventof a default committed by us causing you to suffer a pecuniary loss, yourright to compensation under the Investor Compensation Fund establishedunder the SFO will be restricted to the extent provided for therein. Therecan be no guarantee that your loss may be recouped from the Investor
Compensation Fund in full, or in part.

5.

Securities Positions and Reporting Limits

5.1

The Securities and Futures Commission of Hong Kong has prescribed certain
trading limits and disclosure requirements on securities that may be held orcontrolled by a person and require a person holding or controlling areportable position to notify the relevant Exchanges. You may need to takelegal advice regarding your obligations thereunder. You acknowledge that
it is your responsibility to observe such position limits, to monitor yourholdings and to make reports where applicable.

6.

Guaranteed Transactions

6.1

In the case we agree to provide guaranteed price arrangement, you
acknowledge that the prices at which transactions are executed for you willbe the guaranteed price figures for the reference period for the relevant
Securities displayed by Bloomberg or such other pricing source as we in our
discretion may decide.

6.2

You acknowledge that the guaranteed price reported to you on the relevant
confirmation may not be reflective of the actual trading level of the
Securities at any point during the trading day but rather it reflects anaverage price based upon the transactions effected during the reference
period.

6.3

CLSA reserves the right not to execute a guaranteed transaction at the closeof trading.

6.4

You acknowledge and agree that where CLSA executed a guaranteedtransaction (whether it is a guaranteed price trade or guaranteedbenchmark trade) on your behalf, any profits or losses that may arise on
the execution of such transaction may be retained by us without disclosure
to you, notwithstanding we are acting in the capacity as your agent.

7.

SFC Prescribed Terms for Options Business Traded on the Stock
Exchange of Hong Kong Limited

7.1

We do not provide services on options account unless otherwise agreed withyou in writing.

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8.

Risk Disclosure Statement

8.1
You have confirmed (whether in the Application Form or otherwise) that:(a) you acknowledge and confirm that the terms and conditions applicable to theServices and the risk disclosure statements in the “Risk Disclosure Statement
Schedule” to this Annex (or otherwise provided) have been provided to you in alanguage that you prefer and understand; and(b) you were invited to read the risk disclosure statements, to ask questions
and take independent advice if you wish.
9.

Professional Investors

9.1

For the purpose of Clause 9 and Clause 10, the following capitalised terms
shall have the meanings specified below:“Institutional Professional Investor” means a person falling under paragraphs(a) to (i) of the definition of “professional investor” in section 1 of Part 1 of
the SFO.
“Corporate Professional Investor” means a trust corporation, corporation or
partnership falling under sections 3(a), (c) and (d) of the Professional
Investor Rules.
“Experienced Corporate Professional Investor” has the meaning as given in
Clause 9.3.
“Individual Professional Investor” means an individual falling under section
3(b) of the Professional Investor Rules.
“Professional Investor” means an Institutional Professional Investor, aCorporate Professional Investor or an Individual Professional Investor.
9.2

In the event that we notify you that we will treat you as an Institutional
Professional Investor in respect of any relevant markets and products,
Clause 9.5 and Clause 9.6 herein below shall apply to you in respect of suchmarkets and products.

9.3

In the event that we notify you that we will treat you as a Corporate
Professional Investor and we are reasonably satisfied that you meet thecriteria set out in paragraph 15.3A(b) of the Code of Conduct in respect ofany relevant markets and products (an “Experienced Corporate
Professional Investor”), Clause 9.5 and Clause 9.6 herein below shallapply to you in respect of such markets and products.

9.4

In the event that we notify you that we will treat you as an Individual
Professional Investor or a Corporate Professional Investor (but not an
Experienced Corporate Professional Investor) in respect of any relevant

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markets and products, Clause 9.5 herein below shall apply to you in respectof such markets and products.
9.5

9.6

You agree and accept that, in providing the Services to you as a Professional
Investor, we are NOT obliged to take the following steps, which we would
otherwise be required to take if you were not a Professional Investor:(a)inform you about our business and the identity and status of ouremployees and others acting on our behalf;(b)confirm with you the essential features of each transaction that we
effect for you;(c)

provide to you documentation on the Nasdaq-Amex Pilot Program
before opening a securities trading account for you for dealing insecurities admitted to the Nasdaq-Amex Pilot Program; or(d)provide contract notes, regular statement of accounts and receipts
that are required under the Securities and Futures (Contract Notes,
Statements of Account and Receipts) Rules.

You agree and accept that, in providing the Services to you as an
Institutional Professional Investor or an Experienced Corporate Professional
Investor, we are NOT obliged to take the following steps, which we would
otherwise be required to take if you were not an Institutional Professional
Investor or an Experienced Corporate Professional Investor:(a)establish your financial situation, investment experience andinvestment objectives (except where we are providing to you advice
on corporate finance work);(b)ensure the suitability of any recommendation or solicitation we maketo you;(c)assess your knowledge of derivatives and characterize you based onyour knowledge of derivatives;(d)enter into any written agreements with you or provide to you risk
disclosure statements in relation to any relevant products andmarkets or our provision to you of any of our Services;(e)

disclose transaction related information as specified in paragraph
8.3A of the Code of Conduct; or(f)obtain from you an authority in a written form prior to effecting
transactions for you in the operation of discretionary accounts or to
explain such authority or confirm such authority on an annual basis.

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10.

Investors other than Institutional Professional Investors andExperienced Corporate Professional Investors

10.1

This Clause 10 shall apply if you fall under Clause 2.1(c) and are NOT an
Institutional Professional Investor or an Experienced Corporate Professional
Investor.

10.2

We undertake to notify you in the event of any material change to theinformation as contained in Clause 2.1(c), this Clause 10, the Application
Form or the Confirmation.

10.3

Notwithstanding any other provisions in the Terms of Business, and unlessotherwise agreed by us in writing, the services we shall provide to you shallbe limited to securities cash account and research.

10.4

We shall charge you commissions, charges, fees, taxes, levies and so on as
set out in the Terms of Business, contract notes, trade confirmations,statement of accounts and/ or receipts of transactions.

10.5

If we solicit the sale of or recommend any financial product to you, thefinancial product must be reasonably suitable for you having regard to yourfinancial situation, investment experience and investment objectives. No
other provision of the Terms of Business or any other document we may
ask you to sign and no statement we may ask you to make derogates fromthis clause.

10.6

In the event of any conflict with any other provision in the Terms of Business,this Clause 10 shall prevail.

11.

Third Party Rights under Hong Kong Law

11.1 No provision of these terms and conditions is enforceable under the Contracts(Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) by
a person who is not a party to these terms and conditions, other than by
the Affiliates of CLSA and their respective directors, shareholders, officers,
employees, representatives or agents. Any rights conferred on third parties
by these terms and conditions exclude the right to assign, and their consent
is not required to rescind or vary these terms and conditions.

12.

SPAC Securities Trading
You represent, warrant, undertake and acknowledge on a continuing basis,including without limitation on the first date that this Annex is effective andon each date that you place an order or give an instruction in respect of
SPAC Securities under this Annex, that(a)you will trade SPAC Securities only when you are, and in the case where
you are acting for the benefits or account or on behalf of another person or

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(b)

(c)
(d)

(e)

(f)

(g)

(h)
(i)

your underlying clients if you are an intermediary, each of you and suchother person and/or underlying client (collectively the “Other Persons”) isa SPAC Eligible Investor; in particular, where you are an intermediary, you
shall examine, verify and ensure your underlying clients are SPAC Eligible
Investor;in respect of any listed SPAC Shares or SPAC Warrants prior to thecompletion of a De-SPAC Transaction, you or the Other Person(s) are not
the following persons or their close associates, (i) SPAC Promoters, theirrespective directors and employees, (ii) SPAC Directors and/or (iii)
employees of the SPAC;
your investment in SPAC Securities does not violate any applicable laws,
regulations and rules of SFO, SFC and SEHK;
you shall familiarize yourself and comply with all the terms and conditions
governing the SPAC Securities set out in any prospectus and/or offering
document and/or the application form or any other relevant document inrespect of such SPAC Securities and you agree to be bound by such terms
and conditions in any such transaction you may have with us;
any trading in SPAC Securities will be subject to applicable trading andlisting rules and requirements of SEHK and you agree to comply with suchtrading and listing rules and requirements;
where, under the terms of SPAC Securities trading and listing rules andrequirements of SEHK, we receive notice from SEHK or SFC, requiring us tounwind settled positions with respect to SPAC Securities within three days(or such other time as specified by SFC or SEHK) of the settlement of therelevant position (“Mandatory-Unwind Notice”), we shall be entitled toissue a corresponding notice to you requesting you to unwind settled
positions with respect to SPAC Securities within three days (or such othertime as specified by SFC or SEHK) of the settlement of the relevant position(“Client Mandatory-Unwind Notice”) and you undertake to comply withany such Client Mandatory-Unwind Notice. You shall have similararrangements with the Other Person(s) enabling you to give notice to themto unwind settled positions with respect to SPAC Securities within three days(or such other time as specified by SFC or SEHK) of the settlement of therelevant position;
in relation to any Mandatory-Unwind Notice, you authorize us to sell or
arrange for the sale of such SPAC Securities on your behalf at such priceand on such terms as we may determine in our absolute discretion if you
fail to comply in a timely manner with a Client Mandatory-Unwind Notice,to the extent necessary to comply with SPAC Securities trading and listing
rules and requirements of SEHK. In addition to the above, you authorize us
to sell, transfer or carry out any other action in relation to SPAC Securities
owned by you if we are instructed to do so by SFC or SEHK or if we otherwise
determine in our absolute discretion that it is necessary or desirable to do
so in order to comply with any with SPAC Securities trading and listing rules
and requirements of SEHK;
there is a risk of prohibition from trading SPAC Securities and that yourinstructions to trade SPAC Securities may not be accepted;
you have complied with and will comply with the selling restrictions asprovided in the relevant prospectus/offering document of the SPAC
Securities;

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(j)

(k)

(l)

you fully understand the contents of the prospectus/offering documents of
the SPAC Securities and the risks relating to any of the Transactions (asdefined below) (including those relating to liquidity and volatility of SPAC
Securities) including but not limited to the risks set out in suchprospectus/offering documents and this document;
you are entering into the transactions of SPAC Securities (the “Transactions”)
at your sole judgment and responsibility, are capable of assuming thefinancial and other risks and losses of entering into any Transaction; andyou are capable of making and will make all the representations anddeclarations required to be made by a purchaser or holder of the SPAC
Securities under the terms of the SPAC Securities and theprospectus/offering documents of such SPAC Securities; and(m)you or the Other Peron(s) (when applicable) are purchasing the SPAC
Securities for investment purposes and not with a view to, or for resale inconnection with, any distribution or any disposition thereof.

13.

Express Consent

13.1 In addition to your consent given in respect of the processing of your personal
data (including personal data provided by you of any natural person (“datasubject”)) in connection with your Account(s) and our Services to you as
required by applicable laws and regulations including without limitation the
Circular relating to the Personal Data (Privacy) Ordinance of Hong Kong
available at https://www.clsa.com/terms-of-business/ and consents given
under the CLSA Asia-Pacific Terms of Business and the account opening form,
you further agree and consent to us that we and/or our Affiliates may collect,
store, process, use, disclose and transfer personal data relating to you
and/or data subject (including but not limited to your and data subject’s CID
and BCAN(s)) as required for us to provide securities trading and related
services falling under the scope of the investor identification regime attrading level for the securities market in Hong Kong and/or over-the-countersecurities transactions reporting regime for shares listed on the SEHK as
stipulated by the SFC and the SEHK (the “IDR and OTCR”), to be
implemented by SFC, SEHK and/or HKEX and to comply with the rules andrequirements of HKEX and/or SFC in effect from time to time (including but
not limited to the Code of Conduct”), including, without limitation, as follows:a) disclosing and transferring your and/or data subject’s personal data(including CID and BCAN(s)), directly or indirectly through another broker
or intermediaries, we may use in relation to the Services we provide to you(if any), to SEHK and/or the SFC in accordance with the rules andrequirements of SEHK and the SFC in effect from time to time;b) allowing SEHK to: (i) collect, store, process and use your and/or data
subject’s personal data (including CID and BCAN(s)) for market surveillance
and monitoring purposes and enforcement of the Rules of the exchange of
SEHK; and (ii) disclose and transfer such information to the relevant

HK Annex Version June 2023 9

regulators and law enforcement agencies in Hong Kong (including, but notlimited to, the SFC) so as to facilitate the performance of their statutoryfunctions with respect to the Hong Kong financial markets; and (iii) use suchinformation for conducting analysis for the purposes of market oversight;andc) allowing the SFC to: (i) collect, store, process and use your and/or data
subject’s personal data (including CID and BCAN(s)) for the performance of
its statutory functions including monitoring, surveillance and enforcement
functions with respect to the Hong Kong financial markets; and (ii) disclose
and transfer such information to relevant regulators and law enforcement
agencies in Hong Kong in accordance with applicable laws or regulatory
requirements;

13.2

You also acknowledge and agree that despite any subsequent purported
withdrawal of consent by you or any data subject, your and data subject’s
personal data may continue to be stored, processed, used, disclosed ortransferred for the above purposes after such purported withdrawal ofconsent. Failure to provide CLSA your and/or data subject’s personal dataor consent as described above may mean that we will not, or will no longer
be able to, as the case may be, carry out your trading instructions or provide
you with Securities related Services (other than to sell, transfer out or
withdraw your existing holdings of securities, if any).

13.3

You acknowledge and undertake to CLSA that, each data subject hasconsented to CLSA’s and/or its Affiliates’ collection, use, disclosure, sharing,
and/or processing of his/her personal data for the purposes statedhereunder.

14.

Representations, Warranties and Undertakings in connection with
the IDR and OTCR

14.1

Where you are a “relevant licensed or registered person” as defined underparagraph 5.6 of the Code of Conduct and (i) carry out proprietary trading,
and/or (ii) act as an agent for your “client”, as the case maybe, and give a
trading order or make a transaction falling under the scope of the IDR andOTCR, you agree and represent, warrant and undertake to CLSA, on acontinuing basis that you have complied with and will comply with theregulatory requirements of the IDR and OTCR all the time, including without
limitation, as follows:(a)

You have assigned a BCAN to your client(s) and have collected CID of yourclient(s) for submission to the SEHK. You have submitted your client’s CID
directly to the SEHK by way of inclusion in a BCAN-CID Mapping File.

(b)

Where you route securities order of your client(s) abroad to an overseas
broker, which in turn routes the order to CLSA, you shall transmit the BCAN
together with the securities order to such overseas broker and put in placearrangements with that overseas broker so that the securities order can be

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transmitted together with the BCAN to CLSA. You acknowledge that CLSA
is not responsible to verify if the order should carry a BCAN.
(c)

You shall provide CLSA with your CE number (being the unique identifierassigned by the SFC) and BCAN of your client(s) or a specific code asprescribed by SEHK (in the case of the aggregated order) or a specific code
as prescribed by SEHK (in case of the sell only orders of your clients who
have not expressly consented for the disclosure of any of their personal data
to SEHK and SFC in accordance with the applicable data protection laws andas per paragraph 5.6 of the Code of Conduct), as the case may be, forwhose account the transactions are effected. You represent and undertakethat when you provide such information to CLSA, you have obtained theexpress consent of your clients for the disclosure of any of their information(including their CID and BCAN) in accordance with the applicable dataprotection laws and as per paragraph 5.6 of the Code of Conduct.

(d)

If your client is acting as an intermediary for an underlying client(s), forwhom the transaction is effected, you confirms that: (i) you havearrangements in place with your client which entitles you to obtain yourclient’s CE number (being the unique identifier assigned by the SFC) andBCAN of their underlying client(s) or a specific code as prescribed by SEHK
(in the case of the aggregated order) or a specific code as prescribed by
SEHK (in case of the sell only orders of their underlying client(s) who havenot expressly consented for the disclosure of any of their personal data to
SEHK and SFC in accordance with the applicable data protection laws andas per paragraph 5.6 of the Code of Conduct), as the case may be, forwhose account the transaction is effected; and (ii) you have arrangementswith your client(s) obligating them to take express consents of theirunderlying client(s) for the disclosure of any of their information (including
CID and BCAN) in accordance with the applicable data protection laws andas per paragraph 5.6 of the Code of Conduct.

(e)

Where you are the originator of an executed aggregated order, you shallalso ensure that the BCAN of each client or joint account to which theunderlying orders relate are subsequently submitted to SEHK in accordancewith the SEHK’s requirements.

(f)

Where your client is acting as an intermediary for an underlying client(s)and is the originator of an executed order, you confirm that you havearrangement in place with your client obligating them to subsequently
submit BCAN to SEHK of underlying order of each of their client or joint
account in accordance with the SEHK requirements.

(g)

You have taken reasonable measures and have arrangements in place tosatisfy your obligations under paragraph 5.6(k) of the Code of Conduct.

(h)You shall provide the CID as per the requirements of the SFC and Code of
Conduct. Your CID and/or CID of your client(s) provided by you are true
and accurate and you shall promptly notify CLSA of any changes or updates
or errors related to such CIDs provided and shall promptly provide CLSA
with any updated or changed CID. Further, you confirm and undertake to

HK Annex Version June 2023 11

CLSA that BCAN provided by you is correct and you shall promptly notify
CLSA of any changes or updates or errors related to such BCAN provided
and shall, upon CLSA’s request, assist CLSA with verification andmaintenance of CID.
(i)

If your client is acting as an intermediary for an underlying client(s),for
whom the transaction is effected, you confirm that you have arrangements
in place with your client to obligate them to have reasonable measures andarrangements in place to satisfy their obligations under paragraph 5.6(k) of
the Code of Conduct and to have obtained representations, warranties andconsents from their clients as it consider appropriate to assist theirverification and maintenance of CID and/or BCAN and notify it of any
changes or updates or error related to the CID and/or BCAN provided andshall promptly provide to them of any updated or changed CID and/or BCAN.

(j)

You will fully cooperate with CLSA when CLSA conducts a refresher of the
CID exercise in the timeframe prescribed by the SFC’s Guidelines on
AntiMoney Laundering and Counter-Financing of Terrorism.

(k)

If you have any actual notice of a change in your client’s CID, you shallsubmit the updated BCAN-CID Mapping File to SEHK’s data repository assoon as practicable, rather than only when your client’s next trade is
executed. If your client is acting as an intermediary for an underlying
client(s), for whom the transaction is effected, you confirm that: (i) you
have arrangements in place with your client which requires it to, upon its
actual notice of a change in its client’s CID, submit the updated BCAN-CID
Mapping File to SEHK’s data repository as soon as practicable, rather than
only when the client’s next trade is executed.

(l)Where you are assigning a BCAN and preparing the BCAN-CID Mapping File,you confirm that, you have taken all reasonable steps to establish that theBCAN and CID which you submit to SEHK are accurate and kept-up-to-date.
You agree that CLSA may submit a BCAN-CID Mapping File to the datarepository on your behalf and will not alter the file before or upon submitting
the file to the data repository and CLSA will not be liable to you in respectof such submission.

(m)

You agree that you do not have to receive a pre-trade validation from SEHK
for your BCAN-CID Mapping File before you assign a BCAN to your client
and tag the BCAN to a securities order for that client.

(n)Where a BCAN needs to be changed after an order is executed, you agree
and undertake that you will file a notification to SEHK in accordance with itsprescribed forms and processes as soon as possible.

(o)

Where you are a non-Hong Kong based entity and places the order for
execution with CLSA acting as an agent on behalf of your clients located in
Hong Kong, you shall give prior notification to CLSA about such orders andtransmit the BCAN and CE number (being the unique identifier assigned by
the SFC to such Hong Kong client) received from such Hong Kong client
together with the securities order to CLSA and put in place arrangements

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with that Hong Kong client so that the securities order is transmitted
together with the BCAN and CE number to CLSA. You acknowledge that
CLSA is not responsible to verify if the order should carry a BCAN. You
represent and undertake that when you provide such information to CLSA,
you have obtained consent of such Hong Kong client for the disclosure of
any of their information (including their BCAN) in accordance with theapplicable data protection laws and disclosure to the SFC and HKEX.
14.2

When you place the orders for execution coming under the scope of the IDR
and OTCR, CLSA will treat you as the direct client and CLSA will assign a
BCAN number to you and tag such BCAN number to your order if CLSA pass
the trade to the SEHK for execution purpose. For clarity, if we receive anon-exchange order, which is already tagged with a BCAN, we shall not
assign and tag another BCAN to such order.
For the purpose of this Clause, the term “client” and “aggregated order”
shall bear the meanings as defined under paragraph 5.6 and 5.7 of the Codeof Conduct.

15.

Inter-Counter Transfer Settlement Request.

15.1

In the event you want to sell the stocks in another counter, and hence
receive the proceeds in respective currency of that counter, for example,
selling your existing HKD counter shares in the RMB counter and receive
the proceeds in RMB, you will need to transfer your HKD counter share into
RMB counter shares prior to settlement. If you require CLSA to perform theinter-counter transfer for you, you need to place your stock transfer
instructions with us via email notification to settlementsB@clsa.com or tosuch other email address as notified, on or before 18:00 Hong Kong timeon the business day prior to settlement date (SD-1), to ensure smoothsettlement process. In the event, we are unable to execute your intercounter transfer instructions due to reasons beyond our control, we will use
our reasonable efforts to notify you of such non-execution. We will not beliable for any loss or damage suffered or incurred by you whatsoever inconnection with our non-execution of your inter-counter transfer
instructions. Unless agreed by CLSA, CLSA will not support intra-day
interchange for settlement request between HKD and RMB counters forsettlement.

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Securities Dealing Services: Hong Kong Market Annex
Risk Disclosure Statement ScheduleThis Risk Disclosure Statement Schedule does not disclose all of the risks and othersignificant aspects of trading in securities, 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 the extent
of your exposure to risk. You should carefully consider whether trading isappropriate for you in light of your experience, objectives, financial resources andother relevant circumstances. Please read this Schedule carefully, and ask
questions and take independent 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. You appreciate therefore
that it is as likely that losses will be incurred rather than profit made as a resultof buying and selling securities. This is a risk that you are prepared to accept.

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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 made by
us or authorising us to borrow or loan Securities and you confirm that you areprepared to accept such risk notwithstanding that in these circumstances you
face the risk of loss of such Securities.

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You confirm that you understand the short selling requirements in Hong Kong
and, in particular, that uncovered short selling on Exchanges in Hong Kong 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 to unpredictabletraffic congestion or other reasons and that such unreliability is beyond ourcontrol. This may give rise to situations, including delays, in transmission andreceipt of your instructions or other information, delays in execution or
execution of your instructions at prices different from those prevailing at thetime your instructions were given, misunderstanding and errors in any
communication between you and us and so on. Whilst we will take 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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Electronic trading facilities (including, without limitation, the Direct Market
Access Services) are supported by computer-based component systems for theorder-routing, execution, matching, registration or clearing of trades. As withall facilities and systems, they are vulnerable to temporary disruption or failure.
You understand that your ability to recover certain losses may be subject to

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limits on liability imposed by the system provider, the market, the clearing
house and/or member or participant firms. Such limits may vary:
you understand that you should ask us for details in this respect.
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Trading on an electronic trading system (including, without limitation, throughthe Direct Market Access Services) may differ from trading on other electronic
trading systems. If you undertake transactions on an electronic trading system,
you understand that you will be exposed to risks associated with the system
including the failure of hardware and software. You understand that the resultof any system failure may be that your order is either not executed according
to your instructions or is not executed at all.

GEM Risk Disclosure Statement•

You understand that GEM has been established as a market designed toaccommodate companies to which a high investment risk may be attached. In
particular, you understand that companies may list on GEM with neither a trackrecord of profitability nor any obligation to forecast future profitability. You
appreciate that there may be risks arising out of the emerging nature ofcompanies listed on GEM and the business sectors or countries in which thecompanies operate.

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You are aware of the potential risks of investing in such companies andunderstand that you should make the decision to invest only after due andcareful consideration. You understand the greater risk profile and othercharacteristics of GEM mean that it is a market more suited to professional andother sophisticated investors.

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Given the emerging nature of companies listed on GEM, you understand there
is a risk that securities traded on GEM may be susceptible to higher market
volatility compared to securities traded on the Main Board and no assurance isgiven that there will be a liquid market in the securities traded on GEM.

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You further understand that current information on GEM stocks may only befound on the internet website operated by the Stock Exchange of Hong Kong(“SEHK”). Companies listed on GEM are not generally required to issue paidannouncements in gazetted newspapers. Accordingly, you acknowledge thatyou need to have access to up-to-date information on GEM-listed companies as
published on the GEM website.

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You acknowledge that this risk disclosure statement does not purport to disclose
all the risks and other significant aspects of GEM. You understand that you
should undertake your own research and study on the trading of securities on
GEM before commencing any trading activities.

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You understand that you should seek independent professional advice if you
are uncertain of or have not understood any aspect of this risk disclosurestatement or the nature and risks involved in trading of securities on GEM.

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You understand that the signing of this risk disclosure statement is mandatory
under the rules of the SEHK. You understand that we will not be able to effectyour instructions to deal in securities on GEM if this statement is not signed andacknowledged by you.

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You understand that we are required under the rules of the SEHK to ensure thatyou are provided with a signed copy of this risk disclosure statement.

NASDAQ-AMEX Pilot Program Risk Disclosure Statement
The securities under the Nasdaq-Amex Pilot Program (“PP”) are aimed at
sophisticated investors. You should consult us and become familiarised with
the PP before trading in the PP securities. You should be aware that the PP
securities are not regulated as a primary or secondary listing on the Main Board
or GEM.
Client Assets Received or Held Outside Hong Kong Risk DisclosureStatement
Client assets received or held by the licensed person or registered outside Hong
Kong are subject to the applicable laws and regulations of the relevant overseas
jurisdiction which may be different from the Securities and Futures Ordinance(Cap.571 of the Laws of Hong Kong) and the rules made thereunder.
Consequently, such client assets may not enjoy the same protection as that
conferred on client assets received or held in Hong Kong.
Margin Trading Risk Disclosure Statement
The risk of loss in financing a transaction by deposit of collateral is significant.
You understand that you may sustain losses in excess of your cash and anyother assets deposited as collateral with us. Market conditions may make it
impossible to execute contingent orders, such as “stop-loss” or “stop-limit”
orders. You understand that you may be called upon at short notice to makeadditional margin deposits or interest payments. If the required margindeposits or interest payments are not made within the prescribed time, youunderstand that your collateral may be liquidated without your consent.
Moreover, you will remain liable for any resulting deficit in your account andinterest charged on your account. You understand therefore that you shouldcarefully consider whether such a financing arrangement is suitable in light ofyour own financial position and investment objectives.
Providing an Authority to Hold Mail or to Direct Mail to Third Parties Risk
Disclosure Statement
If you provide us with an authority to hold mail or to direct mail to third parties,
you understand that it is important for you to promptly collect in person allcontract notes and statements of your account and review them in detail toensure that any anomalies or mistakes can be detected in a timely fashion.

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Providing an Authority to Repledge Your Securities Collateral etc. Risk
Disclosure Statement•

There is risk if you provide us with an authority that allows us to apply yoursecurities or securities collateral pursuant to a securities borrowing and lending
agreement, repledge your securities collateral for financial accommodation or
deposit your securities collateral as collateral for the discharge and satisfactionof our settlement obligations and liabilities.

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If your securities or securities collateral are received or held by us in Hong Kong,
the above arrangement is allowed only if you consent in writing. Moreover,unless you are a professional investor, your authority must specify the period
for which it is current and be limited to not more than 12 months. If you area professional investor, these restrictions do not apply. You may revoke yourauthority at any time on giving 30 days prior written notice to us.

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Additionally, your authority may be deemed to be renewed (i.e. without yourwritten consent) if we issue to you a reminder at least 14 days prior to the
expiry of the authority, and you do not object to such deemed renewal before
the expiry date of your then existing authority.

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You are not required by any law to sign these authorities. But an authority may
be required by us, for example to facilitate margin lending to you or to allow
your securities or securities collateral to be lent to or deposited as collateralwith third parties. We should explain to you the purpose for which one of theseauthorities is to be used.

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If you sign one of these authorities and your securities or securities collateral
are lent to or deposited with third parties, those third parties will have a lien or
charge on your securities or securities collateral. Although we are responsible
to you for securities or securities collateral lent or deposited under yourauthority, a default by us could result in the loss of your securities or securities
collateral.

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A cash account not involving securities borrowing and lending is available frommost licensed or registered persons. If you do not require margin facilities or
do not wish your securities or securities collateral to be lent or pledged, youunderstand that you should not sign the above authorities and ask to open thistype of cash account.

SPAC Securities Risk Disclosure Statement
Investment in SPAC Securities is exposed to various risks, including but not limited
to, those stated in the relevant prospectus or offering documents of the SPAC
Securities and the risks listed below. Below and those included in the relevant
prospectus or offering documents of the SPAC Securities are not an exhaustive listof risks. You should read these risk factors carefully and understand the risks ofinvestment in SPAC Securities before making an investment decision.

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Risk of Price Volatility. As a SPAC has no operations, it is unable to report
performance factors (e.g. revenue, profit / loss and cash flow) that investors
would normally rely upon to determine the value of its shares. The share priceof a SPAC is therefore likely to be driven by speculation and rumour instead,particularly with regards to the potential outcome of the SPAC’s efforts to finda suitable De-SPAC Target.
Risk of Market Manipulation. Sensitivity of a SPAC’s share price to rumour
makes them relatively more susceptible to share price manipulation. This could
be attempted, for example, by fraudsters deliberately spreading rumours of aforthcoming De-SPAC Transaction to raise the value of their shareholdings to alevel at which it is advantageous for them to sell.
Risk of Insider Dealing. For SPACs, inside information may arise in several
circumstances but particularly in relation to the negotiations with a possible
DeSPAC Target. Any movement in a SPAC’s share price following theannouncement of a De-SPAC agreement would be solely the result of thatannouncement. This means that someone in possession of inside information
regarding such a transaction prior to its announcement would have greatercertainty of making a gain from insider dealing than he would have if he wascontemplating doing so in the shares of an ordinary listed issuer negotiating an
identical acquisition. Consequently, the probability of insider dealing occurringin a listed SPAC would be higher than for an ordinary listed issuer.
Risk of Mandatory-Unwind. You acknowledge that as a result of implementinga Client Mandatory-Unwind Notice (as mentioned in Clause 12 (f) and (g)) you
can suffer heavy losses on your investment in SPAC Securities.
SPAC Warrant Risk. The terms of SPAC Warrants may vary greatly acrossdifferent SPACs and it is important to understand the terms when investing. To
learn more about the specific terms of the SPAC Warrants, investors should
review the prospectus or other offering documents of the particular SPAC A
SPAC Warrant provides the holder with the right to purchase a SPAC Share (ora fraction of a SPAC Share) at a set exercise price at a set time. SPAC Warrants
are typically exercisable on the later of 30 days after the completion of a
DeSPAC Transaction or 12 months from the SPAC IPO closing or as mention in
the SPAC prospectus or listing document or any other applicable document;
therefore, the holder of a SPAC Warrant will not be able to get the SPAC Shares
before such exercise date. In addition, if an investor misses the notice ofredemption and fail to exercise within the given period, the SPAC Warrants heldby the investor can become essentially worthless. Further, there may be somecircumstances where SPAC Warrants can be forced to be exercised early andthe SPAC may redeem those warrants for essentially nothing and the SPAC
Warrant holders may get nothing.
Additional Risk of Volatility of Warrants. SPAC Warrants prior to De-SPAC
Transaction may experience higher price volatility soon after a SPAC is listed
and this price volatility gradually may increase as the deadline for a De-SPAC
Transaction approaches. If a SPAC is liquidated, investors will receive a pro rata
amount of the funds held in the SPAC’s trust account and their SPAC Warrants
will become worthless.
Dilution Risk. An investor may be at greater risk of dilution of their economic
interest in a SPAC compared to an investment in a traditional IPO.
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