Exhibit 10.19 


G.
H. FINANCIAL S (HONG KONG) LIMITED 港匯金融(香港)有限公司


TERMS
OF BUSINESS FOR EXCHANGE TRADED FUTURES AND OPTIONS BUSINESS


THESE
TERMS OF BUSINESS, together with any Annexes or Modules or Schedule(s) or other accompanying documents (as amended from time to
time) (this “Agreement”) sets out the terms of the contract between us and is made on [Date] October 10, 2018


BETWEEN:


		(1)	G.
                                         H. FINANCIALS (HONG KONG) LIMITED 港匯金融(香港)有限公司
                                         (“GHF HK”), a private limited company incorporated under the laws of
                                         Hong Kong whose place of business is Suite 2007, 20/F, The Center, 99 Queen’s Road
                                         Central, Central, Hong Kong (“GHF HK” or “we”); and



		(2)	LION
                                         BROKERS LIMITED (the “Client” or “you”)



		1.	GENERAL
                                         INFORMATION



GHF
HK is licensed by the Securities and Futures Commission of Hong Kong (the “SFC”) under Central Entity (‘‘CE”)
number BBU921 to carry on the regulated activity of dealing in futures contracts (Type 2). GHF HK is subject to the licensing
condition to deal with “professional investors” (as de fined in the Securities and Futures Ordinance (Cap. 571 of
the laws of Hong Kong) (the “SFO”) and its subsidiary legislation) (“Professional Investors”) only. GHF
HK is also an exchange participant under the category of Futures Commission Merchant on the Hong Kong Futures Exchange Limited
and a clearing participant of HKFE Clearing Corporation Limited.


GHF
HK will provide you with the services agreed between us under this Agreement (the “Services”), including but not limited
to order routing and broking and facilitating or arranging the execution, clearing and settlement services in relation to Transactions
pursuant to your business with us, subject to the terms set out in this Agreement. GHF HK shall have the right to arrange for
any part of or all of the Services to be provided by or effected with or through its Associates or any other independent third
parties at its absolute discretion.


GHF
HK may execute orders and provide clearing and settlement services in relation to Transactions on the HKFE to the extent it is
registered as an exchange participant of HKFE or is otherwise authorised or permitted under Applicable Laws and Regulations to
do so. Additional terms and conditions as set out in Schedule 1 will apply in respect of Transactions carried out by GHF HK as
an exchange participant of the HKFE.


This
Agreement sets out the basis on which we will provide these Services to you. This Agreement governs each Transaction entered into
on or after this Agreement takes effect. Subject to Applicable laws and Regulations and this Agreement, there shall be no restrictions
on the Transactions in respect of which we may deal with you.


The
language of communication with us shall be English and you will receive documents and other information from us in English, unless
otherwise agreed by GHF HK.



    	 	1	 



    	 	 	 



    

 


		2.	CAPACITY



GHF
HK acts as principal and not as agent on your behalf. We shall treat you as a Professional Investor for the purposes of the SFO
and its subsidiary legislation. You have the right to request a different client categorisation. However, GHF HK could not agree
to such a request because it is subject to a licensing condition that it shall only deal with Professional Investors. You acknowledge
and agree to be so treated every time you enter into a Transaction with us or when we provide a Service to you.


GHF
HK is obliged to comply with the requirement s set out in the Hong Kong Code of Conduct for Persons Licensed by or Registered
with the Securities and Futures Commission (the “SFC Code of Conduct”) when providing certain Services to you. However,
the SFC Code of Conduct provides that certain requirements may be waived in respect of a client which is treated as a Professional
Investor. As a result of this categorisation, we would not be required to comply with certain requirements or provide certain
protections which will otherwise be available to you under the SFC Code of Conduct as more particularly set out in Schedule 2.
You agree and acknowledge that you are responsible for keeping us informed immediately about any change that could affect your
categorisation as a Professional Investor. You act as principal and not as agent (or trustee) on behalf of someone else. GHF HK
assumes no greater responsibility or fiduciary duty than that imposed by the Applicable Laws and Regulations or the express terms
of this Agreement.


		3.	COMMENCEMENT



This
Agreement supersedes any previous agreement between you and us on the same subject matter and takes effect when you enter into
further Transactions or otherwise signify acceptance of this Agreement (whichever occurs earlier). This Agreement shall apply
to all Transactions contemplated under this Agreement. 






    	 	2	 



    	 	 	 



    

 


		4.	APPLICABLE
                                         LAWS AND REGULATIONS AND MARKET REQUIREMENTS



The
Client acknowledges that GHF HK shall be required to comply with Applicable Laws and Regulations in entering into or performing
obligations under this Agreement and any Transaction governed by this Agreement. The Client will use all reasonable steps to comply
with all relevant Applicable Laws and Regulations in relation to this Agreement and any Transaction.


The
Client also acknowledges that Transact ions executed on different Markets and exchanges will be subject to the relevant applicable
laws and/or regulations which may offer varying level and type of protection.


Moreover,
(i) to the extent that there is any conflict between this Agreement and any Applicable Laws and Regulations, the latter will prevail;
(ii) nothing in this Agreement shall exclude or restrict any obligation which we have to you under Applicable Laws and Regulations;
(iii) we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Laws and Regulations;
(iv) all Applicable Laws and Regulations and whatever we do or fail to do in order to comply with them will be binding on you;
and (v) such actions that we take or fail to take for the purpose of compliance with any Applicable Laws and Regulations shall
not render us or any of our directors, officers, employees or agents liable. For the avoidance of doubt, nothing in this clause
or any other part of this Agreement is intended to incorporate any Applicable Laws and Regulations into this Agreement except
insofar as required by law or by such Applicable Laws and Regulations.


If
a Market (or intermediate broker or agent, acting at the direction of, or as a result of action taken by, a Market) or regulatory
body takes any act ion which affects a Transaction, then we may take any action which we, in our reasonable discretion, consider
desirable to correspond with such action or to mitigate any loss incurred as a result of such action. Any such action shall be
binding on you. If a Market or regulatory body (including but not limited to the SFC) makes an enquiry in respect of any of your
Transactions, you agree to co-operate with us and to promptly supply information requested in connection with the enquiry.


Under
Applicable Laws and Regulations, we may be obliged to make information about certain Transactions public and you hereby consent
to waive any duty of confidentiality attaching to such information. You confirm that such waivers are valid and binding under
the applicable laws and regulations in your jurisdiction.


Without
limiting the generality of the above, where the Transactions involve future s contracts listed or traded on the HKFE or derivatives
of such instruments, you shall immediately (and in any event within two business days) on request provide the SFC and/or the HKFE
(as the case may be) of such information as required under the SFC Code of Conduct or the Rules issued by the SFC and/or the HKFE
from time to time.


To
the extent that there is any conflict between the English version of this Agreement and the versions in other languages, the former
will prevail.


 



    	 	3	 



    	 	 	 



    




		5.	CHARGES



You
shall pay our charges in respect of the Services provided as agreed with you from time to time, any taxes imposed by any competent
authority on any account opened or Transaction effected by or cleared for you, any fees or other charges imposed by a Market or
any clearing organization, interest on any amount due to us at the rates then charged by us (and which are available on request)
and any other value added or other applicable taxes of any of the foregoing, including any withholding tax. You should be aware
of the possibility that other taxes or costs may exist that are not paid through or imposed by us.


You
also agree to pay:


		(a)	the
                                         amount of any trading loss that may result from any Transactions executed or cleared
                                         by us with, for, on behalf of you or as a result of instructions received from you;



		(b)	interest
                                         and service charges on any debit balances your account with us at the rates as agreed
                                         from time to time by us, together with our costs and reasonable legal fees incurred in
                                         collecting any such deficit; and



		(c)	the
                                         amount of any currency conversions that may result from any Transaction at such reasonable
                                         rate of exchange as we may determine in our sole discretion. We shall be entitled to
                                         charge and retain for our own account any differences on the exchange rates for arranging
                                         such currency conversion.



We
are entitled to at our sole discretion (but shall not in any circumstances be obliged to) convert:


		I.	any
                                         realized gains, losses, option premium, commissions, interest charges and brokerage fees
                                         which arise in a currency other than your base currency (i.e. the currency in which your
                                         account is denominated) to your base currency;



		II.	any
                                         cash currency deposit to another cash currency deposit for the purpose of purchasing
                                         an asset denominated in a currency other than your base currency; and



		III.	any
                                         monies held by us for you into such other currency as we consider necessary or desirable
                                         to cover your obligations and liabilities in that currency.







    	 	4	 



    	 	 	 



    

 


You
also agree that we shall not be liable to:


		(d)	pay
                                         any interest to you on any credit balance in any account or on any other sum held by
                                         us and you agree that such interest (if any) derived from such sums shall be retained
                                         by us for our own benefit. In this connection, you formally confirm that the client money
                                         will be held in an account on a commingled basis with our other customers and accordingly,
                                         it would not be practicable for us to account for and pay over the same to you and as
                                         a result such entitlement to interest on such money shall be waived in favor of us;
                                         or



		(e)	on
                                         the same basis and for the same reasoning as in (a) above, account to you for any interest
                                         received by us on such sums or in connection with any Transaction.



Where
we in our sole discretion agree to pay you interest, it will be computed at the rates as agreed from time to time by us.


We
may vary such interest rates and/or thresholds for interest calculation without notice when changes are to the client’s
advantage, or the changes are due to external circumstances beyond our control. Such circumstances are:


		I.	changes
                                         in the monetary or credit policies domestic or abroad that affect the general interest
                                         level in a way that is of importance to us;



		II.	other
                                         developments in the general interest level, including in the money and bond markets,
                                         in a way that is of importance to us; and



		III.	changes
                                         in the relationship with our counterparties, which affect our cost structures.



To
the extent permitted by Applicable Laws and Regulations, we may receive remuneration, commission or rebates from, or share charges
with, an Associate or other third party in connection with Transactions carried out on your behalf. Details of such remuneration
or sharing arrangements will be disclosed to you where required by the Applicable Laws and Regulations or upon request.






    	 	5	 



    	 	 	 



    

 


		6.	INSTRUCTIONS



Authorised
Persons: You shall provide us with a list of the officers, employees or agents who are authorised, either alone or with others,
to act on your behalf in the giving of instructions and performance of any other acts under this Agreement together with specimens
of their signatures if written instructions are to be given (each, an “Authorised Person”). We shall be entitled to
rely upon the continued authority of such person for those purposes until we receive notice from you to the contrary and we shall
execute orders that appear on their face to have originated from you/an Authorised Person without the need for further enquiries
on our part as to their origin. Any communications purporting to limit your or an Authorised Person’s authority will not
be accepted and will not be binding on us.


Cancellation
of instructions: We can only cancel your Instructions if we have not acted upon those instructions. You may only withdraw or amend
your instructions with our consent.


		7.	PAYMENTS



All
payments to us under this Agreement shall be made in same day funds in such currency as we may from time to time specify to the
bank account designated by us for such purposes. All such payments shall be made by you without any deduction or withholding.
Such payments may be made, at our option, by deduction from funds held by us on your behalf. If you are obliged by law to make
such deduction or withholding, you shall pay us such greater amount which after deduction or withholding shall ensure that the
net amount actually received by us will equal the amount which we would have received had no such deduction or withholding been
required.


		8.	ORDER
                                         EXECUTION



We
shall use our reasonable endeavours to execute any order promptly. We do not represent or warrant that it will be possible to
execute such order. We shall carry out an order on your behalf only when the relevant Market is open for dealings, and we shall
deaf with any instructions received outside Market hours as soon as possible when that relevant Market is next open for business.
You agree that we may execute an order on your behalf outside a Market. You confirm that you have read and agree to our order
execution policy which will not however apply where you give us a specific instruction. The placing of orders by you shall constitute
consent to our order execution policy in effect from time to time. We will notify you of any material changes to our order execution
policy, but it is your responsibility to check for any other changes with us.


For
the avoidance of doubt, you acknowledge that we may, subject to the provisions of the SFO and the Applicable Laws and Regulations,
take an opposite position to your order in relation to an y exchange traded Transactions, whether on our own account (if applicable)
or for the account of our Associates or other clients, provided that such trade is executed competitively on or through the facilities
of HKFE in accordance with its rules or the facilities of any other exchange in accordance with the rules and regulations of such
other exchange.






    	 	6	 



    	 	 	 



    

 


		9.	RIGHT
                                         TO REFUSE ORDERS



We
shall be under no obligation to accept instructions to enter into a Transaction. We may, at our absolute discretion, decline to
enter into a proposed Transaction and we shall not be obliged to give a reason for such refusal. We shall endeavour to promptly
notify you accordingly.


		10.	CONTROL
                                         OF AND RESTRICTIONS ON ORDERS



We
have the right, at our absolute discretion, to set limits and/or parameters to control your ability to place orders. Such limits
may be amended, removed or added to by us at our absolute discretion and may include (without limitation): (i) controls over maximum
order amounts and maximum order sizes; (ii) controls over our total exposure to you; (iii) controls over prices at which orders
may be submitted; or (iv) any other controls or limits which we may be required to implement in accordance with Applicable Laws
and Regulations. Moreover, you acknowledge that some Markets place restrictions on the types of orders that can be directly transmitted
to their electronic trading systems and the transmission of such orders to the Market is dependent upon the accurate and timely
receipt of prices or quotes from the relevant Market or market data provider. You acknowledge that a Market may cancel such an
order when upgrading its systems, trading screens may drop the record of such an order, and you enter such orders at your own
risk.


		11.	NO
                                         ADVICE



We
will not advise you about the merits of a particular Transaction and will only accept your order on an execution-only basis, unless
otherwise agreed by us.


		12.	RIGHT
                                         TO RETAIN THE CLIENT’S FUNDS



Your
attention is drawn to the fact that we reserve the right to retain, or make deductions from, amounts which we owe to you or are
holding for you in respect of our charges and by way of interest in accordance with the terms of this Agreement or other agreements
agreed by us relating to exchange traded futures and options business.


We
may set off any and all liabilities owing to you by us, wherever located, against all liabilities owing by you to us, whether
or not the respective liabilities are in different currencies in relation to this Agreement or other agreements agreed by us relating
to Transactions pursuant to your business with us, including in respect of exchange traded futures and options business.






    	 	7	 



    	 	 	 



    

 


		13.	MARGINING
                                         ARRANGEMENTS



Initial
Margin call: You agree to transfer to us on demand such sums by way of margin as we specify from time to time being at least
the amounts required from time to time under the Rules of an relevant Market if applicable) on present, future or contemplated
Transactions under this Agreement “Initial Margin”. For the avoidance of doubt the Initial Margin shall include such
sums transferred to us from you at any time for existing as well as new positions whether or not an increase is required under
the Rules of an relevant Market and an additional amounts from you (as margin) as agreed between us from time to time.


Form
of Initial Margin: Unless otherwise agreed Initial Margin must be paid in cash. The currency of the cash Initial
Margin you pay to us shall be the currency of the relevant underlying Transaction (if applicable), although we may in our discretion
decide to accept payments of Initial Margin in cash in other currencies from time to time.


Clean
title: You agree that all right, title and interest in and to any Initial Margin in cash which you transfer to us shall vest
in us free and clear of any security interest, lien, claims, charges, encumbrance or other restriction. Notwithstanding the name
of any account opened by us in respect of our relationship with you or the use of terms such as “margin” or “collateral”
which are used to reflect terminology used in the market for such transactions, nothing in these provisions is intended to create
or does create any mortgage, charge, lien, pledge, encumbrance or other security interest in any Initial Margin transferred hereunder.


Set
off on default or termination: If at any time any of your Obligations are due owing and unsatisfied, we may set off the balance
of Initial Margin in cash owed by us to you against your Obligations (as reasonably valued by us) as they become due and payable
to us and we shall be obliged to pay to you (or entitled to claim from you, as appropriate) only the net balance after all Obligations
have been taken into account. The net balance, if any, shall take into account the Liquidation Amount payable under the Netting
Claus e of this Agreement.


Further
assurance: You agree to execute such further documents and to take such further steps as we may reasonably require to be registered
as owner of or obtain legal title to the Initial Margin, enable us to exercise our rights or to satisfy any market requirement.






    	 	8	 



    	 	 	 



    

 


Negative
pledge: You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign
or transfer, any of the Initial Margin in cash transferred to us, except a lien routinely imposed on all securities in a clearing
system in which such securities may be held


Return:
We will transfer an amount equivalent to the amount of Initial Margin back to you where, in our discretion, we consider that
the amount of Initial Margin you have transferred to us is more than is necessary to cover your Obligations to us. In determining
the amount of Initial Margin and the amounts of your Obligations and our obligations to you, we may apply such methodology (including
judgements as to the future movement of markets and values) as we consider appropriate. Where we have received an amount of Initial


Margin
that corresponds to the amount of your Obligations, we may decline to repay or redeliver to you part or all of the Initial Margin
for the purposes of covering your remaining open positions.


Where
we provide Initial Margin to a third part y (the “Up-stream Margin “), and such Up-Stream Margin is directly or indirectly
referable to Initial Margin posted by you (the “Relevant Client Margin”), then any obligation (howsoever arising)
that we may have to return or otherwise transfer Relevant Client Margin to you (or to any person on your behalf, including any
insolvency practitioner appointed in respect of you) shall be limited to the value of the Up-stream Margin recovered by us.


General
lien: In add it ion and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable
Laws and Regulations, we shall have a general lien on all property held by us or our Associates or our nominees on your behalf
until the satisfaction of the secured Obligations.


		14.	TRANSACTION
                                         GIVEN UP TO US FOR CLEARING



To
the extent we are registered as an exchange participant of HKFE or any other exchange or is otherwise authorised or permitted
under Applicable Laws an d Regulations to provide clearing service, we may in our discretion accept Transactions given up to us
for clearing by third party executing brokers. If we decline to accept a Transaction, we shall not be obliged to give a reason
but we shall notify you accordingly. Notwithstanding any provision contained in any relevant give-up agreement, if we accept a
Transaction for clearing from an executing broker quoting a reference number or mnemonic applicable to you, such Transaction shall
be binding and conclusive on you immediately on its acceptance for clearing by us whether or not the details of such Transaction
have previously been confirmed to us by you. We shall not be liable to you for any losses, costs, expenses or damages arising
from any discrepancy bet ween details in your instructions to such executing broker and details of Transaction s submitted to
us for clearing.






    	 	9	 



    	 	 	 



    

 


		15.	FEES
                                         PAID TO EXECUTING BROKER



Subject
to clause 14 and the Rules of any relevant Market, if a give-up agreement between you, us and a third party executing broker provides
that the executing broker will invoice us directly for its commissions in relation to the execution of an order, then we shall
be entitled to rely on the details specified in any invoice presented to us by such executing broker and, not withstanding that
the amounts specified in the invoice may be incorrect, you shall fully reimburse us for any sum paid to the executing broker in
respect of that invoice. We shall have no liability to you for any losses, costs, expenses or damage s incurred or suffered by
you as a result of an incorrect amount being specified in an invoice.


		16.	CONFIDENTIALITY



We
will treat all information we hold about you or your account or Transact ions as confidential, even when you are no longer a client.
You agree, however, that we may disclose this information to other companies in our group, service providers acting on our behalf
or who act as our agents; to anyone to whom we transfer or propose to transfer any of our rights or duties under this Agreement;
to credit reference agencies or other organizations that help us and others make credit decisions and reduce the incidence of
fraud or in the course of carrying out identity, fraud prevention, money laundering or credit control checks; to regulators and
governmental agencies, in any jurisdiction, where we are required to do so by Applicable Laws and Regulations (including Transaction
reporting), there is a public duty to disclose or our interests require disclosure; at your request; or with your consent.


		17.	DATA
                                         PROTECTION



Before
providing us with any information relating to identifiable living individuals in connection with this Agreement you should ensure
that those individuals are aware of: our identity; that we may use their information to administer and operate your account; that
this may involve disclosure of their information as discussed in clause 16 above and transfer of their information to any country
which may not offer the same level of protection as the applicable data protection laws in Hong Kong; and that they have rights
of access to, and correction of, their information which they may exercise by contacting us. Please refer to Schedule 3 for details
of how we may collect data from you, to whom such data may be transferred, the purposes for which such data may be transferred
and your rights in respect of such data under the applicable data protection laws in Hong Kong.






    	 	10	 



    	 	 	 



    

 


		18.	CONFIRMATIONS



We
will send to you, or to your order, a daily statement that will include a confirmation in respect of each Transaction.


You
are responsible for ensuring that the daily statements are checked by you daily and you will notify us of any error or discrepancy
immediately upon discovery and in any event within 24 hours. Failure to do so may result in the opportunity to remedy an error
(without cost) being lost and will be deem 的 to be confirmation by you that the statement is correct.


It
is your responsibility to inform us of any change to your e-mail address and the non-receipt of any statement.


In
the event of our supplying information to you by e-mail, Web based access or other electronic means, we shall not be liable for
any cost, loss or liability arising from any person gaining unauthorised access to such information or from any delay, failure
or inaccuracy or transmission. Furthermore by making the information available to you in this manner we shall be deemed to have
delivered the information to you and have satisfied our regulatory obligations notwithstanding the fact that you may have not
accessed the information.


ln
the event that we provide data feeds or access to databases of transactions or account information in addition to daily reports
or statements (whether executed via the third party software or otherwise), you acknowledge that the data in such feeds or databases
is subject to change during the day and must not be treated by you as being in final form.


		19.	PERFORMANCE
                                         AND SETTLEMENT



You
will promptly deliver any instructions, money, documents or property deliverable by you under a Transaction in accordance with
that Transaction as modified by any instructions given by us.


You
agree that orders are entered at your own risk and that it is your responsibility to have in place the appropriate systems so
as to be able to use the services we provide to you properly (including installing any virus detection programmes that we may
request, maintaining the systems in good order, testing them and ensuring that no unauthorised individuals are able to access
them). In this respect, you agree to inform us immediately of any unauthorised access or material defects or system malfunctions
(and not to use the system pending their resolution). You also agree not to copy or tamper with any software or services we provide
to you hereunder and you acknowledge that we any have the benefit of all relevant copyrights and patents and intellectual property
protections.


		20.	INTERMEDIATE
                                         BROKERS AND OTHER AGENTS



We
may, at our entire discretion, arrange for any Transaction to be effected wit h or through the agency of an intermediate broker,
who may be an Associate of ours, and may not be in Hong Kong. We will exercise due care in the selection of the intermediate broker
or agent, however, neither we nor our respective directors, officers, employees or agents will be liable to you for any act or
omission of the intermediate broker or agent.






    	 	11	 



    	 	 	 



    

 


		21.	POSITION
                                         LIMITS AND REPORTING REQUIREMENTS



The
SFC has prescribed certain trading limits and disclosure requirements on futures and/or option contracts that may be held or controlled
by a person, and require a person holding or controlling a reportable position to notify the relevant exchanges (including but
not limited to the HKFE). You may need to take legal advice regarding your reporting obligations. You acknowledge that it is your
responsibility to observe such posit ion limits, to monitor your holdings, and to make reports where applicable.


In
addition, we may require you to limit the number of open positions which you may have with us at any time and we may in our sole
discretion close out or give instructions to close out any one or more Transactions in order to ensure that such position limits
are maintained.


		22.	CLIENT
                                         MONEY AND CLIENT ASSETS



We
will treat money or assets (including securities w here applicable) held in your account with us pursuant to this Agreement in
accordance with the Securities and Futures (Client Money) Rules (the “SFC Client Money Rules”) and Securities and
Futures (Client Securities) Rules (the “SFC Client Securities Rules”), as amended from time to time and to the extent
applicable. For the avoidance of doubt, all monies, securities and other property received by us in respect of your account shall
be held by us as trustee and segregated from our own assets. These assets so held by us shall not form part of our assets for
insolvency or winding up purposes but shall be returned to you promptly upon the appointment of a provisional liquidator, liquidator
or similar officer over all or any part of our business or assets.


We
may hold client money in a client bank account with an approved bank outside Hong Kong. [We may also hold client assets with an
approved custodian outside Hong Kong.] The legal and regulatory regime applying to the approved bank/ custodian will be different
from that of Hong Kong and, in the event of a default of the approved bank/ custodian, your money/assets may be treated differently
from the position which would apply if the money/assets were held by an approved bank/ custodian in Hong Kong.


We
may wish to pass your money/assets to an intermediate broker located in a jurisdiction outside Hong Kong in which case the SFC
Client Money Rules and the SFC Client Securities Rules (as the case may be) will not apply. The legal and regulatory regime applying
to such person will be different from that of Hong Kong and in the event of a default by the intermediate broker the Client’s
money/assets may be treated differently from the position which would apply if the money/assets were held by an intermediate broker
in Hong Kong.






    	 	12	 



    	 	 	 



    

 


		23.	SUITABILITY
                                         OF SOLICITATION AND RECOMMENDATION



GHF
HK currently does not recommend any financial product to clients. However, if we solicit the sale of or recommend any financial
product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment
experience and investment objectives. No other provision of this agreement or any other document we may ask you to sign and no
statement we may ask you to make derogates from this clause.


		24.	REPRESENTATIONS
                                         WARRANTIES AND COVENANTS



Representations
and warranties: You represent and warrant to us on the date this Agreement comes into effect and as of each date of each Transaction
is entered into or remains outstanding that:


		(f)	the
                                         individual executing this Agreement for you or on your behalf has reached the age of
                                         18 years or over and has capacity to enter into this Agreement;



		(g)	you
                                         have all necessary authority, powers, consents, licenses and authorizations and have
                                         taken all necessary action to enable you lawfully to carry on your business and to enter
                                         into and perform this Agreement and such Transaction and to grant the security interests
                                         and powers referred to in this Agreement;



		(h)	the
                                         persons entering into this Agreement and each Transaction on your behalf have been duly
                                         authorized to do so;



		(i)	this
                                         Agreement, each Transaction and the obligations created under them both are binding upon
                                         you and enforceable against you in accordance with their terms and do not and will not
                                         violate the terms of any regulation, order, charge or agreement by which you are bound;



		(j)	no
                                         Event of Default or any event which may become (with the passage of time, the giving
                                         of notice, the making of any determination or any combination of the above) an Event
                                         of Default (a “Potential Event of Default”) has occurred and is continuing
                                         with respect to you or any Credit Support Provider;



		(k)	you
                                         act as principal and sole beneficial owner (but not as trustee) (or you have full authority
                                         from the sole beneficial owner) in entering into this Agreement and each Transaction;



		(I)	any
                                         information which you provide or have provided to us in respect of your financial position,
                                         domicile or other matters is accurate and not misleading in any material respect;



		(m)	you
                                         are willing and financially able to sustain a total loss of funds resulting from Transactions;



		(n)	except
                                         as otherwise agreed by us, you are the sole beneficial owner of (or you have full authority
                                         from the sole beneficial owner in respect of) all Initial Margin you transfer under this
                                         Agreement, free and clear of any security interest whatsoever;



 






    	 	13	 



    	 	 	 



    

 


		(o)	you
                                         enter into this Agreement for commercial purposes;



		(p)	you
                                         understand the risks connected with entering into this Agreement and each Transaction;



		(q)	you
                                         understand your obligations under Applicable Laws and Regulations (including, but not
                                         limited to, the market abuse regime) and you have ensured that your personnel is appropriately
                                         trained and aware of such obligations; and



		(r)	you
                                         have read and understood the Risk Disclosure Statements, attached to this Agreement as
                                         Schedule 4.



Covenants:
You covenant to us that:


		(a)	you
                                         will at all times obtain and comply, and do all that is necessary to maintain in full
                                         force and effect, all authority, powers, consents, licenses and authorizations referred
                                         to in this clause;



		(b)	you
                                         will promptly notify us of the occurrence of any Event of Default or Potential Event
                                         of Default with respect to yourself or any Credit Support Provider;





		(c)	you
                                         will comply with all Applicable Laws and Regulations in relation to this Agreement and
                                         any Transaction, so far as they are applicable to you or us;





		(d)	you
                                         will not send orders or otherwise take any action that could create a false impression
                                         of the demand or value for a financial instrument, or send order s which you have reason
                                         to believe are in breach of Applicable Laws and Regulations. You shall observe the standard
                                         of behavior reasonably expected of persons in your position and not take an y step which
                                         would cause us to fail to observe the standard of behavior reasonably expected of persons
                                         in our position; and





		(e)	upon
                                         demand, you will provide us with such information as we may reasonably require to evidence
                                         the matters referred to in this clause or to comply with any Applicable Laws and Regulations.



You
will promptly notify us in writing if any of the above representations and warranties shall change or cease to be true and correct.
In addition, we will notify each other forthwith of any material changes in the information provided pursuant to this Agreement.


 






    	 	14	 



    	 	 	 



    

 


		25.	DEFAULT



Events
of Default: The following shall constitute Events of Default:


		(a)	you
                                         fail to make any payment when due under this Agreement or to make or take delivery of
                                         an y property when due under, or to observe or perform any other provision of this Agreement
                                         or any other agreement between us;



		(b)	you
                                         commence a voluntary case or other procedure seeking or proposing liquidation, reorganization,
                                         an arrangement or composition, a freeze or moratorium, or other similar relief with respect
                                         to you or your debts under any bankrupt cy, insolvency, regulatory, supervisory or similar
                                         law (including any corporate or other law with potential application to you, if insolvent),
                                         or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator,
                                         custodian or other similar official (each a “Custodian”) of you or any substantial
                                         part of your assets, or if you take any corporate action to authorize any of the foregoing,
                                         and in the case of a reorganization, arrangement or composition, we do not consent to
                                         the proposals;



		(c)	an
                                         involuntary case or other procedure is commenced against you seeking or proposing liquidation,
                                         reorganization, an arrangement or composition, a freeze or moratorium, or other similar
                                         relief with respect to you or your debts under any bankruptcy, insolvency, regulatory,
                                         supervisory or similar law (including any corporate or other law with potential application
                                         to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial
                                         part of your assets;



		(d)	you
                                         are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined
                                         under any bankruptcy or insolvency law applicable to you; or any indebtedness of yours
                                         is not paid on the due date therefore, or becomes capable at anytime of being declared,
                                         due and payable under agreements or instrument s evidencing such indebtedness before
                                         it would otherwise have been due and payable,



 



    	 	15	 



    	 	 	 



    

or
any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment,
or distress against, or an encumbrance takes possession of, the whole or any part of your property, undertaking or assets (tangible
and intangible);


		(e)	you
                                         or any Credit Support Provider (or any Custodian acting on behalf of either of you or
                                         a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this
                                         Agreement or any guarantee, hypothecation agreement, margin or security agreement or
                                         document, or any other document containing an obligation of a third party (“Credit
                                         Support Provider”), or of you, in favor of us supporting any of your obligations
                                         under this Agreement (each a “Credit Support Document”);



		(f)	any
                                         representation or warranty made or given or deemed made or given by you under this Agreement
                                         or any Credit Support Document proves to have been false or misleading in any material
                                         respect as at the time it was made or given or deemed made or given;





		(g)	any
                                         Credit Support Provider fails, or you yourself fail to comply with or perform any agreement
                                         or obligation to be complied with or performed by you or it in accordance with the applicable
                                         Credit Support Document; (ii) any Credit Support Document expires or ceases to be in
                                         full force and effect prior to the satisfaction of all your obligations under this Agreement,
                                         unless we have agreed in writing that this shall not be an Event of Default; (iii) any
                                         representation or warranty made or given or deemed made or given by any Credit Support
                                         Provider pursuant to any Credit Support Document proves to have been false or misleading
                                         in any material respect as at the time it was made or given or deemed made or given;
                                         or (iv) any event referred to in paragraphs (b) to (d) or (h) of this sub-clause occurs
                                         in respect of any Credit Support Provider;





		(h)	you
                                         are dissolved, or, if your capacity or existence is dependent upon a record in a formal
                                         register, the registration is removed or ends, or any procedure is commenced seeking
                                         or proposing your dissolution, removal from such a register, or the ending of such a
                                         registration;





		(i)	where
                                         you or your Credit Support Provider is a partnership, any of the events referred to in
                                         paragraphs (b) to (d) or (h) of this clause occurs in respect of one or more of your
                                         or its partners;



		(j)	any
                                         event of default (however described) occurs in relation to you under any other agreement
                                         which you are a party to.





 


 






    	 	16	 



    	 	 	 



    

 


 


		26.	NETTING



Rights
on Default: On the occurrence of an Event of Default, we may exercise our rights under this clause.


Liquidation
Date: At any time following the occurrence of an Event of Default, we may, by notice to you, specify a date (the “Liquidation
Date “) for the termination and liquidation of Transactions in accordance with this clause.


Calculation
of Liquidation Amount: Upon the occurrence of a Liquidation Date:


		(a)	we
                                         shall not be obliged to make any further payments or deliveries under any Transactions
                                         which would, but for this clause, have fallen due for performance on or after the Liquidation
                                         Date;



		(b)	we
                                         shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine,
                                         in respect of each Transaction referred to in paragraph (a), the total cost, loss or,
                                         as the case may be, gain, in each case expressed in the Base Currency specified by us
                                         in writing or, failing any such specification, in Hong Kong dollars as a result of the
                                         termination, pursuant to this Agreement, of each payment or delivery which would otherwise
                                         have been required to be made under such Transaction; and



		(c)	we
                                         shall treat each cost or loss to us, determined as above, as a positive amount and each
                                         gain by us, so determined, as a negative amount and aggregate all of such amounts to
                                         produce a single, net positive or negative amount, denominated in the Base Currency (the
                                         “Liquidation Amount “).



Payer:
If the Liquidation Amount determined pursuant to this clause is a positive amount, you shall pay it to us and if it is a negative
amount, we shall pay it to you. We shall notify you of the Liquidation Amount, and by whom it is payable, immediately after the
calculation of such amount. For the avoidance of doubt, any cost or loss to us incurred by taking any action at any time pursuant
to this clause to protect our interests shall be at your sole risk and shall be taken into consideration in calculating the Liquidation
Amount.


 






    	 	17	 



    	 	 	 



    

 


Other
Transactions: Where termination and liquidation occurs in accordance with this clause, we shall also be entitled, at our discretion,
to terminate and liquidate, in accordance with the provisions of this clause, any other transactions entered into between us which
are then outstanding.


Payment:
Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged to make any payment or delivery
scheduled to be made by us under a Transaction for as long as an Event of Default or any event which may become (with the passage
of time, the giving of notice, the making of any determination hereunder, or any combination thereof) an Event of Default with
respect to you has occurred and is continuing.


Base
Currency: For the purposes of any calculation hereunder, we may convert amounts denominated in any other currency into the
Base Currency at such rate prevailing at the time of the calculation as we shall reasonably select.


Additional
rights: Our rights under this clause shall be in addition to, and not in limitation or exclusion of, any other rights which
we may have (whether by agreement, operation of law or otherwise).


Application
of netting to Transactions: This clause applies to each Transaction entered into or outstanding between us on or after the
date this Agreement takes effect.


Single
agreement: This Agreement, the particular terms applicable to each Transaction, and all amendments to any of them shall together
constitute a single agreement between us. We both acknowledge that all Transactions entered into on or after the date this Agreement
takes effect are entered into in reliance upon the fact that the Agreement and all such terms constitute a single agreement between
us.


Other
agreements: The provisions of this clause shall not apply to any Transaction which is subject to liquidation and termination
under another agreement. However, any sum resulting from a liquidation and termination under another agreement, may be set-off
against the Liquidation Amount.


This
clause shall not apply to any Transaction to the extent that action which conflicts with or overrides the provisions of this clause
has been started in relation to that Transaction by a Market or clearing organization under Applicable Laws and Regulations and
is continuing.


 






    	 	18	 



    	 	 	 



    

 


		27.	RIGHTS
                                         ON DEFAULT



Default:
On an Event of Default or at any time after we have determined, in our absolute discretion, that you have not performed (or may
not be able or willing in the future to perform) any of your obligations to us, in addition to any rights under the Netting Clause
we shall be entitled without prior notice to you:


		(a)	instead
                                         of returning to you investments equivalent to those credited to your account, to pay
                                         to you the fair market value of such investments at the time we exercise such right,
                                         and/or



		(b)	to
                                         sell such of your investments as are in our possession or in the possession of any nominee
                                         or third party appointed under or pursuant to this Agreement, in each case as we may
                                         in our absolute discretion select and upon such terms as we may in our absolute discretion
                                         think fit (without being responsible for any loss or diminution in price) in order to
                                         realize funds sufficient to cover any amount due by you hereunder, and/or



		(c)	in
                                         our absolute discretion to close out, replace or reverse any Transaction, buy, sell,
                                         borrow or lend or enter into any other transaction (or combination of transactions),
                                         open any new positions, or take, or refrain from taking any such other action at such
                                         time or times and in such manner as, at our sole discretion, we consider necessary or
                                         appropriate for our own protection, including (without limitation) that was in our view
                                         aimed at covering, reducing, hedging, managing or eliminating our risk, loss or liability
                                         under or in respect of any of your contracts, positions or commitments, and/or



		(d)	to
                                         terminate this Agreement immediately.



For
the avoidance of doubt, we may take any action under this clause 26 where: (i) we consider it necessary or desirable to prevent
what we consider is or might be a violation of any Applicable Regulation or good standard of market practice; and (ii) we consider
it necessary or desirable for our own protection or any action is taken or event occurs which we consider might have a material
adverse effect upon your ability to perform any of your obligations under this Agreement.


We
shall exercise our rights under this clause 26 in line with our obligations under Applicable Laws and Regulations. For the avoidance
of doubt, we shall not owe you any duty of care or any other duty whatsoever (whether in contract, tort, equity, by statute or
otherwise).






    	 	19	 



    	 	 	 



    

 


		28.	TERMINATION
                                         WITHOUT DEFAULT



Termination:
Unless required by Applicable laws and Regulations, either party may terminate this Agreement (and the relationship between us)
by giving ten business days written notice of termination to the other.


Upon
terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):


		(a)	all
                                         outstanding fees, charges and commissions;





	 	(b)	any dealing expenses
    incurred by terminating this Agreement; and





		(c)	any
                                         losses and expdealing expenses incurred by terminating this Agreement; andenses realized
                                         in closing out any transactions or settling or concluding outstanding obligations incurred
                                         by us on your behalf.




		29.	EXCLUSIONS,
                                         LIMITATIONS OF LIABILITY AND INDEMNITY



General
Exclusion: Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or
expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under
this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss arises
directly from our or their respective gross negligence, wilful default or fraud, In no circumstance, shall we have liability for
any indirect loss, special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising
under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise.
Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence.


Certain
implications of Transactions: Without limitation, we do not accept liability for any adverse tax implications of any Transaction
whatsoever including accounting implications.


Changes
in the market: Without limitation, we do not accept any liability by reason of any delay or change in market conditions before
any particular Transaction is effected.






    	 	20	 



    	 	 	 



    

 


Limitation
of Liability: We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause
beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication
or computer facilities, industrial act ion, act of terrorism, act of God, acts and regulations of any governmental or supra national
bodies or authorities or the actions or failure of an intermediate broker or agent (unless such intermediate broker or agent is
our affiliate), custodian, sub-custodian, dealer, Market, clearing house or regulatory or self-regulatory organization, for any
reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you
under Applicable Laws and Regulations, which may not be excluded or restricted thereunder or any liability for actual damages
incurred by you as a direct result of our fraud, negligence or wilful misconduct.


With
regard to the provision of electronic services, we are not liable for any acts taken by exchanges, clearing houses or regulatory
bodies or any damages arising from transmission errors, technical faults and similar matters. You are fully liable to us for the
settlement of transactions arising from orders placed by such means and we reserve the right to suspend or withdraw the electronic
services in whole or in part with immediate effect and without notice at our reasonable discretion. We do not accept any liability
for system delays or errors, unauthorized use or viruses being transmitted through the system. You are liable to reimburse us
on demand for any losses arising from unauthorized use and losses suffered by virtue of a virus entering our systems as a result
of your use.


Responsibility
for orders: You will be responsible for all orders entered on your behalf electronically and you will be fully liable to us for
the settlement of any Transaction arising from it.


Entire
Agreement: You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other
than those expressly set out in this Agreement. We will not be liable to you (in equity, contract, tort or under the [Misrepresentation
Ordinance (Cap. 284 of the laws of Hong Kong)] for a representation that is not set out in this Agreement and that is not fraudulent.


Indemnity:
You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your
accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts
and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or any matching Transaction
on a Market or with an intermediate broker or as a result of any misrepresentation by you or any violation by you of your obligations
under this Agreement (including any Transaction), any give-up agreement or other agreement relating to Transactions pursuant to
your business with us under this Agreement (including in respect of exchange traded or cleared futures and options business) including
any agreement relating to electronic trading, third party software or Market Data or by the enforcement of our rights. You will
be liable to indemnify us on demand for any fines or similar charges imposed on us by any competent authority or exchange (including,
but not limited to, pursuant to a regulatory action) where attributable to your conduct. Nothing in this Agreement will exclude
or restrict any duty or liability we may have to you under Applicable Laws and Regulations, which may not be excluded or restricted
thereunder or any liability for actual damages incurred by you as a direct result of our fraud, negligence or wilful misconduct.






    	 	21	 



    	 	 	 



    

 


		30.	MARKET
                                         DATA



Definition:
“Market Data” means information and data pertaining to futures contracts and options contracts traded on exchanges.


To
the extent that you receive Market Data from us you:


		(a)	will
                                         use such Market Data in accordance with limitations advised by us or the Market Data
                                         supplier as amended from time to time;



		(b)	will
                                         use Market Data for trading for your own account or for the account of your customers
                                         and you will not, without our written consent, make such Market Data available to your
                                         customers or any other party;



		(c)	will,
                                         where Market Data includes information from the CME or the exchanges listed in the Uniform
                                         Subscriber Addendum or received via the CME Globex Platform, (a) ensure that your use
                                         of the Market Data complies with the provisions of the CME’s Market Data Policies
                                         (as amended from time to time), and (b) enter into the Uniform Subscriber Addendum;



		(d)	will
                                         reimburse us upon demand if anything you do or do not do in respect of such Market Data
                                         causes us to incur fees or charges to the supplier of the Market Data;



		(e)	consent
                                         to our reporting to the supplier of the Market Data of our supply of the same to you;



		(f)	acknowledge
                                         that the supply of Market Data may be terminated in whole or in part at any time;



		(g)	acknowledge
                                         neither we, nor the supplier of the Market Data, make(s) any representations, warranties,
                                         express or implied, in relation to the Market Data including with respect to the merchantability,
                                         quality, fitness for a particular purpose, uninterrupted service, or error-free service
                                         or the sequence, timeliness, accuracy or completeness of the Market Data;



		(h)	agree
                                         that neither we nor the supplier of the Market Data shall be liable for any delay, inaccuracy,
                                         error or omission of any kind in, or any unauthorised access to, or misuse of, the Market
                                         Data or for any resulting loss or damage.







    	 	22	 



    	 	 	 



    

 


 


		31.	AMENDMENTS



We
have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will give at least [ten]
business days written notice to you unless it is impractical in the circumstances to give [ten) business days notice. Such amendment
will become effective on the date specified in the notice. Any other amendment must be agreed in writing between us. Unless otherwise
agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already
have arisen.


		32.	EXISTING
                                         RIGHTS



Termination
(pursuant to clauses 26 and 27) shall not affect outstanding rights and obligations and Transact ions which shall continue to
be governed by this Agreement and the particular clauses agreed between us in relation to such Transactions until all obligations
have been fully performed. For the avoidance of doubt, termination shall not prejudice our right to disclose information where
required under the Applicable Laws and Regulations.


		33.	NOTICES



Unless
otherwise agreed, all notices, instructions and other communications to be given by us under this Agreement shall be given to
the address provided by you to us. Likewise, all not ices, instructions and other communications to be given by you under this
Agreement shall be given to the address provided and /or by notice in writing by either party. You will notify us of any change
of your contact details in accordance with this clause.


		34.	ELECTRONIC
                                         COMMUNICATIONS, RECORDS AND DATA



Subject
to Applicable laws and Regulations, any communication between us using electronic signatures shall be binding as if it were in
writing. Orders or instructions given to you via e-mail or other electronic means will constitute evidence of the orders or
instructions given.


Recording
of calls and electronic communications: We may record telephone conversations with out use of a warning tone and record electronic
communications to ensure that the material terms of the Transaction, and any other material information relating to the Transaction
is promptly and accurately recorded. Such re cords will be our sole property and you consent to the use of such recordings as
evidence in any court proceedings.


Our
records: Our records will be evidence of your dealings with us in connection with our services. You will not object to the admission
of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents
produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available
to you on request at our absolute discretion.


Your
records: You agree to keep adequate records in accordance with Applicable Laws and Regulations to demonstrate the nature of
orders submitted and the time at which such orders are submitted.


Ownership
of Data: All information which we hold in relation to Transactions shall, provided it does not reveal your identity, vest
in us and remain our property.


 






    	 	23	 



    	 	 	 



    

 


		35.	ASSIGNMENT



This
Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign,
charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement
or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation
of this clause shall be void.


		36.	TIME
                                         OF ESSENCE



Time
shall be of the essence in respect of all obligations of yours under this Agreement (including any Transaction).


		37.	RIGHTS
                                         AND REMEDIES



The
rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We shall 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 this Agreement (including any Transaction) or otherwise shall operate
as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further
exercise of that right or remedy or the exercise of another right or remedy.


		38.	SET-OFF



Without
prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set off any amount (whether
actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future)
owed by us to you. For these purposes, we may ascribe a commercially reasonable value to any amount which is contingent or which
for any other reason is unascertained.


		39.	PARTIAL
                                         INVALIDITY



If,
at any time, any provision of this Agreement 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 this Agreement nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.


		40.	COMPLAINTS
                                         PROCEDURE



We
are obliged to put in place internal procedures for handling complaints fairly and promptly. You may submit a complaint to us
by letter, telephone, e-mail, or in person. Upon receipt we will send you a written acknowledgement of your complaint promptly,
enclosing details of our complaints procedures, including when and how you may be able to refer your complaint to the Financial
Dispute Resolution Center Ltd (the “FDRC”), where applicable. You acknowledge and agree that any dispute referred
to the FDRC shall be subject to and bound by the dispute resolution processes provided for under the Financial Dispute Resolution
Scheme. Please contact us if you would like further details regarding our complaints procedures.


 






    	 	24	 



    	 	 	 



    

 


		41.	GOVERNING
                                         LAW AND JURISDICTION



Governing
law: A Transaction which is subject to the Rules of a Market shall be governed by the law applicable to it under those Rules.
Subject thereto, this Agreement and all non-contractual obligations and other matters arising from it or in connection with it
shall be governed by and construed in accordance with the laws of Hong Kong.


Jurisdiction:
Each of the parties irrevocably:


		(a)	agrees
                                         for our benefit that the courts of Hong Kong shall have exclusive jurisdiction to settle
                                         any suit, action or other proceedings relating to this Agreement (“Proceedings”)
                                         and irrevocably submits to the jurisdiction of such courts (provided that this shall
                                         not prevent us from bringing an action in the courts of any other jurisdiction); and



		(b)	waives
                                         any objection which it may have at any time to the laying of venue of any Proceedings
                                         brought in any such court and agrees not to claim that such Proceedings have been brought
                                         in an inconvenient forum or that such court does not have jurisdiction over it.



		42.	WAIVER
                                         OF IMMUNITY AND CONSENT TO ENFORCEMENT



You
irrevocably waive to the fullest extent permitted by Applicable Laws and Regulations, with respect to yourself and your revenue
and assets (irrespective of their use or intended use) all immunity on the grounds of sovereignty or other similar grounds from
(i) suit, (ii) jurisdiction of any courts, (iii) relief by way of injunction, or der for specific performance or for recovery
of property, (iv) attachment of assets (whet her before or after judgment) and (v) execution or enforcement of any judgment to
which you or your revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably
agree that you will not claim any immunity in any Proceedings. You consent generally in respect of any Proceedings to the giving
of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement
or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made
or given in such Proceedings.


		43.	SERVICE
                                         OF PROCESS



If
you are situated outside Hong Kong, process by which any Proceedings in Hong Kong are begun may be served on you by being delivered
to the address in Hong Kong nominated by you for this purpose or as otherwise notified to us from time to time. This does not
affect our right to serve process in another manner permitted by law.


 






    	 	25	 



    	 	 	 



    

 


		44.	INTERPRETATION



Interpretation:
In this Agreement:


“Applicable
Laws and Regulations” means, as in force from time to time:


		a)	the
                                         SFO and its subsidiary legislation, the SFC Code of Conduct or any other Rules issued
                                         by the SFC or a relevant regulatory authority or exchange (including but not limited
                                         to the HKFE), as amended from time to time;



		b)	the
                                         Rules of the relevant Market; and



		c)	all
                                         other applicable laws, rules and regulations and codes and guidelines issued by government
                                         agencies and regulatory bodies of competent jurisdiction then applicable to the Transactions
                                         as in force from time to time;



“Associate”
means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoint, or any
other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between
us and t hem;


“Business
Day” means a day which is not a Saturday or a Sunday and upon which banks are open for business in Hong Kong;


“Credit
Support Provider” means any person who has entered into any guarantee, hypothecation, agreement, margin or security
agreement in our favour in respect of your obligations under this Agreement;


“Event
of Default” means any of the events of default as listed in paragraphs (a) to (j) of clause 24 headed “Default”;






    	 	26	 



    	 	 	 



    

 


“Group
Company” means any of our associated entity and any legal entity that is controlled by or is under common control with
G.H. Financials Limited. For this purpose, “control” means the power of a person (or persons acting in concert) to
secure that the affairs of a legal entity are conducted, directly or indirectly, in accordance with the wishes of that person
(or persons acting in concert) whether by means of (a) ownership of more than 50% of the voting securities or other controlling
interests of that legal entity; (b) having the right to appoint or remove a majority of the directors or managers of that legal
entity or otherwise control the composition or votes of its management; or (c) the ability to otherwise direct or control the
affairs of that legal entity;


“HKFE”
means the Hong Kong Futures Exchange Limited;


“Market”
means any regulated market, multilateral trading facility or exchange (including the HKFE), whether within or outside Hong Kong,
on which futures and options contracts are traded;


“Obligations”
means obligations present or future, actual or contingent or prospective, owing or which may become owing by you to us under any
Transaction, any give-up agreement or other agreement relating to Transactions pursuant to your business with us under this Agreement
(including in respect of exchange traded or cleared futures and options business) including any agreement relating to electronic
trading, third party software or Market Data, or designated by us for these purposes in writing;


“Rules”
means articles, rules, guidance, regulations, procedures and customs, as in force from time to time; “Transaction”
means any transaction subject to this Agreement, and includes:


		(a)	a
                                         contract made on a Market or pursuant to the Rules of a Market;



		(b)	contract
                                         which is subject to the Rules of a Market;



		(c)	a
                                         contract which would (but for its term to maturity only) be a contract made on, or subject
                                         to the Rules of a Market and which, at the appropriate time, is to be submitted for clearing
                                         as a contract made on, or subject to the Rules of a Market;







    	 	27	 



    	 	 	 



    

 


in
any of cases (a), (b) and (c) being a future, option, contract for differences, spot or forward contract of any kind in relation
to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof;


		(d)	a
                                         transaction which is matched with any transaction within paragraph (a), (b) or (cl of
                                         this definition; or



		(e)	any
                                         other transaction which we both agree, in any specific Schedule or otherwise, shall be
                                         a Transaction.



General
interpretation: A reference in this Agreement to a “clause” or “Schedule” or “Module”
or “Annex” shall be construed as a reference to, respectively, a clause or Schedule or Module or Annex of this Agreement,
unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Laws
and Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to “document”
shall be construed to include any electronic document. The masculine includes the feminine and the neuter and the sin gular includes
the plural and vice versa as the context admits or requires.


Schedules
and Modules: The clauses contained in any Schedule(s) or any applicable Module(s) (as am ended from time to time) shall apply.
We may from time to time send to you further Schedules in respect of specific entity types, Markets or Transactions. In the event
of any conflict between the clauses of any Schedule or Module and this Agreement, the clauses of the Schedule or Module shall
prevail. The fact that a clause is specifically included in a Schedule or Module in respect of an entity type, Market or Transaction
shall not preclude a similar clause being expressed or implied in relation to any other entity type, Market or Transaction.


Headings:
Headings are for ease of reference only and do not form part of this Agreement.


		45.	USE
                                         OF PERSONAL DATA FOR DIRECT MARKETING



For
identifiable living individuals only, I/We confirm that I/we have carefully reviewed and understood the Personal Information Collect
ion Statement set out in Schedule 3 including that my/our Personal Data (as defined in paragraph 6 of Schedule 3) may be used
by GHF HK an d the Group for direct marketing of the Products and Services (as de fined in paragraph 6 of Schedule 3).


If
you do not wish your Personal Data to be used in direct marketing, please tick (“ü”) the box below:


		☐	I
                                         do not wish my/our Personal Data to be used by the GHF HK and the Group for direct marketing
                                         purposes.



If
you do not tick the above box above and proceed to signing this Agreement, this means you have given your consent to the direct
marketing purposes described in this clause.






    	 	28	 



    	 	 	 



    

 


 


EXECUTED
by the parties by their duly authorised representatives.


 


LION
BROKERS LIMITED


	By:	/s/
    Wang Kai
	 	(Signature)
	 	WANG
    KAI
	 	(Print)
	Title:	Director
	Date:	20180928


 


G.
H. FINANCIALS (HONG KONG) LIMITED


	By:	/s/
    Shi Ning
	 	(Signature)
	 	Shi
    Ning
	 	(Print)
	Title:	Managing
    Director


 



    	 	29	 



    	 	 	 



    




 


Schedule
1


TRANSACTIONS
ENTERED INTO ON HKFE WHERE GHF HK IS AN EXCHANGE PARTICIPANT


Without
prejudice and in addition to any other provisions of this Agreement, all transactions executed on behalf of the Client shall be
subject to the provisions of this Schedule, and which shall constitute, and be construed as part of this Agreement: -


		1.	Every
                                         Exchange Contract shall be subject to the charge of a Compensation Fund levy and a levy
                                         pursuant to the Securities and Futures Ordinance, the cost of both of which shall be
                                         borne by the Client;



		2.	In
                                         the event that the Client suffers pecuniary loss by reason of a default committed by
                                         GHF HK, the liability of the Compensation Fund will be restricted to valid claims as
                                         provided for in the Ordinance and will be subject to the monetary limits specified in
                                         the Securities and Futures (Investor Compensation - Compensation Limits) Rules and accordingly
                                         there can be no assurance that any pecuniary loss sustained by the Client by reason of
                                         such a default will necessarily be recouped from the Compensation Fund in full, in part
                                         or at all;



		3.	In
                                         respect of any transaction related to Exchange Contracts, such transaction shall be subject
                                         to the HKFE Rules, HKFE Regulations and HKFE Procedures and such Rules, Regulations and
                                         Procedures contain provisions requiring GHF HK, upon the request of HKFE or the SFC,
                                         to disclose the name and Beneficial Identity and such other information concerning the
                                         Client as the HKFE or the SFC may require and that the Client agrees to provide such
                                         information concerning the Client as GHF HK may require in order for GHF HK to comply
                                         with such Rules, Regulations, Procedures and the Ordinance and that in the event GHF
                                         HK fails to comply with the disclosure requirement under Rule 606(a) or 613(a) of the
                                         HKFE Rules, the Chief Executive (as defined in the HKFE Rules) may require the closing
                                         out of positions on behalf of the Client or the imposition of a margin surcharge on the
                                         positions of the Client;



		4.	In
                                         respect of transactions on different markets and exchanges, such transactions may have
                                         a markedly different level and type of protection as compared to that under the HKFE
                                         Rules, HKFE Regulations and HKFE Procedures;



		5.	The
                                         Client agrees to appoint the Chief Executive (as defined in the HKFE Rules) of HKFE (or
                                         such other persons as the Board of HKFE may appoint) and/or Clearing House as the joint
                                         and several attorney of the Client to do all things necessary to transfer any Open Contracts
                                         held by GHF HK on behalf of the Client and any money and security standing to the credit
                                         of the Client’s account with GHF HK to another Exchange Participant (as defined
                                         in the HKFE Rules) of HKFE in the event the rights of GHF HK as an Exchange Participant
                                         of HKFE are suspended or revoked;







    	 	30	 



    	 	 	 



    

 


		6.	All
                                         monies, securities or other property received by GHF HK from the Client or from any other
                                         person (including a Clearing House) for the account of the Client shall, unless otherwise
                                         applied as provided in Clause 7 below or with the Client ‘s consent, be held by
                                         GHF HK as trustee and segregated from GHF HK’s own assets and paid into a Segregated
                                         Bank Account (as defined in the HKFE Rules) and that all monies, securities or other
                                         property so held by GHF HK shall not form part of the assets of GHF HK for insolvency
                                         or winding up purposes but shall be returned to the Client promptly upon the appointment
                                         of a provisional liquidator, liquidator or similar officer over all or any part of GHF
                                         HK‘s business or assets;



		7.	Any
                                         monies, approved debt securities or approved securities received by GHF HK from the Client
                                         or from any other person (including the Clearing House) are held in the manner specified
                                         under paragraphs 7 to 12 of Schedule 4 to the Code and the Client authorises GHF HK to
                                         apply such monies, approved debt securities or approved securities in the manner specified
                                         in paragraphs 14 to 15 of Schedule 4 to the Code and, in particular, GHF HK may apply
                                         such monies, approved debt securities or approved securities in or towards meeting GHF
                                         HK’ s obligations to any party insofar as such obligations arise in connection
                                         with or incidental to the business of dealing in Futures Contracts and/or Options Contracts
                                         transacted on the Client’s behalf;



		8.	The
                                         Client acknowledges that in respect of any account of GHF HK maintained with the Clearing
                                         House, whether or not such account is maintained wholly or partly in respect of the business
                                         of dealing in Futures Contracts and/or Options Contracts transacted on behalf of the
                                         Client and whether or not monies, approved debt securities or approved securities paid
                                         or deposited by the Client has been paid to or deposited with the Clearing House, as
                                         between GHF HK and the Clearing House, GHF HK deals as principal and accordingly no such
                                         account is impressed with any trust or other equitable interest in favour of the Client
                                         and monies, approved debt securities and approved securities paid to or deposited with
                                         the Clearing House are thereby freed from the trust referred to in Clause 6 above;



		9.	In
                                         respect of all Futures/Options Contracts entered into by GHF HK on behalf of the Client,
                                         the Client shall provide to GHF HK such margin or additional margin or variation adjustments
                                         as GHF HK may in its absolute discretion require immediately upon demand. Such margin
                                         requirements or demands for variation adjustments of GHF HK may exceed any margin requirements
                                         or demands for variation adjustments prescribed by HKFE and/or the Clearing House and
                                         may be changed by GHF HK with immediate effect without prior notice to the Client. The
                                         period within which margin calls and demands for variation adjustments specified by GHF
                                         HK must be duly met by the Client. GHF HK may be required to report to HKFE and SFC particulars
                                         of all Open Contracts in respect of which the Client has failed on two successive occasions
                                         to meet a demand for margin or additional margin or variation adjustments within the
                                         period specified by GHF HK as provided in this Clause 9 and GHF HK may close out the
                                         Client’s Open Contracts in respect of which any demand for margin or additional
                                         margin or variation adjustments has not been met within the period specified by GHF HK
                                         or at the time of making such demand(s);




    	 	31	 



    	 	 	 



    
		10.	The
                                         Client acknowledges that GHF HK is bound by the provision of the Hl(FE Rules which permit
                                         HKFE or the Chief Executive (as defined in the HKFE Rules) of HKFE to take steps to limit
                                         the positions or require the closing out of any Futures Contract on behalf of the Client
                                         if, in the opinion of HKFE or the Chief Executive, the Client is accumulating positions
                                         which are or may be detrimental to any particular Market or Markets or which are or may
                                         be capable of adversely affecting the fair and orderly operation of any Market or Markets
                                         as the case may be;



 


		11.	GHF
                                         HK shall provide to the Client upon request product specifications and any prospectus
                                         or other offering documents covering derivative products, including futures contracts
                                         or options;



		12.	GHF
                                         HK may, subject to the provisions of the Ordinance and any applicable law, take the opposite
                                         position to the Client’s order in relation to any exchange traded Futures Contract
                                         and/or Options Contract, whether on GHF HK’s own account or for the account of
                                         its associated company or other clients of GHF HK, provided that such trade is executed
                                         competitively on or through the facilities of HKFE in accordance with HKFE Rules, HKFE
                                         Regulations and HKFE Procedures or the facilities of any other commodity, futures or
                                         options exchange in accordance with the rules and regulations of such other exchange;
                                         and



		13.	If
                                         the Client at any time open one or more accounts with exchange participants of HKFE other
                                         than GHF HK for the purpose of carrying out transactions relating to Futures Contract
                                         and/ or Options Contract and if the open positions in such accounts in aggregate amount
                                         to a “Large Open Posit ion “as determined by the board of the HKFE, the Client
                                         shall report to us, or if required by us, HKFE immediately of such “Large Open
                                         Posit ion “and provide us or HKFE (as the case may be) with such information as
                                         we or HKFE (as the case may be) may require in connection therewith of such “Large
                                         Open Position” and also provide us or HKFE (as the case may be) with any other
                                         information as may be required by us or HKFE (as the case may be).



 



    	 	32	 



    	 	 	 



    




Schedule
2


PROVISIONS
OF THE SFC CODE OF CONDUCT THAT MAY BE WAIVED FOR PROFESSIONAL INVESTORS


We
have treated you as a professional investor (as defined in the SFO and its subsidiary legislation). This means that we can be
exempted from providing you with certain information and services that we would otherwise be required to provide to you under
the SFC Code of Conduct.


(If
you are an institutional professional investor and corporate professional investor (“CPI”) which satisfy the CPI assessment)
If you agree to be treated as a professional investor, this means you have appropriate knowledge, understanding and expertise
in relation to investment instruments and markets relevant to the Transactions made pursuant to this Agreement. As a result, the
level of information and explanation that would be provided to you by us would be considerably less.


(If
you are individual professional investor and CPI which does not satisfy the CPI assessment) If you agree to be treated as a professional
investor, we are required by the SFC Code of Conduct to perform assessment on your financial situation, investment experience,
investment objectives, and your knowledge of derivatives relevant to the Transactions made pursuant to this Agreement. We will
not be able to provide you the Services until you have completed the assessment.


Furthermore,
as a professional investor you will be deemed to understand the particular risks attaching to the relevant investment strategies,
financial instruments and investments. Under the SFC Code of Conduct, we need your consent of being treated as a professional
investor before we can do so.


We
set out below an explanation of the consequences of you being treated as a professional investor. We hereby advise you that we
will not take any of the actions/ steps described below:


		(1)	provide
                                         you with information in relation to our company or the identity and status of our employees
                                         and others acting on our behalf unless you specifically request such information;



		(2)	confirm
                                         promptly with you the essential features of a transaction after effecting it for you;
                                         and



		(3)	provide
                                         you with contract notes or monthly statements of account in accordance with the Securities
                                         and Futures (Contract Notes, Statements of Account and Receipts) Rules (if applicable).



 






    	 	33	 



    	 	 	 



    

 


Finally,
for as long as you are treated as an institutional professional investor and corporate professional investor (“CPI”)
which satisfy the CPI assessment, we are not required to:


		(1)	enter
                                         into a written agreement with you unless we specifically require or you specifically
                                         request otherwise;



		(2)	provide
                                         you with the standard general risk disclosure statements prescribed in the SFC Code of
                                         Conduct;



		(3)	establish
                                         your financial situation (other than to establish your status as a professional investor),
                                         investment experience (other than to assess your experience as a professional investor)
                                         and investment objectives;
	 	 	 
	 	(4)	assess
                                         your knowledge of derivatives or characterize you based thereon;
	 	 	 
	 	(5)	ensure
                                         the suitability of any recommendation or solicitation to you (if applicable); and
	 	 	 
	 	(6)	Disclose
                                         sale related information including monetary and non-monetary benefits in relation to
                                         any promotion of products, to you (if any).
	 	 	 



Please
note that you have the right to withdraw from being treated as a professional investor in respect of all products or markets or
any part thereof at any time during the course of your relationship with us. If you wish to change your status at any time, you
must advise us in writing and we will arrange for the necessary steps to be taken.


Finally,
under the SFC Code of Conduct, if you agree to be treated as a professional investor, we are required to carry out a confirmation
exercise annually to enable us to ensure that you continue to fulfil the requisite requirement s in terms of portfolio size /
amount of assets, so please note that we will need to verify this in format ion with you again on an annual basis.






    	 	34	 



    	 	 	 



    

 


 


Schedule
3


PERSONAL
INFORMATION COLLECTION STATEMENT


GHF
HK or its other group companies or associated entities of its group in the financial services business (the “Group”,
“we”, “us” or “ours”) have collected and, from time to time, will collect and retain personal
data relating to you (such as your name, your address and other personal and financial details). This data is necessary in connection
with handling your account and providing you with Services under this Agreement. Failure to provide us with this data may result
in us being unable to open or to continue to operate your account, or to provide you with Services. The personal data we hold
may be used to comply with any disclosure and/or notifications that we are required to make by governmental and regulatory authorities
under the Applicable Laws and Regulations and can be used by us in connection with the provision of Services to you.


Personal
data provided to us may be transferred to governmental and regulator authorities if required by Applicable Laws and Regulations
and to other transferees set out in paragraph 4 below (the “Transferees”).


Under
the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (the “PDPO”), you have the right to ask
whether we hold personal data relating to you, to request a copy of the personal data we hold and to request that any inaccuracies
in the personal data be corrected. Any requests for access to your personal data, for the correction of any inaccuracies in the
personal data, for further details about our policies on personal data protection, or enquiries on the types of data we hold in
relation to you should be addressed in writing to GHF HK for the attention of our Data Protection Officer, at Suite 2007, 20/F,
The Center, 99 Queen’s Road Central, Central, Hong Kong or to hk.compliance@ghfinancials.com.


The
following are prepared to assist you in understanding your rights and obligations in relation to the supply of personal data as
such term is defined in the PDPO and the manner in which GHF HK or other Tranferees may use in connection with your account with
GHF HK or other related matters. You are advised to read the following carefully and consult your own independent legal advisor,
where necessary.


		1.	Who
                                         Can Use Personal Data



All
personal data concerning you (whether provided by you or any other person, and whether provided before or after the date you receive
this document) may be used by GHF HK or other Transferees and any of their directors, officers, employee or any person authorised
by GHF HK or the Transferees only when carrying out the business of GHF HK or the Group.


 






    	 	35	 



    	 	 	 



    

 


		2.	Purposes
                                         of Collection



The
personal data will be used by GHF HK or its Group for the following purposes:


		(a)	activities
                                         relating to the processing of your application to open an account with GHF HK or its
                                         Group, the maintaining of your account and operating your account in accordance with
                                         the terms of this Agreement;



		(b)	communicating
                                         with you in relation to your account, investment and related matters;



		(c)	maintenance
                                         and verification of particulars and data, including the investor registers, and related
                                         checks including ascertaining whether you are a “professional investor’’
                                         under the SFO (as amended from time to time);



		(d)	collection
                                         of fees and charges;



		(e)	any
                                         purpose relating to or in connection with compliance with any applicable law, regulations,
                                         court orders or request of a regulatory or governmental body; and



		(f)	any
                                         other incidental and associated purpose relating to or in connection with the business
                                         or dealings of GHF HK or its Group.



		3.	The
                                         Obligation to provide accurate personal data



It
is obligatory for you to supply the personal data as required by us. If you fail to supply the required personal data, we or our
Group may refuse to open an account for or pro ide the Service to you.


When
providing any personal data to us, please ensure that the data is accurate having regard to your obligations under the PDPO.


 






    	 	36	 



    	 	 	 



    

 


		4.	Classes
                                         of Transferees



Personal
data held by us relating to you will be kept confidential but the Company may provide such data and related information for any
of the purposes set out above to any of the following persons whether based in or outside Hong Kong:


		(a)	transferring
                                         to other members of our Group, custodian s, service providers, agents, contractors, data
                                         processors, administrators, telecommunication companies or professional firms and their
                                         duly appointed delegates (Including their employees, director s or agents) to carry out
                                         services or to effect transactions in accordance with this Agreement;



		(b)	transferring
                                         to government agencies and law enforcement bodies including but not limited to the Hong
                                         Kong Police (in particular the Joint Force Intelligence Unit), if the Company suspects
                                         that any relevant person is / may be engaged in drug trafficking, terrorism or any other
                                         serious crime; or the handling of the proceeds of crime or terrorist property;



		(c)	transferring
                                         to regulators / exchanges / organizations under the applicable local legal or regulatory
                                         requirements (in such cases, our obligation to report may override our confidentiality
                                         obligations to you); or



		(d)	other
                                         purposes which are directly relating to the above.



If
you do not provide us with your personal data, we may not be able to open an account for you or provide the Services and / or
effect any Transactions contemplated in this Agreement.






    	 	37	 



    	 	 	 



    

 


		5.	Access
                                         to Personal Data



Under
the PDPO, you have the right to enquire whether we or our Group hold personal data in relation to you, request access to and make
correction of any inaccuracies in your personal data. Reasons will be given if a request for access or correction is refused,
and you have the right to object to any such refusal.


		6.	Use
                                         of Personal Data for Direct Marketing



We
or our Group will, from time to time, use the following personal data for direct marketing: your (i) name, (ii) telephone number(s),
(iii) residential and / or correspondence addresses and (iv) email address(es) (“Personal Data”).


Your
personal data will be used for direct marketing of one or more of the following products/ services: (i) investment opportunities,
(ii) electronic trading, (iii) broking, order execution, clearing and settlement and / or (iv) any other products/ services directly
related to the above (“Products/ Services”).


We
will not use your personal data unless we have received your consent to do so. Your personal data will not be disclosed and /
or transferred by us to any third party outside of our Group for direct marketing without your prior written consent.


If
you do not wish us to use your personal data for direct marketing, please let us know in writing to our Data Protection Officer
at the address provided above. Please note however that the right to make such a request is not applicable to you if the direct
marketing is addressed to you in your capacity as a representative of a company or business and is not sent to you in your individual
or personal capacity.


		7.	Enquiries



Enquiries
concerning the personal data relating to you, including the request for access and corrections, should be addressed to the Data
Protection Officer of GHF HK mentioned above.


We
may charge a reasonable fee for processing any data access request in accordance with the PDPO.






    	 	38	 



    	 	 	 



    

 


 


Schedule
4


RISK
DISCLOSURE STATEMENTS


This
brief statement does not disclose all of the risks and other significant aspects of trading in futures and opt ions. 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 your exposure to risk. Trading in futures and options is not suitable for many members
of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial
resources and other relevant circumstances.


RISK
OF TRADING FUTURES AND OPTIONS


The
risk of loss in trading futures contracts or options is substantia l. In some circumstances, you may sustain losses in excess
of your initial margin funds. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will
not necessarily avoid loss. Market condition s may make it impossible to execute such orders. You may be called upon at short
notice to deposit additional margin funds. If the required funds are not provided within the prescribed time, your position may
be liquidated. You will remain liable for any resulting deficit in your account. You should therefore stud y and understand futures
contracts and options before you trade and carefully consider whether such trading is suitable in the light of your own financial
posit ion and investment objectives. If you trade options you should inform yourself of exercise and expiration procedures and
your rights and obligations upon exercise or expiry.


RISKS
OF CLIENT ASSETS RECEIVED OR HELD OUTSIDE HONG KONG


Client
assets received or held by the licensed or registered person 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) 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.


RISK
OF MARGIN TRADING


The
risk of loss in financing a transact ion by deposit of collateral is significant. You may sustain losses in excess of your cash
and any other assets deposited as collateral with the licensed or registered person. Market conditions may make it impossible
to execute contingent orders, such as “stop-loss” or “stop-limit” orders. You may be called upon at short
notice to make additional margin deposits or interest payments. If the required margin deposits or interest payments are not made
within the prescribed time, your collateral may be liquidated without your consent. Moreover, you will remain liable for any resulting
deficit in your account and interest charged on your account. You should therefore carefully consider whether such a financing
arrangement is suitable in light of your own financial position and investment objectives.






    	 	39	 



    	 	 	 



    

 


ADDITIONAL
RISK DISCLOSURE FOR FUTURES AND OPTIONS FUTURES


		1.	Effect
                                         of “Leverage” or “Gearing”



Transact
ions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract
so that transactions are “leveraged” or “geared”. A relatively small market movement will have a proportionately
larger impact on the funds you have depo sited or will have to deposit: this may work against you as well as for you. You may
sustain a total loss of initial margin funds and any additional funds deposited with us to maintain your posit ion. If the market
moves against your position or margin levels are increased, you may be called upon to pay substantial additional funds on short
notice to maintain your position. If you fail to comply with a request for additional funds within the time prescribed, your position
may be liquidated at a loss and you will be liable for any resulting deficit.


		2.	Risk-reducing
                                         orders or strategies



The
placing of certain orders (e.g. “stop-loss” orders, or “stop –limit” orders) which are intended
to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders.
Strategies using combinations of positions, such as “spread” and “straddle” positions may be as risky
as taking simple “long” or “short” positions.


OPTIONS


		3.	Variable
                                         degree of risk



Transactions
in options carry a high degree of risk. Purchasers and sellers of options should familiarise themselves with the type of option
(i.e. put or call) which they contemplate trading and the associated risk s. You should calculate the extent to which the value
of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.


The
purchaser of options may offset or exercise the opt ions or allow the options to expire. The exercise of an option results either
in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a futures contract,
the purchaser will acquire a futures position with associated liabilities for margin (see the section on Futures above). If the
purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium plus
transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that the chance of such
options becoming profitable ordinarily is remote.


 






    	 	40	 



    	 	 	 



    

 


Selling
(“writing” or “granting”) an option generally entails considerably greater risk than purchasing options.
Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller
will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed
to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to
acquire or deliver the underlying interest. If the option is on a futures contract, the seller will acquire a position in a futures
contract with associated liabilities for margin (see the section on Futures above). lf the option is “covered” by
the seller holding a corresponding position in the underlying interest or a futures contract or another option, the risk may be
reduced. If the option is not covered, the risk of loss can be unlimited.


Certain
exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin
payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction
costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time. 


ADDITIONAL
RISKS COMMON TO FUTURES AND OPTIONS


		4.	Terms
                                         and conditions of contracts



You
should ask us about the terms and conditions of the specific futures or options which you are trading and associated obligations
(e.g. the circumstances under which you may become obliged to make or take delivery of the underlying interest of a futures contract
and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications
of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect
changes in the underlying interest.


		5.	Suspension
                                         or restriction of trading and pricing relationships



Market
conditions (e.g. illiquidity) and / or the operation of the rules of certain markets (e.g. the suspension of trading in any contract
or contract month because of price limits or “circuit breakers”) may increase the risk of loss by making it difficult
or impossible to effect transactions or liquidate/offset posit ions. If you have sold options, this may increase the risk of loss.


Further,
normal pricing relationships between the underlying interest and the futures, and the underlying interest and the option may not
exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option
is not. The absence of an underlying reference price may make it difficult to judge “fair value”.






    	 	41	 



    	 	 	 



    

 


		6.	Deposited
                                         cash and property



You
should familiarise yourself with the protections given to money or other property you deposit for domestic and foreign transactions,
particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be
governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your
own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.


		7.	Commission
                                         and other charges



Before
you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable.
These charges will affect your net profit (if any) or increase your loss. 


		8.	Transactions
                                         in other jurisdictions



Transactions
on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk.
Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade you should
enquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the
enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected.
You should ask us for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions
before you start to trade.


		9.	Currency
                                         risks



The
profit or loss in transaction s in foreign currency -denominated contracts (whether they are traded in your own or another jurisdiction)
will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract
to another currency.


		10.	Trading
                                         facilities



Electronic
trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration
or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability
to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house
and/or participant firms. Such limits may vary: you should ask us for details in this respect.






    	 	42	 



    	 	 	 



    

 


		11.	Electronic
                                         trading



Trading
on an electronic trading system may differ from trading on other electronic trading systems. If you undertake transactions on
an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software.
The result of any system failure may be that your order is either not executed according to your instructions or is not executed
at all.


		12.	Off-exchange
                                         transactions



In
some jurisdiction s, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm
with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing
position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions
may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before
you undertake such transactions, you should familiarise yourself with applicable rules and attendant risks.






    	 	43	 



    	 	 	 



    

  


DISCLAIMER
delivered pursuant to Circular Ref CIR/LEGAL/980141 issued by the Hong Kong Futures Exchange Limited dated 8th May 1998


Stock
indices and other proprietary products upon which contracts traded on Hong Kong Futures Exchange Limited (the “Exchange”)
may be based may from time to time be developed by the Exchange. The Hl<FE Taiwan Index is the first of such stock indices
developed by the Exchange. The HKFE Taiwan Index and such other indices or proprietary products as may from time to time be developed
by the Exchange (the “Exchange Indices”) are the property of the Exchange. The process of compilation and computation
of each of the Exchange Indices is and will be the exclusive property of and proprietary to the Exchange. The process and basis
of compilation and computation of the Exchange Indices may at any time be changed or altered by the Exchange without notice and
the Exchange may at any time require that trading in and settlement of such futures or option contracts based on any of the Exchange
Indices as the Exchange may designate be conducted by reference to an alternative index to be calculated. The Exchange does not
warrant or represent or guarantee to any Member or any third party the accuracy or completeness of any of the Exchange Indices
or their compilation and computation or any information related thereto and no such warranty or representation or guarantee of
any kind whatsoever relating to any of the Exchange Indices is given or may be implied. Further, no responsibility or liability
whatsoever is accepted by the Exchange in respect of the use of any of the Exchange Indices or for any inaccuracies, omissions,
mistakes, errors, delays, interrupt ions, suspensions, changes or failures (including but not limited to those resulting from
negligence) of the Exchange or any other person or persons appointed by the Exchange to compile and compute any of the Exchange
Indices in the compilation and computation of any of the Exchange Indices or for any economic or other losses which may be directly
or indirectly sustained as a result thereof by any Member or any third party dealing with futures or option contracts based on
any of the Exchange Indices. No claims, actions or legal proceedings may be brought by any Member or any third party against the
Exchange in connection with or arising out of matters referred to in this disclaimer. Any Member or any third party engages in
transactions in futures and option contracts based on any of the Exchange Indices in full knowledge of this disclaimer and can
place no reliance on the Exchange in respect of such transactions.


 



    	 	44	 



    	 	 	 



    




DISCLAIMER
delivered pursuant to Relevant Provision of the Regulations for the Hang Seng Index Futures and Options Market


The
Hang Seng Index, each of the four Sub-Indices of the Hang Seng Index (namely Hang Seng Finance Sub-index, Hang Seng utilities
Sub-Index, Hang Seng Properties Sub-Index and Hang Seng Commerce & Industry Sub-Index, the Hang Seng China Affiliated Corporation
Index and the Hang Seng China Enterprises Index (collectively “the Hang Seng Indices”), their respective marks, names
and processes of compilation and computation are the exclusive property of and proprietary to Hang Seng Data Service Limited and
are published, compiled and computed by HSI Services Limited. HSI Services Limited has granted to the Exchange by way of license
the use of the Hang Seng Indices solely for the purpose of and in connection with the creation, marketing and trading of futures
and index opt ion contracts based on the Hang Seng Indices (collectively “the Futures and Index Option Contracts”).
The process and basis of compilation and computation of each of the Hang Seng Indices and an y of the related formula and formulae,
constituent stocks and factors may at any time be changed or altered by HSI Services Limited without notices and the Exchange
may at any time require that trading in and settlement of such of the Futures Contracts and Index Opt ion as the Exchange may
designate be conducted by reference to an alternative index or alternative indices to be calculated. Neither the Exchange nor
Hang Seng Data Services Limited nor HSI Services limited warrants or represents or guarantees to any Exchange Participant or any
third party the accuracy or completeness of any of the Hang Seng Indices and its compilation and computation or any information
related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to the Hang Seng Indices is
given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange, Hang Seng Data Services
Limited or HSI Services Limited in respect of the use of any of the Hang Seng Indices for the purpose of and in connection with
the Futures and Index Option Contracts and/or dealings therein, or for any inaccuracies, omission, mistakes, errors, delays, interruptions,
suspension, changes of failures (including but not limited to those resulting from negligence) of HSI Services Limited in the
compilation and computation of any of the Hang Seng Indices or for any economic or other losses which may be directly or indirectly
sustained as a result thereof by any Exchange Participant or any third party dealing with the Futures and Index Option Contracts.
No claims, actions or legal proceedings may be brought by any Exchange Participant or any third party against the Exchange and/or
Hang Seng Data Services Limited and/or HSI Services Limited in connection with or arising out of matters referred to in this disclaimer.
Any Exchange Participant or any third party deals in the Futures and Index Option Contracts in full knowledge of this disclaimer
and can place no reliance whatsoever on the Exchange, Hang Seng Data Services Limited and / or HSI Services Limited.


 



    	 	45	 



    	 	 	 



    




 


DECLARATION
BY [RELATIONSHIP MANAGER]


I
confirm that the above Risk Disclosure Statements, the Exchange Disclaimer and the Hang Seng Indices Futures and Options Disclaimer
were provided by me to the Client in the language of his/her choice (i.e. English* / Chinese*), and that he/she has read the said
Risk Disclosure Statements and relevant disclaimers, and was invited to ask questions and to take independent advice if the Client
so wished.


*
Delete as appropriate


Signature
of Relationship Manager:/s/ LO Shui Wah


Name:LO
Shui Wah


CE
Number:AOB249


Date:20180928


ACKNOWLEDGEMENT
BY CLIENT


I/We
confirm that the above Risk Disclosure Statements, the Exchange Disclaimer and the Hang Seng Indices Futures and Options Disclaimer
were provided to me/us in the language of my/our choice (i.e. English*/ Chinese*), and that l/We have read the said Risk Disclosure
Statements and relevant disclaimers. I/We also confirm that I/we have been invited to ask questions and informed by G. H. Financials
(Hong Kong) Limited that I/we can take independent advice if I/we so wish.


*
Delete as appropriate


Date:20180928


Signature(s)
of Client(s)/s/ Jian Wang







 


 



    	 	46