CHINA CONNECT. 16.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”): (a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying client’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) and shares listed on the STAR Board of the SSE (“STAR Shares”) only when, where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations; (b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary; (c) The Client hereby agrees and authorizes GTJAS to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJAS; (d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly; (e) GTJAS may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJAS’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation; (f) Pre-trade checking is in place so that the Client must have its shares transferred to GTJAS’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS considers that Client does not for whatever reason have sufficient and available China Connect Securities in its Account to settle a sell order by the applicable cut-off time, GTJAS may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS for any costs, losses or expenses which GTJAS incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS shall determine in its absolute discretion); or (3) perform any other act which GTJAS considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS from other sources); (g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed; (h) No day trading is allowed; (i) Naked short selling is not allowed; (j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the Exchange; (k) GTJAS has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong; (l) GTJAS may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed; (m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS may forward the information in relation to the Client and its underlying clients, including but not limited to their identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes; (n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJAS, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws; (o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS to reject or cancel orders from the Client; (p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations; (q) SSE/SZSE may request the Exchange to require GTJAS to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client; (r) GTJAS shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities; (s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and (t) GTJAS, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect. 16.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
Appears in 1 contract
CHINA CONNECT. 16.1 20.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) 20.1.1 The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) 20.1.2 The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS USPL will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) 20.1.3 The Client hereby agrees and authorizes GTJAS USPL to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS USPL in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS USPL shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJASUSL;
(d) 20.1.4 The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS 20.1.5 USPL may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJASUSL’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) 20.1.6 Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJASUSL’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS USPL considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS USPL may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS USPL holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS USPL for any costs, losses or expenses which GTJAS USPL incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS USPL shall determine in its absolute discretion); or (3) perform any other act which GTJAS USPL considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS USPL from other sources);
(g) 20.1.7 All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) 20.1.8 No day trading is allowed;
(i) 20.1.9 Naked short selling is not allowed;
(j) 20.1.10 Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS USPL has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the ExchangeSEHK;
(k) GTJAS 20.1.11 USPL has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS 20.1.12 USPL may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange SEHK loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) 20.1.13 At the request of the Exchange SEHK (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange SEHK and SSE/SZSE or other regulators of Mainland China), GTJAS USPL may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange SEHK which may on-on- forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) 20.1.14 If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the ExchangeSEHK, require GTJAS USPL to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJASUSL, SSE/SZSE or the Exchange SEHK provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) 20.1.15 The Exchange SEHK may upon SSE’s/SZSE’s request, require GTJAS USPL to reject or cancel orders from the Client;
(p) 20.1.16 The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) 20.1.17 SSE/SZSE may request the Exchange SEHK to require GTJAS USPL to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS 20.1.18 USPL shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) 20.1.19 The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS20.1.20 USL, Hong Kong Exchanges and Clearing Limited, the ExchangeSEHK, the Exchange’s SEHK's subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 20.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
20.2.1 Not protected by Investor Compensation Fund: The Client should note that any Northbound or Southbound trading under China Connect will not be covered by Hong Kong’s Investor Compensation Fund. As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
20.2.2 Pre-Trade Checking: SEHK is required to check that in respect of any Northbound sell orders given by an Exchange Participant, the relevant Exchange Participant holds sufficient and available China Connect Securities to be able to fill such Northbound sell orders. Pre-Trade Checking will be carried out prior to the start of each Trading Day. Accordingly, the Client may be unable to execute Northbound sell orders due to Pre-Trade Checking related requirements. Note in particular that the Client may be unable to execute a sell order of China Connect Securities if there has been a delay or failure for whatever reason in the transfer of the relevant China Connect Securities to any clearing account of USPL or if for any other reason USPL considers that there is or may be non-compliance with any Northbound Trading Regulations. Any risk, loss or cost resulting from non-compliance or potential non-compliance with Pre-trade checking and/or the relevant Northbound Trading Regulations shall be borne by the Client.
Appears in 1 contract
Samples: Client Agreement
CHINA CONNECT. 16.1 21.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (““ China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) 21.1.1 The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction Instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) 21.1.2 The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations Applicable Law of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS uSMART SG will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) 21.1.3 The Client hereby agrees and authorizes GTJAS uSMART SG to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS uSMART SG in its sole and absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS uSMART SG shall not be liable for any loss Losses that may be sustained or damage incurred, whether directly or indirectly suffered by the Client arising from indirectly, as a result of or in connection with such action or inaction of GTJASUSL;
(d) 21.1.4 The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS 21.1.5 uSMART SG may in its sole and absolute discretion refuse to execute or complete any instructions Instructions from the Client on any grounds such as, for example, in GTJASUSL’ reasonable belief, execution of such instructions Instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) 21.1.6 Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJASUSL’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS uSMART SG considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS uSMART SG may in its sole and absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS uSMART SG holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS uSMART SG for any costsLosses that may be sustained or incurred, losses whether directly or expenses which GTJAS incurs indirectly, as a result of or in connection with buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS uSMART SG shall determine in its sole and absolute discretion); or (3) perform any other act which GTJAS uSMART SG considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS uSMART SG from other sources);
(g) 21.1.7 All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) 21.1.8 No day trading is allowed;
(i) 21.1.9 Naked short selling is not allowed;
(j) 21.1.10 Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS uSMART SG has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the ExchangeSEHK;
(k) GTJAS 21.1.11 uSMART SG has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS 21.1.12 uSMART SG may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange SEHK loses all its communication lines with SSE/SZSE, etc etc. and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) 21.1.13 At the request of the Exchange SEHK (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange SEHK and SSE/SZSE or other regulators of Mainland China), GTJAS uSMART SG may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange SEHK which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) 21.1.14 If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the ExchangeSEHK, require GTJAS uSMART SG to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJASUSL, SSE/SZSE or the Exchange SEHK provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) 21.1.15 The Exchange SEHK may upon SSE’s/SZSE’s request, require GTJAS uSMART SG to reject or cancel orders from the Client;
(p) 21.1.16 The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulationsApplicable Law;
(q) 21.1.17 SSE/SZSE may request the Exchange SEHK to require GTJAS uSMART SG to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS 21.1.18 uSMART SG shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) 21.1.19 The Client shall be solely responsible for all fees, charges, levies and taxes Taxes and all filing, tax Tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS21.1.20 USL, Hong Kong Exchanges and Clearing Limited, the ExchangeSEHK, the Exchange’s SEHK's subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents Representatives shall not be responsible or held liable for any loss Losses that may be sustained or damage incurred, whether directly or indirectly suffered by the Client or any third parties arising from indirectly, as a result of or in connection with Northbound trading or the China Connect.
16.2 21.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
Appears in 1 contract
Samples: Client Agreement
CHINA CONNECT. 16.1 21.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) 21.1.1 The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction Instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) 21.1.2 The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations Applicable Law of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS uSMART SG will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) 21.1.3 The Client hereby agrees and authorizes GTJAS uSMART SG to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS uSMART SG in its sole and absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS uSMART SG shall not be liable for any loss Losses that may be sustained or damage incurred, whether directly or indirectly suffered by the Client arising from indirectly, as a result of or in connection with such action or inaction of GTJASUSL;
(d) 21.1.4 The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS 21.1.5 uSMART SG may in its sole and absolute discretion refuse to execute or complete any instructions Instructions from the Client on any grounds such as, for example, in GTJASUSL’ reasonable belief, execution of such instructions Instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) 21.1.6 Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJASUSL’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS uSMART SG considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS uSMART SG may in its sole and absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS uSMART SG holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS uSMART SG for any costsLosses that may be sustained or incurred, losses whether directly or expenses which GTJAS incurs indirectly, as a result of or in connection with buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS uSMART SG shall determine in its sole and absolute discretion); or (3) perform any other act which GTJAS uSMART SG considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS uSMART SG from other sources);
(g) 21.1.7 All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) 21.1.8 No day trading is allowed;
(i) 21.1.9 Naked short selling is not allowed;
(j) 21.1.10 Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS uSMART SG has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the ExchangeSEHK;
(k) GTJAS 21.1.11 uSMART SG has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS 21.1.12 uSMART SG may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange SEHK loses all its communication lines with SSE/SZSE, etc etc. and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) 21.1.13 At the request of the Exchange SEHK (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange SEHK and SSE/SZSE or other regulators of Mainland China), GTJAS uSMART SG may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange SEHK which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) 21.1.14 If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the ExchangeSEHK, require GTJAS uSMART SG to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJASUSL, SSE/SZSE or the Exchange SEHK provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) 21.1.15 The Exchange SEHK may upon SSE’s/SZSE’s request, require GTJAS uSMART SG to reject or cancel orders from the Client;
(p) 21.1.16 The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulationsApplicable Law;
(q) 21.1.17 SSE/SZSE may request the Exchange SEHK to require GTJAS uSMART SG to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS 21.1.18 uSMART SG shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) 21.1.19 The Client shall be solely responsible for all fees, charges, levies and taxes Taxes and all filing, tax Tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS21.1.20 USL, Hong Kong Exchanges and Clearing Limited, the ExchangeSEHK, the Exchange’s SEHK's subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents Representatives shall not be responsible or held liable for any loss Losses that may be sustained or damage incurred, whether directly or indirectly suffered by the Client or any third parties arising from indirectly, as a result of or in connection with Northbound trading or the China Connect.
16.2 21.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
21.2.1 Not protected by Investor Compensation Fund: The Client should note that any Northbound or Southbound trading under China Connect will not be covered by Hong Kong’s Investor Compensation Fund. As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
21.2.2 Pre-Trade Checking: SEHK is required to check that in respect of any Northbound sell orders given by an Exchange Participant, the relevant Exchange Participant holds sufficient and available China Connect Securities to be able to fill such Northbound sell orders. Pre-Trade Checking will be carried out prior to the start of each Trading Day. Accordingly, the Client may be unable to execute Northbound sell orders due to Pre-Trade Checking related requirements. Note in particular that the Client may be unable to execute a sell order of China Connect Securities if there has been a delay or failure for whatever reason in the transfer of the relevant China Connect Securities to any clearing account of uSMART SG or if for any other reason uSMART SG considers that there is or may be non-compliance with any Northbound Trading Regulations. Any risk or Loss resulting from non-compliance or potential non-compliance with Pre-trade checking and/or the relevant Northbound Trading Regulations shall be borne by the Client.
Appears in 1 contract
Samples: Client Agreement
CHINA CONNECT. 16.1 19.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS USL will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) The Client hereby agrees and authorizes GTJAS USL to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS USL in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS USL shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJASUSL;
(d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS USL may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJASUSL’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJASUSL’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS USL considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS USL may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS USL holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS USL for any costs, losses or expenses which GTJAS USL incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS USL shall determine in its absolute discretion); or (3) perform any other act which GTJAS USL considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS USL from other sources);
(g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) No day trading is allowed;
(i) Naked short selling is not allowed;
(j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS USL has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the Exchange;
(k) GTJAS USL has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS USL may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS USL may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS USL to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJASUSL, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS USL to reject or cancel orders from the Client;
(p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) SSE/SZSE may request the Exchange to require GTJAS USL to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS USL shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJASUSL, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 19.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
(a) Not protected by Investor Compensation Fund: The Client should note that any Northbound or As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
Appears in 1 contract
CHINA CONNECT. 16.1 19.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS USL will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) The Client hereby agrees and authorizes GTJAS USL to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS USL in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS USL shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJASUSL;
(d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS USL may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJASUSL’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJASUSL’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS USL considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS USL may in its absolute discretion: :
(1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS USL holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS USL for any costs, losses or expenses which GTJAS USL incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS USL shall determine in its absolute discretion); or (3) perform any other act which GTJAS USL considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS USL from other sources);
(g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) No day trading is allowed;
(i) Naked short selling is not allowed;
(j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS USL has the right to “force-force- sell” the Client’s shares upon receiving the forced-sale notification from the Exchange;
(k) GTJAS USL has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS USL may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS USL may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS USL to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJASUSL, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS USL to reject or cancel orders from the Client;
(p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) SSE/SZSE may request the Exchange to require GTJAS USL to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS USL shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJASUSL, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 19.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
(a) Not protected by Investor Compensation Fund: The Client should note that any Northbound or Southbound trading under China Connect will not be covered by Hong Kong’s Investor Compensation Fund. As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
Appears in 1 contract
CHINA CONNECT. 16.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying client’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) and shares listed on the STAR Board of the SSE (“STAR Shares”) only when, where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) The Client hereby agrees and authorizes GTJAS to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJAS;
(d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJAS’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) Pre-trade checking is in place so that the Client must have its shares transferred to GTJAS’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS considers that Client does not for whatever reason have sufficient and available China Connect Securities in its Account to settle a sell order by the applicable cut-off time, GTJAS may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS for any costs, losses or expenses which GTJAS incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS shall determine in its absolute discretion); or (3) perform any other act which GTJAS considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS from other sources);
(g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) No day trading is allowed;
(i) Naked short selling is not allowed;
(j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the Exchange;
(k) GTJAS has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS may forward the information in relation to the Client and its underlying clients, including but not limited to their identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJAS, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS to reject or cancel orders from the Client;
(p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) SSE/SZSE may request the Exchange to require GTJAS to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
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CHINA CONNECT. 16.1 18.1 Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) The Client hereby agrees and authorizes GTJAS to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJAS;
(d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJAS’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJAS’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS for any costs, losses or expenses which GTJAS incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS shall determine in its absolute discretion); or (3) perform any other act which GTJAS considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS from other sources);
(g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) No day trading is allowed;
(i) Naked short selling is not allowed;
(j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the Exchange;
(k) GTJAS has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJAS, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS to reject or cancel orders from the Client;
(p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) SSE/SZSE may request the Exchange to require GTJAS to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 18.2 The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
(a) Not protected by Investor Compensation Fund: The Client should note that any Northbound or Southbound trading under China Connect will not be covered by Hong Kong’s Investor Compensation Fund. As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
(b) Pre-Trade Checking: SEHK is required to check that in respect of any Northbound sell orders given by an Exchange Participant, the relevant Exchange Participant holds sufficient and available China Connect Securities to be able to fill such Northbound sell orders. Pre-Trade Checking will be carried out prior to the start of each Trading Day. Accordingly, the Client may be unable to execute Northbound sell orders due to Pre-Trade Checking related requirements. Note in particular that the Client may be unable to execute a sell order of China Connect Securities if there has been a delay or failure for whatever reason in the transfer of the relevant China Connect Securities to any clearing account of GTJAS or if for any other reason GTJAS considers that there is or may be non-compliance with any Northbound Trading Regulations. Any risk, loss or cost resulting from non-compliance or potential non-compliance with Pre-trade checking and/or the relevant Northbound Trading Regulations shall be borne by the Client.
Appears in 1 contract
CHINA CONNECT. 16.1 18.1. Without prejudice to any other provisions in this Agreement, the Client acknowledges and accepts (and where necessary, the Client shall seek the same acknowledgement, declaration and warranty from its underlying clients) the following additional terms and conditions applicable to trading in securities (“China Connect Securities”) listed in the Shanghai Stock Exchange (“SSE”) and/or Shenzhen Stock Exchange (“SZSE”) through the Shanghai Connect and/or Shenzhen Connect under China Connect (“Northbound trading”):
(a) The Client represents and undertakes on a continuing basis, including without limitation on each date that the Client places an order or gives an instruction in respect of China Connect Securities, that: (1) neither the Client or any of its underlying client is not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; if the Client or its underlying client is a Mainland China Resident, the Client or its underlying client is using funds lawfully owned owed by the Client or where applicable, its underlying client and located outside Mainland China to make investments in China Connect Securities; or if the Client or its underlying client is an entity incorporated or registered under the laws of Mainland China, its investment in China Connect Securities has been conducted pursuant to any program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; (2) the Client or its underlying clientClient’s investment in China Connect Securities does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting; and (3) the Client will trade shares listed on the ChiNext Board of the SZSE (“ChiNext Shares”) only when the Client is, and shares listed on in the STAR Board of the SSE (“STAR Shares”) only when, case where the Client is an intermediary (including, but not limited to, a fund manager, asset manager, broker or order placer) trading for or on behalf of an underlying client or clients, each of such underlying client is, an Eligible Investor to trade ChiNext Shares and STAR Shares under the Northbound Trading Regulations;
(b) The Client and its underlying clients must understand and comply with all the applicable by-laws, codes, rules and regulations of SSE and/or SZSE (“SSE/SZSE Rules”), the relevant rules applicable to the companies listed in SSE/SZSE as issued by SSE/SZSE (“SSE/SZSE Listing Rules”), and other applicable laws and regulations of Mainland China relating to Northbound trading (together “Northbound Trading Regulations”). The Client acknowledges that if the Client or its underlying clients are is in breach of any Northbound Trading Regulations, the Client or its underlying clients will be subject to regulatory investigation and be personally liable to any legal and regulatory consequences. GTJAS will not and does not intend to advise the Client or its underlying clients on any of such Northbound Trading Regulations. The Client and its underlying clients should consult the Northbound Trading Regulations (including but not limited to the information about Northbound Trading Regulations published by Hong Kong Exchanges and Clearing Limited which can be accessed at its website) and obtain professional advice as necessary;
(c) The Client hereby agrees and authorizes GTJAS to do or not to do whatever act without Client’s prior approval in connection with any Northbound trading of the Client as GTJAS in its absolute discretion deems appropriate to comply with any Northbound Trading Regulations or any orders, directions, notices or requests from any authorities. GTJAS shall not be liable for any loss or damage directly or indirectly suffered by the Client arising from or in connection with such action or inaction of GTJAS;
(d) The Client and its underlying clients must understand fully the rules and regulations of Mainland China in relation to securities investment, such as short-swing profits, disclosure obligations and follow such rules and regulations accordingly;
(e) GTJAS may in its absolute discretion refuse to execute or complete any instructions from the Client on any grounds such as, for example, in GTJAS’ reasonable belief, execution of such instructions may not be compliant with any Northbound Trading Regulations, or the Client does not have sufficient securities to settle delivery obligation or sufficient cash (in Renminbi) to settle payment obligation;
(f) Pre-trade checking is in place so that the Client must have its his/her shares transferred to GTJAS’ corresponding Central Clearing And Settlement System (“CCASS”) account before the commencement of trading on a trading day if the Client intends to sell the shares during a trading day. Client undertakes to ensure there are sufficient and available China Connect Securities in its his Account by the applicable cut-off time to cover any proposed sell order given on the relevant Trading Day. If GTJAS considers that Client does not for whatever reason have sufficient and available China Connect Securities in its his Account to settle a sell order by the applicable cut-off time, GTJAS may in its absolute discretion: (1) reject Client’s sell order (in whole or in part); (2) use any China Connect Securities in the designated CCASS stock account(s) which GTJAS holds for itself or on behalf of its other clients to fulfill the Pre-trade checking requirement in respect of Client’s sell order, in which case Client shall reimburse GTJAS for any costs, losses or expenses which GTJAS incurs as a result of buying in or otherwise sourcing the amount of China Connect Securities which Client has failed to deliver in respect of its his sell order on such terms and at such price (including any associated fees and expenses) and at such time as GTJAS shall determine in its absolute discretion); or (3) perform any other act which GTJAS considers necessary or desirable to comply with Pre-trade checking and/or relevant Northbound Trading Regulations and to cover Client’s shortfall (including but not limited to applying any other China Connect Securities available to GTJAS from other sources);
(g) All trading must be conducted on SSE/SZSE, i.e. no over-the-counter (OTC) or manual trades are allowed;
(h) No day trading is allowed;
(i) Naked short selling is not allowed;
(j) Foreign shareholding restriction (including the forced-sale arrangement) is in place and GTJAS has the right to “force-sell” the Client’s shares upon receiving the forced-sale notification from the Exchange;
(k) GTJAS has the right to cancel the Client’s orders in case of contingency such as hoisting of Typhoon Signal No 8 in Hong Kong;
(l) GTJAS may not be able to send in the Client’s order cancellation requests in case of contingency such as when the Exchange loses all its communication lines with SSE/SZSE, etc and the Client shall still bear the settlement obligations if the orders are matched and executed;
(m) At the request of the Exchange (for the purposes of assisting SSE/SZSE or other regulators of Mainland China in its regulatory surveillance, investigation and/or enforcement, or otherwise as part of the regulatory cooperation between the Exchange and SSE/SZSE or other regulators of Mainland China), GTJAS may forward the information in relation to the Client and its underlying clientsClient, including but not limited to their the Client’s identity, personal data and trading activities, to the Exchange which may on-forward such information to SSE/SZSE or other regulators of Mainland China for such surveillance, investigation or enforcement purposes;
(n) If any Northbound Trading Regulations is breached, or the disclosure and other obligations referred to in the SSE/SZSE Listing Rules or SSE/SZSE Rules is breached, SSE/SZSE has the power to carry out investigation, and may, through the Exchange, require GTJAS to provide relevant information and materials (in relation to, including but not limited to, the Client and its underlying clients’ Client’s identity, personal data and trading activity) and to assist in its investigation. The Client shall upon request by GTJAS, SSE/SZSE or the Exchange provide such information and provide such assistance as requested. The Client hereby waives the benefit of any applicable secrecy laws and personal data protection laws;
(o) The Exchange may upon SSE’s/SZSE’s request, require GTJAS to reject or cancel orders from the Client;
(p) The Client needs to understand and accept the risks concerned in Northbound trading, including but not limited to prohibition of trading securities listed in SSE/SZSE, being liable or responsible for breaching the SSE/SZSE Listing Rules, SSE/SZSE Rules and other applicable laws and regulations;
(q) SSE/SZSE may request the Exchange to require GTJAS to issue warning statements (verbally or in writing) to the Client, and not to extend Northbound trading to the Client;
(r) GTJAS shall have no obligation to collect or receive or take any other action in relation to any payment or distribution in respect of China Connect Securities for the Client’s account, or to notify the Client about any notice, circular, announcement or similar corporate action in respect of China Connect Securities;
(s) The Client shall be solely responsible for all fees, charges, levies and taxes and all filing, tax returns, and other registration or reporting obligations as may be required by any relevant authority, relating to any of the Client’s investment through Northbound trading and any incomes, dividends, profits and entitlements in respect of such investment; and
(t) GTJAS, Hong Kong Exchanges and Clearing Limited, the Exchange, the Exchange’s subsidiaries, SSE/SZSE and SSE’s/SZSE’s subsidiaries and their respective directors, employees and agents shall not be responsible or held liable for any loss or damage directly or indirectly suffered by the Client or any third parties arising from or in connection with Northbound trading or the China Connect.
16.2 18.2. The Client has read and acknowledged (and where necessary, the Client shall seek the same acknowledgement from its underlying clients) the following disclosure of specific risks relating to China Connect, and agrees that these disclosures do not cover all risks related to China Connect. The Client will obtain and will cause its underlying clients to obtain relevant professional advice as necessary:
(a) Not protected by Investor Compensation Fund: The Client should note that any Northbound or Southbound trading under China Connect will not be covered by Hong Kong’s Investor Compensation Fund. As far as Hong Kong investors participating in Northbound trading are concerned, since they are carrying out Northbound trading through securities brokers in Hong Kong and these brokers are not Mainland China brokers, they are not protected by China Securities Investor Protection Fund on Mainland China.
Appears in 1 contract
