Common use of Orders and Transactions Clause in Contracts

Orders and Transactions. 4.1 The Company will act as my/our agent in effecting Transactions unless it indicates (in the contract note for the relevant Transaction or otherwise) that it is acting as principal. 4.2 I/We shall from time to time instruct the sale and/or purchase of Securities on my/our behalf, either verbally, in writing or through any of the Electronic Services. Upon receipt of such Instructions, the Company shall insofar as it considers to be reasonably practicable sell and/or purchase Securities in accordance with those Instructions, provided always that the Company shall have an absolute discretion to accept or reject purchase Instructions, in particular, but not limited to, in the event that I/we have insufficient Margin in the Account to meet the minimum Margin requirements set by the Company, as amended from time to time. I/We further acknowledge that the Company may at any time require me/us to deposit sufficient cleared funds and/or Securities acceptable to the Company as additional Margin in the Account before carrying out any Transactions in respect of any Security on my/our behalf. 4.3 The Company is not required to execute uncovered short selling for me/us. Where I/we are engaged in covered short selling, I/we will inform the Company at the time I/we place the sale order and ensure due settlement of my/our short sale trades. I/We will have to ensure and procure that in respect of short selling orders by me/us or on my/our behalf, all my/our duties and obligations under any relevant provision of the SFO and any other regulatory requirements, governmental or otherwise, are duly performed and discharged. 4.4 The Company may, without prior reference to me/us, combine for execution my/our Instructions to purchase and/or sell Securities with Instructions received from other clients. I/We acknowledge that this may result in a more favourable or less favourable price being obtained for me/us than executing my/our Instructions separately. Where there are insufficient Securities to satisfy orders so combined, the Transactions will be allocated between the clients with due regard to market requirements, applicable regulations and fairness to clients. I/We acknowledge and agree that the Company and/or its Agents may at any time prioritise Instructions for best execution pricing. 4.5 I/We understand that by reason of physical restraints and rapid changes of Securities prices, the Company may not always be able to execute my/our Instructions in full or at the prices quoted “at best” or “at market” or at any other specific time and I/we agree to be bound by such execution. 4.6 I/We acknowledge and agree all Instructions shall be irrevocable once communicated and that it will not usually be possible to cancel or change an Instruction, whether verbally, in writing or electronically, after it has been given, unless otherwise agreed by the Company. In case of full or partial execution of my/our cancelled Instructions, I/we agree to accept full responsibility for and to make full settlement of Transactions. 4.7 I/We agree that the Company shall not be held responsible for any delays or failures in the transmission, receipt or execution of Instructions due to a breakdown or failure of transmission of communication facilities, or to any other cause or causes beyond the control or anticipation of the Company. 4.8 The Company shall use its best endeavours to provide me/us as a matter of record, either electronically or by hard copy, with confirmation of each Transaction it has effected on the Account. Transactions shall be binding on me/us unless I/we object thereto in writing within three days after my/our deemed receipt of the relevant confirmation. In all cases, the Company reserves the right to determine the validity of my/our objection to a Transaction. 4.9 The Company shall use best endeavours to provide me/us, either electronically or by hard copy, with monthly Account statement (in such form as the Company shall determine) containing a list of my/our Securities held in the name of the Company or its Agents or nominees and details of all Transactions effected on the Account since the date of the preceding Account statement or, if there is no preceding Account statement, since the date the Account was opened. The information contained in each Account statement shall be binding on me/us unless I/we object thereto in writing within five days after my/our deemed receipt of the Account statement. In all cases the Company reserves the right to determine the validity of my/our objection to information contained in the Account statement. 4.10 The Company shall not be liable to me/us in respect of any loss suffered by me/us which could or might reasonably have been avoided but for my/our failure to notify the Company as required under sub-clause 4.8 and/or 4.9 above. In spite of my/our confirmation of any transactions and/or statements of account, in all cases the Company reserves the right to amend any errors of the confirmations and statements of account when such errors are discovered subsequently. 4.11 If I/we reside or give Instructions outside Hong Kong, I/we agree to ensure and represent that such Instructions will have been given in compliance with any and all applicable law of the relevant jurisdiction from which my/our Instructions are given, and that when in doubt, shall consult or obtain legal advice on the relevant jurisdiction. I/We accept that there may be taxes or charges payable to relevant authorities in respect of any Instruction given outside Hong Kong, and I/we agree to pay such taxes or charges as applicable. I/We further agree to indemnify the Company on demand for any claims, demands, actions, costs and expenses the Company may suffer or incur in connection with or arising from my/our residing outside Hong Kong or giving of any such Instruction outside Hong Kong.

Orders and Transactions. 4.1 The Company will act as my/our agent in effecting Transactions unless it indicates (in the contract note for the relevant Transaction or otherwise) that it is acting as principal. 4.2 I/We shall from time to time instruct the sale and/or purchase of Securities on my/our behalf, either verbally, in writing or through any of the Electronic Services. Upon receipt of such Instructions, the Company shall insofar as it considers to be reasonably practicable sell and/or purchase Securities in accordance with those Instructions, provided always that the Company shall have an absolute discretion to accept or reject purchase Instructions, in particular, but not limited to, in the event that I/we have insufficient Margin cleared funds and/or Securities in the Account to meet the minimum Margin balance requirements set by the Company, as amended from time to time. I/We further acknowledge that the Company may at any time require me/us to deposit sufficient cleared funds and/or Securities acceptable to the Company as additional Margin in the Account before carrying out any Transactions in respect of any Security Securities on my/our behalf. 4.3 The Company is not required to execute uncovered short selling for me/us. Where I/we are engaged in covered short selling, I/we will inform the Company at the time I/we place the sale order and ensure due settlement of my/our short sale trades. I/We will have to ensure and procure that in respect of short selling orders by me/us or on my/our behalf, all my/our duties and obligations under any relevant provision of the SFO and any other regulatory requirements, governmental or otherwise, are duly performed and discharged. 4.4 The Company may, without prior reference to me/us, combine for execution my/our Instructions to purchase and/or sell Securities with Instructions received from other clients. I/We acknowledge that this may result in a more favourable or less favourable price being obtained for me/us than executing my/our Instructions separately. Where there are insufficient Securities to satisfy orders so combined, the Transactions will be allocated between the clients with due regard to market requirements, applicable regulations and fairness to clients. I/We acknowledge and agree that the Company and/or its Agents may at any time prioritise Instructions for best execution pricing. 4.5 I/We understand that by reason of physical restraints and rapid changes of Securities prices, the Company may not always be able to execute my/our Instructions in full or at the prices quoted “at best” or “at market” or at any other specific time and I/we agree to be bound by such execution. 4.6 I/We acknowledge and agree all Instructions shall be irrevocable once communicated and that it will not usually be possible to cancel or change an Instruction, whether verbally, in writing or electronically, after it has been given, unless otherwise agreed by the Company. In case of full or partial execution of my/our cancelled Instructions, I/we agree to accept full responsibility for and to make full settlement of Transactions. 4.7 I/We agree that the Company shall not be held responsible for any delays or failures in the transmission, receipt or execution of Instructions due to a breakdown or failure of transmission of communication facilities, or to any other cause or causes beyond the control or anticipation of the Company. 4.8 The Company shall use its best endeavours to provide me/us as a matter of record, either electronically or by hard copy, with confirmation of each Transaction it has effected on the Account. Transactions shall be binding on me/us unless I/we object thereto in writing within three days after my/our deemed receipt of the relevant confirmation. In all cases, the Company reserves the right to determine the validity of my/our objection to a Transaction. 4.9 The Company shall use best endeavours to provide me/us, either electronically or by hard copy, with monthly Account statement (in such form as the Company shall determine) containing a list of my/our Securities held in the name of the Company or its Agents or nominees and details of all Transactions effected on the Account since the date of the preceding Account statement or, if there is no preceding Account statement, since the date the Account was opened. The information contained in each Account statement shall be binding on me/us unless I/we object thereto in writing within five days after my/our deemed receipt of the Account statement. In all cases the Company reserves the right to determine the validity of my/our objection to information contained in the Account statement. 4.10 The Company shall not be liable to me/us in respect of any loss suffered by me/us which could or might reasonably have been avoided but for my/our failure to notify the Company as required under sub-clause 4.8 and/or 4.9 above. In spite of my/our confirmation of any transactions and/or statements of account, in all cases the Company reserves the right to amend any errors of the confirmations and statements of account when such errors are discovered subsequently. 4.11 If I/we reside or give Instructions outside Hong Kong, I/we agree to ensure and represent that such Instructions will have been given in compliance with any and all applicable law of the relevant jurisdiction from which my/our Instructions are given, and that when in doubt, shall consult or obtain legal advice on the relevant jurisdiction. I/We accept that there may be taxes or charges payable to relevant authorities in respect of any Instruction given outside Hong Kong, and I/we agree to pay such taxes or charges as applicable. I/We further agree to indemnify the Company on demand for any claims, demands, actions, costs and expenses the Company may suffer or incur in connection with or arising from my/our residing outside Hong Kong or giving of any such Instruction outside Hong Kong.

Orders and Transactions. 4.1 The Company 3.1 Orders will act be entered into C-BRATSSM as my/our agent in effecting Transactions unless it indicates (described in the contract note C-BRATSSM Materials. Market Agent shall have no responsibility or liability for transmissions that are inaccurate or not received by C-BRATSSM, and Market Agent may execute any transaction on the relevant Transaction or otherwise) terms of any Order actually received by C-BRATSSM. Subscriber acknowledges and agrees that it is acting solely responsible for ensuring the accuracy and completeness of each Order entered into C-BRATSSM. Subscriber will be bound by the terms of any Order submitted through C-BRATSSM and by any resulting transactions even if such Order was not authorized by Subscriber. If necessary, Market Agent will use commercially reasonable efforts to implement a verbal instruction validly given by Subscriber to modify, replace or cancel an Order before execution, Subscriber acknowledges and agrees that such efforts may not be effective, that an execution may be performed on the original terms of such Order, and that Market Agent shall have no liability to Subscriber, any Authorized User or any third party for any failure of Market Agent or C-BRATSSM in implementing Subscriber’s instruction to modify, replace or cancel an Order. Subscriber acknowledges and agrees that any action by Subscriber or any Authorized User to modify, replace or cancel an Order submitted to C-BRATSSM by communicating with Market Agent through means other than as principaldescribed herein may be ineffective and that Subscriber shall remain solely responsible and liable for any transactions executed on such Order. 4.2 I/We 3.2 Subscriber agrees that any Order entered by Subscriber or any Authorized User into C-BRATSSM shall from be eligible for execution at any time to time instruct the sale and/or purchase of Securities on my/our behalfuntil such Order has expired by its terms, either verbally, in writing or through any of the Electronic Services. Upon receipt of such Instructions, the Company shall insofar as it considers to be reasonably practicable sell and/or purchase Securities is cancelled in accordance with those Instructionsthis Agreement, provided always or is executed. An Order shall be deemed received by C-BRATSSM when such Order is saved and “time-stamped” by C-BRATSSM. Subscriber understands and agrees that the Company during periods of heavy trading volume, Orders (including instructions to modify, replace or cancel an Order) may take longer to execute and process through C-BRATSSM, and Market Agent shall have an absolute discretion no liability to accept Subscriber or reject purchase Instructionsits customers for any transactions executed for any such Order. 3.3 Subscriber agrees to notify Market Agent if there are any discrepancies between Subscriber’s Eligible Securities Positions as reflected in C-BRATSSM (“Positions”) and Subscriber’s internal books and records, in particularsuch notification to be given as soon as possible, but not limited to, in the any event that I/we have insufficient Margin in the Account to meet the minimum Margin requirements set by the Company, as amended from time to time. I/We further acknowledge that the Company may at any time require me/us to deposit sufficient cleared funds and/or Securities acceptable prior to the Company as additional Margin in submission deadline for Subscriber to enter an Order (the Account before carrying out any Transactions in respect of any “Submission Deadline”) for each Eligible Security on my/our behalf. 4.3 The Company is not required each Bid Process Date. Subscriber acknowledges and agrees that Orders for any Eligible Security must be submitted on or before the Submission Deadline for such Eligible Security. When applicable, Market Agent will endeavor to execute uncovered short selling alert Subscriber of upcoming Submission Deadline(s) for me/us. Where I/we are engaged in covered short sellingEligible Securities then owned by Subscriber (according to C-BRATSSM) to prompt Subscriber, I/we will inform the Company at the time I/we place the sale order and ensure due settlement of my/our short sale trades. I/We will have to ensure and procure that in respect of short selling orders by me/us or on my/our behalfsubmit Orders for each such Eligible Security, all my/our duties and obligations under any relevant provision of the SFO and any other regulatory requirementsand, governmental or otherwisewhen applicable, are duly performed and discharged. 4.4 The Company may, without prior reference to me/us, combine for execution my/our Instructions to purchase and/or sell Securities with Instructions received from other clients. I/We acknowledge that this may result in a more favourable or less favourable price being obtained for me/us than executing my/our Instructions separately. Where there are insufficient Securities to satisfy orders so combined, the Transactions Hold-Auto Order (defined below) will be allocated between submitted unless the clients with due regard to market requirements, applicable regulations and fairness to clients. I/We acknowledge and agree that Subscriber submits Orders for the Company and/or its Agents may at any time prioritise Instructions for best execution pricing. 4.5 I/We understand that by reason entire principal amount of physical restraints and rapid changes of Eligible Securities prices, the Company may not always be able to execute my/our Instructions in full or at the prices quoted “at best” or “at market” or at any other specific time and I/we agree to be bound held by such execution. 4.6 I/We acknowledge and agree all Instructions shall be irrevocable once communicated and that it Subscriber prior to the Submission Deadline. Although Market Agent will not usually be possible to cancel or change an Instruction, whether verbally, in writing or electronically, after it has been given, unless otherwise agreed by the Company. In case of full or partial execution of my/our cancelled Instructions, I/we agree to accept full responsibility for and to make full settlement of Transactions. 4.7 I/We agree that the Company shall not be held responsible for any delays or failures in the transmission, receipt or execution of Instructions due to a breakdown or failure of transmission of communication facilities, or to any other cause or causes beyond the control or anticipation of the Company. 4.8 The Company shall use its best endeavours endeavor to provide me/us as a matter of recordthe notifications set forth herein, either electronically or by hard copy, with confirmation of each Transaction it has effected on the Account. Transactions shall be binding on me/us unless I/we object thereto in writing within three days after my/our deemed receipt of the relevant confirmation. In all cases, the Company reserves the right to determine the validity of my/our objection to a Transaction. 4.9 The Company shall use best endeavours to provide me/us, either electronically or by hard copy, with monthly Account statement (in such form as the Company shall determine) containing a list of my/our Securities held in the name of the Company or its Agents or nominees and details of all Transactions effected on the Account since the date of the preceding Account statement or, if Subscriber acknowledges that there is no preceding Account statement, since the date the Account was opened. The information contained in each Account statement shall be binding on me/us unless I/we object thereto in writing within five days after my/our deemed receipt of the Account statement. In all cases the Company reserves the right to determine the validity of my/our objection to information contained in the Account statement. 4.10 The Company shall not be liable to me/us in respect of any loss suffered by me/us which could or might reasonably have been avoided but for my/our failure to notify the Company as required under sub-clause 4.8 and/or 4.9 above. In spite of my/our confirmation of any transactions and/or statements of account, in all cases the Company reserves the right to amend any errors of the confirmations and statements of account when such errors are discovered subsequently. 4.11 If I/we reside or give Instructions outside Hong Kong, I/we agree to ensure and represent guarantee that such Instructions notifications will have been given in compliance with any and all applicable law of the relevant jurisdiction from which my/our Instructions are be given, and in a timely manner. Subscriber acknowledges and agrees that when in doubt, shall consult or obtain legal advice on the relevant jurisdiction. I/We accept that there Orders may be taxes or charges payable to relevant authorities in respect of any Instruction given outside Hong Kongentered by the Issuer for its own bonds, and I/we agree to pay such taxes or charges as and, when applicable. I/We further agree to indemnify , Orders will be entered for each deal by the Company on demand for any claims, demands, actions, costs and expenses the Company may suffer or incur in connection with or arising from my/our residing outside Hong Kong or giving of any such Instruction outside Hong Kongrespective liquidity provider.