Common use of Instructions and Transactions Clause in Contracts

Instructions and Transactions. 4.1 SW will act as the Client's agent in effecting Transactions unless SW indicates (in the combined daily statement which includes the contract notes and receipts for the relevant Transaction or otherwise) that SW is acting as principal. 4.2 The Client agrees that SW shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which SW may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf. 4.3 The Client agrees that SW (including SW’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does SW give advice or offer any opinion or recommendation with respect to the suitability of any Securities or Transactions. The Client agrees that the Client, independently and without reliance on SW, makes his own decisions and judgments with respect to his Instructions. Should the Client need investment advice from SW, a separate agreement has to be made between the Client and SW. 4.4 The Client or the Client’s Authorized Person(s) may give Instructions to SW (which SW may in its absolute discretion reject) to effect Transactions or other transactions for the Client. SW may act on such Instructions given orally, in writing or electronically which purport, and which SW reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. SW will not be under any duty to verify the capacity of the person(s) giving those Instructions. 4.5 Unless otherwise inform SW in writing, the Client confirms that the Client is the beneficial owner of the Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on the identity, address and contact and other details of such person or entity to SW before giving the Instruction to SW. The Client also undertakes and agrees to provide such information to SW, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of SW’s written request and such undertaking and agreement will survive any termination ofthis Agreement. 4.6 The Client confirms that until such time as SW receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give SW any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange. 4.7 Without prejudice to Clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons. 4.8 On all Transactions, the Client will pay SW's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. SW may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by SW, the Exchange, the SFC and other government agencies, and are subject to change at any time. 4.9 SW may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all Clients. 4.10 SW may, without prior notice to the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients. 4.11 SW will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of SW. 4.12 By reason of physical restraints and rapid changes of Securities prices, SW may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions. 4.13 All Instructions in respect of the transactions in the Securities traded on the Exchange given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. SW may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed. 4.14 The Client may request to cancel or amend their Instructions in respect of the Transactions but SW may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and SW shall incur no liability in connection therewith. 4.15 The Client understands and agrees that SW may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording. 4.16 The Client may request SW to subscribe for Securities offerings on the Client’s behalf. SW may be required to provide warranty or make representation in respect of such application, including but not limited to the following: (a) that SW has due authority to make such application on the Client’s behalf; (b) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby expressly authorizes SW to provide such warranty and representation to the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any allotment of Securities in response to the application made by SW as the Client’s agent. 4.17 At the Client’s request, SW may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be made between the Client and SW. 4.18 The Client understands that SW generally does not accept stop-loss orders. If such orders are accepted, SW does not guarantee the execution of such orders. 4.19 The Client agrees that SW may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that SW is not liable for any losses and/or damages, actual or hypothetical, as a result of such restrictions. 4.20 If SW solicits the sale of or recommend any Financial Product to the Client, the Financial Product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document SW may ask the Client to sign and no statement SW may ask the Client to make derogates from this clause.