Common use of Laws and Rules Clause in Contracts

Laws and Rules. 4.1. All Exchange Traded Options Business shall be effected by CMSHK upon receiving the written or verbal instructions of the Customer in accordance with all applicable laws, rules and regulatory directions of Hong Kong or elsewhere (and as may be varied from time to time) (collectively the “Rules”). The Rules include and are not limited to the Options Trading Rules of the SEHK, the Clearing Rules of the SEHK Option Clearing House Limited (“SEOCH”) and the rules of the HKSCC and any other applicable laws and regulations. The Customer acknowledges that SEOCH has authority under the Rules to make adjustments to the terms of Contracts, and CMSHK shall notify the Customer of any such material changes which affect Client Contracts to which the Customer is a party. All actions taken by CMSHK, by the SEHK, by the SEOCH or by the HKSCC in accordance with such Rules shall be binding on the Customer. CMSHK shall only act as an agent of the Customer in relation to all Exchanged Traded Options Business, unless otherwise agreed by CMSHK in writing. If the Customer is acting on behalf of another person when instructing CMSHK pursuant to the Options Trading Agreement, CMSHK will continue to treat the Customer alone (rather than such other person) as its client for all purposes. 4.2. The Customer agrees that the terms of the Standard Contract for the relevant options series shall apply to each Client Contract between CMSHK and the Customer, and that all Client Contracts shall be created, exercised, settled and discharged in accordance with the Rules. 4.3. The Rules and all other applicable laws, rules, regulations, by-laws, constitution, policies, customs, notification requirements, reporting obligations and usages of the relevant markets, exchanges and clearing houses (collectively the “Applicable Law and Rules”) shall be binding on the Customer, and the Customer shall observe and comply with the Applicable Law and Rules. The Customer agrees and acknowledges that the Customer shall be responsible for its compliance with the Applicable Law and Rules, in particular, the observation of any notification and reporting obligations, and the Customer shall not rely on CMSHK, nor CMSHK has any duty or obligation to the Customer, to discharge the Customer’s own duties and obligations thereunder. 4.4. Any failure by the Customer to comply with Clause 4.3 above shall constitute an Event of Default as defined under the Securities Account Agreement, in which case Clause 6 below shall apply.

Laws and Rules. 4.1. 3.1 All Exchange Traded Options Business transactions in China Connect Securities which the Company effects on the Client’s instructions ("Transaction") shall be effected by CMSHK upon receiving the written or verbal instructions of the Customer in accordance with all applicable laws, rules and regulatory directions of Hong Kong or elsewhere (and as may be varied from time to time) (collectively the “Rules”). The Rules include and are not limited applying to the Options Trading Rules Company. This includes the rules and codes of SFC and the SEHK and of the SEHKClearing House, in particular the Clearing Rules of the SEHK Option Clearing House Limited (“SEOCH”) and the rules of the HKSCC and any other applicable laws and regulations. The Customer acknowledges that SEOCH has authority under the Rules to make adjustments to the terms of Contracts, and CMSHK shall notify the Customer of any such material changes which affect Client Contracts to which the Customer is a partySpecial Rules. All actions taken by CMSHK, by the SEHK, by the SEOCH or by the HKSCC Company in accordance with such Rules shall be binding on the Customer. CMSHK shall only act as an agent of the Customer in relation to all Exchanged Traded Options Business, unless otherwise agreed by CMSHK in writing. If the Customer is acting on behalf of another person when instructing CMSHK pursuant to the Options Trading Agreement, CMSHK will continue to treat the Customer alone (rather than such other person) as its client for all purposes. 4.2. The Customer agrees that the terms of the Standard Contract for the relevant options series shall apply to each Client Contract between CMSHK and the Customer, and that all Client Contracts shall be created, exercised, settled and discharged in accordance with the Rules. 4.3. The Rules and all other applicable laws, rules, regulations, by-laws, constitution, policies, customs, notification requirements, reporting obligations codes and usages of the relevant markets, exchanges and clearing houses (collectively the “Applicable Law and Rules”) directions shall be legally binding on the CustomerClient. For the avoidance of doubt, such laws and rules codes and directions shall include Applicable Laws, SSE Rules and SZSE Rules and any amendments thereto from time to time. 3.2 The Client acknowledges and agrees that the Client should understand fully the Mainland China’s rules and regulations in relation to short-swing profits, disclosure obligations and follow such rules and regulations accordingly 3.3 The Client acknowledges, understands and agrees that the Client must comply with SSE Rules and/or SZSE Rules, as the case may be and other applicable laws of Mainland China relating to Northbound trading. 3.4 The Client acknowledges, understands and agrees that the Company may forward the Client’s identity to SEHK which may on-forward to SSE and/or SZSE, as the case may be for surveillance and investigation purposes. 3.5 The Client acknowledges, understands and agrees that for SH Northbound trading, if the SSE Rules are breached, or the disclosure and other obligations referred to in the SSE Listing Rules or SSE Rules is breached, SSE has the power to carry out an investigation, and may, through SEHK or SEHK Subsidiary, require the Customer shall observe Company to provide relevant information and comply with materials (including information and personal data concerning the Applicable Law Client and other persons referred to in Rule 537 of SEHK Rules) and to assist in its investigation. 3.6 The Client acknowledges, understands and agrees that for SZ Northbound trading, if the SZSE Rules are breached, or the disclosure and other obligations referred to in the SZSE Listing Rules or SZSE Rules is breached, SZSE has the power to carry out an investigation, and may, through SEHK or SEHK Subsidiary, require the Company to provide relevant information and materials (including information and personal data concerning the Client and other persons referred to in Rule 537 of SEHK Rules) and to assist in its investigation. 3.7 The Client acknowledges and understands that the current Investor Compensation Fund under the SFO will not cover any activities in relation to Northbound trading. The Customer Client also acknowledges and understands that the China Securities Investor Protection Fund will not cover any activities in relation to Northbound trading as stipulated herein. 3.8 The Client acknowledges, understands and agrees that SSE and/or SZSE may request SEHK to require the Company to issue warning statements (verbally or in writing) to the Client, and not to extend trading service to the Client. 3.9 The Client acknowledges that SEHK may (for the purpose of assisting SSE and/or SZSE in their respective regulatory surveillance of the SSE Market and/or SZSE Market and enforcement of the SSE Rules and/or SZSE Rules and as part of the regulatory cooperation arrangement between the SEHK, the SEHK Subsidiary and SSE and/or SZSE), at the request of SSE and/or SZSE, require the Company to provide information concerning the Client and other persons referred to in Rule 537 of SEHK Rules with respect to any China Connect orders input or China Connect Securities Trades made or entered into by the Company on behalf of the Client. 3.10 The Client agrees and acknowledges that for the purposes referred to in Clauses 3.8 to 3.9 hereinabove, the Client authorises that the Company shall authorize the SEHK (whether directly or through the SEHK Subsidiary) to disclose, transfer and provide information and personal data concerning the Client and other persons referred to in Rules 537 of SEHK Rules to SSE and/or SZSE upon request. For the avoidance of doubt, the Client agrees and acknowledges that the Customer shall Client’s relevant information and personal data may be responsible for its disclosed, transferred and provided in compliance with Applicable Laws including the Applicable Law and Rules, in particularPersonal Data (Privacy) Ordinance (Cap. 486) as requested by SEHK or SSE and/or SZSE through SEHK. 3.11 If the Client places any orders to the Company outside Hong Kong (irrespective of whether such orders would be placed by way of Internet Securities Trading Services), the observation Client agrees to ensure and represents that such orders will have been given in compliance with any and all applicable law of the relevant jurisdiction from which the Client’s orders are given. The Client further agrees that when in doubt, the Client shall consult with legal advisers of the relevant jurisdiction. The Client accepts that there may be taxes or charges payable to relevant authorities in respect of any notification instructions and reporting obligations, and that the Customer Company shall not rely on CMSHK, nor CMSHK has be liable for any duty or obligation to the Customer, to discharge the Customer’s own duties and obligations thereunderof such cost. 4.4. Any failure by the Customer to comply with Clause 4.3 above shall constitute an Event of Default as defined under the Securities Account Agreement, in which case Clause 6 below shall apply.