Common use of Termination and Effect Clause in Contracts

Termination and Effect. (a) Either party may terminate this Schedule at any time on the giving of not less than one month's written notice prior to any Renewal Date to the other party expiring at the end of the relevant Subscription Period. The Subscriber may not terminate this Schedule in the middle of a Subscription Period. (b) KGI Asia may terminate this Schedule forthwith at any time without any prior notice or compensation to the Subscriber if the Subscriber breaches any term of this Schedule or if the Subscriber's use of or actions in connection with the Service are inappropriate in the reasonable opinion of KGI Asia. (c) Upon the effective date of termination of this Schedule (i) all licences and other rights and privileges granted to the Subscriber under the terms of this Schedule shall forthwith cease; and (ii) the Subscriber will not be entitled to a refund of any Fees which have been paid in advance on the termination of this Schedule. (d) Any termination of this Schedule shall not affect or prejudice the rights and obligations of both parties accrued prior to such termination. This Schedule is supplemental to the Client Agreement and applicable to the Client where the Client is allowed to use the trading and related supporting services provided by KGI Asia in connection with China Connect (the “China-HK Connect Services”) and if so applicable shall form an integral part of the Client Agreement. This Schedule shall be read jointly with Part A and the other Parts and Schedules of this Client Agreement in so far as they are applicable. Capitalized terms used herein, unless the context otherwise requires, have the meanings as set out in Clause 16 below. In the event of any conflict between the provisions of this Schedule and the other parts of this Client Agreement in relation to the subject matter of this Schedule, the provisions of this Schedule shall prevail. The Client is reminded to read this Schedule carefully and thoroughly. If the Client has any doubt, the Client should seek independent legal and/or other professional advice. 1. The Client hereby accepts and agrees to be bound by all the terms and conditions of this Schedule and accepts all risks associated with trading/clearing through the use of the China-HK Connect Services (including but not limited to the risks set out in the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect Risk Disclosure Statement provided by KGI Asia set out in the Account Opening Form on the application for the Account(s) and other risks concerned in northbound trading, such as the prohibition of trading of securities listed on SSE, SZSE and/ or other relevant China Connect Markets which are eligible for trading on China Connect (such securities collectively, the “China Connect Securities”), being liable or responsible for breaching the listing rules and other rules of the relevant China Connect Markets and other applicable laws, rules and regulations). 2. The Client shall comply, and be solely responsible for complying, with all the Market Requirements as may be applicable from time to time to the China-HK Connect Services and trading/clearing through the use of such services. For further information about the Market Requirements relating to the China-HK Connect Services, the Client may refer to the information published from time to time on KGI Asia’s website at ▇▇▇.▇▇▇.▇▇▇.▇▇ and the websites of the Market Authorities (including any successor or replacement of such websites). However, KGI Asia does not represent that such information is up-to-date, accurate or complete, nor undertakes to update it from time to time. 3. In particular, the Client shall be fully aware of and comply with all applicable Market Requirements in Mainland China in relation to short-swing profits, prohibition of conducting off- exchange transactions/transfers and manual trades, shareholding restrictions and disclosure obligations including but not limited to the following in respect of A-shares listed on the relevant China Connect Markets (subject to change without any notice from KGI Asia): (i) Requirement for an investor to disclose interest held or controlled by it in a Mainland China listed company within three working days of its interest reaching 5% of the issued shares of such listed company and not to buy or sell the shares of that company within such three-day period, and the requirement to disclose any change in its shareholding and to comply with the related trading restrictions. (ii) The 10% single foreign investor’s shareholding limit (10% of the total issued shares of a Mainland China listed company) and the 30% aggregate foreign investors’ shareholding limit (30% of the total issued share capital of a Mainland China listed company) applicable to Hong Kong and/or overseas investors and the related forced-sale arrangement. In order to ensure compliance with the applicable shareholding restrictions, the Client shall comply with the forced-sale arrangement that KGI Asia may put in place in respect of Securities of clients from time to time. In the event where the Client breaches any shareholding restriction, KGI Asia and its agents shall have the right to force-sell any of the Client’s Securities upon receiving force-sale notification from SEHK. (iii) All trading must be conducted on the relevant China Connect Markets, i.e. no over-the-counter (OTC) or manual trades are allowed. 4. The Client acknowledges that unless otherwise permitted under the applicable Market Requirements, the China Connect Securities purchased on a trading day cannot be sold on the same day and the Client shall have sufficient China Connect Securities in its Account with KGI Asia before commencement of trading on a trading day if the Client intends to sell the China Connect Securities during a trading day unless otherwise permitted under the applicable Market Requirements (such as when a special segregated account (SPSA) arrangement is in place). The Client is prohibited from day trading and naked short selling in China Connect Securities. Where an SPSA has been designated to the Client, the Client hereby (i) agrees to ensure that there are sufficient Securities in the SPSA to settle the delivery obligations on the settlement day and, if a sell order is executed for the SPSA, the relevant Securities will be delivered to KGI Asia or its agents for settlement; and (ii) authorizes the production, replication and transmission of stock holding records of the SPSA for the purpose of enabling SEHK and its relevant subsidiaries to carry out pre-trade checking procedures in accordance with the rules of SEHK. 5. Unless otherwise allowed by KGI Asia, the Client agrees not to place any margin trading, stock borrowing and lending or short selling order to KGI Asia in respect of any China Connect Securities and any order placed by the Client to KGI Asia for any China Connect Securities shall be deemed to have been made with the representation and confirmation to KGI Asia that such order does not involve margin trading, stock borrowing and lending or short selling. Where the Client is allowed by KGI Asia to conduct margin trading, stock borrowing and lending and/or short-selling activities through the use of the China-HK Connect Services, the Client shall be fully aware of the restrictions, requirements and conditions applicable to such activities. In particular, the Client acknowledges that trading services for such activities may be suspended, restricted or ceased in circumstances stipulated by the applicable Market Requirements (such as when volume of trading activities exceeds the thresholds prescribed by the relevant Market Requirements or any abnormal trading activities have or are suspected to have taken place). The Client further acknowledges that margin trading and short-selling activities may only be conducted in respect of eligible China Connect Securities. The Client may refer to the lists of eligible China Connect Securities published on the website of Hong Kong Exchanges and Clearing Limited (“HKEX”) from time to time. 6. The Client acknowledges that SEHK, SSE, SZSE, the other relevant China Connect Market Operators and their respective subsidiaries and affiliates have powers not to extend their services relating to the China-HK Connect Services, require KGI Asia not to accept instructions from the Client and to suspend or restrict KGI Asia from inputting orders under any BCAN (as defined in Clause 10.1 below) in circumstances stipulated by the applicable Market Requirements (such as upon contravention of any relevant Market Requirement or abnormal trading conduct committed by any of the Client, KGI Asia and/or its agents) and KGI Asia may refuse to accept instructions from or cease to provide all or part of the China-HK Connect Services to the Client in KGI Asia’s absolute discretion without any prior notice. 7. The Client agrees that KGI Asia and its agents may take or refrain from taking such actions whether in the Client’s name or otherwise in KGI Asia’s absolute discretion without any prior notice (including but not limited to taking any action for a forced-sale of the relevant Securities, cancelling, limiting, restricting, suspending, not sending in or refusing to accept or input any Client’s order under any BCAN, order cancellation request or other instruction and suspending, restricting or ceasing to provide all or part of the China-HK Connect Services) (i) so as to ensure or facilitate compliance with the applicable Market Requirements (such as when SEHK, at the relevant China Connect Market Operator’s request, requires the Client’s order to be rejected) and to avoid or mitigate any losses that may be incurred or suffered by KGI Asia and its agents in so ensuring or facilitating compliance with the relevant Market Requirements; (ii) if the Client breaches any Market Requirement or term of this Schedule; or (iii) upon the happening of any contingency or force majeure event beyond the reasonable control of KGI Asia or its agents (such as hoisting of Typhoon Signal No. 8 in Hong Kong or when SEHK loses all its communication lines with the relevant China Connect Market Operator). Upon the happening of any of the aforesaid events, the Client shall still bear the settlement obligations if the Client’s orders are matched and executed. 8. The Client agrees that for the purposes of carrying out the Client’s orders or exercising any of KGI Asia’s rights under this Schedule or under any of the Client’s Accounts with KGI Asia, KGI Asia may, at any time in its sole and absolute discretion and without any obligation, convert any amount in any currency in any Account(s) of the Client or standing to the Client’s credit to any other currency, and any exchange rate losses and the costs of conversion shall be borne by the Client. 9. The Client acknowledges that any Market Authorities (including but not limited to SSE, SZSE, SEHK and their respective subsidiaries and affiliates) may have powers to carry out any checking of the Client’s records and any investigation in respect of any breach or suspected breach of any applicable Market Requirements and agrees that KGI Asia and/or its agents and SEHK may, in accordance with the request made by any other Market Authority, (i) provide relevant information and materials (including but not limited to information, identities, addresses, contact details and other personal data regarding the Client, the Client’s Accounts and other persons or entities (legal or otherwise) who are ultimately responsible for originating the instruction in relation to a transaction (and the instruction given) and stand to gain the commercial or economic benefit of the transaction and/or bear its commercial or economic risk and information regarding their orders and transactions) within such period as the relevant Market Authority may request; and (ii) provide assistance and issue warnings to the Client to facilitate any checking, investigation, surveillance, enforcement or compliance with any applicable Market Requirements or any regulatory cooperation arrangement between SEHK, any China Connect Market Operator and/or their respective relevant subsidiaries. Without prejudice to the generality of the foregoing, (a) KGI Asia and/or its agents may forward the Client’s identity to SEHK which may on-forward to SSE and/or SZSE for surveillance and investigation purposes; (b) if the rules of SSE or SZSE are breached, or the disclosure and other obligations referred to in the listing rules or other rules of SSE or SZSE are breached, SSE or SZSE has the power to carry out an investigation, and may, through SEHK, require KGI Asia and/or its agents to provide relevant information and materials and to assist in its investigation; and (c) SSE and SZSE may, through SEHK, make requests for warning statements (verbal or written) to be issued by KGI Asia and/or its agents to the Client and for northbound trading services not to be extended to the Client. 10.1 The Client acknowledges and agrees that in providing northbound trading services to the Client, KGI Asia will be required to: (i) tag each of the Client’s orders submitted to the CSC with a Broker-to-Client Assigned Number (“BCAN”) that is unique to the Client or, as appropriate and applicable, the BCAN that is assigned to the Client’s joint account with KGI Asia; and (ii) provide to SEHK the Client’s assigned BCAN and such identification information (including but not limited to name, identity document type, identity document issuing country or jurisdiction and identity document number) (“Client Identification Data” or “CID”) relating to the Client as SEHK may request from time to time under the rules of SEHK. Without limitation to any notification KGI Asia has given the Client or consent KGI Asia has obtained from the Client in respect of the processing of the Client’s personal data in connection with the Client’s Account and KGI Asia’s services to the Client, the Client acknowledges and agrees that KGI Asia may collect, store, use, disclose and transfer personal data relating to the Client as required as part of KGI Asia’s China-HK Connect Services, including as follows: (a) to disclose and transfer the Client’s BCAN(s) and CID to SEHK and its relevant subsidiaries from time to time, including by indicating the Client’s BCAN when inputting a China Connect Order into the CSC, which will be further routed to the relevant China Connect Market Operator on a real-time basis; (b) to allow each of SEHK and its relevant subsidiaries to: (i) collect, use and store the Client’s BCAN(s), CID and any consolidated, validated and mapped BCANs and CID information provided by the relevant China Connect Clearing House (in the case of storage, by any of them or via HKEX) for market surveillance and monitoring purposes and enforcement of the rules of SEHK; (ii) transfer such information to the relevant China Connect Market Operator (directly or through the relevant China Connect Clearing House) from time to time for the purposes set out in (c) and (d) below; and (iii) disclose such information to the relevant regulators and law enforcement agencies in Hong Kong so as to facilitate the performance of their statutory functions with respect to the Hong Kong financial markets;

Termination and Effect. (a) Either party may terminate this Schedule at any time on the giving of not less than one month's written notice prior to any Renewal Date to the other party expiring at the end of the relevant Subscription Period. The Subscriber may not terminate this Schedule in the middle of a Subscription Period. (b) KGI Asia may terminate this Schedule forthwith at any time without any prior notice or compensation to the Subscriber if the Subscriber breaches any term of this Schedule or if the Subscriber's use of or actions in connection with the Service are inappropriate in the reasonable opinion of KGI Asia. (c) Upon the effective date of termination of this Schedule (i) all licences and other rights and privileges granted to the Subscriber under the terms of this Schedule shall forthwith cease; and (ii) the Subscriber will not be entitled to a refund of any Fees which have been paid in advance on the termination of this Schedule. (d) Any termination of this Schedule shall not affect or prejudice the rights and obligations of both parties accrued prior to such termination. This Schedule is supplemental to the Client Agreement and applicable to the Client where the Client is allowed to use the trading and related supporting services provided by KGI Asia in connection with China Connect (the “China-HK Connect Services”) and if so applicable shall form an integral part of the Client Agreement. This Schedule shall be read jointly with Part A and the other Parts and Schedules of this Client Agreement in so far as they are applicable. Capitalized terms used herein, unless the context otherwise requires, have the meanings as set out in Clause 16 below. In the event of any conflict between the provisions of this Schedule and the other parts of this Client Agreement in relation to the subject matter of this Schedule, the provisions of this Schedule shall prevail. The Client is reminded to read this Schedule carefully and thoroughly. If the Client has any doubt, the Client should seek independent legal and/or other professional advice. 1. The Client hereby accepts and agrees to be bound by all the terms and conditions of this Schedule and accepts all risks associated with trading/clearing through the use of the China-HK Connect Services (including but not limited to the risks set out in the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect Risk Disclosure Statement provided by KGI Asia set out in the Account Opening Form on the application for the Account(s) and other risks concerned in northbound trading, such as the prohibition of trading of securities listed on SSE, SZSE and/ or and/or other relevant China Connect Markets which are eligible for trading on China Connect (such securities collectively, the “China Connect Securities”), being liable or responsible for breaching the listing rules and other rules of the relevant China Connect Markets and other applicable laws, rules and regulations). 2. The Client shall comply, and be solely responsible for complying, with all the Market Requirements as may be applicable from time to time to the China-HK Connect Services and trading/clearing through the use of such services. For further information about the Market Requirements relating to the China-HK Connect Services, the Client may refer to the information published from time to time on KGI Asia’s website at ▇▇▇.▇▇▇.▇▇▇▇▇▇.▇▇▇ and the websites of the Market Authorities (including any successor or replacement of such websites). However, KGI Asia does not represent that such information is up-to-date, accurate or complete, nor undertakes to update it from time to time. 3. In particular, the Client shall be fully aware of and comply with all applicable Market Requirements in Mainland China in relation to short-swing profits, prohibition of conducting off- exchange transactions/transfers and manual trades, shareholding restrictions and disclosure obligations including but not limited to the following in respect of A-shares listed on the relevant China Connect Markets (subject to change without any notice from KGI Asia): (i) Requirement for an investor to disclose interest held or controlled by it in a Mainland China listed company within three working days of its interest reaching 5% of the issued shares of such listed company and not to buy or sell the shares of that company within such three-day period, and the requirement to disclose any change in its shareholding and to comply with the related trading restrictions. (ii) The 10% single foreign investor’s shareholding limit (10% of the total issued shares of a Mainland China listed company) and the 30% aggregate foreign investors’ shareholding limit (30% of the total issued share capital of a Mainland China listed company) applicable to Hong Kong and/or overseas investors and the related forced-sale arrangement. In order to ensure compliance with the applicable shareholding restrictions, the Client shall comply with the forced-sale arrangement that KGI Asia may put in place in respect of Securities of clients from time to time. In the event where the Client breaches any shareholding restriction, KGI Asia and its agents shall have the right to force-sell any of the Client’s Securities upon receiving force-sale notification from SEHK. (iii) All trading must be conducted on the relevant China Connect Markets, i.e. no over-the-the- counter (OTC) or manual trades are allowed. 4. The Client acknowledges that unless otherwise permitted under the applicable Market Requirements, the China Connect Securities purchased on a trading day cannot be sold on the same day and the Client shall have sufficient China Connect Securities in its Account with KGI Asia before commencement of trading on a trading day if the Client intends to sell the China Connect Securities during a trading day unless otherwise permitted under the applicable Market Requirements (such as when a special segregated account (SPSA) arrangement is in place). The Client is prohibited from day trading and naked short selling in China Connect Securities. Where an SPSA has been designated to the Client, the Client hereby (i) agrees to ensure that there are sufficient Securities in the SPSA to settle the delivery obligations on the settlement day and, if a sell order is executed for the SPSA, the relevant Securities will be delivered to KGI Asia or its agents for settlement; and (ii) authorizes the production, replication and transmission of stock holding records of the SPSA for the purpose of enabling SEHK and its relevant subsidiaries to carry out pre-trade checking procedures in accordance with the rules of SEHK. 5. Unless otherwise allowed by KGI Asia, the Client agrees not to place any margin trading, stock borrowing and lending or short selling order to KGI Asia in respect of any China Connect Securities and any order placed by the Client to KGI Asia for any China Connect Securities shall be deemed to have been made with the representation and confirmation to KGI Asia that such order does not involve margin trading, stock borrowing and lending or short selling. Where the Client is allowed by KGI Asia to conduct margin trading, stock borrowing and lending and/or short-selling activities through the use of the China-HK Connect Services, the Client shall be fully aware of the restrictions, requirements and conditions applicable to such activities. In particular, the Client acknowledges that trading services for such activities may be suspended, restricted or ceased in circumstances stipulated by the applicable Market Requirements (such as when volume of trading activities exceeds the thresholds prescribed by the relevant Market Requirements or any abnormal trading activities have or are suspected to have taken place). The Client further acknowledges that margin trading and short-selling activities may only be conducted in respect of eligible China Connect Securities. The Client may refer to the lists of eligible China Connect Securities published on the website of Hong Kong Exchanges and Clearing Limited (“HKEX”) from time to time. 6. The Client acknowledges that SEHK, SSE, SZSE, the other relevant China Connect Market Operators and their respective subsidiaries and affiliates have powers not to extend their services relating to the China-HK Connect Services, require KGI Asia not to accept instructions from the Client and to suspend or restrict KGI Asia from inputting orders under any BCAN (as defined in Clause 10.1 below) in circumstances stipulated by the applicable Market Requirements (such as upon contravention of any relevant Market Requirement or abnormal trading conduct committed by any of the Client, KGI Asia and/or its agents) and KGI Asia may refuse to accept instructions from or cease to provide all or part of the China-HK Connect Services to the Client in KGI Asia’s absolute discretion without any prior notice. 7. The Client agrees that KGI Asia and its agents may take or refrain from taking such actions whether in the Client’s name or otherwise in KGI Asia’s absolute discretion without any prior notice (including but not limited to taking any action for a forced-sale of the relevant Securities, cancelling, limiting, restricting, suspending, not sending in or refusing to accept or input any Client’s order under any BCAN, order cancellation request or other instruction and suspending, restricting or ceasing to provide all or part of the China-HK Connect Services) (i) so as to ensure or facilitate compliance with the applicable Market Requirements (such as when SEHK, at the relevant China Connect Market Operator’s request, requires the Client’s order to be rejected) and to avoid or mitigate any losses that may be incurred or suffered by KGI Asia and its agents in so ensuring or facilitating compliance with the relevant Market Requirements; (ii) if the Client breaches any Market Requirement or term of this Schedule; or (iii) upon the happening of any contingency or force majeure event beyond the reasonable control of KGI Asia or its agents (such as hoisting of Typhoon Signal No. 8 in Hong Kong or when SEHK loses all its communication lines with the relevant China Connect Market Operator). Upon the happening of any of the aforesaid events, the Client shall still bear the settlement obligations if the Client’s orders are matched and executed. 8. The Client agrees that for the purposes of carrying out the Client’s orders or exercising any of KGI Asia’s rights under this Schedule or under any of the Client’s Accounts with KGI Asia, KGI Asia may, at any time in its sole and absolute discretion and without any obligation, convert any amount in any currency in any Account(s) of the Client or standing to the Client’s credit to any other currency, and any exchange rate losses and the costs of conversion shall be borne by the Client. 9. The Client acknowledges that any Market Authorities (including but not limited to SSE, SZSE, SEHK and their respective subsidiaries and affiliates) may have powers to carry out any checking of the Client’s records and any investigation in respect of any breach or suspected breach of any applicable Market Requirements and agrees that KGI Asia and/or its agents and SEHK may, in accordance with the request made by any other Market Authority, (i) provide relevant information and materials (including but not limited to information, identities, addresses, contact details and other personal data regarding the Client, the Client’s Accounts and other persons or entities (legal or otherwise) who are ultimately responsible for originating the instruction in relation to a transaction (and the instruction given) and stand to gain the commercial or economic benefit of the transaction and/or bear its commercial or economic risk and information regarding their orders and transactions) within such period as the relevant Market Authority may request; and (ii) provide assistance and issue warnings to the Client to facilitate any checking, investigation, surveillance, enforcement or compliance with any applicable Market Requirements or any regulatory cooperation arrangement between SEHK, any China Connect Market Operator and/or their respective relevant subsidiaries. Without prejudice to the generality of the foregoing, (a) KGI Asia and/or its agents may forward the Client’s identity to SEHK which may on-forward to SSE and/or SZSE for surveillance and investigation purposes; (b) if the rules of SSE or SZSE are breached, or the disclosure and other obligations referred to in the listing rules or other rules of SSE or SZSE are breached, SSE or SZSE has the power to carry out an investigation, and may, through SEHK, require KGI Asia and/or its agents to provide relevant information and materials and to assist in its investigation; and (c) SSE and SZSE may, through SEHK, make requests for warning statements (verbal or written) to be issued by KGI Asia and/or its agents to the Client and for northbound trading services not to be extended to the Client. 10.1 The Client acknowledges and agrees that in providing northbound trading services to the Client, KGI Asia will be required to: (i) tag each of the Client’s orders submitted to the CSC with a Broker-to-Client Assigned Number (“BCAN”) that is unique to the Client or, as appropriate and applicable, the BCAN that is assigned to the Client’s joint account with KGI Asia; and (ii) provide to SEHK the Client’s assigned BCAN and such identification information (including but not limited to name, identity document type, identity document issuing country or jurisdiction and identity document number) (“Client Identification Data” or “CID”) relating to the Client as SEHK may request from time to time under the rules of SEHK. Without limitation to any notification KGI Asia has given the Client or consent KGI Asia has obtained from the Client in respect of the processing of the Client’s personal data in connection with the Client’s Account and KGI Asia’s services to the Client, the Client acknowledges and agrees that KGI Asia may collect, store, use, disclose and transfer personal data relating to the Client as required as part of KGI Asia’s China-HK Connect Services, including as follows: (a) to disclose and transfer the Client’s BCAN(s) and CID to SEHK and its relevant subsidiaries from time to time, including by indicating the Client’s BCAN when inputting a China Connect Order into the CSC, which will be further routed to the relevant China Connect Market Operator on a real-time basis; (b) to allow each of SEHK and its relevant subsidiaries to: (i) collect, use and store the Client’s BCAN(s), CID and any consolidated, validated and mapped BCANs and CID information provided by the relevant China Connect Clearing House (in the case of storage, by any of them or via HKEX) for market surveillance and monitoring purposes and enforcement of the rules of SEHK; (ii) transfer such information to the relevant China Connect Market Operator (directly or through the relevant China Connect Clearing House) from time to time for the purposes set out in (c) and (d) below; and (iii) disclose such information to the relevant regulators and law enforcement agencies in Hong Kong so as to facilitate the performance of their statutory functions with respect to the Hong Kong financial markets;