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Chinatrust Commercial Bank_ Ltd._ Hong Kong Branch Account Opening

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					Chinatrust Commercial Bank, Ltd.,
       Hong Kong Branch




Account Opening Master Agreement
            Version 5   June 2011
                                           TABLE OF CONTENTS



CHAPTER 1 MASTER TERMS AND CONDITIONS FOR VARIOUS TYPES OF ACCOUNTS AND SERVICES ...….3

CHAPTER 2 TERMS AND CONDITIONS FOR VARIOUS BUSINESSES ………………………………………………..14

CHAPTER 3 TERMS AND CONDITIONS FOR FINANCIAL TRANSACTIONS ……………………………………..…..27

CHAPTER 4 TERMS AND CONDITIONS FOR SECURITIES …………………………………………………………….41

Annexure 1 - Risk Disclosure Statements……………………………………………………………………………………..50

Annexure 2 - Notice to Customers relating to the Personal Data (Privacy) Ordinance (the “Ordinance”)………………56




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CHAPTER 1   MASTER TERMS AND CONDITIONS FOR VARIOUS TYPES OF ACCOUNTS AND SERVICES


            Any type of account opened and maintained and service provided at Chinatrust Commercial Bank,
            Ltd., Hong Kong Branch (hereinafter referred to as the “Bank”) shall be governed by the terms of
            this Agreement and be bound by all the terms as follows:

Article 1   Terms and conditions for account usage

I.          The Customer authorises the Bank to deal with the following matters:

            (I)    to execute and deal with all instructions and / or orders in relation to the transfer, remittance,
                   withdrawal and / or payment of funds, and to charge for payment from the designated account
                   such funds, related handling fee and other related expenses; and

            (II)   to execute and / or deal with all instructions and / or orders in respect of the account and/or
                   arrange settlement of the same, provided that the above instructions and / or orders must be
                   (i) signed by the relevant account holder in accordance with the signature arrangement as
                   agreed and valid for the time being; or (ii) issued by other means or methods mutually agreed
                   by the Customer and the Bank. If there is any change to such terms, it must be agreed by
                   the Bank and the Customer.

II.         Notwithstanding the provisions in Article 1 above, unless otherwise expressly agreed by the Bank,
            instructions and / or orders for the transfer or payment of funds shall only be accepted by the Bank
            under the following conditions: (a) when there is adequate amount of funds in the specific currency
            in the designated account, and (b) such instructions and/or orders comply with each of the relevant
            provisions of the Bank.

III         All matters in relation to the account which are dealt with at the counters of the Bank must be
            performed during the business hours prescribed by the Bank.

IV.         The Bank is entitled not to execute any request, instruction or order for suspension of payment in
            relation to a dishonoured cheque or other instrument without incurring any responsibility to the
            Customer, unless such requests, instructions and / orders are issued in writing, signed by the
            person authorized to sign in accordance with the signing arrangements with respect to the relevant
            account for the time being and the Bank confirms receipt thereof. The Bank shall not have any
            responsibility to make enquiry with the Customer in respect of the requests, instructions or orders
            not issued according to the above provisions (hereinafter referred to as “Improper Dishonour
            Instruction”). Notwithstanding the above provisions, if the Bank receives any Improper Dishonour
            Instruction, it has the discretion (but not the responsibility ) in circumstances considered by it to be
            appropriate, to decide not to pay any Improper Dishonour Instruction without first requiring
            verification and / or signed confirmation from the Customer or its agent until the Bank receives the
            notice in writing with valid signature instructing the Bank to honour the payment. The Bank will not
            assume any liability to the Customer arising from such action for dishonouring payment by mistake
            or other consequences.

Article 2   Collections

I.          The Bank reserves its right to reject the deposit of any cheque, remittance order and / or other
            instrument into an account. All items accepted for payment into an account are subject to final
            clearance, that is, the Bank has confirmed the receipt of funds for such items which are freely
            disposable and immediately available. Unless otherwise agreed by the Bank, such items shall not


                                                      -3-
            be withdrawn before clearance. In addition, whether or not the Bank permits withdrawal before
            final clearance, the Bank reserves its right to charge for payment from the relevant account for such
            items which have been rejected for payment thereafter together with (i) relevant interest and (ii) any
            fees and expenses.

II.         All items accepted for deposit into an account and which are payable outside Hong Kong must be
            bound by the following conditions: (i) the Uniform Rules for Collections (International Chamber of
            Commerce Publication No. 522) and its amendment and / or its substitution. However, unless
            otherwise requested by the Bank, the order to receive items in writing may be dispensed with; and
            (ii) the laws in relation to the place of payment for the items and / or the practice of the Bank at such
            location. Moreover, unless the Customer otherwise provides special instruction in writing, the
            Bank will not deal with the certificate of dishonouring payment for such items.

III.        The items to be deposited into an account must be of the same currency for that account.

IV.         All items payable in Hong Kong will be deposited into the relevant account after normal clearing
            time.

V.          The Bank reserves its right to collect from the Customer any fees determined by the Bank in relation
            to the acceptance of any items. Moreover, the Customer shall immediately compensate and repay
            the Bank for all claims, undertakings and settlements, and reasonably incurred litigations costs and
            expenses arising from any such items, upon the demand of the Bank.

VI.         Without the endorsement of the payee, any cheque, remittance order and / or other instrument
            accepted and deposited into the accounts whether such items are crossed “account payee only” or
            “non-negotiable account payee only” shall be treated by the Bank as being authorized in case of a
            joint account, to accept and deposit any such cheque or other instrument with any one or more
            party(ies) comprising the Customer (but not all of them) as the payee into the account.


Article 3   Rules of the Hong Kong Associations of Banks


            All accounts shall comply with and be bound by the rules of the Hong Kong Associations of Banks
            as applicable to the Bank for the time being. In the event this Agreement contravenes with the
            rules as aforesaid, appropriate changes and amendments will be considered to be effected
            automatically to the former to enable the Bank to comply with such rules (including the provisions on
            specific interest rate). Such amendments to enable the Bank to comply with such rules shall
            forthwith become effective and irrevocably binding on the Customer after notice thereof has been
            published by the Bank in any two newspapers circulating in Hong Kong.


Article 4   Hong Kong dollars cash transactions

            Any Hong Kong dollars cash transactions between the Bank and the Customer, or between the
            Bank and a third party will be calculated on a minimum basic unit, which is the smallest unit of the
            legal tender for Hong Kong dollar for the time being. The balance of any amount smaller than such
            unit will be rounded down to the nearest minimum basic unit. The payment or repayment of any
            amount in Hong Kong dollar in cash by the Bank, the Customer or any party being rounded down
            according to the method referred to above, will be treated as full discharge of the payment or
            repayment obligation (including the amount not paid as a result of the round down). For the
            avoidance of doubt, this Agreement shall not affect any transaction by cheque or payment or
            repayment in cash not in Hong Kong dollars.


                                                      -4-
Article 5   Current account (or referred to as the checking account)

            The following provisions are applicable to current account (or referred to as checking account):

I.          Amounts can be drawn from the account by using cheques.           Unless the Bank agrees otherwise,
            cheques provided by the Bank must be used.

II.         The Customer shall apply to the Bank for cheque book according to the procedures provided by the
            Bank. The Bank is entitled to decide the format and contents of cheques and the quantity of
            cheques issued to the Customer each time for use. The Bank may deliver cheque book to the
            Customer in person or the party holding application for the collection of cheques, or deliver by post
            to the Customer according to the address of the Customer recorded by the Bank. The Bank shall
            follow the instruction of the Customer to deliver cheque book. The Bank shall not be responsible for
            any delay, loss or wrong delivery of the same whatsoever unless caused by the negligence of the
            Bank.


Article 6   Savings account

            The following provisions are applicable to the savings account:

I.          The savings account will be in the form of statement saving account, no withdrawals can be made
            by way of cheques.

II.         Upon payment or transfer of the amount as instructed by the party claiming the right to sign on the
            withdrawal slip as the authorized signatory of the account or otherwise act in accordance with the
            instructions of the authorized signatory, the Bank shall forthwith discharge its liability absolutely.
            However, whenever the Bank considers necessary, it may (but the Bank does not have the
            obligation to) request the party claiming the right to sign to draw the amount from the Bank in person
            and produce identification documents to the satisfaction of the Bank.

III.        The savings account can be denominated in a single specific currency or multiple currencies. The
            Bank is entitled to decide at any time which currency may be deposited into the multiple currencies
            saving account.

IV.         Regarding the interest payable on the savings account:

            (I)    It will be determined according to the interest rate determined by the Bank at its absolute
                   discretion at any time as applicable to the same type of account of same currency and bears
                   interests on the balance of deposits in the account everyday. Notwithstanding items being
                   credited into the account, the amount shall only bears interest after cleared funds are
                   received by the Bank.

            (II)   Interests from deposits will be credited to the account once every six months or at other time
                   determined by the Bank at its absolute discretion from time to time. If the deposits in a
                   currency in the account are less than the minimum balance for such currency fixed by the
                   Bank, no interest will be payable. Such minimum balance may be changed from time to time
                   without prior notice. In the event any account is closed during an interest accrual period, its
                   interest will be accrued to the last day of the previous month or other date determined by the
                   Bank.



                                                     -5-
Article 7   Deposit account

            The following provisions are applicable to various types of deposits (whether fixed deposits or call
            deposits) and savings account:

I.          The Bank reserves the absolute right whether or not to take any deposit. Any deposit accepted by
            the Bank into any deposit account will be subject to and bound by the provisions of this Agreement
            and the deposit receipts or other terms set out in other documents issued by the Bank for such type
            of deposit. If there is any conflict between such documents, the latter shall prevail.

II.         When the Bank takes deposits, it reserves the absolute right to credit immediately available funds in
            the same currency of the deposits. Any deposit taken by the Bank from funds that are not
            immediately available is subject to (i) confirmation of the Bank for receipt of cleared funds, (ii) the
            cancellation of any relevant deposit by the Bank without notice if the cleared funds are not received
            thereafter; (iii) save as agreed by the Bank, the relevant deposit (whether principal or interest) shall
            not be drawn prior to the receipt of cleared fund; (iv) the Customer shall forthwith upon demand
            settle any loss, expenses and reasonably incurred costs arising from the Bank’s non receipt of the
            cleared funds.

III.        Upon the drawing of any deposit, the Bank is entitled (but not obliged) to demand delivery of the
            original deposit receipt/deposit confirmation for reference.

IV.         Unless otherwise agreed by the Bank, the fixed deposit will only be withdrawn on or after the
            maturity date. The call deposit will only be withdrawn after expiry of the relevant notice of
            payment.


Article 8   Foreign currency account

            The following provisions are applicable to various types of foreign currency accounts and foreign
            currency deposits:

I.          “Foreign currencies” refers to all other currencies other than the lawful currency of Hong Kong, and
            includes the denomination of currency in Europe generally accepted in the international market and
            other similar credit units.

II.         Foreign currency account can be sub-divided into foreign currency telegraphic transfer account
            (hereinafter referred to as the “TT account”) and foreign currency notes account (hereinafter
            referred to as the “Notes account”). Unless expressly specified as a Notes account, all foreign
            currency accounts are TT accounts. The Bank is entitled not to accept deposit of notes into the TT
            account. If notes are to be accepted for deposit, it must be accepted according to the provisions of
            the Bank with payment of the difference in exchange rate and / or other expenses.

III.        When money is drawn from the foreign currency account, the Bank has absolute discretion to
            decide the means of payment to the Customer in any one or more of the following forms:

            (I)    TT account - to deliver the amount withdrawn in the relevant currency by telegraphic transfer
                   to an account at a financial institution. The account shall be designated by the Customer
                   and agreed by the Bank. The Customer shall pay all related expenses as prescribed by the
                   Bank; and / or

            (II)   TT account – to issue a cheque or remittance order to the Customer with the amount


                                                     -6-
                    withdrawn in the relevant currency. The payee bank of such cheque or remittance order and
                    the location of payment shall be solely decided by the Bank; and / or

            (III)   Notes account - Under the circumstances that the Bank has adequate foreign currency notes,
                    the amount withdrawn in the relevant currency will be paid in the notes of such currency; and /
                    or

            (IV)    All foreign currency accounts - to convert the amounts withdrawn in the relevant currency into
                    an equivalent amount in Hong Kong dollar according to the exchange rate of such currency
                    published by the Bank at the time of withdrawal. The amount in TT account shall be
                    converted according to the telegraphic transfer bid rate. The amount in Notes account shall
                    be converted according to the note exchange bid rate.

IV.         In the course of opening foreign currency accounts, the Bank is entitled to make selections for the
            Customer and reserves the right to open accounts in any currencies acceptable to the Bank or in
            the course of handling account deposits, the Bank is entitled to, after obtaining Customer’s consent,
            open accounts and make entries in the original currency of denomination remitted to or deposited
            with the Bank by the Customer. In case such original currency is not a currency acceptable to the
            Bank, the Bank shall have the right to refuse to deposit such currency into the remitted account. If it
            is acceptable to the Bank to deposit such currency, the Customer shall be responsible for any
            interest, difference in currency conversion and/or other charges stipulated by the Bank.


Article 9   Joint account

            An account which is opened and maintained by two or more persons constituting the Customer:-

I.          The Customer shall be jointly and severally liable for all liabilities due to the Bank under such type of
            account. The term “Customer” refers to any or all such persons and shall be construed accordingly
            in this Agreement.

II.         The current and deposit accounts opened jointly by the persons constituting the Customer and
            accounts of any nature to be jointly opened by such persons (including but not limited to savings
            and fixed/call deposit) shall follow the instructions of any one or more persons constituting the
            Customer from time to time.

III.        The cheques, remittance accommodation or evidence of payment issued from such joint account or
            receipts for overdraft at the Bank, or the statements of deposits in respect of the persons
            constituting the Customer in joint name, or any other documents or instructions in writing shall be
            payable for the Customer by the Bank. The Bank shall also deal with all matters related to such
            joint account according to the instructions of the Customer, such instruction may be arising from one
            of the following circumstances:

            (I)     The transfer of money to a personal account of any one of the persons constituting the
                    Customer.

            (II)    The cheques issued and signed by any one of the persons constituting the Customer and
                    payable to himself.

IV.         In the meantime, accept the request of the Customer to deliver any securities, deeds or all other
            properties jointly held at the Bank to any person specified by the Customer.




                                                      -7-
V.           The deposit of all cheques, payment authorization and bills with any one or more persons
             constituting the Customer as the payee into the joint account of the Customer, whether such
             document is crossed “Account Payee” or “Account Payee only”.

VI.          All monies received by the Bank for the persons constituting the Customer individually or jointly,
             including interest and dividends will be deposited into the joint account of the Customer, whether
             such document is crossed “Account Payee” or “Account Payee only”.

VII.         Any performance of obligations by the Bank to any one of the Customer shall be deemed to have
             fully discharged its obligations towards the Customer under this Agreement.

VIII.        The Customer is abide by this Agreement, notwithstanding:-

             (I)    any one of the Customer intended to be bound is not bound.

             (II)   any provision of this Agreement becomes invalid or unenforceable against any one or more of
                    the Customer (whether or not it is made known to the Bank).

IX.          The Bank shall be entitled to deal separately with any one or more of the Customer on any matter
             without prejudicing or affecting the Bank’s rights and remedies against any such other of the Customer.

X.           Any notice issued by the Bank under this Agreement to any one of the Customer shall be deemed to
             have been duly and validly issued to all of the Customer

XI.          Unless there is any right or objection claimed by any court or institution in Hong Kong or other
             applicable jurisdictions, the deposits in each of the joint accounts, and any securities, deeds and all
             other properties held at the Bank jointly by the persons constituting the Customer shall be deemed
             as owned by all survivors or the only survivor of the persons constituting the Customer. However,
             any right of the Bank in respect of lien, pledge, set-off, counter-claim or any other right over such
             deposits or securities will not be affected. At the same time, whenever the Bank considers
             appropriate, it has absolute discretion to take any procedure or legal action necessary as a result of
             the claim from any party apart from all survivors or the only survivor of the Customer.

XII.         The application, redemption or conversion of investment products by the Customer under the joint
             account shall mean that the holders of the joint account agree that the principal account holder shall
             become the owner of such investment product, and to treat the related transactions accordingly.
             The persons constituting the Customer also agree that without written authorization by all of them to
             act otherwise, the specimen signature of the principal account holder will only be applied in dealing
             with investment products related operations even if two or more sets of specimen signatures are
             required for the account. All other joint account holders shall open separate individual accounts for
             the purpose of purchasing investment products. However, this is not intended to extend the
             authority of the specimen signature with respect to the principal account holder. Therefore, apart
             from the application, redemption or conversion of investment products, all other businesses with the
             Bank will still be dealt in accordance with the arrangement as provided in the original signature card.

Article 10   Fixed deposit

I.           The Bank shall only provide and accept any fixed deposits whose currency(ies) are maintained by
             the Bank in accordance with the minimum deposit amount, interest rate and deposit period
             announced by the Bank from time to time. The Bank will provide the relevant deposit information
             notice (including but not limited to deposit receipt / deposit confirmation and monthly statement, etc.)
             to the Customer upon completion of the relevant deposit.

                                                      -8-
II.          Unless otherwise processed in accordance with an agreed interest rate or any prior mutual
             agreement between the Customer and the Bank, fixed deposits shall be handled at maturity
             according to the terms and conditions originally agreed at the time of deposit and the interest rate of
             automatic rollover of the same kind of deposit on that day. In the case of rollover of fixed deposit of a
             different period upon maturity, the Customer is required to apply for each rollover and will be subject
             to the rollover interest rate of the same deposit period on the relevant rollover date. If the deposit is
             processed with an agreed interest rate or agreed that there shall not be any automatic rollover of
             deposit upon maturity, proceeds of fixed deposits will be deposited into a savings account in the
             same currency maintained by the Customer with the Bank.

III.         The Customer shall notify the Bank of any changes to the handling of a fixed deposit in a manner
             acceptable to the Bank and shall only be effective upon receipt of confirmation from the Bank. Such
             changes shall be delivered to the Bank at least 1 business day before the maturity of the fixed
             deposit.

IV.          Any fixed deposits maintained with the Bank shall not be assigned or transferred to any other
             person.

V.           If the interest rate applicable to the Customer is an agreed rate or a rate above the fixed deposit rate,
             such interest rate shall only apply to the fixed deposit of that period. The Customer shall not be
             entitled to have the deposit rollover automatically. Proceeds of such fixed deposit will be deposited
             into a savings account of the Customer upon maturity and the fixed deposit will be terminated.

VI.          Prior consent of the Bank must be obtained if any part of the fixed deposit be early withdrawn and it
             shall follow the terms and conditions determined by the Bank as conclusive from time to time.
             Please note that early withdrawal of any part of the fixed deposit may give rise to economic
             consideration and loss.

Article 11   Responsibilities of the Customer in respect of cheque and deposit confirmations

             The Customer shall be responsible for: (a) safe keeping all blank cheques and deposit
             confirmations; and (b) immediately inform the Bank in writing when the above documents are found
             lost and / or stolen. If any of the above documents are found lost and / or stolen, prior to the actual
             receipt of the notice in writing by the Bank, the Bank will not assume any liability to the Customer
             arising from any improper and / or unauthorized withdrawal in the relevant account due to forgery or
             other reasons.



Article 12   Responsibilities of the Customer in respect of account statements


I.           The Customer shall review and verify each and every account statement issued by the Bank. In
             the event of any error, improper and/or unauthorised debit transaction, the Customer shall forthwith
             notify the Bank in writing. Unless the Bank confirms the receipt of such notice within 90 days after
             the relevant account statement is issued, the Customer shall be deemed to have irrevocably
             confirmed and accepted all debit transactions listed therein, and shall not have any further right to
             raise any claim or dispute on the basis of forgery, misconduct, unauthorisation, improper action,
             omission, mistake and / or any other reason in future in respect of such transactions.

II.          With respect to the current account, statement savings account and any other accounts that are
             issued with a monthly statement by the Bank, if there is no transaction for the relevant account in


                                                       -9-
             any month, the Bank is entitled not to issue the account statement for that period to the Customer.


Article 13   The rights in aggregating and setting off of accounts for the Bank

             In addition to other rights conferred by law, the Bank does not have to give any notice to the
             Customer in advance, and is entitled to apply the deposits in any account of the Customer with the
             Bank towards payment of any outstanding debts/obligations due to the Bank (whether the Bank or
             any branch and sub-branch under the head office of the Bank) by the Customer. For such purpose,
             the Bank is also entitled to convert any deposit in such accounts by the exchange rate solely
             decided by the Bank into the currency of the debts/obligations.



Article 14   The rights to rectify accounts and records by the Bank when mistakes are discovered

             Notwithstanding any provision to the contrary, whether expressed or implied, the Bank retains its
             absolute right upon the discovery of the following in relation to any account and / or other
             transactions (a) any erroneous credit; and / or (b) any omission in credit and / or deficiency in
             payment; and / or (c) any mistakes in calculation, the Bank may rectify account books and records
             from time to time (whether before or after the issue of account statement of the relevant account),
             and to post the correct amount (whether credit or debit) into the relevant account statement. Such
             right of the Bank shall not have any effect on the liabilities borne by and binding on the Customer
             pursuant to Article 11 of Chapter 1 of this Agreement.



Article 15   Closing and / or suspension of account by the Bank


I.           The Bank is entitled to issue a notice in writing to the Customer to request the closing of any
             account within a reasonable period of time determined by the Bank. After expiry of the notice period,
             such account will be closed, and the Bank is entitled to transfer any deposit in such account to a
             suspense account with no interest pending withdrawal by the Customer.

II.          Under the following circumstances, the Bank is entitled to forthwith suspend the operation of any
             account in the Bank for an appropriate period considered necessary by the Bank without any prior
             notice to or obtaining consent from the Customer (including, but not limited to, suspension in the
             receipt of payment) and does not have to assume any liability to the Customer: (i) the Bank
             considers there has been improper usage of the relevant account; and / or (ii) there is inconsistency
             in the instructions received by the Bank for such account; and / or (iii) any notice of change of
             signing arrangement in respect of the relevant account is not acceptable to the Bank; and / or (iv)
             the Bank receives claims from third party(ies) for the amount in the relevant account or any portion
             thereof.


Article 16   Interests on unauthorized overdraft in the account

             The Customer shall forthwith repay the amount overdrawn from the account that is not authorized or
             that has exceeded the agreed limit. Such overdrawn amount shall accrue interest from the date it
             is overdrawn until the date of repayment according to the actual days elapsed, and will accrue
             interest in a similar manner before and after judgment being awarded by the court according to the
             best lending rate published by the Bank at its absolute discretion from time to time plus the
             designated interest rate applicable in any fee list published by the Bank from time to time (if there is
             no such designated interest rate in the fee list, then 4.25% p.a. will be added) or the overnight
             inter-bank lending interest rate published from time to time, whichever is higher. The Bank is entitled

                                                      - 10 -
             to give the Customer 30 days’ advance notice to change the basis for calculation of the relevant
             interest rate. Any interest accrued and unpaid will also be subject to the same interest rate. The
             Bank may also debit such interest from the relevant account or charge the interest monthly on a
             compound basis.



Article 17   Treatment of original/copy instrument

             Any cheque, remittance order, accommodation, payment order and / or any other documents, in
             originals or copies, shall be destroyed at the discretion of the Bank after being microfilmed or
             recorded and processed in other manners.


Article 18   Handling fees and expenses

             Upon banking services being provided to the Customer, the Customer agrees to pay handling fees,
             service charges and other costs in accordance with the schedule of fees to be determined by the
             Bank and the Bank is hereby authorized to debit such fees and charges automatically from the
             relevant account of the Customer. In the event of any variation to the fees and charges of the Bank
             after commencement of this Agreement, the Bank shall, 30 days prior to such variation, publish
             such variation on the Bank’s website or in any other way the Bank considers appropriate. The Bank
             shall further notify the Customer that he/she is deemed to accept such variation if no objection or
             notice of termination is received from the Customer during the 30-day period.


Article 19   Notices and communications


I.           All notices, account statements, letters and other documents of the relevant account delivered by
             the Bank to any address of the Customer maintained in the record of the Bank will be deemed as
             completed valid delivery or notice.

II.          If there is any change in the residential or correspondence address of the Customer, the Customer
             shall forthwith notify the Bank in writing and agree that the new address shall be the address for
             delivery of notices. If the Customer fails to give written or other agreed forms of notice of change
             in address, the Bank shall continue to use the specified address at the relevant time of contract or
             last notified address as the address for delivery of notices. All notices issued by the Bank shall be
             deemed to have been delivered in the normal course of posting.

III.         All notices, letters and / or other documents given by the Customer to the Bank shall be directly
             delivered to the Bank to ensure its effectiveness and prompt receipt by the Bank.

IV.          If the Customer comprises two or more persons, any correspondence sent to the principal account
             holder agreed and confirmed by all joint account holders shall be deemed to have delivered to the
             other account holders.



Article 20   Amendment to this Agreement


I            The Bank is entitled to add, delete and / or amend this Agreement and the current rules and
             regulations of the Bank. Such addition, deletion and / or amendment shall be deemed as effective
             notice after it is published in the banking hall or website of the Bank or given by other means
             considered to be appropriate by the Bank. If the Customer maintains its account 30 days after


                                                     - 11 -
             such notice is published, he will be deemed to have accepted such addition, deletion and / or
             amendment which will have absolute binding and immediate contractual effect on the Customer.

II.          If there is any conflict between contents of the regulations of the Bank (including additions, deletions
             and/or amendments) and this Agreement, the latter shall prevail.

Article 21   Customer Responsibility for Disclosure of Interest

I.           The Customer understands that he may be subject to statutory obligations under the laws of Hong
             Kong or any other applicable jurisdictions to disclose certain shareholding including corporate and
             family interests. Other disclosure obligations may arise under legislation of other jurisdictions, or the
             rules and regulations of a market, or codes relating to shares repurchases, take-overs and mergers.

II.          The provision of this Article 21 shall continue in effect notwithstanding the termination of this
             Agreement.


Article 22   Personal Data (Privacy) Ordinance

I.           Personal data held by the Bank relating to the Customer, the Customer’s agent(s) or Customer’s
             guarantor(s)(if any) may be used for the purposes of the maintenance and operation of the Account
             in accordance with the relevant agreement(s), distribution of research, enforcement against
             counter-party, risk assessment, compliance with regulatory requirements to know the Customer and
             to carry out due diligence to assess the Customer’s investment suitability and for any other directly
             related purposes and will be kept confidential, but the Bank may provide such information to:-

             (I)     any other branch or office of the Bank;

             (II)    any affiliates or holding company of the Bank;

             (III)   any agent, contractor, other service provider or other person (including any custodian bank or
                     credit agency) who provides administrative, telecommunications, computer or other facilities
                     or services to the Bank in connection with the operation of the Bank’s business or the
                     operation of the Account notwithstanding that such agent, contractor, service provider or
                     person may be outside Hong Kong who may not be subject to the Personal Data (Privacy)
                     Ordinance;

             (IV)    any person who owes a duty of confidentiality to the Bank and has undertaken to keep such
                     information confidential;

             (V)     any financial institutions with which the Customer has or proposes to have dealings;

             (VI)    any actual or proposed assignee of the Bank or participant or sub-participant or transferee of
                     the Bank’s rights in respect of the Customer; and

             (VII) any regulatory authorities or judicial body as and when requested to do so.

II.          The Customer acknowledges that before providing personal data to the Bank, the Customer has
             been provided with, and invited to read and ask questions, and seek advice on, the Circular to
             Customers relating to the Personal Data (Privacy) Ordinance attached as Annexure 2.

III.         The Customer hereby agrees that the Bank may transfer personal data (including to a place outside


                                                      - 12 -
             Hong Kong) in certain circumstances as specified in Article 21.1.

IV.          The Customer understands that the Customer has the right pursuant to the Personal Data (Privacy)
             Ordinance to require the Bank to access and/or correct the Customer’s personal data held by the
             Bank. The Bank is entitled to impose a reasonable charge for processing such requests. Such
             request should be made in writing and the person to whom requests for access to, or correction of,
             data, or for information regarding policies and practices and kinds of data held, should be
                                                                                                             th
             addressed to the Legal Officer of Chinatrust Commercial Bank, Ltd., Hong Kong Branch at 28
             Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

V.           The Customer authorizes the Bank to conduct from time to time such credit reporting agencies,
             credit bureaus and other information sources (both in Hong Kong and overseas) as it deems
             necessary or desirable for the Bank to open and to maintain the Account and request them to
             conduct a credit enquiry or check on the Customer for the purposes of ascertaining the Customer’s
             financial situation and investment objectives.


Article 23   Governing laws, jurisdiction and other term


I.           This Agreement is governed by the laws of Hong Kong. The Customer agrees to accept the
             non-exclusive jurisdiction for any dispute in the courts of Hong Kong. However, this will not affect
             the right of the Bank to bring proceedings in any court exercising jurisdiction.

II.          Certain countries may prohibit or restrict the provision of various services under this Agreement.
             The Customer has the duty to understand and comply with such restrictions. If the local law
             prohibits the provision of one or more services under this Agreement to persons residing in such
             countries (or regions), the Bank will not provide such services and will not be responsible for the
             consequence arising from any acts or service operated from such countries (or regions).

III.         Any matter not detailed in this Agreement shall be dealt with according to the usual operation and
             practices of the Bank as provided in the regulations of the Bank, or supplemented or amended in
             writing as agreed by both parties. If any term under this Agreement is inconsistent with the terms
             of Internet banking services of the Bank, this Agreement shall prevail.

IV.          The Customer agrees to pay to the Bank all reasonable expenses and fees determined for various
             businesses according to this Agreement. The Bank is entitled to apply or transfer any credit balance
             in any account of the Customer without notice to the Customer or obtaining consent from the
             Customer, so as to repay any debt or obligation of the Customer arising from the service under this
             Agreement in this application.

V.           Any term under this Agreement are independent and severable. If any individual term is judged as
             ineffective or not enforceable at any time, the effect, legal status and enforceability of the remaining
             terms are not affected or hampered.

VI.          The Customer agrees that if the Bank fails to or delays in the exercise of any right under this
             Agreement, it will not be deemed as waiving the relevant rights. Single or partial exercise of the
             relevant right does not exclude further or repeated exercise of the relevant rights.

Article 24   Language

             This Agreement is prepared in both the Chinese and English languages. In the event of any
             inconsistency between the two languages, the English language shall prevail.


                                                      - 13 -
CHAPTER 2   TERMS AND CONDITIONS FOR VARIOUS BUSINESSES


            Unless otherwise expressly stated, the various services stipulated under this Agreement and any
            subsequent additional service are subject to the following general terms and conditions.



Article 1   Definitions


I.          “Bank” shall mean Chinatrust Commercial Bank, Ltd., Hong Kong Branch, where applicable
            includes the successor and the assignee of the Bank;

II.         “Customer” shall mean any natural person or a natural person who has signed the account
            opening form, where applicable includes the administrator or legal successor of the Customer;

III.        “Person” shall include individual, sole proprietorship, partnership, corporation (whether
            incorporated or not) and unincorporated associations;

IV.         “Identification” shall mean e-certificate, the information data signed by the certification authority in
            digital signatures so as to confirm the identity of the applicant and to prove that the applicant has a
            pair of corresponding public key and digital private key;

V.          “Account” shall mean the account opened by the Customer with the Bank, which is agreed in
            writing by the Customer and the Bank or authorized by the holder of the deposit account as the
            Customer to enter into this Agreement for the performance of transfer instructions, account
            enquiry or other transaction in writing through the Internet banking service provided that the Bank
            may elect to cancel or suspend the provision of Internet banking service to such designated
            account;

VI.         “Instruction” shall mean the instruction provided to the Bank by the Customer in accordance with
            this Agreement through Internet banking services or the verbal, written, facsimile or cable
            instructions to be delivered or transmitted to the Bank provided that each instruction must comply
            with the conditions and restrictions designated for each transaction by the Bank from time to time;

VII.        “Transaction” shall mean a transaction to be completed by the Bank according to or on the basis
            of an Instruction;

VIII.       “Website” shall mean the website designated by the Bank for the provision of Internet banking
            services and related information;

IX.         “Information” shall mean the financial, market or other information and data provided by any
            information provider (the term shall include the parties that provide any information to such
            information provider) and published by the Bank through the Website and the preparation of
            report in any form, media or method with the information provided;

X.          “Application’ shall mean all related application forms designated by Chinatrust Commercial Bank,
            Ltd., Hong Kong Branch for the application of Internet banking service;

XI.         “Electronic data” shall mean the data transmitted by the Bank or the Customer through computer
            and Internet connections;




                                                      - 14 -
XII.        “Digital Signature” shall mean the digital signature. Unless otherwise provided by law, the term
            shall mean the electronic identification or symbols that are attached with the electronic data
            transmitted between the Bank and the Customer and endorsed by both parties as the signature of
            the principal, so as to confirm the identity of the sender;

XIII.       “Code” shall mean the personal identification code of the Party and the password given by the
            Bank to the Customer (or the password re-selected by the Customer) for the purpose of user
            identification in the use of Internet banking service and / or other forms of identification accepted
            by the Bank;

XIV.        “Private Key” shall mean the digital information held by the producer of signature through a pair of
            digital information with correlation. Such digital information shall be used for electronic
            communication decryption and the production of digital signatures;

XV.         “Public Key” shall mean the digital information used to match with the electronic communication
            encrypted through a pair of digital information with correlation or to verify the identity of the signing
            party and the authenticity of the digital signature;

XVI.        “Certification Authority” shall mean the dispatch, revocation and use of certificate, that is the
            e-certificate, which is endorsed and accepted by the public database through a steady and
            reliable system pursuant to public key infrastructure as provided in the Electronic Transaction
            Ordinance (Cap. 553) (hereinafter referred to as the “Public Key Infrastructure”) for proper identity
            identification on the Internet;

XVII.       “Service Hours” shall mean the business hours of the Bank, which is 9:00a.m. to 4:00p.m.
            between Mondays and Fridays, except the dates when the Bank is not open for business, but
            excluding the business not restricted by the business hours of the Bank, for which the Bank may
            provide extended or 24 hours service as agreed or published from time to time. In addition, unless
            otherwise decided by the Bank, Saturdays, Sundays, public holidays in Hong Kong or periods
            where typhoon signal No. 8 or above or black rainstorm signal is hoisted are not office hour of the
            Bank;

XVIII.      “Information Provider” shall mean the parties providing the information, and the term includes all
            parties that provide any information to the Information Provider; and

XIX.        “Internet banking service” shall mean the services or facilities provided or to be provided by the
            Bank to the Customer from time to time through the Bank and / or other service providers as
            designated, so that the Customer may issue Instruction to the Bank and liaise with the Bank
            through electronic or telecommunication media, including the use of interactive television,
            computer, machine, terminal or other electronic or telecommunication equipment, including but
            not limited to Internet, mobile phone or intranet, so as to transfer, withdraw, place deposit or
            remittance (including complete remittance service), creation and termination of term deposits,
            conversion of foreign exchange, trading and investment of securities (including bills, bonds and
            financial products), application and amendment of letter of credit, enquiry of deposit / lending
            account, remittance enquiry, import and export business enquiry, or enquiries of other
            transactions and other business of the Bank.


Article 2   Termination and notices of these terms and conditions


            These terms and conditions will become effective from the date of signing of this Agreement. In the
            event any party wishes to terminate this Agreement, such party shall give a notice in writing to the


                                                      - 15 -
            other party one month before the expiry of this Agreement. If any one of the following matters
            occurs in respect of the Customer, the Bank may give a notice in writing to the Customer at any time
            to terminate this Agreement:

I.          The Customer assigns its rights or obligations under this Agreement to a third party without the
            consent of the Bank.

II.         The Customer is declared bankrupt or under a scheme of arrangement by the court, or the
            Customer declares bankrupt, applies for liquidation or dissolution or is subject to a scheme of
            arrangement either voluntarily or through other parties.

III.        The Customer has breached these terms and conditions, and does not remedy the breach upon
            demand or before the time prescribed for such purpose.

IV.         The Customer has breached any applicable laws or other relevant regulations; or the account is
            applied for (or suspected to be applied for) illegal purposes.

V.          The Customer has breached the relevant provisions of the Certification Authority.

VI.         Other circumstances considered reasonable by the Bank to terminate this Agreement.



Article 3   Terms and conditions of Internet Banking Service


I.          With respect to the Internet banking service provided by the Bank, unless otherwise agreed in this
            Agreement, the Customer hereby agrees to comply with the relevant terms and accepts the
            liabilities arising thereto.

II.         The Customer applies to the staff of the Bank for the use of Internet banking service (hereinafter
            referred to as “Internet banking service” or “Service”) by personal identification documents and
            original signatures or the signature left at the Bank in person by the Customer (when the Customer
            opens the account, which may be in the form of seal or signature by hand or both), or the Customer
            has to apply by post and obtain the password letter. However, the Customer may appoint or
            authorize any third party to obtain the password letter in writing under special circumstances when
            personal collection cannot be made provided that the Bank will not be involved in any dispute
            arising from the appointment or authorization of any third party.

III.        The initial Internet banking password letter obtained from the application by the Customer (including
            user code and Internet banking password) shall lapse if the password changes and activation
            procedures are not completed within the Bank’s designated period. In addition, when the Customer
            logons the Internet banking service for the first time, the Customer should input the initial Internet
            banking password at the designated website of the Bank. After confirmation for accuracy, the
            Customer shall reset the user code and Internet banking password which serve as the basis of
            identification confirmation for various Internet banking services to be used by the Customer in
            future.

IV.         Upon obtaining the relevant consent of the Bank, the Customer can utilize all the functions of the
            internet banking service and other services to be launched subsequently.

V.          If the Customer forgets the password, the Customer should terminate the Internet banking service
            with the Bank. If the Customer wishes to continue to use such service, the Customer shall have to


                                                    - 16 -
        apply again. Further, the Bank may suspend the use of the Internet banking service at any time if
        the Bank considers that the Customer is conducting improper transactions involving his/her
        accounts, or if the Internet banking service appears to be used by other Persons illegally. The Bank
        will forthwith notify the Customer by phone or give a notice in writing to the Customer upon
        suspension of the Internet banking service.

VI.     If the Customer repeatedly inputs the wrong password more than the maximum number of times
        allowed, or upon the closing of the account, the Bank will automatically terminate the Internet
        banking service. If the Customer intends to resume the use of the Internet banking service, the
        Customer shall apply to the Bank again.

VII.    Receipt and response of electronic communication

             If the Bank receives any electronic communication from the Customer but cannot identify its
             content, it will be deemed as not being transmitted. However, when the identification of the
             Customer is verified, the Bank shall notify the Customer of the fact that the content cannot be
             identified. After the Bank receives the electronic communication with the digital signature, the
             Bank will verify the digital signature and inform the Customer about the verification or
             processing results. If the electronic communication transmitted by the Customer is not the
             electronic communication that has to be processed immediately on the date of transmission,
             the Customer agrees that such electronic communication can be dealt with in the
             circumstances as agreed with the Bank at the time of the transmission.

VIII.   Non-execution of electronic communication

              If any of the following events occurs, the Bank should not execute any electronic
              communication received:

             (I)     The Bank has reasonable doubt about the truth of the electronic communication or the
                     accuracy of the fact as designated.

             (II)    The processing of electronic communication by the Bank will breach the provisions of
                     relevant laws and orders.

             (III)   The Customer has not paid the related expenses.

             (IV)    The Bank has to terminate these terms and conditions with the Customer according to
                     one of the situations under Article 2 of Chapter 2.

             (V)     When the Bank does not execute the electronic communication, the Bank shall inform
                     the consequence of non-execution to the Customer. The Customer shall confirm
                     with the Bank by phone after receiving the notice.

IX.     Cut-off time for the exchange of electronic communication

             The electronic communication is automatically processed by the computer of the Bank. The
             transmission of electronic communication from the Customer to the Bank cannot be withdrawn,
             revoked or revised. If the electronic communication is transmitted through the Internet to the
             Bank, but the transaction cannot be completed on the same day due to timing difference with
             the business hours of the Bank or limits on cross-border transactions or other force majeure
             events, the transaction will not be processed as agreed or will be postponed to the following
             business day. If the Bank fails to provide such service due to special circumstances such as

                                               - 17 -
            usual maintenance, the Bank has to publish an announcement on its Website seven calendar
            days in advance.

X.     Error in processing electronic communication

            The Customer uses the Internet banking service under the conditions that the Bank will not
            assume any liability to rectify any error in the electronic communication unless caused by the
            Bank. Nevertheless, the Bank agrees to provide necessary assistance. In the event the error
            in electronic communication is caused by the Bank, the Bank shall be responsible to rectify the
            same.

XI.    Effect of the electronic communication

            The Customer and the Bank agree to exchange electronic communication according to these
            terms and conditions, the effect of which is the same as documents in writing. The Customer
            and the Bank shall not claim that the electronic communication is void or invalid as it is not in
            written form or signed in case of any dispute, trial, arbitration, mediation or other legal
            proceedings arising thereafter. During such trial, arbitration, mediation or other legal
            proceedings, the Customer and the Bank agree that evidence of the relevant information can
            be derived from the record of the Bank, for which the Bank cannot object to provide.

XII.   Internet connection of the Customer and liabilities arising therefrom

            (I)      The Customer agrees to use the proprietary network of the Bank or the related
                     network of each party to transmit electronic communication. In the event the related
                     network of each party is used, each party shall enter into service terms with such
                     Internet service provider specifying the rights and obligations of such party, and to
                     bear the fees in the use of the network. The Customer shall install the computer
                     software and hardware as well as other security related equipment when applying for
                     the service items under these terms and conditions. The costs and risks of the
                     installation shall be solely borne by the Customer. Where the Customer has
                     specifically agreed with the Bank, the Customer can only establish the connection
                     after going through the tests essential to the Bank and obtaining the consent of the
                     Bank.

            (II)     The Customer shall keep in proper custody the user code, password, e-Certificate
                     identification code, the Private Key, e-Certificate issued by the Certification Authority,
                     software and hardware as well as related document provided by the Bank. The loss
                     incurred by unauthorised use or forgery of the above arising from improper custody
                     will be borne by the Customer. The Bank will not assume any liability for
                     compensation.

            (III)    The software and hardware equipment above-mentioned as well as related
                     documents are provided by the Bank. The Customer agrees to use the same within
                     the scope of Internet banking service and shall not transfer, lend or deliver to any third
                     party in any manner. If as a result of the act of the Customer the intellectual property
                     rights or other rights of the Bank or any third party is violated, or there is damage
                     arising from the improper use, the Customer shall assume the liability. The Customer
                     shall return all the equipment and related documents at the expiration of these terms
                     and conditions. If the Customer needs to install other software for computer operation,
                     which must be used simultaneously with the software and hardware provided by the
                     Bank, the Customer shall comply with the installation information provided by the

                                                - 18 -
                      Bank, and assume sole responsibility for the costs and risks provided that the
                      software and hardware of the Bank will not be adversely affected.

XIII.   Expenses

             The Customer shall comply with the standard service charges and other fees prescribed by
             the Bank from the date the services are used, and authorize the Bank to debit automatically
             from the account of the Customer according to the participation rules and business practices
             of cross industry financial information system. All fees payable by the Customer to the Bank
             shall be free of any tax. If any tax is payable, the Customer shall pay the same separately and
             authorize the Bank to debit automatically from its account.

XIV.    Authorization and protection

              (I)      The Customer agrees to ensure that the electronic communication transmitted to the
                       Bank is authorized legally.

              (II)     Both parties agree that if it is discovered that any third party illegally or invalidly uses
                       the user code, password, e-Certificate identification number and Private Key, or any
                       other invalid authorization, such party shall forthwith inform the other party by phone
                       or by notice in writing to suspend the use of such service, and to adopt prevention
                       measures. Prior to the acceptance of the notice, the Bank shall not assume any
                       responsibility arising from the use of such service by any third party, unless the
                       absence of knowledge of the electronic communication being illegal or invalidly
                       authorized is caused by the wilful default or gross negligence of the Bank.

XV.     Information security

              Both parties shall ensure the security of electronic communication, and prevent illegal logon
              to the system, hacking, tampering or destruction of business records and information. The
              risks of loss arising from the wilful default or gross negligence of the Bank causing the
              decryption of user code or password by any third party into the system (hacking act) will be
              assumed by the Bank.

XVI.    Confidentiality obligations

              Both parties shall ensure that the electronic communication exchanged by both parties or the
              information of one party obtained by the other party in the use or execution of these terms and
              conditions will not be released to any third party, and will not be used in purposes not related
              to these terms and conditions. In addition, when such party agrees to inform the third party
              about such information, such party shall assume the confidentiality obligations on behalf of
              the third party under this article provided that such obligation does not apply to the following
              circumstances:

              (I)      The information is disclosed pursuant to the laws and regulations of Hong Kong or
                       overseas jurisdiction, orders or letters of competent authorities or judicial authorities
                       in Hong Kong or other jurisdictions having supervision authority or jurisdiction over
                       the Bank or the services provided by the Bank under this Agreement. The recipient of
                       information shall inform the party whose information has been disclosed (the
                       “disclosing party”) within a reasonable time after disclosure to the government or the
                       court (provided that it is permitted by law and is practicable in the circumstances and
                       that the recipient and its agents, employees, nominees and users will not incur any

                                                  - 19 -
                        civil and criminal liabilities).

               (II)     The information is independently developed and completed by the recipient.

               (III)    The information becoming part of the public domain not as a result of breach of these
                        terms and conditions.

               (IV)     The information being held by the recipient before such information is obtained by the
                        disclosing party.

               (V)      The information being obtained legally by the recipient from any third party.

               (VI)     The information is to be disclosed by the recipient with the consent in writing of the
                        disclosing party.

               (VII)    The information being disclosed for litigation, arbitration or other legal proceedings.

XVII.    Liabilities for Indemnities

               Both parties agree that if there is any delay, omission, error in transmission and receipt of
               information attributable to one party upon the transmission or receipt of electronic
               communication pursuant to these terms and conditions, which has caused damages to the
               other party, the first party shall be liable to indemnify the direct damage (not including loss of
               profits) with interest. The amount of the indemnity shall be the lower of the following:

               (I)      The amount of loss, injury or damage.

               (II)     If such loss, injury or damage is capable of remedy, the amount payable for such
                        remedial actions.

               If any delay, omission, error in transmission and receipt of information referred to in Item (I)
               above arises directly or indirectly from the inaccessibility, breakdown or malfunction of the
               computer and related equipment, telephone lines, telecommunication equipment and network
               of either party, or the act or omission of any third party, which is beyond the reasonable
               control of either party, then neither party shall be liable.

XVIII.   Force majeure

               In the event of the occurrence of force majeure events, the non-performance or delay in the
               performance of obligations arising from these terms and conditions by both parties will not be
               considered as breach of contract, and neither party has to assume any liabilities for
               indemnities.

XIX.     Maintenance of records

               The Customer shall maintain the records of electronic communication for all trading
               instructions, and shall ensure accuracy and completeness of such records. If the Customer
               does not maintain such records, the records maintained by the Bank will be treated as true.
               The Bank shall maintain such records as if it were a prudent manager and the records shall
               be kept for a minimum of 7 years.

XX.      Back office operation arrangements for Internet banking service

                                                     - 20 -
                  (I)      The Customer agrees with the Bank that the back office operation for cash
                           management deposit and remittance business shall be handled by the head office of
                           Chinatrust Commerical Bank Limited (hereinafter referred to as “Taipei Head Office”).
                           Taking into account operation efficiency, the Customer agrees that all personal data
                           and transaction details shall be synchronically transmitted to Taipei Head Office for
                           processing and filing.
                  (II)     The Bank shall ensure that all engaged operations and data shall be transmitted
                           according to the relevant laws of Hong Kong and Taiwan, including but not limited to
                           the regulatory handbook for outsourcing activities published by the competent
                           authorities, Personal Data (Privacy) Ordinance and other related provisions and all
                           must be fully complied with. The Customer hereby consents to the Bank’s rights of
                           disclosure of relevant information of the Customer under this Agreement.


Article 4   Terms and conditions for General Facsimile Instructions


I.          The Customer authorizes the Bank to accept the instructions of the Customer transmitted by means
            of facsimile, provided such facsimile instruction shall be in the form for various businesses of the
            Bank and affixed with the specimen signature of such account holder. (hereinafter such type of
            instructions are referred to as “instructions”).

II.         If the manager of the Bank determines that an instruction is apparently true upon receipt, the Bank
            is entitled to assume such instruction as fully authorized by the Customer without further verification.
            Such instruction shall also be binding on the Customer, irrespective of the circumstances at the time
            the Bank receives such instruction or the amount of the transaction, or whether such instruction is
            mistaken, misunderstood, unclear, forged, fraudulent or unauthorized.

III.        The Bank may at any time attach matching password or test to the instructions. The Bank does not
            accept any responsibility arising from the improper use of such password or test by the Customer.

IV.         Any claim, litigation, loss, damage or cost arising from the act or omission by the director, manager,
            officer, staff, nominee and agent of the Bank based on the acceptance, exercise, processing of such
            instructions will be indemnified by the Customer so as to assure that they will not incur damages.

V.          In executing this service, the liability for indemnity or exclusion or restriction of liability prohibited
            by the laws of Hong Kong will not be affected.

VI.         The Customer shall transmit the facsimile instruction to the Bank within the designated service
            hours. If the relevant instruction is not received by the Bank within the designated service hours, the
            Bank is entitled to decide not to accept such facsimile instruction or to execute such facsimile
            transaction on the following business day. The exchange rate involved in the facsimile transaction
            shall be determined according to the rate quoted by the Bank or other exchange rate agreed on the
            date the facsimile transaction is executed. The Customer understands that the facsimile instruction
            may not be dealt with immediately or on the same day due to system limitation or the operation
            procedures of the Bank. The Customer agrees that the Bank does not have any liability to the
            Customer or other parties (including corporations, whether incorporated or not) for the execution of
            facsimile instruction received after the designated service hours.

VII.        The Customer shall transmit the specific form of facsimile instruction provided by the Bank
            whenever each facsimile instruction is transmitted. The Customer may add and supplement
            information to the form according to the circumstance but subject to the consent of the Bank in


                                                      - 21 -
        advance.

VIII.   The original of the facsimile instruction does not have to be delivered to the Bank. The Bank shall
        treat the copy of facsimile instruction application as the official evidence for the deposit or
        withdrawal of money or the application of other business or related documents.

IX.     The Customer agrees in any event if the content or the signature of the facsimile instruction
        transmitted by the Customer is illegible, the Bank is entitled to reject such facsimile instruction. The
        Customer also agrees that the Bank shall not be liable for the authenticity of the facsimile instruction
        or any inaccuracy, interruption, mistake, delay or breakdown arising from such facsimile instruction
        except arising from the wilful default or gross negligence of the Bank. The Customer agrees that
        once the facsimile instruction is transmitted, it is irrevocable or cannot be withdrawn without the
        consent of the Bank. The Customer shall continue to assume full responsibility for any facsimile
        instruction transmitted by him/her, unless the Bank agrees and confirms to revoke or withdraw the
        instruction upon request.

X.      The Customer understands and accepts the risk that may arise from facsimile instruction. As the
        signature on the facsimile instruction is not the signature in original, it may be forged. The facsimile
        instruction transmitted by facsimile machine may not be delivered to the Bank due to wrong number.
        In the event it is transmitted by mistake to other places and the content becomes known to any third
        party, the Bank shall not have any liability.

XI.     The Customer agrees to assume the risk of facsimile instruction, and waives his/her right to claim
        from the Bank in respect of the following items:

        (I)     breakdown of system or equipment (whether or not the system or equipment is provided by
                the Bank), including telecommunication services and the TOKEN;

        (II)    the Bank accepts the facsimile instruction apparently transmitted from the Customer but in
                fact may not have been authorised;

        (III)   the delay in the execution of the instruction of the Customer by the Bank as a result of
                telecommunication problems;

        (IV)    the repeated transmission of the facsimile by the Customer resulting in the repeated
                execution of the instruction of the Customer by the Bank;

        (V)     any delay or failure by the Bank in delivering or providing any part of facsimile transaction
                service.

XII.    The Customer agrees that the Bank may amend or add and delete the scope of facsimile
        transaction and related terms from time to time, including the amendment, addition and supplement
        of the terms in this section. The amendment of these terms and conditions and / or addition of new
        terms to these terms and conditions by the Bank will be published by the Bank in the form of
        announcement, advertisement or other appropriate means so as to inform the Customer. If the
        Customer continues to maintain or use the facsimile transaction service on or after the date the
        amendment becomes effective, the Customer will be deemed to agree with and accept these terms
        and conditions as amended, which will be immediately binding on the Customer. The provision of
        various accounts or facilities through facsimile instruction and facsimile transaction services shall be
        governed by the contract rules and terms, letter of authorization and the guidance and manual for
        the Customer (“Service Conditions”) as supplemented, amended or substituted from time to time.
        The Customer confirms the content of these terms and conditions will not restrict any specific

                                                 - 22 -
           provisions set out in the Service Conditions.

XIII.      The Customer understands that the facsimile transaction service is a service offered by the Bank for
           the convenience of the Customer, and is not intended to substitute other means. If the facsimile
           transaction service cannot be used or becomes void due to any reason (whether or not caused by
           the Bank or within the control of the Bank), the Customer does not have the right to claim any
           compensation from the Bank, and will use other means, such as counter service to apply for various
           types of transaction. If the Customer has applied for transactions at the counter, the Customer shall
           ensure that he/she will not repeat the same instruction by means of facsimile instruction. If the
           negligence of the Customer causes repeated execution of instruction by the Bank, the Customer
           shall assume all losses arising therefrom.

XIV.       All claims, litigations, losses, damages, costs and expenses arising from the act or omission of the
           Bank at any time based on the receipt, exercise, processing of facsimile instruction by the Bank will
           be indemnified by the Customer to the Bank, save as those arising from the wilful default of the
           Bank, whether such acts are directly or indirectly arising from or related to the receipt and execution
           of the facsimile instruction by the Bank or failure in the execution of such instructions. Such liability
           will survive the Bank’s termination of provision of facsimile transaction service to the Customer.

XV.        The Customer shall ensure that his/her account has adequate funds or pre-arranged credit facility
           to execute the facsimile instruction. If there is inadequate funds and / or credit facility to execute
           such facsimile instruction, the Bank will not assume any liability in respect of the consequences
           arising therefrom.

XVI.       The Bank is entitled to inform the Customer that the Bank will suspend, terminate or not continue to
           accept the Customer conducting part or all of the facsimile transaction by means of facsimile
           instruction, which will become effective immediately. In addition, if the Bank considers the account
           of the Customer has improper operation or the service is used illegally by other parties, the Bank
           shall terminate the service forthwith without any prior notice. The Bank will not assume any liability
           from the termination of such service. The facsimile instruction already accepted by the Bank will be
           processed according to Article 7.19 of Chapter 2.

XVII.      The Customer agrees that the Bank may (but not obliged to) tape record the telephone conversation
           between the Customer and / or the attending officer. Such records shall be binding on the
           Customer and can be used as evidence to prove the existence of such transactions and the facts
           contained in such communications. All such recordings are the properties of the Bank. The Bank
           shall set a time limit to keep such records and other documents of the Customer, and will destroy
           the originals after expiry of such time limit. Upon receipt of general facsimile instructions from the
           Customer, the Bank shall confirm such instructions by phone with the Customer (or the principal
           holder of a joint account).

XVIII.     Unless otherwise provided in these terms and conditions, the Customer will comply with the
           relevant laws and the regulations of the Bank as well as the current or future regulations of the
           competent authorities in Hong Kong. The Customer also agrees that such laws and regulations
           form a part of these terms and conditions. Other matters not provided in these terms and conditions
           will be dealt with according to the terms as provided in the account opening documents of the Bank.


Article5   Terms and conditions for Phone Banking

           The Customer hereby applies to the Bank for the use of phone banking, and agrees to comply with
           the related provisions of the Bank below for phone banking services:


                                                    - 23 -
I.     When the Customer applies to use phone banking, the Customer must deal with the application in
       person at the counter with the personal identification documents. Upon acceptance of the
       application from the Customer, the Bank will issue the letter with password to the Customer.

II.    When the Customer uses phone banking for the first time, the Customer must have the password
       letter issued from the Bank and use a tone phone, personal mobile phone of the Customer or other
       means agreed by the Bank to activate the change of password. The password may be changed for
       unlimited times at any time in the future. If the change of password and activation procedure is not
       completed within the period specified by the Bank, the phone banking password will be voided by
       the Bank automatically. If the Customer still wishes to use phone banking, the Customer shall apply
       to the Bank again.

III.   After application is made by the Customer, the Customer may deal with the following businesses by
       telephone:-

       (I)     Transfer: The Customer shall only transfer to such accounts whose numbers have already
               been applied in writing to and agreed with the Bank. The Customer shall also accept transfer
               from such accounts whose numbers have already been applied in writing to and agreed with
               the Bank.

       (II)    Enquiry: Balance enquiry includes balance of various types of deposits, amount of inward
               remittance, and exchange rate commonly used.

       (III)   Others: Other services applied for by the Customer and services to be available from time to
               time.

IV.    The Customer has to ensure that all necessary measures are adopted to keep the personal
       password strictly confidential. Under any circumstances, the Customer shall not disclose the
       personal password to any third party, provided that joint account holders shall keep such password
       jointly. The Customer shall

       (I)     destroy the original password letter printed with the personal password

       (II)    change the personal password regularly to protect his/her interests. The Customer should not
               record the personal password in writing without cover, provided at the time when the
               password is changed the following matters should not be done:

               1.    Using the same numbers or consecutive numbers.

               2.    The password after change should not be the same as the original password.

V.     The service provided by the Bank according to the phone banking instruction authorized by the
       Customer through telecommunication equipment and the transactions conducted with the
       combination of password (including joint accounts and application for various businesses) carries
       the same effect as withdrawing or transferring by way of savings account specimen signature and
       issue of cheque with original specimen or other agreed methods. The balance of deposits after
       execution of transactions shall be subject to the computer records of the Bank. The Bank does not
       have any liability to the Customer upon execution of phone banking instruction according to an
       accurate personal password given by a person not authorized by the Customer. The Customer
       understands and agrees that the Bank does not have any liability to verify the identity of the party
       giving phone banking instruction apart from confirming the personal passwords. However, the Bank

                                                - 24 -
        may, at its discretion, require the Customer to provide additional personal information for checking
        identity before executing any phone banking instruction.

VI.     All phone banking instructions cannot be changed, cancelled or revoked after confirmation by the
        Bank. The Customer agrees with the binding effect and is willing to be bound by all the phone
        banking transactions executed by the Bank in accordance with the phone banking instruction given
        by the Customer and confirmed by the Bank.

VII.    If the Customer forgets the personal password, the Customer shall apply to the Bank for termination
        to use. If the Customer wishes to continue to use such service, the Customer shall apply to the
        Bank again. If the Customer wishes to terminate or change the phone banking service, the
        Customer shall deal with the same in person. If the Bank considers the Customer is operating the
        account improperly or there is any illegal use of the Service by other parties, the Bank shall forthwith
        suspend the provision of such service and immediately inform the Customer by phone or in writing
        about the suspension of the service. The Bank does not have any liability in respect of such
        suspension of service.

VIII.   If the Customer discovers that the personal password is disclosed or being stolen, the Customer
        shall immediately inform the Bank by phone, in writing or by other means as prescribed from time to
        time by the Bank, and promptly change the personal password.

IX.     If the Customer continuously inputs the wrong password more than the maximum number of times
        allowed, or upon closing of the account, the Bank will automatically terminate the phone banking
        service. If the Customer intends to resume the using of the phone banking service, the Customer
        shall apply to the Bank again.

X.      Using phone banking to transfer funds by the Customer can be operated 24 hours, except when
        communication is interrupted or the computer is offline. The transfer made by the Customer after
        the business hours of the Bank will be booked by the Bank according to the related provisions. Any
        transfer made after the service hours will only be credited during business hours of the Bank. The
        Customer understands that phone banking instructions may not be dealt with immediately or on the
        same day as a result of system limitation or the operation procedures of the Bank. The Customer
        agrees that the Bank does not have any liability to the Customer or other parties for the execution of
        phone banking instruction received after the designated service hours.

XI.     The Bank may amend the related terms of the service at any time. The Bank is also entitled to
        collect handling fee, service fee, postage and cable fee or other related fees according to the
        schedule of fees of the Bank. If there is any revision to the relevant provision and the fees, the Bank
        shall, 30 days prior to such revision, publish a notice on the first page of the Internet banking service
        of the Bank or by other means considered appropriate by the Bank and notify the Customer that the
        Customer can terminate the related service within such period. If the Customer continues to use the
        related service after such period, he/she shall be deemed to have accepted the revision in the
        relevant provisions and fees. The Customer also hereby authorizes the Bank to debit such fees
        directly from the account of the Customer.

XII.    If the Customer conducts a transfer in foreign currency with the phone banking password by phone,
        The limit of the transfer amount should be stipulated in accordance with the bank’s relevant
        regulations. Any adjustment to the limit above shall be verified by the Bank and becomes effective
        immediately without notice. The Customer may specify other amounts and denominations.
        Currencies other than Hong Kong dollars shall be converted into the equivalent of Hong Kong
        dollars at the prevailing exchange rate. The transfer amount shall be rounded down to two decimal
        places for each currency other than Japanese Yen, which will remain in an integral unit. Changes in

                                                 - 25 -
        the types of currencies for account transfer shall be prescribed by the Bank and becomes effective
        immediately without notice. Any exchange or interest rate quoted by the Bank according to a phone
        banking instruction will be for reference only. Unless the Bank confirms such quote as applicable
        for trading purpose, the Bank is not obliged to trade according to such quote. If the Customer using
        the phone banking service accepts the exchange or interest rate quoted by phone and completes
        the transaction, such transaction will be binding on the Customer.

XIII.   The Customer shall ensure that his/her account has adequate funds or pre-arranged credit facility to
        execute the phone banking instruction. If there is inadequate funds and / or credit facility to execute
        such phone banking instruction, the Bank will not assume any liability in respect of all
        consequences arising therefrom.

XIV.    The Bank shall send the statement for the transactions conducted through phone banking service to
        the Customer each month (such statement will not be sent if there is no transaction for the month). If
        the Customer discovers any mistake after checking the transaction statement, he/she shall inform
        the Bank in writing within 90 days from the receipt of the statement. The Bank shall assume that the
        statement is accurate after such period. The statement will be presented in writing through
        automated equipment or Internet.

XV.     The Customer agrees that the Bank may at any time suspend, terminate, or add part of the service
        items under the phone banking service, except where practicable, the Bank will publish an
        announcement in the business premises or on the Website for the suspension or termination of the
        service items in advance in a noticeable manner.

XVI.    The Customer agrees that all legal proceedings, litigations, claims, losses, damages, costs and
        expenses incurred by the Bank at any time will be indemnified by the Customer, save as those
        arising from the wilful default of the Bank, whether such acts are directly or indirectly arising from or
        related to the execution of the phone banking instruction by the Bank or failure in the execution of
        such instructions. Such liability will survive the Bank’s termination of provision of phone banking
        service to the Customer.




                                                 - 26 -
CHAPTER 3   TERMS AND CONDITIONS FOR FINANCIAL TRANSACTIONS


            Chinatrust Commercial Bank, Ltd. whose principal place of business is situate at 28/F, Two
            International Finance Centre, 8 Finance Street, Central, Hong Kong, is a licensed bank under the
            Banking Ordinance and a registered institution under the Securities and Futures Ordinance (CE No.
            ABM849) and shall carry on the Type 1 (dealing in securities) and Type 4 (advising on securities)
            regulated activities.



Article 1   Definitions

            These terms and conditions are applicable to the Customer for the provision of various investment
            products by the Bank. In these terms and conditions, the following wordings shall have the following
            meanings:-

I.          “Business day” shall mean the day the Bank opens in Hong Kong (or where specified or referred to
            another location, then such location) for businesses (excluding Saturdays or Sundays).

II.         “Account” shall mean the cash or other nominee trading account opened by the Customer at the
            Bank.

III.        “Party” shall mean a natural person or corporation (whether incorporated or not).

IV.         “Hong Kong” shall mean the Hong Kong Special Administrative Region of the People’s Republic of
            China.

V.          “Registered institution” shall have the meaning as set out in Section 2 and Table 1 of the SFO.

VI.         “SFO” shall mean the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

VII.        “Instruction” shall mean the trading of “Investment Products” and all acts related to such products.

VIII.       “Trading” shall mean the execution of Instruction.

IX.         “Associates” shall mean the companies for which their equity interests are directly or indirectly held
            currently or in future by the Bank and any of its subsidiaries.

X.          “SFC” shall mean the Securities and Futures Commission.

XI.         “Clearing Houses” shall mean Hong Kong Securities Clearing Company Limited (“HKSCC”), HKFE
            Clearing Corporation and other clearing houses recognized by the regulatory authority for the
            provision of clearing and settlement services.

XII.        “SEHK” shall mean The Stock Exchange of Hong Kong Limited or any recognized international
            exchange.

XIII.       “Investment Products” shall mean the products that are integrated with the initial investment amount
            and derivative financial products transactions for the purpose of providing the Customer with
            investment instruments that are more flexible in gain.

XIV.        “Indicative Term Sheet” shall mean the agreement entered into by the Customer according to the


                                                    - 27 -
          conditions set out in Indicative Term Sheet after referring to the product prospectus provided by the
          Bank. The Bank may at any time terminate or change any terms of a product subject to notice in
          writing issued by the Bank to the Customer.

XV.       “Designated Product” shall mean the Investment Products designated by the Customer for which
          the Customer instructs the Bank to subscribe, after referring to and reading the Indicative Term
          Sheet.

XVI.        “Transaction Notice for Investment Product” / “Confirmation Notice of Dual Currency Investment
          Contract” shall mean the confirmation of a particular Designated Product traded by the Bank
          according to the instructions of the Customer. Such Transaction Notice for Investment Product /
          Confirmation Notice of Dual Currency Investment Contract shall set out related matters such as
          investment currency of such Designated Product, Initial Investment Amount, terms of product,
          trading conditions and method for calculating gain.

XVII.     “Offer Period” shall mean the period the Bank commences to promote a particular Designated
          Product to the public so that the subscription amount of such product will reach the predetermined
          level.

XVIII.    “Initial Investment Amount” shall mean the investment currency and amount instructed by the
          Customer to the Bank for subscription of a particular Designated Product.

XIX.      “Settlement Date” shall mean any date for settlement of any Designated Product according to these
          terms and conditions.

XX.       “Valuation Date” shall mean the date for comparing the market price with the offer/contract price.

XXI.      “Product Redemption Date” shall mean the redemption date of the Designated Product invested by
          Customer and redeemed by the Bank in accordance with the original trading terms of the
          Designated Product.

XXII.     “Target Profit Point” shall mean where the underlying investment starts making profit.

XXIII.    “Target Loss Point” shall mean where the underlying investment no longer makes any profit.

XXIV.     “Subscription Date” shall mean the date specified in the Indicative Term Sheet by the Bank for
          trading the product.

XXV.      “Initial Date” shall mean the fifth business day after closing of the subscription of the product.

XXVI.     “Expiry Date” shall mean the maturity date of the Designated Product.

XXVII.    “Product Period” shall mean the total number of days elapsed between the Initial Date and the
          Expiry Date.

XXVIII.   “Day Count Convention” shall mean the international convention for counting the number of days
          the investment will accrue interests. (For example, 365 days for sterling pound and 360 days for US
          dollars.)

XXIX.     “Denomination Currency” shall mean the initial foreign currency of investment.

XXX.      “Cross Currency” shall mean the denomination instructed by the Customer relative to the

                                                   - 28 -
            Denomination Currency.

XXXI.       “Conversion Exchange Rate” shall mean the exchange rate agreed on the date of exercise of the
            option which will be used to convert any product subject to conversion into the Cross Currency upon
            maturity.



Article 2   The relationship between the Bank and the Customer


I.          Unless it is shown on the contract note or other instrument by the Bank that the Bank is the principal,
            otherwise the Bank executes instructions as the agent of the Customer. Unless otherwise specified,
            the Bank hereby represents that the Bank is entitled to act as counterparty to the trading
            instructions of the Customer without notifying the Customer or obtaining his/her consent.

II.         Unless the Customer expressly notifies and represents to the Bank to the contrary, the Bank shall
            rely on the representation of the Customer that the execution of instruction and the operation of
            account by the Customer is for his/her own benefit. The Customer warrants that he/she is the true
            beneficial owner of the account and is not holding the account for other beneficiaries. If there is any
            change, the Customer agrees to inform the Bank immediately about the identity of the ultimate
            beneficial holder of the account and the change of such information.


Article 3   Ordinances and Rules


I.          All transactions in the account (whether or not subject to the regulated transactions as provided in
            the SFO) are conducted in compliance with all laws and regulations including the rules and
            regulations of SEHK, SFC, Hong Kong Futures Exchange and HKSCC as well as the laws of Hong
            Kong. With respect to the transactions executed outside Hong Kong, they are subject to the
            supervisory authorities in other jurisdictions. Therefore the Customer may be subject to regulation
            to the extent and in a manner which may be significantly different from these rules.

II.         Unless otherwise provided in these “Terms and Conditions for Financial Transactions”, these terms
            and conditions and the definitions used in the trading contract is governed by the relevant laws of
            Hong Kong, the latest version of definitions published by International Swaps and Derivatives
            Association, Inc.(“ISDA”) or the prevailing market practices. For those parts that are not covered by
            these terms and conditions, they are subject to the Confirmations of individual transactions or the
            Transaction Notice for Investment Product / Confirmation Notice of Dual Currency Investment
            Contract, Indicative Term Sheet or market practices.



Article 4   Information, information disclosure and risk disclosure


I.          Information of the Customer: The Customer confirms that the information provided to the Bank is
            complete, true and accurate. If there is any change or amendment to the information provided by
            the Customer to the Bank, the Customer shall inform the Bank within 24 hours after such change or
            amendment.

II.         These terms and conditions: If there is any change to these terms and conditions, the Bank will
            inform the Customer.

III.        Change in the Bank: If there is any significant change to the businesses of the Bank, whereby such


                                                    - 29 -
            change may affect the provision of services by the Bank to the Customer, the Bank shall inform the
            Customer.

IV.         Credit review: The Bank is authorized to conduct credit review on the Customer, for which the Bank
            will contact the corresponding banks of the Customer (for purpose including verification of the
            financial position of the Customer, investment objectives and the information set out by the
            Customer in the declaration). The Bank will also transmit the identity and other information of the
            Customer, together with the account and information of the ultimate beneficiaries in the relevant
            transactions of the Customer to any branch of the Bank.

V.          Information disclosure: The Customer agrees that the Bank may, at the request of any Hong Kong
            or overseas stock exchange, clearing house or governmental or supervisory authorities (including
            SEHK and SFC) and in accordance with the applicable law, rules, regulations and directions
            (whether having the force of law), disclose information about the Customer and details of the
            account and the transactions.

VI.         Risk disclosures: The risk disclosure statement in Annexure 1 is an integral part of these terms and
            conditions and shall be read together with these terms and conditions. The Customer confirms that
            an officer of the Bank has invited him/her to read carefully the Risk Disclosure Statement and the
            Customer fully understands its content.


Article 5   Instructions of Customer

I.          Quote and trading practices

            (I)    The Bank shall provide quotation to the Customer upon requests (including bid and offer
                   prices). Unless the Bank confirms that the quoted price is applicable for trading, all
                   information provided shall be for reference only.

            (II)   When the Bank quotes a trading contract to the Customer, the Bank is entitled to inform the
                   Customer that the price quoted is only effective within a certain timeframe.

II.         Indicative Term Sheet

            The Bank shall provide Indicative Term Sheets to the Customer on the nature, conditions and risks
            of the transaction which shall be treated as reference quotation only. The Bank is not obliged to
            enter into any transaction with the Customer at such reference quotation.

III.        Recommendations

            The Customer may request the Bank to provide recommendations on transactions. However, such
            recommendations on transactions are only for the reference of the Customer. The Customer shall
            enter into transactions based on his/her independent decision. The Bank does not have any
            responsibility for the profit and loss arising from the transactions. The Bank may refuse to provide
            any recommendation to the Customer under certain circumstances.

IV.         Requests

            The Customer may raise requests for various transactions verbally or in writing (hereinafter referred
            to as the “Requests”). Requests made during the agreed time or which are not rejected by the Bank
            are binding on the Customer; the Bank may reject the Requests under certain the circumstances.


                                                    - 30 -
V.      Instructions

        The Customer may give instructions for various transactions verbally or in writing. The Bank can
        decide whether or not to deal with such instruction which shall not be disputed by the Customer.
        The Bank has the absolute discretion at any time to reject any request or refuse to implement any
        instruction of the Customer (without incurring any liability to the Customer) and the Bank has no
        obligation to give any reason therefor.

VI.     Verbal and in writing

        For the purposes of these terms and conditions, the Customer authorizes the Bank to assess,
        determine and execute in its sole discretion the Requests, instructions, confirmations or other
        related acts made by the Customer verbally or in writing, and handle any matters arising therefrom.
        “Verbally” shall mean the acts of the Customer in person or by its Authorized Persons or by phone.
        The Customer agrees that the Bank shall record the conversations of both parties pursuant to the
        regulations and verify the identity of the Customer with the phone banking password on the phone.
        The recording files are maintained at the central recording system set up at the business location of
        the Bank (which are kept for not less than 3 months) for evidences purpose. “In writing” shall mean
        the original, cable or facsimile. The Customer authorizes the Bank to process the cable and
        facsimile as an original without any dispute. If the Bank considers the text or information in the
        facsimile copy is illegible or questionable, the Bank may choose not to accept the request or contact
        the Customer to confirm. When the Customer makes requests for transactions in writing, the
        Customer agrees to sign in the same specimen signature retained at the Bank for debiting the
        account. The specimen signature is valid between the Customer and the Bank for various
        transactions and businesses relating to ISDA or IFEMA, and will remain valid until the Customer
        amends the same by giving an original notice in writing.

VII.    Liabilities of the Bank

        If the Bank decides to execute the instructions of the Customer, the Bank shall execute the
        instructions as soon as practicable. However, if there is any delay, partial execution or inability or
        failure in execution of any instruction on the part of the Bank (including, but not limited to the
        breakdown or malfunction of any computer or electronic system or equipment), which results in any
        direct or indirect losses, damages or expenses on the Customer, the Bank shall not have any
        liability (including but not limited to any direct or indirect losses, damages or expenses suffered or
        incurred by the Customer arising from the movements in exchange rate between the time the
        Customer instructs the Bank and the time the instructions are received and executed by the Bank).

VIII.   Reliance on the Requests and instructions of the Customer

        Without excluding or diminishing the statutory interests of the Customer under the SFO, the
        Customer agrees to indemnify the Bank against all losses suffered from acting on the Requests or
        instructions of the Customer.

IX.     Cancellation of instructions

        The Bank is not obliged to cancel, change or amend any instructions already given to the Bank. If
        the original instruction is already completed or if the Bank considers there is not sufficient time or is
        not able to cancel, change or amend the original instruction, then the Bank is not responsible for
        any losses or expenses suffered or incurred by the Customer.



                                                 - 31 -
X.          Counterparties of the Bank

            Under the conditions of fair trading, the Bank and / or its Associates may act as the counterparties to
            the transactions instructed by the Customer. The Customer agrees that the Bank does not have to
            account to the Customer for any profits or other gains derived from such transactions.

XI.         Combination of bid and offer orders

            The Bank may combine the bid and offer orders of the Customer with the bid and offer orders of its
            own or its Associates or other customers of the Bank. The combination of bid and offer orders with
            the Bank does not place the Customer in a less favourable position than the Bank. The combination
            of bid and offer orders with other customers of the Bank will not place the Customer in a less
            favourable position than such customers of the Bank.



Article 6   Confirmation, clearing and settlement of transactions

I.          Confirmation of transactions

            (I)    Unless otherwise agreed with the Customer, the Bank shall promptly give a confirmation to
                   the Customer after execution of a transaction for the Customer. If the Transaction Notice for
                   Investment Product / Confirmation Notice of Dual Currency Investment Contract specifies a
                   particular Settlement Date, but the settlement is not executed as a result of typhoon warnings
                   or black rainstorm warnings, the Settlement Date will be postponed to the following business
                   day. The Customer agrees to pay the amount due before the Settlement Date as set out on
                   the Transaction Notice for Investment Product.

            (II)   The Bank will provide the Customer with monthly reports and statements relating to
                   transactions.

II.         Clearing of transactions

            With respect to the various transactions executed by the Bank pursuant to these terms and
            conditions for the Customer, the Customer shall settle the transaction in accordance with the
            Settlement Date, location and manner as specified in the relevant product prospectus, Indicative
            Term Sheet, or Transaction Notice for Investment Product/ Confirmation Notice of Dual Currency
            Investment Contract. The Customer shall pay the fees, reimbursement, commission and all
            applicable levies, stamp duties, charges of the Bank, transfer fees, interests and other essential
            expenses or costs arising from the account or any instruction or any transaction or otherwise.

III.        Breach by the Customer

            If the Customer does not settle any transaction in accordance with the provisions of the trading
            contract, the Bank is authorized, without informing the Customer, to transfer or sell the foreign
            exchange acquired in the event of a bid transaction towards satisfaction of the Customer’s liabilities
            to the Bank. The Bank is authorized to borrow and / or acquire the foreign exchange sold in the
            event of an offer transaction towards satisfaction of the Customer’s liabilities to the Bank. All losses,
            damages, costs or expenses incurred by the Bank as a result of such transfer, sale, borrowing or
            acquisition of foreign exchange due to the non-payment or failure to deliver the foreign exchange by
            the Customer shall be repaid in full by the Customer to the Bank.




                                                     - 32 -
Article 7   Commission, rebate and fees


I.          The Customer agrees to pay the commission and custody fee determined by the Bank from time to
            time. The Customer confirms that the Bank is entitled to request, accept and retain any rebate,
            brokerage, commission, expense, benefit, discount or other benefits provided by other parties for
            the benefit of the Bank as a result of executing the transaction. The Bank may also provide any
            benefit to any party related to the transaction. However, in receiving the benefits above, the Bank
            will comply with the relevant regulations and disclose to the Customer the interests, transactions,
            execution standard, brokerage rate and the rules for disclosing information to the Customer.

II.         Withdrawal of amounts: The Bank has the sole discretion to withdraw cash from the account so as
            to pay the amount payable and due to the Bank by the Customer according to these terms and
            conditions.

III.        Interests for overdue amounts: With respect to the overdue amounts, the Customer agrees to pay
            the interests accrued from the maturity date to the date the relevant amount is settled in full at the
            interest rate informed by the Bank to the Customer. The overdue amount includes, but is not limited
            to, the reasonable costs and expenses arising from the collection process by the Bank (including
            legal fees).


Article 8   Security

I.          The Customer agrees to charge the following to the Bank:-

            (I)    The assets or securities now and hereafter held in his/her account with the Bank

            (II)   All monies and other properties of the Customer (including all dividends or interests paid or
                   payable on securities) held by the Bank from time to time as margin deposits or for other
                   purpose (hereinafter referred to as the “Collateral”) so as to guarantee repayment by the
                   Customer of all or any of the debts due to the Bank.

II.         Enforcement of security upon occurrence of events of default: If any of the events set out in Article 9
            “Events of Default” has occurred, the Bank may enforce the security on the Collateral at any time
            considered appropriate by the Bank without notice to the Customer. Under such circumstances, the
            Bank may at any time sell all or part of the Collateral at market price. The Bank may apply the sale
            proceeds towards repayment of all or part of the amount due to the Bank by the Customer. The
            Bank does not have any liability arising from any loss thereby incurred. The Bank can also transfer
            and combine any account of the Customer. The Customer shall pay all outstanding amounts due to
            the Bank after enforcement of such rights by the Bank (including all costs and expenses reasonably
            incurred upon exercise of such rights by the Bank).



Article 9   Events of default


I.          Events of Default

            Any one of the following events shall be regarded as an Event of Default under these terms and
            conditions (hereinafter referred to as the “Events of Default”):-

            (I)    The Customer fails to pay in accordance with these terms and conditions or fails to pay the



                                                    - 33 -
              amount payable under other contracts with the Bank.

      (II)    The performance of obligations by the Customer or the Bank under these terms and
              conditions becomes illegal, impossible or material difficult.

      (III)   The Bank becomes aware that the financial statements submitted by the Customer or its
              representative are untrue or misleading according to the terms and contents of the documents
              related to the transactions.

      (IV)    The Customer fails to perform the liabilities or obligations under these terms and conditions.

      (V)     The Customer being declared bankrupt voluntarily or involuntarily or being petitioned for
              liquidation, dissolution or subject to a scheme of arrangement, or any of his/her assets being
              subject to enforcement action.

      (VI)    A receiver is appointed to receive all or part of the assets of the Customer.

      (VII) The Customer fails to pay the amount due under any contract with other parties, or any
            monetary indebtedness of the Customer (whether as principal or guarantor) becoming due
            prior to its due date.

      (VIII) The account of the Customer being included in any execution court order.

      (IX)    The Bank acting in good faith reasonably considers that there is any material adverse change
              in the status, business, financial position, legal status or ability of the Customer.

      (X)     The occurrence of any event being declared by the Bank in writing which, in the reasonable
              opinion of the Bank, may result in the Customer being unable or incapable to perform the
              obligations under these terms and conditions, any particular transaction or any obligation
              related to trading.

II.   Consequences of Event of Default

      If any event of default occurs, the Customer shall not have any right to trade with the Bank. The
      Bank is also entitled (but not obliged) to take one or more of the following actions at any time:

      (I)     to declare all amounts payable by the Customer to the Bank pursuant to these terms, any
              contract or transaction immediately due for payment.

      (II)    to cancel any unexecuted instructions and / or cancel all outstanding transactions and / or
              close all outstanding positions at fair market price.

      (III)   to enforce the Collateral (including the margin deposits) directly in accordance with Article 10
              of this Chapter “Termination of Contract” under these terms and conditions, and apply the
              proceeds to setoff the amounts payable to the Bank by the Customer. However the Bank is
              not obliged or liable to exercise the above rights at a time or with a mean convenient to the
              Customer.

      (IV)    to terminate these terms and conditions.

      (V)     to setoff or withhold from the account balance any amount due by the Customer without any
              notice in advance but the Bank shall notify the Customer of such setoff.

                                                - 34 -
Article 10   Termination of contract


I.           Apart from the circumstances set out in Article 9 “Events of default” above, the Bank or the
             Customer may also give notice in writing to the other party at any time to terminate these terms and
             conditions and / or cancel the account. However, the Customer’s notice in writing to the Bank to
             terminate these terms and conditions or accounts and / or cancel the letter of authorization shall
             only become effective on the second business day after the Bank’s actual receipt of the notice.

II.          Before the termination notice given by the Customer becomes effective pursuant to Article 10(I)
             above, the Bank may still (but not obliged ) to operate the account or exercise its rights in
             accordance with these terms and conditions.

III.         Termination of these terms and conditions by the Customer does not affect the transactions already
             executed before such termination, and will not affect the rights of claim by the Bank against the
             Customer, which right will survive termination of contract and will remain valid and enforceable
             against the Customer.



Article 11   Indemnity


             In addition to the above provisions, the Customer shall indemnify the Bank against all expenses,
             damages, costs, debts or losses incurred by the Bank arising from the Customer’s non-performance
             of obligations under these terms and conditions or any transaction or other obligations related to the
             transactions including the costs, fees and other amounts paid or payable by the Bank as a result of
             the Customer not settling or paying any sum in accordance with the provisions of the transaction, or
             the losses (including loss of profits), penalty or other expenses incurred by the Bank by applying its
             own funds or borrowing from third party to pay or settle the amount due or to become due under
             these terms and conditions or the provisions of any transaction.



Article 12   Declaration by the Bank

             The representatives and employees of the Bank may conduct various transactions offered under
             these terms and conditions as permitted by the relevant laws. The Bank is not required to inform the
             Customer about such transactions or seek consent from the Customer.



Article 13   Representations and warranties of the Customer

             The Customer represents and warrants that:-

I.           The Customer is not residing or having resident right in any country that has any restriction on the
             Customer in investing in transactions available under these terms and conditions. If the Customer
             becomes a resident of such country(ies), the Customer shall forthwith inform the Bank and agree to
             terminate the related transactions immediately at the request of the Bank.

II.          When the Customer acquires or conducts any transactions according to these terms and conditions
             with the Bank, the Customer shall ensure that he/she himself/herself or any person whom he/she
             represents is not prohibited from acquisition or trading. In jurisdictions restricting foreign ownership
             of securities, the Bank shall have no duty to ascertain the nationality of the owner of the securities or


                                                      - 35 -
             investment products or that the securities or investment products deposited are approved for foreign
             ownership unless otherwise agreed with the Customer.

III.         During the operation of the account, the Customer shall declare to the Bank whether the
             instructions are given by his/her Authorized Persons, and provide to the Bank the name, address
             and the letter of appointment of such Authorized Person.

IV.          The Customer shall not appoint any employee or representative of the Bank to operate the account
             of the Customer.



Article 14   Right of assignment

             The Customer shall not assign any rights or liabilities under these terms and conditions without the
             consent of the Bank in writing.



Article 15   Letter of authorization



I.           Subject to the applicable laws, the Customer Party irrevocably appoints the Bank as his/her
             authorised representative. The Bank is also authorized to take every necessary action and sign
             every necessary document in the name of the Customer or on behalf of the Customer so as to
             implement or execute the transactions under these terms and conditions.



II.          The Customer undertakes that at the request of the Bank, the Customer will take any action, sign
             any instrument and document or deal with any matter so as to implement or execute any provision
             or rights granted to the Bank under these terms and conditions.



Article 16   Opening of deposit account

             Prior to the application for any “Investment Products”, the Customer shall first open a deposit and
             fixed deposit account with the Bank in the same or related currency of the principal currency of the
             Designated Product. Further, for the settlement of products upon maturity, the Customer agrees to
             authorize the Bank to open a deposit account in the relevant transaction currency. The account
             opening procedures and terms are subject to the applicable laws and the Bank’s relevant rules and
             regulations.



Article 17   Subscription instruction


I.           The Customer agrees that, during the Offer Period of the Designated Product, he/she has read in
             details the relevant contents and conditions of the Indicative Term Sheet before signing relevant
             documents of the products and authorizing the Bank to subscribe the Designated Product according
             to these terms and conditions and the related documents.

II.          From the date of subscription (that is the date of the transaction) to the Initial Date of the product,
             the Customer shall maintain in his/her deposit account opened at the Bank an amount not less than
             the initial investment amount. The Customer also authorizes the Bank to withhold such amount and
             directly debit from such account on the payment date for the subscription of the Designated


                                                     - 36 -
             Product.

III.         The Customer agrees that all relevant transactions in respect of the Designated Product will be
             dealt with either verbally or with written authorization using the signature seal of the deposit account.
             If the signature seal is lost or damaged, the Customer shall forthwith report to the Bank for the loss
             or change the signature seal. Before the procedures are completed, the transactions conducted on
             the old signature seal of the Customer remain valid.



Article 18   Taxation

             Any return, redemption amount and / or interest shall be paid subject to any deduction or
             withholding for tax purposes required by law.



Article 19   Committed subscription amount


             The Bank does not guarantee that the Designated Product authorized and instructed by the
             Customer for subscription would fulfill the minimum subscription amount during the Offer Period
             (during the time the product is launched, the Bank shall aggregate the subscription amount from
             each Customer and determine whether the entry barrier of the Designated Product will be met). The
             entry barrier of each specific product will depend on the nature of the product as provided in
             the ”product prospectus”. If the subscription amount is not met, the Bank is entitled to cancel the
             transaction in respect of the Designated Product or only execute part of the subscription instructions
             of the Customer (whether or not the subscription instructions are fully or partially executed for any
             other customers of the Bank). Under such circumstances, the Bank will inform the Customer as
             soon as practicable and the Bank will not withdraw any relevant amount from the deposit account of
             the Customer on the payment date. The Customer agrees that the Bank shall not have any other
             liability apart from paying the interest accrued on the deposit in the deposit account of the
             Customer.



Article 20   Confirmation/ Confirmation Notice


             The Bank shall, after the Subscription Date, calculate the proceeds in accordance with the product
             conditions and the method of calculation of proceeds upon maturity, and deliver the Confirmation /
             Transaction Notice for Investment Product / Confirmation Notice of Dual Currency Investment
             Contract to the Customer. Such documents are non-transferable and shall lapse automatically upon
             maturity. If the Customer has any dispute in respect of the items set out in such document, the
             Customer shall raise it with the Bank in writing immediately within one week of its delivery otherwise
             the Customer shall be considered to have fully understood the items in the document. If any item
             set out in the document is inconsistent with or different from these terms and conditions and the
             Indicative Term Sheet, such document shall prevail.


Article 21   Adjustment


I.           If there is any adjustment to the terms as set out in the Indicative Term Sheet which is considered
             essential or appropriate by the Bank at its absolute discretion on or before the designated Initial
             Date (including primarily, market fluctuation or events leading to increase of risk), the Bank is
             entitled, at its absolute discretion, to make any adjustment to the Designated Product provided that


                                                      - 37 -
             such adjustment will not seriously affect the interest of the Customer who has subscribed the
             product. At the time when the relevant adjustments are made, the Bank will consider the interest
             of all Customers who have already purchased the Designated Product as a whole and will not
             consider the conditions of each individual Customer. Further, the relevant adjustments shall include
             but not limited to any terms or conditions related to the calculation of proceeds. The relevant
             adjustments must be made by the Bank in good faith and in a commercial reasonable manner. If the
             Bank decides to make the adjustments, the Bank will promptly inform the Customer.

II.          The calculation of proceeds from the Designated Product is based on the method for calculation of
             proceeds upon maturity as set out in the Transaction Notice for Investment Product / Confirmation
             Notice of Dual Currency Investment Contract. Prior to maturity the Bank does not assume any
             liability for the minimum guaranteed return as set out in such document or any protection in respect
             of the initial investment amount.



Article 22   Calculation of proceeds


I.           The calculation of proceeds from the Designated Product is based on the method of calculation for
             proceeds upon maturity as set out in the Notification of Consummation of Transaction /
             Confirmation Notice of Dual Currency Investment Contract. Prior to maturity the Bank does not
             assume any liability for the minimum guaranteed return as set out in such document or any
             protection in respect of the initial investment amount.

II.          The Customer agrees that delivery of interest on the original investment amount of the Designated
             Product shall be subject to the terms and conditions of the Indicative Term Sheet or Transaction
             Notice for Investment Product / Confirmation Notice of Dual Currency Investment Contract.


Article 23   Early termination


I.           If the Customer terminates the contract prior to the Expiry Date, the net asset value of the products
             is calculated according to the underlying investment made by the Bank at the time the contract is
             terminated. The settlement amount from investment will be deposited into the deposit account
             opened in the name of the Customer at the Bank within two to five business days after the contract
             is terminated, after deducting therefrom the default premium and related handling charges. The loss
             in interest on the initial investment amount upon early termination of contract shall be dealt with in
             accordance with the relevant laws and the Bank’s procedure for early termination of Investment
             Products. The Customer hereby agrees and confirms that calculations of such losses will be solely
             processed by the Bank and the results from the calculation will be fully binding on the Customer.

II.          The Bank is entitled to adjust the handling fee and the default premium. The contents of such
             adjustment and the effective date will be notified to the Customer in accordance with Article 19 of
             Chapter 1, which will be binding on the Customer.



Article 24   Initial investment amount upon maturity and repatriation of proceeds


             The Designated Product invested by the Customer will automatically expire on the maturity date
             and will not be renewed. The Customer also authorizes the Bank, within two to five business days
             after the maturity date, to deposit the settlement amount from investment directly into the
             designated deposit account opened in the name of the Customer with the Bank.


                                                     - 38 -
Article 25   Phone transactions


I.           The Customer shall use phone banking password to subscribe Investment Products by phone and
             shall keep the password confidential. After verifying the accuracy of the password, the Bank will
             complete the transaction in accordance with the telephone instruction of the Customer. If there is
             any unauthorized circumstances, the Customer shall forthwith inform the Bank and suspend the
             service. Prior to the receipt of notice by the Bank, the transactions executed from the use of the
             service by any third party will remain valid. The Customer shall not claim against the Bank for any
             unauthorised use of password unless caused by the wilful act or gross negligence of the Bank.

II.          Any application for subscription of Investment Products made by the Customer by phone should be
             made within the usual business hours of the Bank. If there is any force majeure event or
             circumstances not attributable to the Bank, such as suspension of electricity, interruption of
             telecommunication or congestion or third party interference causing delay in execution or inability to
             complete instructions or transactions, the Customer agrees to authorize the Bank to cancel the
             transaction directly and inform the Customer who shall not raise any objection thereto.

III.         The Bank and the Customer shall properly retain the records related to the service, and that the
             records maintained by the Bank (including the recordings for confirmation of transactions) are
             considered true.

IV.          If the Customer intends to change the personal password, the Customer shall do so either in writing,
             through internet, by phone or other methods agreed by both parties. Nevertheless, the change will
             only become effective after it is confirmed and agreed to by the Bank.

V.           The Customer shall terminate the services of the Bank under these terms and conditions in writing
             or by other method agreed by both parties, provided that the transactions effected prior to the
             termination becoming effective will remain valid. Such termination shall become effective after the
             Bank has confirmed actual receipt of the termination notice and has completed the relevant
             procedures.



Article 26   Miscellaneous


I.           The Customer authorizes the Bank that once the Customer is in bankruptcy or liquidation, the Bank
             may treat the Investment Products of the Customer as becoming mature. The Bank may settle the
             Investment Products according to the prevailing market price, and transfer the settlement amount
             from investment into the deposit account opened by the Customer at the Bank. If the account of the
             Customer is frozen and cannot accept any deposit, the Customer agrees that the same shall be
             deposited into the suspense account of the Bank and be dealt with in accordance with the relevant
             laws and regulations.

II.          In the event of natural disaster, strike, riot, war, any other force majeure events or any other
             circumstances not attributable to the Bank, or any change in governmental orders making it
             impossible for the Bank to perform these terms and conditions or causing delay in settlement, the
             Bank does not have any liability to the Customer arising therefrom.

III.         the Customer shall forthwith inform the Bank in writing of any change in his/her information.




                                                     - 39 -
IV.          Any headings to the articles of these terms and conditions do not affect such paragraph and / or the
             interpretation of other paragraphs.

V.           Any article under these terms and conditions are independent and several. If at any time any article
             is adjudged as ineffective or unenforceable, the effectiveness, legal status and enforceability of the
             remaining articles will not be adversely affected.

VI.          Any failure or delay in the exercise of any right, power or privilege of these terms and conditions by
             the Bank will not be deemed as a waiver of the relevant right, power or privilege. Any single or
             partial exercise of the relevant right, power or privilege will not exclude separate or further exercise
             of the relevant or any other right, power or privilege.

VII.         Unless otherwise agreed by both parties, any matters not dealt with in these terms and conditions
             will be dealt with in accordance with to the Confirmation / Confirmation Notice and the usual practice
             of the Bank or court order or regulation.

VIII.        When the Bank has to revise these terms and conditions by reason of any amendment of order and
             regulations of the competent authorities, the Bank shall prominently publish an announcement in its
             business premises. If the Customer does not agree with the revised terms, it shall terminate these
             terms in accordance therewith.

IX.          If the Customer dies, and if all beneficiaries of the Customer agree that the Investment Products
             invested by the Customer remaining outstanding shall be dealt with by one of the beneficiaries, they
             may request the Bank to deal with the succession of Investment Products in accordance with their
             agreement and upon production of relevant documents and compliance of the reasonable
             conditions of the Bank.

X.           Upon settlement of Investment Products, it will be made in denominations of the relevant currency
             such as Yen for the Japanese currency and rounded up to the nearest currency unit.

XI.          Details of the products and relevant interests will be agreed subject to the relevant laws, regulations
             of the competent authorities and this Agreement, Indicative Term Sheet and the Transaction Notice
             for Investment Product / Confirmation Notice of Dual Currency Investment Contract or relevant
             terms (or recordings confirming the transaction) entered into between the Bank and the Customer.

XII.         Investment Products are not deposits subject to protection, and are not subject to the Deposit
             Protection Scheme.



Article 27   Governing Law


             This Agreement is governed by and construed in accordance with the laws of Hong Kong. If any
             dispute arising from the regulated activities, the both parties shall take legal action such as
             individual litigation, settlement and arbitration according to the Securities and Futures Ordinance
             and its related applicable procedural rules.




                                                      - 40 -
CHAPTER 4   TERMS AND CONDITIONS FOR SECURITIES

            Chinatrust Commercial Bank, Ltd. whose principal place of business is situate at 28/F, Two
            International Finance Centre, 8 Finance Street, Central, Hong Kong, is a licensed bank under the
            Banking Ordinance and a registered institution under the Securities and Futures Ordinance (CE No.
            ABM849) and shall carry on the Type 1 (dealing in securities) and Type 4 (advising on securities)
            regulated activities. This Agreement provides for the rights and obligations in the application,
            redemption and switching of securities for the above account of the Customer and Chinatrust
            Commercial Bank, Ltd. Hong Kong Branch. This Agreement will become legally binding after it is
            signed by the Customer.


Article 1   Definitions

I.          Account Application Form

            shall mean the personal account application form, which includes the basic information, brief
            financial information, type of investment risks, settlement of account, declaration and signature as
            well as related notes and declarations, or any supplement or amendment related to the account
            application form completed and signed by the Customer, and the personal data and declaration
            attached.

II.         Trade Confirmation Form

            shall mean the transactions in the actual subscription, switching or redemption of securities by the
            Customer. The Bank shall prepare various forms of documents or electronic forms for various
            transactions as evidence of the confirmation of transactions with the Customer.

III.        Product Documents

            shall mean, with respect to various securities transactions, the product related documents prepared
            by the issuer, dealers and distributors, including but not limited to any subscription agreements,
            placing memorandums, product prospectuses, offering documents, IPO prospectuses,
            memorandums and articles of association, outline of operation, trust deeds, trust declarations,
            limited partnership agreements, contracts, plans, constitutional documents, preliminary offering
            documents, circulars, offering documents or explanatory memorandums, and any supplement or
            memorandum of the above prepared in English, Chinese or other languages.

IV.         Application for / Cancellation of Power of Attorney on Account Enquiry

            shall mean the Customer authorizing the Bank to permit/cancel the use of Internet banking service
            provided by the Bank through the Internet to third parties or other ways agreed between the
            Customer and the Bank, for making enquiry of relevant account information or related transactions.

V.          Securities

            shall include the bonds, equities, bills, trust funds, mutual funds, funds, collective investment
            schemes, partnership interests, shares, receipts and commercial bills issued for or by any
            governmental institutions, body corporate or unincorporated associations.

VI.         Transaction



                                                   - 41 -
            shall include relevant transaction of operations and relevant matters related to the subscription,
            redemption and switching of securities by the Customer.

VII.        Money

            shall include the subscription money, switching money, redemption money, tax, fee, and
            commission upon the subscription, switching or redemption of securities by the Customer.

VIII.       Price

            shall mean the total price upon the subscription, switching, or redemption of securities by the
            Customer.

IX.         Settlement Account

            shall mean the account at the Bank agreed between the Customer and the Bank for the purpose of
            debit, transfer into or transfer from the account for transactions and other related transactions in
            dealing, delivery, and settlement upon the subscription, switching, or redemption of securities.



Article 2   Transaction


I.          The relevant money, price, name and type of the designated securities, and quantity of transactions
            entered into by the Customer are set out in the Trade Application Form or other agreed forms of
            documents or electronic forms prepared by the Bank, and subject to acceptance by the Bank.

II.         Unless otherwise agreed in writing by the Bank, all instructions given by the Customer cannot be
            changed, cancelled or withdrawn.

III.        The Bank generally acts upon the instructions of the Customer. However, the Bank may reject any
            unlawful or improper instructions of the Customer.

IV.         The Bank does not give any assurance for the successful subscription, purchase or acquisition of
            the underlying securities, or that trading of any securities will be executed. Unless it is directly and
            solely caused by the negligence or wilful misconduct of the Bank, the Bank will not be liable
            (including but not limited to contractual or tortious liabilities) for any loss, expense or damage
            suffered by the Customer arising from the Bank’s non-performance of obligations under this
            Agreement due to any other reasons.

V.          Unless otherwise provided, the Customer shall open one or more investment accounts with the
            Bank so as to hold or prepare to hold all or part of underlying securities or related interests issued,
            distributed, or allocated. In addition, the Customer shall open one or more settlement accounts with
            the Bank at the request of the Bank for the debit of relevant amount, transfer into or transfer from
            such accounts upon dealing, delivery, and settlement of transactions in the subscription, switching
            or redemption of securities.

VI.         The Customer agrees and accepts that the relevant investment account shall be under a master
            account of the Bank for which a sub-account is maintained in the records of the Bank. The
            underlying securities from such master account and the interests deriving therefrom may be
            co-mingled with the securities and interests of other customers of the Bank (but will not be
            co-mingled with the cash or securities of the proprietary trading account of the Bank). Under such


                                                     - 42 -
        circumstances, the Customer is entitled to share the underlying securities as applied with other
        customers of the Bank in the same proportion.

VII.    The Customer and the Bank shall jointly comply with the laws related to trading and the relevant
        regulations applicable to the securities. If such securities are trust funds, mutual funds, funds,
        collective investment schemes, etc., the Customer shall also comply with regulations of such
        securities or fund manager or related institutions on the following:

        (I)     trading on selected time or short term trading;

        (II)    prices for subscription, redemption and switching, timing, method, calculation of net asset
                value, allocation of revenue, payment of fees;

        (III)   matters relating to the operation of the securities.

VIII.   If the Bank receives any notices from the relevant securities regarding increase (decrease) in
        capitalization, liquidation, changes (including name, denomination, valuation method, and
        investment amount), merger, dissolution, suspension in settlement, difficulty in operation, or other
        matters beyond the control of the Bank, or if the Bank cannot complete the transaction for the
        Customer or if the Bank considers having difficulties in completing the transaction by reason of laws
        or regulations of the issuers (including, but not limited to, the restriction in objectives for use of
        proceeds, revocation as a result of not meeting the statutory subscription amount, over subscription,
        or other legal prohibitions on investment), the Customer agrees to deal with the relevant matters
        accordingly or terminate the transaction and bear the profit and loss arising therefrom.

IX.     Any change in the application of proceeds, amount (subscription, switching, or redemption),
        underlying (securities), settlement account (including but not limited to debiting, change of date on
        transfer from or transfer to such accounts, suspension or resumption of debit), registration of
        personal information of the Customer, specimen signature or seal of the Customer shall be made in
        the manner prescribed by the Bank (including Trade Application Form or other means provided by
        the Bank, such as other documents, phone banking, or internet banking). Changes in any of the
        above items will become effective only if made not later than 3 business days of the Bank and the
        relevant financial institutions before the date of debit of relevant amount.

X.      The income or interests arising from the subscription or switching of securities will be allocated by
        the Bank according to the relevant allocation benchmark day in proportion to the interests held by
        the Customer.

XI.     The Customer who subscribes securities by monthly installment may authorize the Bank (such
        authorization has to be accepted by the Bank) to deduct the subscription amount, subscription fee
        and other applicable charges by way of automatic transfer from the designated settlement account
        every month on each subscription date. (Deduction will be processed on the following business day
        if holiday). In case of the Bank fails to process on the appointed date due to computer system
        malfunctions or other reasons beyond its control, the Customer agrees to postpone such deduction
        to the next available business day after above-mentioned obstacle has been removed.

XII.    The Customer should maintain sufficient fund in the designated settlement account at least one
        business day before the appointed monthly installment investment date until such fund being
        deducted by the Bank. If the account balance fails to meet the applicable amount and results in 3
        continuous unsuccessful deductions on appointed investment date, the Bank may suspend the said
        investment at its discretion.



                                                   - 43 -
XIII.       If the balance of the designated settlement account fails to meet the monthly installment investment
            amount set by the Customer, then deductions shall be processed in the priority in accordance with
            the Bank’s deduction procedure.

XIV.        Upon the Bank’s application for redemption or disposal of securities within and outside Hong Kong,
            any proceeds received will be paid to the Customer after deducting the relevant expenses. When the
            Bank receives the Customer’s instructions to dispose of or redeem the total number of units held by
            the Contracting Party, if there are unsold assets or units derived from the original number of units or
            if the amount or units of the instructions for disposal or redemption is less than the minimum disposal
            or redemption quantity of the securities, the Bank may directly apply for disposal or redemption
            without notice to the Customer upon receipt of notice about such assets from the issuer or related
            institutions within or outside Hong Kong or upon the Bank aggregating with the securities or units to
            be disposed of or redeemed by other customers of the Bank so as to reach the minimum quantity,
            and pay the remaining amount to the Customer upon receipt of the proceeds and deducting the
            relevant expenses.

XV.         If the securities are mandatorily redeemed or disposed of in full as required by the relevant laws
            within and outside Hong Kong or the regulations of the related institutions, the Customer agrees that
            the Bank shall act in accordance with such law and regulations. If the securities are mandatorily
            redeemed or disposed of as a result of liquidation, the Customer agrees that after the Bank’s receipt
            of the proceeds and deducting the related expenses, the Bank will directly credit the net proceeds
            into the settlement account of the Customer or other account agreed with the Bank.

XVI.        Upon partial redemption or disposal of securities by the Customer, the accrued amount as recorded
            in the books will be deducted in proportion to the units redeemed or sold by the Customer.

XVII.       With the consent of the Bank, the securities may be switched to other securities issued by the same
            issuer or manager which are available for dealing at the office of the Bank.

XVIII.      Upon partial switching of the securities, the amount of securities of the Customer will be
            proportionally deducted, and such deducted amount will be used to acquire new securities.

XIX.        In allocating the units of same marketable securities acquired to each customer of the Bank, if there
            are remaining units which cannot be divided, the Bank will allocate the same in accordance with its
            operation standard or practice, similar to its allocation of proceeds upon redemption.

XX.         The Customer understands and agrees to pay various fees of the issuer, manager, related
            institutions or distributors as set out in the explanatory memorandum of various securities (including,
            but not limited to, manager’s fee, custody fee, handling fees for switching and redemption) and to
            the various trading restrictions (including, but not limited to, subscription, switching, redemption, and
            short term trading).

XXI.        All unsettled matters will be dealt with according to the provisions for this Agreement and settlement
            account regulations of the Bank.

Article 3   Authorization and Agency

I.          The Customer appoints and authorizes the Bank as its agent to execute, including the contracts
            related to the creation of securities transaction, to manage and deal with the securities subscribed
            for or switched, to receive income from the securities, to negotiate with related institutions of the
            securities (including, but not limited to, the issuer and the dealer), to register the securities in the
            name of the Bank or names agreed with the related trading institutions, to act as the manager of the

                                                      - 44 -
               securities, to decide on the execution and exercise of rights and restrictions related to the securities,
               to act in accordance with the special instructions of the Customer as accepted by the Bank, and to
               execute other matters related and essential to the matters above.

II.            Although the Bank is in principle the agent of the Customer, the Bank may still, according to its
               judgment as appropriate refuse to accept or execute the matters provided in this Agreement or
               which may be detrimental to the Bank.

III.           The Customer agrees that the Bank may at any time provide services related to this Agreement to
               other customers of the Bank without informing the Customer. The Bank can represent the Customer
               and other customers of the Bank at the same time to trade with issuers, dealers or other relevant
               institutions.

Article 4     Agent’s Commission

The Customer understands and acknowledges that the Bank is authorized and appointed by the Customer as agent
to conduct securities related trading in accordance with this Agreement, and may collect fees from the counterparty
as agent’s commission. In fund transaction, the fund issuer may issue different classes of shares based on different
fee structure. Generally, a subscription fee will be charged upon subscription of class A shares, while a CDSC
(Contingent Deferred Sales Charge) will be charged upon redemption of class B shares.

I.             The Bank will collect commission listed hereinafter when the Customer invests in class A shares

                (I) Subscription Fee:
                 i.Commission rate:
                     Up to 5% for unit trust funds and mutual funds. Notwithstanding, if the transaction was deemed
                     to be short-term trading by the fund house, higher front-end load may applied in accordance with
                     the fund house’s policy.
                 ii.Commission calculation = Transaction amount x commission rate.
                 iii.Paying time and method:
                      The amount should be paid in full by the Customer to the Bank upon subscription

                (II) Switching Fee:
                 i. Commission rate: 0% ~ 1%
                 ii.Commission calculation = Transaction amount x commission rate
                 iii.Paying time and method:
                      Applies when Customer switch holdings. Deducted by the fund house from the transaction
                      amount and pay to the Bank.
                  iv.Additional switching fee may apply and collected by fund house in accordance with the fund
                     house’s policy.

                (III) Rebate
                 i. Commission rate: 0% ~ 1% annually
                 ii. Commission calculation = NAV x commission rate
                 iii.Paying time and method: Paid monthly, quarterly, semi-annually, or annually by counterparty or
                     fund house to the Bank pursuant to each fund house’s policy. It is included in the fee structure
                     stipulated in the prospectus and deducted by the fund house from the relevant fund’s NAV in a
                     daily basis.

II.            Commission applies for funds with different pricing structure or class B shares are set in the special
               arrangement between the Customer and the Bank.



                                                         - 45 -
III.        Commission applies for structure product is set in the special arrangement between the Customer
            and the Bank.

IV.         Changes in the fee shall be notified by posting on the Bank’s website or business places.

Article 5   Responsibilities and Conflict of Interest

I.          The Customer agrees that the Bank itself or its subsidiaries, related companies, nominees or agents
            may have material interests in any securities transaction. The Bank may still represent or act as an
            agent of the Customer to conduct related transactions without restrictions.

II.         When dealing with securities, all losses arising from settlement, exchange rate, movement in
            interest rate or other market environment factors and risks, or the acts or omission of the operators
            of the funds, such as the issuers or the fund managers, or the related institutions, such as the
            custodians within and outside Hong Kong, nominees, investment advisers, brokers, certification
            authorities, accountants and lawyers will be solely borne by the Customer.

III.        The Bank does not assume any liability for any damage, loss or moratorium arising from natural
            disaster, commotion, war, riot or the seizure, nationalization, forfeiture, destruction or other acts by
            foreign government, supervisory institutions or political parties, or any change in the laws of the
            jurisdictions of the securities or their interpretation or application, or other force majeure events not
            attributable to or beyond the control of the Bank.

IV.         The Customer agrees and authorizes the Bank to accept and receive from any issuer, dealer and /
            or other brokers, dealers or persons any rebate, subsidy, commission, discount, remuneration, profit,
            gain and emolument derived from the dealing and application for subscription of the underlying
            securities.

V.          The Customer agrees and authorizes the Bank to accept on behalf of the Customer all goods and
            services from the brokers and dealers engaging in the purchase, disposal or dealing of securities,
            including but not limited to research and advisory services, economic and political analysis, portfolio
            analysis (including assessment and performance appraisals), market analysis, data and quotation
            services, computer hardware and software related to the services above, settlement and custody
            services as well as publications related to investment.

VI.         As to the exercise of related rights derived from the subscription or switching of securities by the
            Customer, including but not limited to the voting rights of the shareholders or the beneficiaries in
            meetings, exercise of right in redemption, switching, or subscription, if the Bank has notified the
            Customer in respect thereof within a reasonable timeline in a reasonable manner, or the Customer
            fails to give express and related instructions or allow the Bank reasonable time to prepare to act, the
            Customer agrees and authorizes the Bank to make decision on behalf of the customer in a manner
            the Bank considers appropriate. The Customer will solely accept any detriments arising therefrom.

VII.        Unless otherwise acting pursuant to applicable laws or the instructions of the competent authorities,
            the Bank does not have to take legal action such as individual litigation, settlement and arbitration
            arising from the subscription or switching of securities by the Customer.

VIII.       Notwithstanding that the Customer may have informed the Bank of any of his/her investment
            objectives, the Customer shall make his own independent judgment of the nature of securities as
            well as the financial position and creditworthiness of the related institutions such as the issuers and
            the dealers, and shall be solely responsible for the risks.



                                                     - 46 -
Article 6   Undertaking and Declaration

            The Customer undertakes and declares as follows:

            I.     The Customer is aged over 18, and is not a citizen or resident of the United States of America
                   or Canada pursuant to the securities or taxation regulations of the United States of America or
                   Canada.

            II.    The Customer represents that he/she is not engaged or employed by any licensed
                   corporation or registered institutions engaging in the regulated activities as provided in the
                   Securities and Futures Ordinance, otherwise the Customer shall provide to the Bank the
                   relevant consent of such institution or employer. If there is any change in respect of such
                   engagement or appointment, he/she will inform the Bank immediately.

            III.   The Customer declares that it will not acquire or hold the underlying securities that are
                   beneficially owned by US persons or acquire or hold the underlying securities on the account
                   of US persons or perform any act in breach of any applicable laws.

            IV.    The Customer fully understands and agrees the risks involved in the subscription or switching
                   of the underlying securities. The application letters, application forms, agreements and
                   related documents signed are all entered into at the sole decision of the Customer whether or
                   not the Customer has obtained relevant advice from the Bank. The Customer also completely
                   understands and agrees that the advice or commentary given by the Bank to the Customer
                   (whether or not given at the request of the Customer ) are for reference only.

            V.     The Customer declares that all information, declaration and warranties provided or given by
                   the Customer in the account opening application, trading confirmation or other related
                   documents or media are true and accurate.

            VI.    The Customer has disclosed and reported to the Bank the necessary information and
                   documents which may affect the Bank in deciding whether or not to act as the agent of the
                   Customer according to the terms of this Agreement.

            VII.   If there is any major change to the information provided or given by the Customer in this
                   Agreement or related documents and media, the Customer shall inform the Bank immediately.
                   The Bank, after considering the change of information related to the Customer, reserves its
                   right whether or not to continue to act as the agent of the Customer.

            VIII. The Customer undertakes that he/she will, at the reasonable request of the Bank or when
                  required for trading purposes, continue to execute or issue any relevant application, deed,
                  document and comply with the requirements for implementation or execution of this
                  Agreement.



Article 7   Assignment



            Unless otherwise agreed between the Customer and the Bank in writing and in advance, the
            Customer shall not assign his/her rights and obligations under this Agreement. The Customer shall
            not create security over the relevant rights in favour of third party.
Article 8   Dealing of securities through phone banking, Internet banking and other means



                                                    - 47 -
If the Customer instructs the Bank to deal with the securities (subscription, redemption and
switching) through phone banking, Internet banking or other means, the Customer agrees that the
selected means of services shall be governed by relevant provisions in Chapter 2 and the following
provisions (the terms not related to the means of service selected are temporarily not applicable
after signing of this Agreement):-


I.     The use of phone banking, Internet banking or other means by the Customer to place
       instructions of various transactions, including, but not limited to various subscription,
       redemption, switching, movement or enquiry must enter into related service contract with the
       Bank first or obtain the consent of the Bank, and obtain the password designated by the
       Customer and confirmed by the trustee.

II.    The use of the said service by the Customer to deal with securities through phone banking,
       Internet banking or other means shall require verification of identity by the Bank with the
       password. The Customer should keep the password confidential. The Bank only provides
       services in accordance with instructions verified with the correct password. Under
       circumstances not being legally authorized by the Customer, the Customer shall immediately
       inform the trustee to suspend such service. Prior to the receipt of notice by the Bank, the use
       of such service by any third party will still be binding. Except with the willful default or gross
       negligence of the Bank, the Contracting Party shall not defend the Bank by reason of the
       illegal authorization of the password.

III.   Upon receipt of instruction from the Customer after verification of identity with the correct
       password, the Bank shall provide the services under this Agreement. If the Bank unilaterally
       considers the provision of services will result in a breach of relevant laws by the Bank, the
       Bank shall not be obliged to provide such service.

IV.    When the Customer places any instructions of various transactions by phone banking,
       Internet banking or other means, the principle is that such instructions should be given within
       the business hours of the Bank. If there is any force majeure event or circumstances not
       attributable to the Bank, such as interruption of electricity supply, fixed line, disruption in
       Internet communication, congestion, and hacking causing delay in execution or inability to
       complete instructions or transactions, the Customer agrees to authorize the Bank to process
       the transaction on the Bank’s sole discretion, and the Bank shall not be responsible for any
       loss incurred therefor..

V.     If any service selected by the Customer is not dealt with as a result of interruptions, such
       service shall be handled by other agreed methods or dealt with by the Customer in person at
       the office of the Bank.

VI.    The Customer and the Bank shall maintain proper records related to the service, and the
       records maintained by the Bank shall be deemed to be accurate.

VII.   If the Customer intends to change the password, the Customer shall deal with the change in
       writing, through the internet banking, phone banking, or other means agreed with the Bank.
       Such change shall only become effective after it is confirmed and agreed by the Bank.

VIII. The Customer shall give notice in writing to the Bank or by other means agreed with the Bank
      to terminate all or part of the service. The Bank may also inform the Customer at any time to
      suspend the provision of all or part of the service, provided any transactions already executed


                                         - 48 -
                   or booked but not yet cancelled before the termination becomes effective shall remain valid.
                   The above termination shall be confirmed by the Bank with the actual receipt of the
                   termination notice and completion of related procedures before becoming effective.

             IX.   If the service means originally selected by the Customer has to be changed upon
                   implementation of a system by the Bank or pursuant to the laws and regulations, the Bank
                   has to inform the Customer to deal with the relevant matters separately, and apply the related
                   provisions when the new service mean is activated. The above conditions shall also be
                   applicable in case of application for change of service means by the Contracting Party.



Article 9    Miscellaneous

I.           The Customer shall obtain the consent of the Bank in switching between products/services used by
             him/her and that the relevant conversion method and the calculation standard for switching will be
             dealt with according to the provisions for the switching of products/services or the provisions of the
             Bank.

II.          With respect to the notices, reports, reconciliation statements, settlement notes or other statements
             related to the securities transactions including, but not limited to, subscription, redemption, disposal,
             switching, addition, divestment or repatriation of securities, they will be deemed as delivered five
             days from the date of posting or issue by the Bank, without prejudice to evidence of earlier delivery.

III.         The above notices, reports, reconciliation statements, settlement notes, or other related statements
             shall be deemed as accepted if no objection thereto is raised by the Customer within 14 days from
             the date of delivery, and the Bank’s responsibility for the matters recorded is deemed to be
             discharged accordingly.

Article 10   Declaration by the Customer

I.           The Customer declares that the information given above is correct and complete, and authorizes
             the Bank to perform the inspection it considers appropriate, including the conduct of any credit
             checks on the Customer.

II.          The Customer confirms that he/she has read and understood the relevant provisions for the
             account opening and dealing in securities.

III.         The Customer agrees with the relevant provisions. The Bank is entitled to change the relevant
             provisions by giving not less than 30 days prior notice. Unless the Bank receives the notice for
             closing the account from the Customer, the Customer shall be considered to have accepted the
             provisions as amended.

IV.          The Customer declares and confirms that he/she has been provided with the Risk Disclosure
             Statement and the relevant provisions according to the language of his/her choice. The Customer
             has reviewed the Risk Disclosure Statement, raised questions and taken independent advice.

V.           The Customer understands that the opening of the account is subject to the Bank’s final
             acceptance.

VI.          The Customer has received and read all product documents, including but not limited to related
             documents such as offering memorandum. The Customer also agrees to the terms of the product
             documents and fully understands the risks involved in the investment of securities.


                                                      - 49 -
                                                  Annexure 1

                                         Risk Disclosure Statements



1.    Risk of Securities Trading

      The Customer acknowledges that the prices of Securities fluctuate, sometimes dramatically. The price of a
      Security may move up or down, and may become valueless. It is as likely that losses will be incurred
      rather than profit made as a result of buying and selling the Securities.

2.    Risk of Trading Growth Enterprise Market Stocks

2.1   GEM Board stocks involve a high investment risk. In particular, companies may list on GEM Board with
      neither a track record of profitability nor any obligation to forecast future profitability. GEM Board stocks
      may be very volatile and illiquid.

2.2   The Customer should make the decision to invest only after due and careful consideration. The greater
      risk profile and other characteristics of GEM Board mean that it is a market more suited to professional and
      other sophisticated investors.

2.3   Current information on GEM Board stocks may only be found on the internet website operated by the
      Exchange. GEM Board Companies are usually not required to issue paid announcements in gazetted
      newspapers.

2.4   The Customer should seek independent professional advice if the Customer is uncertain of or has not
      understood any aspect of this Risk Disclosure Statement or the nature and risks involved in trading GEM
      Board stocks.

3.    Trading of Nasdaq-Amex Securities

      The Securities under the Nasdaq-Amex Pilot Program (“NAPP”) operated by the Exchange are aimed at
      sophisticated investors. The Customer should consult his dealers and become familiarized with the NAPP
      before trading in the NAPP Securities. The Customer should be aware that the NAPP Securities are not
      regulated as a primary or secondary listing on the Main Board or the GEM Board.

4.    Risk of Foreign Securities Trading

      Foreign Securities carry additional risks not generally associated with Securities in the domestic market.
      The value or income of foreign Securities may be more volatile and could be adversely affected by changes
      in currency rates of exchange, foreign taxation practices, foreign laws, government practices, and
      regulations and political events. The Customer may find it more difficult to liquidate investments in foreign
      Securities where they have limited liquidity in the relevant market. Foreign laws, government practices and
      regulations may also affect the transferability of foreign Securities. Timely and reliable information about
      the value of the extent of the risks of foreign Securities may not be readily available at all times.

5.    Risk of Margin Trading

      The risk of loss in financing a Transaction by deposit of collateral is significant. The Customer may sustain
      losses in excess of the Customer’s cash and any other assets deposited as collateral with the Bank.
      Market conditions may make it impossible to execute contingent orders, such as “stop-loss” or “stop-limit”
      orders. The Customer may be called upon at short notice to make additional margin deposits or interest

                                                      - 50 -
      payments. If the required margin deposits or interest payments are not made within the prescribed time,
      the Customer’s collateral may be liquidated without the Customer’s consent. Moreover, the Customer will
      remain liable for any resulting deficit in the Customer’s Account and interest charged on the Customer’s
      Account. The Customer should therefore carefully consider whether such a financing arrangement is
      suitable in light of the Customer’s own financial position and investment objectives.

6.    Trading of Asset Linked Products

6.1   An asset linked product:-

      6.1.1   is an option with an underlying asset which is traded on an Exchange or otherwise;

      6.1.2   pays a cash return with a predetermined yield if the price/level of the underlying asset remains at or
              above the strike price/level or if the underlying asset occurs (as the case may be) on the price/level
              fixing date;

      6.1.3   delivers shares/units of the underlying asset if the price/level of the underlying asset falls below the
              strike price or if the underlying asset does not occur at maturity (as the case may be);

      6.1.4   if shares/units of the underlying asset are delivered at maturity, the value of such shares/units may
              be less than the original amount of investment; and

      6.1.5   is not to be confused with other short term investments such as traditional time deposits which are
              principal protected and which the Customer will be entitled to an interest at maturity as there is a
              possibility of the delivery of the shares/units in the underlying asset and therefore is generally not
              principal protected except where expressly stated otherwise.

6.2   The following serves to highlight some features which normally appear in an asset linked product and the
      risks involved in establishing it:-

      6.2.1   The interest return on the asset linked product will depend on the movements or occurrence of the
              underlying asset (as the case may be) and may therefore be higher or lower than the interest return
              on a traditional time deposit. If the structure of the relevant asset linked product is such that a
              negative interest rate results from extreme fluctuation or non-occurrence of the underlying asset (as
              the case may be), the Customer may not be able to receive the entire principal amount of the
              relevant asset linked product upon its maturity.

      6.2.2   If the structure of the relevant asset linked product is such that the principal and interest return may
              be payable to the Customer in a currency which is different from the base currency of the relevant
              asset linked product or in the form of another asset, then although such alternate currency or asset
              was pre-specified at the time the relevant asset linked product was established, the Customer may
              still be subject to a loss arising from the decline in the exchange rate of the alternate currency in
              terms of the base currency or the decline in the value of the asset delivered to the Customer.


      6.2.3   By establishing an asset linked product, the Customer is taking a view on the direction of fluctuation
              or occurrence of the underlying asset (as the case may be), based on the Customer’s own
              assessment and judgment.

      6.2.4   Unless otherwise agreed by the Bank and subject to any conditions the Bank may impose, the
              principal amount of the asset linked product may not be withdrawn at any time prior to its maturity
              date. In such circumstances, the Customer shall be fully liable to all potential losses, costs and


                                                       - 51 -
             expenses resulted therefrom. The Customer may not be able to receive the entire principal amount
             of the Asset Linked Product or even incur extra loss.

     6.2.5   If the relevant asset linked product is purchased on a leveraged basis, the Customer should note
             that the risk of loss can be substantial. The Customer may sustain a total loss of the principal
             amount and any additional amounts that the Customer used to establish or maintain the relevant
             leveraged asset linked product. If the underlying asset moves against the Customer, the Customer
             may be called upon to deposit a substantial amount of additional funds, on short notice, in order to
             maintain the relevant leveraged asset linked product. If the Customer does not provide the
             required funds within the prescribed time, the Customer’s position may be liquidated at a loss, and
             the Customer will be liable for the resulting deficit. Under certain market conditions, it may be
             difficult or impossible to liquidate such a position. In these circumstances, the Customer’s total loss
             may not be limited to the principal amount and additional amounts the Customer used to establish
             and maintain the relevant leveraged asset linked product alone. The high degree of leverage can
             work against the Customer as well as for the Customer. The use of leverage can lead to large
             losses as well as gains.

     6.2.6   The Customer should therefore firstly, carefully read, study and fully understand the relevant
             offering documents and constitutive documents and the structure of such investment before the
             Customer instructs the Bank to establish an asset linked product and secondly, carefully consider
             whether such an establishment is suitable in light of the Customer’s own financial position and
             investment objectives. If the Customer provides the irrevocable Instructions to the Bank, the
             Customer does so at the Customer’s own risk and have not relied on its advice or recommendation.


7.   Risk of Trading Futures and Option

     The risk of loss in trading futures contracts or options is substantial. In some circumstances, the Customer
     may sustain losses in excess of the Customer’s initial margin funds. Placing contingent orders, such as
     "stop-loss" or "stop-limit" orders, will not necessarily avoid loss. Market conditions may make it impossible
     to execute such orders. The Customer may be called upon at short notice to deposit additional margin
     funds. If the required funds are not provided within the prescribed time, the Customer’s position may be
     liquidated. The Customer will remain liable for any resulting deficit in the Customer’s Account. The
     Customer should therefore study and understand futures contracts and options before the Customer trades
     and carefully considers whether such trading is suitable in the light of the Customer’s own financial position
     and investment objectives. If the Customer trades options the Customer should familiar with the of
     exercise and expiration procedures and the rights and obligations upon exercise or expiry of such options.

8.   Trading of Bonds

     All investments carry risk. Bonds are no exception. The Customer understands that the price of bonds
     can and does fluctuate, sometimes dramatically, and that any individual bond may experience upward or
     downward movements, and may even become valueless. The Customer acknowledges that it is as likely
     that losses will be incurred rather than profit made as a result of buying and selling bonds. This is the risk
     that the Customer is prepared to accept. The Customer shall take complete responsibility for any outcome
     of buying and selling bonds and agrees not to hold the Bank responsible for any losses resulting from the
     Customer’s trading strategy. The Bank will take due care according to its relevant internal procedure on
     the selection of its nominee, broker, agent or any counter-party. The Customer acknowledges and accepts
     all risks associated with bonds held by any such party. The Bank shall not be responsible for any damage
     or loss arising from or in connection with such custody or action except for willful default or gross negligence
     on its part. The Customer acknowledges that any subscription for or acquisition or purchase of any bonds
     registered outside Hong Kong and the receipt and collection of income therefrom and other administrative


                                                      - 52 -
       matters thereof may not be governed by Hong Kong laws. The Customer agrees to bear all risks relating
       to the Customer’s Instructions to deal with all such bond which are not governed by Hong Kong laws.

9.     Provision of an Authority to Hold Mail or to Direct Mail to Third Parties

       If the Customer provides the Bank with an authority to hold mail or to direct mail to third parties, it is
       important for the Customer to promptly collect in person all contract notes and statements of the Customer’s
       Account(s) and review them in detail to ensure that any anomalies or mistakes can be detected in a timely
       fashion.

10.    Risks of Customer Assets Received or Held Outside Hong Kong

       Customer assets received or held by the Bank outside Hong Kong are subject to the applicable laws and
       regulations of the relevant overseas jurisdiction which may be different from the SFO and the rules made
       thereunder. Consequently, such Customer assets may not enjoy the same protection as that conferred on
       Customer assets received or held in Hong Kong.

11.    Risk of Trading in Leveraged Foreign Exchange Contracts

       The risk of loss in leveraged foreign exchange trading can be substantial. The Customer may sustain
       losses in excess of its initial margin funds. Placing contingent orders, such as “stop-loss” or “stop-limit”
       orders, will not necessarily limit losses to the intended amounts. Market conditions may make it impossible
       to execute such orders. The Customer may be called upon at short notice to deposit additional margin
       funds. If the required funds are not provided within the prescribed time, the Customer’s position may be
       liquidated. The Customer will remain liable for any resulting deficit in the Customer’s Account. The
       Customer should therefore carefully consider whether such trading is suitable in light of the Customer’s own
       financial position and investment objectives.

12.    Risk of Providing an Authority to Re-pledge Customer’s Securities Collateral etc.

12.1   There is risk if the Customer provides the Bank with an authority that allows it to apply the Customer’s
       Securities or Securities collateral pursuant to a Securities borrowing and lending agreement, re-pledge the
       Customer’s Securities collateral for financial accommodation or deposit the Customer’s Securities collateral
       as collateral for the discharge and satisfaction of its settlement obligations and liabilities.

12.2   If the Customer’s Securities or Securities collateral are received or held by the Bank in Hong Kong, the
       above arrangement is allowed only if the Customer’s consent in writing is obtained. Moreover, unless the
       Customer is a professional investor, the Customer’s authority must specify the period for which it is current
       and be limited to not more than 12 months. If the Customer is a professional investor, these restrictions do
       not apply.

12.3   Additionally, the Customer’s authority may be deemed to be renewed (i.e. without the Customer’s written
       consent) if the Bank issues the Customer a reminder at least 14 days prior to the expiry of the authority, and
       the Customer does not object to such deemed renewal before the expiry date of the Customer’s then
       existing authority.

12.4   The Customer is not required by any law to sign these authorities. But an authority may be required by the
       Bank, for example, to facilitate margin lending to the Customer or to allow the Customer’s Securities or
       Securities collateral to be lent to or deposited as collateral with third parties. The Bank should explain to
       the Customer the purposes for which one of these authorities is to be used.

12.5   If the Customer signs one of these authorities and the Customer’s Securities or Securities collateral are lent

                                                       - 53 -
       to or deposited with third parties, those third parties will have a lien or charge on the Customer’s Securities
       or Securities collateral. Although the Bank is responsible to the Customer for Securities or Securities
       collateral lent or deposited under the Customer’s authority, a default by it could result in the loss of the
       Customer’s Securities or Securities collateral.

12.6   A cash account not involving Securities borrowing and lending is available from the Bank. If the Customer
       does not require margin facilities or do not wish the Customer’s Securities or Securities collateral to be lent
       or pledged, do not sign the above authorities and shall ask to open this type of cash account.

13.    Unit Trusts and Mutual Funds

13.1   The Customer understands that the Customer’s investments in the unit trusts and mutual funds involve risk
       of loss to their principal. They are not bank deposits and are not endorsed or guaranteed by and do not
       constitute obligations of the Bank or any of its subsidiaries. The prices of investments in the unit trust and
       mutual funds can and do fluctuate, sometimes dramatically, and any individual investment in the unit trust
       and mutual funds may experience upward or downward movements, and may even become valueless. In
       certain circumstances, the Customer’s right to redeem or sell the Customer’s investments may be restricted.
       It is as likely that losses may be incurred rather than profit made as a result of buying and selling
       investments in the unit trust and mutual funds.

13.2   For guaranteed funds, the Customer understands and acknowledges that the Customer’s investment is
       guaranteed by the guarantor(s) as specified in the offering documents. The Customer understands that in
       order to have the Customer’s principal guaranteed, and/or protection as stated in the offering documents,
       the Customer needs to maintain the Customer’s investment throughout the period as mentioned in the
       offering documents. The Customer acknowledges that fund shares redeemed prior to maturity are subject
       to investment risk including possible loss of the principal invested.

14.    The Bank’s Liability

14.1   In accepting the Bank’s securities services hereunder, the Customer understands and agrees that except for
       willful default or gross negligence on its part:-

       14.1.1 The Bank assumes no duty to make or give advice or recommendations on any Securities;

       14.1.2 If the Bank makes any such suggestions, whether or not at the Customer’s request, the Bank
              assumes no responsibility whatsoever for any Securities or Transaction which may be made by the
              Customer following such suggestions;

       14.1.3 The Bank may hold positions in any Securities which may not be consistent with any advice given
              by the Bank to the Customer and which may result in losses on the Customer’s part and the Bank
              shall not be liable therefor; and

       14.1.4 Any risks associated with any losses suffered as a result of the Bank’s entering into any
              Transactions or establishing any Securities on the Customer’s behalf are for the Customer’s
              Account absolutely.

15.    Recommendations

15.1   The Customer acknowledges that this Risk Disclosure Statement does not purport to disclose all the risks
       associated with and other significant aspects of a Security. In particular, investors of a particular class or
       jurisdiction may be prohibited from purchasing some kinds of Securities. The Customer understands that
       the Customer should ask questions, undertake the Customer’s own research and study on the nature of the

                                                        - 54 -
       Securities and carefully read and fully understand the offering documents and the constitutive documents
       and the additional risk disclosure statement of each individual Security before the Customer decides to
       invest.

15.2   The Customer understands that the Customer should seek independent professional advice if the Customer
       is uncertain of or have not understood any aspect of this Risk Disclosure Statement or the nature and risks
       involved in making any Securities.

15.3   The Customer understands that the signing of this Risk Disclosure Statement is mandatory under the SFC
       Code. The Customer understands that the Bank will not be able to effect the Customer’s Instructions to
       deal in Securities if this statement is not signed and acknowledged by the Customer.

15.4   The Customer fully understands the contents of this Risk Disclosure Statement. The Customer
       understands that the Bank is required under the Exchange rules and the SFC Code to ensure that the
       Customer is provided with a copy of this Risk Disclosure Statement in a language, which the Customer
       understands, signs and dates, which also contains the declaration by a staff of the Bank.




                                                      - 55 -
                                                        Annexure 2

                       Chinatrust Commerical Bank, Ltd, Hong Kong Branch (the “Bank”)
          Notice to Customers relating to the Personal Data (Privacy) Ordinance (the "Ordinance")


(1) From time to time, it is necessary for customers to supply the Bank with data in connection with the opening or
    continuation of accounts and the establishment or continuation of banking facilities or provision of banking
    services and for the compliance with any laws or guidelines issued by regulatory authorities.
(2) Failure to supply such data may result in the Bank being unable to open or continue accounts or establish or
    continue banking facilities or provide banking services and to comply with any laws or guidelines issued by
    regulatory authorities.
(3) It is also the case that data are collected from customers in the ordinary course of the continuation of the
    banking relationship, for example, when customers write cheques or deposit money.
(4) The purposes for which data relating to a customer may be used are as follows:-
    (a)   the daily operation of the services and credit facilities provided to customers;
    (b)   conducting credit checks at the time of application for credit and at the time of regular or special reviews
          which will take place at the discretion of the Bank;
    (c)   creating and maintaining the Bank's credit scoring models;
    (d)   assisting other financial institutions to conduct credit checks and collect debts;
    (e)   ensuring ongoing credit worthiness of customers;
    (f)   designing financial services or related products for customers' use;
    (g)   marketing the following services and products (in respect of which the Bank may or may not be
          remunerated):
          (i)   financial, insurance, banking and related services and products;
          (ii) reward, loyalty or privileges programmes and related services and products; and
          (iii) services and products offered by the Bank’s co-branding partners (the names of such co-branding
                partners can be found in the application form(s) for the relevant services and products, as the case
                may be);
          and these services or products may be provided and/or marketed by:
          (i) the Bank and the Bank’s group companies (including but not limited to head office, subsidiaries and
                affiliated companies of the Bank);
          (ii) third party financial institutions, insurers, securities and investment services providers;
          (iii) third party reward, loyalty or privileges programme providers; and
          (iv) co-branding partners of the Bank and the Bank’s group companies (including but not limited to head
                office, subsidiaries and affiliated companies of the Bank);
    (h)   determining the amount of indebtedness owed to or by customers;
    (i)   collection of amounts outstanding from customers and those providing security for customers' obligations;
    (j)   meeting the requirements to make disclosure under the requirements of any law binding on the Bank or
          any of its branches or under and for the purposes of any guidelines issued by regulatory or other
          authorities with which the Bank or any of its branches are expected to comply;



                                                          - 56 -
    (k)   enabling an actual or proposed assignee of the Bank, or participant or sub-participant of the Bank's rights
          in respect of the customer to evaluate the transaction intended to be the subject of the assignment,
          participation or sub-participation;
    (l)   conducting matching procedures; and
    (m)   other purposes relating thereto.
(5) Data held by the Bank relating to a customer will be kept confidential but the Bank may provide such information
    to the following parties (whether within or outside Hong Kong Special Administrative Region) for the purposes
    set out in paragraph (4):-
    (a)   any agent, contractor or third party service provider who provides administrative, telecommunications,
          computer, payment or securities clearing or other services to the Bank in connection with the operation of
          its business;
    (b)   any other person under a duty of confidentiality to the Bank including a company which has undertaken to
          keep such information confidential;
    (c)   any group companies of the Bank (including but not limited to head office, subsidiaries and affiliated
          companies of the Bank);
    (d)   any financial institution, or bank with which the customer has or proposes to have dealings;
    (e)   the drawee bank providing a copy of a paid cheque (which may contain information about the payee) to
          the drawer;
    (f)   any person making payment into the customer’s account (by providing a copy of a deposit confirmation
          slip which may contain the name of the customer);
    (g)   credit reference agencies and, in the event of default, to debt collection agencies and legal advisers
          appointed by the Bank;
    (h)   any person to whom the Bank is under an obligation to make disclosure under the requirements of any
          law binding on the Bank or any of its branches or under and for the purposes of any guidelines issued by
          regulatory or other authorities with which the Bank or any of its branches are expected to comply;
    (i)   any actual or proposed assignee of the Bank or participant or sub-participant or transferee of the Bank's
          rights in respect of the customer; and
    (j)   (i)     third party financial institutions, insurers, securities and investment services providers;
          (ii) third party reward, loyalty and privileges programme providers;
          (iii) co-branding partners of the Bank and the Bank’s group companies (including but not limited to head
                office, subsidiaries and affiliated companies of the Bank)(the names of such co-branding partners can
                be found in the application form(s) for the relevant services and products, as the case may be); and
          (iv)external service providers (including but not limited to mailing houses, telecommunication companies,
                telemarketing and direct sales agents, call centres, data processing companies and information
                technology companies) that the Bank engages for the purposes set out in paragraph (4)(g).
                Such information may be transferred to a place outside Hong Kong Special Administrative Region.
(6) Under and in accordance with the terms of the Ordinance and the Code of Practice on Consumer Credit Data
    approved and issued under the Ordinance, any customer has the right:-
    (a)   to check whether the Bank holds data about him/her and of access to such data;
    (b)   to require the Bank to correct any data relating to him/her which is inaccurate;



                                                           - 57 -
     (c)      to ascertain the Bank's policies and practices in relation to data and to be informed of the kind of personal
              data held by the Bank;
     (d)      to be informed on request which items of data are routinely disclosed to credit reference agencies or debt
              collection agencies, and be provided with further information to enable the making of an access and
              correction request to the relevant credit reference agency or debt collection agency; and
     (e)      in relation to data which has been provided by the Bank to a credit reference agency, to instruct the Bank
              upon termination of an account by full repayment to make a request to the credit reference agency to
              delete such data from its database, as long as the instruction is given within five years of termination and
              at no time did the account have a default of payment lasting in excess of 60 days within 5 years
              immediately before account termination.               In the event the account has had a default of payment lasting
              in excess of 60 days the data may be retained by the credit reference agency until the expiry of five years
              from the date of final settlement of the amount in default or five years from the date of discharge from a
              bankruptcy as notified to the Bank, whichever is earlier.
(7) In accordance with the terms of the Ordinance, the Bank has the right to charge a reasonable fee for the
     processing of any data access request.
(8) The person to whom requests for access to data or correction of data or for information regarding policies and
     practices and kinds of data held are to be addressed as follows:
     The Data Protection Officer
     Chinatrust Commerical Bank, Ltd., Hong Kong Branch
         th
     28 Floor, Two IFC, 8 Finance Street, Central, Hong Kong
     Tel.: 2916 1888
     Fax: 2810 9742
(9) The Bank may have obtained a credit report on the customer from a credit reference agency in considering any
     application for credit. In the event the customer wishes to access the credit report, the Bank will advise the
     contact details of the relevant credit reference agency.
(10)Nothing in this Notice shall limit the rights of customers under the Ordinance.
Notes:
1.    This Notice shall upon a customer’s receipt, be deemed an integral part of all contracts, agreements, credit/banking facility letters, account
      mandates, and other binding arrangements which the customer has entered into or intends to enter into with the Bank.
2.    In case of discrepancies between the English and Chinese versions, the English version shall prevail.




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