Hang Seng e-Banking
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HANG SENG BANK LIMITED INTEGRATED ACCOUNT
TERMS AND CONDITIONS
 
PART V
TERMS AND CONDITIONS RELATING TO SECURITIES AND OTHER ASSETS
1. Custodian and Investment Services
1.01 The Bank may (but is not obliged to) provide all or any of the following services to the Customer in connection with the Assets:
(a) to hold or to arrange for the Assets to be held in safe custody (including, without limitation, to hold any Assets in any central depository) and to register securities or documents of title and other instruments relating to the Assets in such name(s) as it shall think fit and, where appropriate, in the name of the Customer or the Bank's nominee in compliance with all Applicable Regulations;
(b) to hold securities which are not fully paid subject to such conditions as the Bank may specify;
(c) to purchase or subscribe for any type of securities or other investments in accordance with Instructions subject to receipt or availability of the funds required for such purpose;
(d) to sell or otherwise dispose of securities or other investments and to deal with the proceeds and to enter into any agreement or instrument on behalf of the Customer in each case in accordance with Instructions;
(e) to deliver the documents of title and any other instruments relating to the Assets (which the Bank has agreed to deliver) to the Customer or to the order of the Customer in accordance with Instructions at the Customer's risk;
(f) to request, collect, receive and make payments or distributions attributable to the Assets arising from any call, subscription, offer, acquisition, ownership, exchange, conversion, redemption, disposal or other dealing and to take any action as regards any merger, consolidation, reorganization, receivership, bankruptcy or insolvency proceedings, compromise or arrangement;
(g) to provide non-discretionary investment management advice and services (available under certain Account Status only);
(h) to provide commentaries, financial information and data relating to any market or investments; and
(i) to provide such other services as the Bank and the Customer may from time to time agree.
1.02 The Bank shall be entitled (but not obliged), without prior notice to or consent from the Customer, to take such steps as it may consider necessary or expedient to enable it to provide the services referred to in Clause 1.01 of this Part and exercise its powers and rights in connection with the Assets including, without limitation, the following:
(a) to comply with any Applicable Regulations requiring the Bank to take or refrain from action (including without limitation requiring the Bank to provide identity details and/or other information relating to the Customer, the Assets, any Transaction and/or the Integrated Account);
(b) on behalf of the Customer, to withhold and/or to make payment of any taxes or duties payable on or in respect of the Assets;
(c) where the Assets are registered in the name of the Bank or any other person appointed by it (but not otherwise), to notify the Customer of information, notices and other communications received by the Bank in relation to the Assets (but shall be under no obligation to forward the same to the Customer in sufficient time for Instructions to be given to the Bank with regard to any matters referred to therein nor to investigate or participate or take any affirmative action except in accordance with specific Instructions from the Customer and upon such conditions, indemnity and provision for reasonable expenses as the Bank may require) and, in the absence of or delay in receiving specific Instructions from the Customer, to refrain from acting and any default option in respect of the relevant matter shall apply;
(d) to co-mingle the Assets with the property of other persons;
(e) to return to the Customer securities which may not have the same serial number or identification as those originally deposited with or received by the Bank;
(f) to subscribe, take up or otherwise dispose of such rights or new issues in relation to the Assets as the Bank may in its sole discretion think fit which shall be binding on the Customer unless the Bank has actually received prior Instructions to the contrary (except that the Bank shall have no discretion concerning any action relating to securities which may give rise to any obligation to disclose interest on the part of the Bank or its nominee in compliance with any law);
(g) to surrender any of the Assets against receipt of the moneys payable upon maturity or on redemption if called prior to maturity;
(h) to act on the opinion or advice of its legal advisers, accountants, brokers or other professional advisers but without liability for any acts or omissions on their part;
(i) not to accept securities or other assets for deposit or return to the Customer any of the Assets without giving any reason or prior notice;
(j) upon termination of the Services for whatever reasons, to return any securities to the Customer by registered post at the sole risk and expense of the Customer; and
(k) generally to do all acts and things which are necessary for or incidental to the provision of the Services.
1.03 All Instructions and Transactions involving options and collective investment schemes are subject to such product specifications, offering documents, constitutive documents, information memoranda, prospectuses and other documentation of the relevant option or collective investment schemes which shall be provided by the Bank upon request by the Customer.
1.04 Unless otherwise instructed by the Customer, all Instructions to purchase or sell securities received by the Bank on a trading day of the relevant stock exchange during normal trading hours shall be deemed to lapse, to the extent not by then performed, at the close of trading hours on that day.
1.05 The Customer acknowledges that due to market conditions, physical restraints on any exchange and rapid changes in the prices of securities and/or fluctuation in the exchange rates of currencies, Instructions relating to sale or purchase of securities at any specific time or price may not be able to be performed by the Bank. The Bank shall be under no obligation to notify the Customer immediately if any Instruction given by the Customer is not performed or is only partially performed, and the Customer should contact the Bank himself to enquire. The Bank shall not have any liability if any Instruction given by the Customer is not performed or is only partially performed due to market conditions or any other cause beyond its reasonable control.
1.06 The Bank shall be under no duty to investigate, participate in or take affirmative action concerning proxies received, attendance at meetings and voting except in accordance with Instructions. In the absence of such Instructions, the Bank shall not be precluded from acting in its discretion as regards such proxies, attendance and voting (except that the Bank shall have no discretion concerning any action relating to securities which may give rise to any obligation to disclose interest on the part of the Bank or its nominee in compliance with any law).
1.07 In providing the services referred to in Clause 1.01 of this Part, the Bank shall maintain records in compliance with all Applicable Regulations.
1.08 Without prejudice to the generality of Clause 1.02 of this Part, the Bank is entitled (but not obliged) to sell or otherwise dispose of all or any of the Assets without Instructions of the Customer on prevailing market conditions provided that such sale or disposal is required by any Applicable Regulations or is otherwise for the protection of the Customer and/or the Bank. The Bank shall credit the proceeds of such sale or disposal (after deducting reasonable expenses) to the Integrated Account. The Bank shall, where reasonably practicable to do so, notify the Customer before any such sale or disposal.
1.09 The Bank will, where applicable, deliver to the Customer a contract note in respect of every contract for the purchase, sale or exchange of securities effected on the Customer's behalf or any other receipt, advice or statement required by any Applicable Regulations in the manner and within the time limit prescribed by them. The Customer confirms that the Bank may issue contract notes, receipts, advices and statements in electronic form and agrees to receive them by electronic means.
1.10 The Bank will comply with any request of the Customer to provide the Customer with a copy of any specified contract note, receipt, advice or statement in accordance with Applicable Regulations. The Bank may impose such reasonable charges as it may from time to time determine for complying with the Customer's request.
1.11 The Customer shall, at the reasonable request of the Bank, execute such documents and perform such acts as the Bank may consider necessary or expedient for the purpose of providing the Services referred to in paragraph 1.01 of this Part and in connection with the exercise of its powers and rights in connection with the Assets.
1.12 The Customer warrants that the Assets are and shall be in the sole beneficial ownership of the Customer free from any encumbrances or adverse interests (except in favour of the Bank) and that the Customer acts as principal with respect to all of the Assets.
1.13 The Customer undertakes to give written notice to the Bank in advance if the Customer intends to change his address to an address outside Hong Kong, or intends to leave Hong Kong for a total period of 180 days or longer in any twelve-month period or, if the Customer has resided outside Hong Kong for a cumulative total of 180 days or longer in any twelve-month period.
2. Intermediary Service regarding Collective Investment Scheme
2.01 The Bank may, as its discretion, provide the following Services in connection with the handling of subscription applications, switching and redemption requests of the Customer relating to interests in collective investment schemes pursuant to Instructions:
(a) transmitting to the relevant Fund Manager or its authorized representatives the relevant application forms signed by the Customer, subscription proceeds and other requisite materials and documents;
(b) completing and signing application forms and other necessary documents for and on behalf of the Customer in accordance with Telephone Instructions or other Instructions, transmitting them to the relevant Fund Manager or its authorized representatives together with other requisite materials and documents and making requisite direct debits for any amount payable by the Customer to the Fund Manager pursuant to such Telephone Instructions or other Instructions from any one or more accounts of the Customer with the Bank in any currency; and
(c) rendering to the Customer other ancillary and incidental services.
2.02 The Bank has no authority to accept applications for subscription, switching or redemption of interests in collective investment schemes for and on behalf of any Fund Manager. Receipt of application forms and the requisite payment and other materials by the Bank shall not amount to acceptance of the applications by the relevant Fund Manager.
2.03 All Instructions and the resulting dealings, transactions and payment in relation to the subscription, switching and redemption of interests in collective investment schemes shall be subject to the Dealing Procedures. The Bank is entitled, without reference to the Customer, either to ignore any Instruction which fails to comply with the Dealing Procedures or to execute such Instruction with such modifications or changes as may be necessary to comply with the Dealing Procedures.
2.04 All written Instructions for the subscription, switching and redemption of interests in collective investment schemes must be given in prescribed forms and duly signed by the Customer.
2.05 The Customer shall provide the Bank with such information, materials and documents to enable the Bank to effect an Instruction. The Customer shall ensure that the information provided to the Bank and in application forms is complete and accurate in all respects. The Bank does not undertake to verify the completeness and accuracy of such information and accepts no liability for any loss or damage to the Customer arising as a result of any error or omission in completing any application form unless due to the negligence or wilful default of the Bank or its officers or employees and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom.
2.06 Any application to subscribe, switch or redeem interests in collective investment schemes will only be accepted by the Bank for handling if, in the case of subscription, the requisite payment is available and, in the case of switching or redemption, the requisite certificate evidencing the interest in the relevant collective investment scheme (if required) is received, in each case together with other necessary materials and documents and only if the application is received by the Bank prior to any cut-off time as the Bank may from time to time prescribe.
2.07 The Bank's liability in respect of any particular Transaction shall be absolutely discharged when the completed application form, duly signed by the Customer or (as the case may be) when the application form, completed and signed by the Bank in accordance with a Telephone Instruction or any other Instruction and other requisite materials and documents actually received by the Bank have been delivered to the relevant Fund Manager or its authorized representative. Thereafter, the Customer shall deal direct with the Fund Manager as regards processing of the application, issuance of interests in collective investment schemes applied for and other dealings (with the exception of switching and redemption requests) referable to the Customer's investment in the collective investment schemes in question. The Bank shall have no responsibility for ensuring that the application will be approved by the Fund Manager or that the Customer will be promptly informed by the Fund Manager of the rejection of the application.
2.08 The Customer agrees and confirms that the Bank shall be entitled to disclose to any Fund Manager, at such Fund Manager's request, personal information of the Customer (including, without limitation, the Customer's name, identification document number, address and specimen signature) to enable such Fund Manager to (i) comply with any Applicable Regulations requiring it to provide such personal information to any regulatory authority, government agency or exchange which exercises power or jurisdiction over it and (ii) continue to serve the Customer despite the termination for whatever reason of the Services contemplated in this Clause 2 or of the Integrated Account. The Bank does not assume any liability or responsibility to the Customer for such disclosure unless due to the negligence or wilful default of the Bank, its officers or employees and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom.
2.09 The Customer warrants and declares that:
(a) he is fully aware of the risks involved in investing in collective investment schemes and of the contents of the up-to-date versions of the explanatory memorandum, annual reports and accounts in respect of the relevant collective investment scheme prior to giving an Instruction; and
(b) in respect of all and any dealing, he shall be deemed to have entered into the same on his own judgement and at his sole risk.
3. Automated Services
3.01 The Customer may access the Automated Services by using a touchtone telephone.
3.02 The Bank may provide such Automated Services as the Bank may specify from time to time including, without limitation, enquiry of prices of securities traded on the SEHK and levels of various Hang Seng stock indexes, placing orders for purchasing and/or selling such securities ("Orders"), enquiry of the status of any Order and of the outstanding portfolio of the Securities Account.
3.03 Automated Services may be affected if trading on the SEHK ceases for whatever reason on a day which would otherwise be a Trading Day.
3.04 The Bank may prescribe such limits in connection with the use of the Automated Services as the Bank may from time to time consider appropriate. Such limits may include, without limitation, the maximum number of enquiries and/or Orders which may be made each day, the number of different securities which may be dealt with in each call, the minimum transaction amount of each Order, and the quantity of securities which may be the subject of each Order and the range of prices available.
3.05 Orders which are executed by the Bank on the Customer's behalf but remains unsettled will not be taken into account in determining the balance of the Securities Account.
3.06 All information on securities prices and Hang Seng stock indexes provided pursuant to the Automated Services are for the Customer's reference only and it is the Customer's responsibility to confirm such information at the time of any transaction.
3.07 Information on securities prices and Hang Seng stock indexes are provided by The Stock Exchange Information Services Limited, SEHK and/or other parties to the Bank. The Stock Exchange Information Services Limited, SEHK and such other parties endeavour to ensure the accuracy and reliability of the information provided but none of them nor the Bank guarantees its accuracy or accepts any liability (whether in tort or contract or otherwise) for any loss or damages arising from any inaccuracy or omissions.
3.08 Any Order placed by the Customer using the Automated Services shall be valid for the current Trading Day only. If any Order is not executed or is partly executed by the Bank on the current Trading Day, such Order or (as the case may be) the remainder of such Order shall automatically lapse.
3.09 The Bank may specify such further requirements (operational or otherwise) as may be reasonable in the circumstances in connection with the use of the Automated Services from time to time and will notify the Customer of those requirements by appropriate means.
4. Instant Order Confirmation Service
4.01 A Customer subscribing for the Instant Order Confirmation Service may request the Bank to arrange for messages to be displayed on his telecommunication equipment notifying him of information and details relating to securities transactions effected by him and relating to securities generally and such other information as the Bank may make available. The Bank will from time to time specify the scope of the Instant Order Confirmation Service and the types of telecommunication equipment normally acceptable for the purposes of providing the Instant Order Confirmation Service. The Bank reserves the right to modify, expand or reduce the scope of the Instant Order Confirmation Service from time to time in view of changing circumstances.
4.02 The Instant Order Confirmation Service is only available to a Customer who has appropriate telecommunication equipment which is provided or serviced by telecommunication companies designated by the Bank from time to time.
4.03 The Bank reserves the right to restrict the number of pieces of telecommunication equipment which may be registered by each Customer for receiving the Instant Order Confirmation Service from time to time.
4.04 The Bank may without notice to the Customer suspend the Instant Order Confirmation Service for any reason beyond its reasonable control including, without limitation, any breakdown, maintenance, modification, expansion and/or enhancement work initiated by the telecommunication company(ies) concerned in relation to their network. The Bank does not assume any liability or responsibility for any such suspension.
4.05 Without prejudice to the generality of the provisions of the Circular to Customers relating to the Personal Data (Privacy) Ordinance, the Customer expressly authorizes the Bank to disclose and transfer to the subsidiaries and agents of the Bank and the telecommunication companies concerned (whether within or outside Hong Kong) such personal data and other information relating to the Customer, his account and transactions and dealings in connection with his account which the Bank may consider appropriate for the purposes of providing the Instant Order Confirmation Service.
4.06 The Customer acknowledges that any information received by him via his telecommunication equipment pursuant to the Instant Order Confirmation Service is for information only, and shall not be taken as conclusive evidence of the matters to which it relates. Transaction advice and account statements will be supplied by the Bank in accordance with and subject to these Terms and Conditions.
4.07 The Customer shall notify the Bank, in such manner as the Bank may reasonably prescribe, of any change in the particulars registered with the Bank for the purposes of the Instant Order Confirmation Service including, without limitation, the contact details of his telecommunication equipment and the telecommunication company providing or servicing it, and shall notify the Bank upon its disconnection or suspension. The Bank does not assume any liability or responsibility for providing the Instant Order Confirmation Service according to the particulars registered with the Bank from time to time.
4.08 Neither the Bank nor any of the telecommunication companies designated by the Bank for the purposes of providing the Instant Order Confirmation Service assumes any liability or responsibility for any failure or delay in transmitting information to the Customer or for any error or inaccuracy in such information unless it results from any negligence or wilful default on the part of the Bank or such telecommunication company. In particular, neither the Bank nor any such telecommunication company shall assume any liability or responsibility for consequences arising from any cause beyond its reasonable control including, without limitation, failure of the Customer's telecommunication equipment to receive information for whatever reason, any telecommunication breakdown, mechanical failure, power failure, malfunction, breakdown, interruption or inadequacy of equipment or installation, Act of God (including, without limitation, flood and tsunami), government act, fire, civil commotion, strike, war, military action, unrest, political insurrection, riot, public demonstration or terrorist activity of any kind.
4.09 Apart from any fees and charges imposed by the Bank for providing the Instant Order Confirmation Service, the Customer shall bear any fees, charges and expenses which may be imposed by the telecommunication company providing or servicing his telecommunication equipment.
5. Telephone New Share Subscription Service
5.01 The Customer may give Telephone Instructions to the Bank from time to time instructing the Bank to make applications in the name of the Bank or of Hang Seng (Nominee) Limited or any other nominee of the Bank (the "Nominee") on the Customer's behalf for securities under any IPO.
5.02 The benefit of any undertaking, warranty, confirmation and indemnity given or to be given by the Customer in or pursuant to this Clause 5 shall be given to and held by the Bank for itself and on behalf of the Nominee.
5.03 The Customer shall read carefully and understand the terms and conditions set out in the offering document and the application form in relation to the relevant IPO and seek independent professional advice if necessary before giving any Telephone Instruction regarding that IPO. The Customer undertakes not to give any Telephone Instruction regarding any IPO unless the Customer accepts and can comply with the terms, conditions and restrictions applicable to that IPO as if the Customer were the applicant and can give all the warranties, undertakings, confirmations, declarations and agreement which the applicant is required to give including, without limitation, complying with any nationality, citizenship, residence or domicile restriction, any shareholding limitation restriction and any other restriction or requirement and giving any warranty, undertaking, confirmation, declaration and agreement specified in the offering document and/or the application form in relation to that IPO. The giving of any Telephone Instruction relating to any IPO by or on behalf of the Customer to the Bank shall constitute the Customer's confirmation that the Customer accepts and has satisfied the provisions in this Clause 5.03 in respect of the relevant application.
5.04 Upon receiving any Telephone Instruction relating to any IPO, the Bank shall be authorized by the Customer to do such acts and execute such documents which the Bank shall consider necessary and desirable for the purposes of making the application for the relevant IPO and any consequent allotment of the securities applied for.
5.05 The Customer warrants that the application the Customer instructs the Bank to make on the Customer's behalf in respect of any IPO shall be the only application which will be made by or on the Customer's behalf in respect of that IPO.
5.06 The Customer undertakes and agrees:
(a) that each Telephone Instruction relating to an IPO shall specify clearly the information and particulars which the Bank may require for the purposes of making the relevant application on the Customer's behalf;
(b) that the relevant application on the Customer's behalf may be made at any time during which application forms are accepted for the relevant IPO;
(c) to accept and confirm all transfers to the Customer of any quantity of securities which may be allotted to the Bank or the Nominee pursuant to applications made on the Customer's behalf pursuant to Telephone Instructions from time to time; and
(d) to ratify and confirm all acts and Transactions which the Bank and/or the Nominee may carry out or purport to carry out pursuant to any Telephone Instruction relating to any IPO.
5.07 The Customer irrevocably and unconditionally indemnifies the Bank, the Nominee, their respective officers and employees against all liabilities, claims, demands, losses, damages, costs, charges, expenses and penalties of any kind (including, without limitation, legal fees on a full indemnity basis and other expenses of reasonable amount and reasonably incurred) which may be incurred or suffered by any of them and all actions and proceedings which may be brought by or against any of them in connection with or as a result of their acting on any Telephone Instruction relating to any IPO, unless due to the negligence or wilful default of any of them and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom.
5.08 The Bank is expressly instructed and authorized to debit all moneys payable on all applications to be made from time to time pursuant to Telephone Instructions relating to any IPO and all fees and expenses in connection therewith from any account designated by the Customer for such purpose and/or any Sub-account under the Integrated Account. Telephone Instructions will not be acted on if there are insufficient funds in the aforesaid account. The Bank may, however, at its discretion act on any Telephone Instruction notwithstanding without seeking prior approval of or giving prior notice to the Customer and the Customer shall be liable for any Transaction effected by the Bank pursuant to such Telephone Instruction.
5.09 The Bank reserves the right:
(a) to limit the total number of applications to be made by the Bank or the Nominee on behalf of customers in connection with any IPO; and
(b) not to provide the Telephone IPO Subscription Service in connection with any IPO, and shall be entitled to refuse to accept any Telephone Instruction for either reason.
6. Share Trading Limit Service
6.01 Subject to these Terms and Conditions and the Prescribed Limit, the Customer may from time to time use the Share Trading Limit Service by giving Instructions to the Bank to purchase (but not to subscribe for) Eligible Securities.
6.02 Unless otherwise notified by the Bank, the Prescribed Limit of the Share Trading Limit Service can be used together with any Overdraft Facilities in respect of the same Instruction or Transaction but cannot be used together with the facility amount of any Share Margin Services.
6.03 The Outstanding Settlement Amount is payable in full by the Customer to the Bank in immediately available funds not later than the Relevant Time on the Settlement Date. The Customer authorizes the Bank to debit any Outstanding Settlement Account from any of his accounts with the Bank at any time after it becomes payable.
6.04 Without prejudice to the right of the Bank to prescribe from time to time fees and charges payable by the Customer in respect of the Share Trading Limit Service, no interest shall be payable by the Customer on any Outstanding Settlement Account as long as it is repaid in full in accordance with Clause 6.03 of this Part.
6.05 If the Customer does not repay in full any Outstanding Settlement Amount in accordance with Clause 6.03 of this Part, the Customer shall pay default fee and/or default interest on all or any of such Outstanding Settlement Amount which remains unpaid calculated from the date of the Transaction until the date of full repayment at such rate over the Bank's best lending rate as the Bank may specify at its sole discretion from time to time.
6.06 Without prejudice to any other rights or remedies of the Bank, whenever the Share Trading Limit Service is utilised by the Customer for purchase of Eligible Securities, the Bank shall have a first lien over the relevant Eligible Securities and other securities in the Securities Account. The Bank shall have power to sell all or any of such Eligible Securities or of such other securities in the Securities Account in such manner and at such price(s) as the Bank considers appropriate in light of the prevailing market conditions, and the Bank shall apply the proceeds of sale after deduction of reasonable expenses towards repayment of any Outstanding Settlement Amount and interest thereon. Any remaining proceeds shall be credited to any of the Customer's accounts with the Bank. The Bank shall not be liable for any loss arising out of such sale unless caused by the negligence or wilful default of the Bank, its officers or employees and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom.
6.07 The Bank reserves the right to suspend, cancel or terminate the Share Trading Limit Service at any time without notice and without incurring any liability to the Customer if:
(a) the Customer fails on any occasion to repay any Outstanding Settlement Amount;
(b) the Bank decides to withdraw or terminate the Share Trading Limit Service after its regular review of the Customer's financial condition or other circumstances affecting the Customer or his Integrated Account;
(c) the Bank considers that there is a high risk of loss to the Bank and/or the Customer in light of any unfavourable or adverse market condition prevailing at the relevant time; or
(d) there is any change of Applicable Regulations or market practice which prohibits or renders illegal or impracticable the provision of the Share Trading Limit Service by the Bank in the manner contemplated by this Clause 6.
6.08 If the Bank suspends, cancels or terminates the Share Trading Limit Service, the Customer shall deposit or maintain such immediately available funds in the designated settlement account with the Bank in an amount no less than the aggregate of all Outstanding Settlement Amounts in respect of all Instructions given pursuant to the Share Trading Limit Service but not yet executed or settled prior to its suspension, cancellation or termination. Without prejudice to the foregoing, the Bank reserves the right not to act on any unexecuted Instructions without giving notice and without incurring any liability to the Customer.
7. Limitations on Liability
7.01 The provision of the Services referred to in this Part does not constitute the Bank a trustee of the Customer or any of the Assets save and except the Assets registered in the name of a nominee of the Bank and in the capacity of a bare trustee only. The Bank shall have no other obligations in respect of the Assets except those contained in these Terms and Conditions.
7.02 The Bank is under no duty to examine or verify the validity of the ownership of or title to any securities and shall not be liable in respect of any defect in ownership or title.
7.03 In jurisdictions restricting foreign ownership of securities, the Bank shall have no duty to ascertain the nationality of the owner of the securities or that the securities deposited are approved for foreign ownership unless specifically instructed by the Customer.
7.04 The Bank does not guarantee gains or profitability to the Customer and shall not be liable for any loss of or diminution in the value of the Assets save and except direct and reasonably foreseeable loss and damage (if any) arising directly and solely from any negligence or wilful default of the Bank.
7.05 Commentaries, financial information and other data which may be provided by the Bank are for the Customer's information and reference only and are not intended as investment advice or for trading or other purposes. They may be supplied to the Bank by other persons or compiled by the Bank from information and materials supplied by other persons. The Bank does not warrant, represent or guarantee the sequence, accuracy, truth, reliability, adequacy, timeliness or completeness of any commentaries, financial information or data or whether it is fit for any purpose. Nor does the Bank assume any liability (whether in tort or contract or otherwise) for any reliance on any commentaries, information or data by the Customer or any other person.
7.06 Notwithstanding that the Customer may have informed the Bank of any investment objectives of the Customer, the Customer shall be solely responsible for:
(a) making the Customer's own independent investigation and appraisal of the securities and other investments with which the Customer intends to deal; and
(b) making the Customer's own independent decision in dealing with the Assets and other securities and investments.
7.07 The Customer requests and directs the Bank to accept and act on any and all Instructions of the Customer in connection with the Assets and other securities and investments on the above basis. The Customer shall be solely responsible for such Instructions which shall be deemed to be given on his own judgment and at his sole risk whether or not the Bank has given to the Customer any advice, recommendation, commentaries, financial information or other data.
8. Miscellaneous
8.01 The Bank is a bank licensed under the Banking Ordinance and is registered under the Securities and Futures Ordinance to conduct various types of regulated activities (CE Number: AAH297).
8.02 The Bank shall notify the Customer of any material change to the information specified in Clause 8.01 of this Part, or to the Services provided by the Bank under this Part, or to the fees, charges and other remuneration to be paid by the Customer to the Bank for such Services, or to the requirements relating to margin or short selling facilities (if any) granted by the Bank to the Customer (including, without limitation, margin calls and other margin requirements, interest charges and circumstances under which the Bank may close out the Customer's positions without the Customer's consent).
8.03 The Customer acknowledges and agrees that:
(a) where there is more than one Customer, the Customer's securities will have to be registered in the name of a nominee (whether appointed by the Bank or by the Customer) or in such other manner as may be prescribed by the share registrar of the relevant securities;
(b) the Bank's other customers may from time to time have a position in investments similar to the securities or other assets dealt with for the account of the Customer;
(c) the Bank may deal in the Assets for its own account or for the account of its other customers;
(d) the Bank may have banking or other financial relationships with any company or party which is the issuer of the securities or other investments dealt with for the account of the Customer;
(e) the Bank's officers, directors and/or employees may be officers, directors and/or employees of the company or party referred to in Clause 8.03(d) of this Part;
(f) the Bank is hereby irrevocably authorized to enter into any transaction for the account of the Customer with any other member of the Bank's group and/or any agent of the Bank, and the Bank may be interested in any such transaction and shall not be accountable to the Customer for any profit or benefit arising therefrom;
(g) the actual bid and offer prices of any Transaction will be determined at the time when such Transaction is effected. Any figures which may have been quoted by the Bank or its representatives at any time for the purpose of such Transaction are for indication and reference only;
(h) the Bank acts as the agent of the Customer in effecting Transactions on his behalf under this Part unless otherwise specified in the relevant contract note relating to a Transaction; and
(i) in executing Instructions of the Customer, the Bank and any other company in the Bank's group may effect transactions as principal with the Customer and may effect transactions in which the Bank or any other company in the Bank's group has, directly or indirectly, a material interest or a potential conflict with its duty to the Customer. The Bank shall ensure that such transactions are effected on terms which are not less favorable in substance to the Customer than if the Bank or any other company in the Bank's group had not traded as principal or if the material interest or potential conflict had not existed. The Bank and any other company in the Bank's group shall be entitled to retain for their benefit any profit, commission, remuneration and/or other benefit made or received from or by reason of such transactions and/or any connected transactions and shall not be liable to account for them to the Customer.
9. Notice of Withdrawal of Securities
The Customer may withdraw any or all of the securities deposited by the Customer with the Bank (other than any securities which are used to secure any of the Customer's liabilities and/or obligations in favour of the Bank) provided always that:
(a) where any such securities are in the course of being processed for transfer to and registration in the name of the Bank's nominee or of the nominee of any central depository, the Customer shall have no right to withdraw such securities until the same have been received by the Bank's nominee after due registration or the same have become available for withdrawal from the central depository;
(b) withdrawal of any class of securities shall be in multiples of its lowest denomination (whether in board lots or otherwise) and shall be effected at such location as may be prescribed by the Bank from time to time as notified to the Customer;
(c) the Customer is not indebted to the Bank unless the Bank has specifically agreed to such withdrawal;
(d) the securities to be withdrawn are not subject to any lien exercised by the Bank; and
(e) the Bank's obligation to re-deliver the scripts and/or documents upon withdrawal of the relevant securities shall be subject to the Bank's receipt of such scripts and/or documents from the relevant broker, custodian, depository or institution with whom the Bank has deposited the relevant securities.
10. Risk Disclosure Statements
RISK OF SECURITIES TRADING

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 securities.
RISK OF TRADING GROWTH ENTERPRISE MARKET STOCKS

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

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

Current information on GEM stocks may only be found on the internet website operated by The Stock Exchange of Hong Kong Limited. GEM Companies are usually not required to issue paid announcements in gazetted newspapers.

The Customer should seek independent professional advice if he is uncertain of or has not understood any aspect of this risk disclosure statement or the nature and risks involved in trading of GEM stocks.
RISK OF TRADING NASDAQ-AMEX SECURITIES AT THE STOCK EXCHANGE OF HONG KONG LIMITED

The securities under the Nasdaq-Amex Pilot Program (PP) are aimed at sophisticated investors. The Customer should consult the licensed or registered person and become familiarised with the PP before trading in the PP securities. The Customer should be aware that the PP securities are not regulated as a primary or secondary listing on the Main Board or the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited.
RISK OF INVESTMENT IN COLLECTIVE INVESTMENT SCHEMES

Investment in collective investment schemes involves risk and the Customer should read the relevant constitutive documents, information memoranda, prospectuses and other offering documentation for further details.
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, 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 or the extent of the risks of foreign securities may not be readily available at all times.
RISK OF PROVIDING AN AUTHORITY TO HOLD MAIL OR TO DIRECT MAIL TO THIRD PARTIES.

If the Customer provides the licensed or registered persons 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 his account and review them in detail to ensure that any anomalies or mistakes can be detected in a timely fashion.
RISK OF CLIENT ASSETS RECEIVED OR HELD OUTSIDE HONG KONG SPECIAL ADMINISTRATIVE REGION

Client assets received or held by the licensed or registered person outside Hong Kong Special Administrative Region are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong Special Administrative Region) and the rules made under it. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in Hong Kong Special Administrative Region.
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