China Connect Terms of Business Jefferies Hong Kong Limited Licensed by the SFC (CE No.: ATS546) Participant of the SEHK (ID No.: 01914) and Direct Clearing Participant of the HKSCC (ID No.: B01914) CONTENTS CLAUSE PAGE 1. Purpose and basis of these Terms .............................................................................. 1 2. Definitions and Construction ........................................................................................ 1 3. Eligible Investors.......................................................................................................... 1 4. Compliance with China Connect Laws and China Connect Rules .............................. 2 5. Risk Disclosures and Acknowledgement .................................................................... 3 6. Representations........................................................................................................... 5 7. Order handling ............................................................................................................. 6 8. Compliance with Pre-Trade Checking Requirements ................................................. 6 9. Settlement and Currency Conversion.......................................................................... 7 10. Sale, Transfer and Disgorgement................................................................................ 8 11. Buy and Sell Orders .................................................................................................... 9 12. Covered Short Selling ................................................................................................ 11 13. Client Information....................................................................................................... 14 14. Indemnity ................................................................................................................... 14 15. Fees and Taxation ..................................................................................................... 15 16. Termination ................................................................................................................ 15 17. Miscellaneous ............................................................................................................ 16 Appendix 1 Definitions ............................................................................................................ 17 Appendix 2 Risk Disclosures and Other Information .............................................................. 24 -i- 1. PURPOSE AND BASIS OF THESE TERMS 1.1 These China Connect Terms of Business, together with the Appendices (together referred to as the “Terms”) will apply in respect of the China Connect Trading Services which we may provide to you from time to time. 1.2 The China Connect Trading Services are provided to you by JHKL (in its capacity as introducing broker, executing broker and agent for the Account Carrying Entity) and the Account Carrying Entity (in its capacity as the account carrying entity). Accordingly, these Terms are entered into between JHKL, the Account Carrying Entity and you. Notwithstanding this, certain Clauses are specifically between you and JHKL. 1.3 By informing us that you wish to trade China Connect Securities or by giving us instructions to trade China Connect Securities via China Connect, you agree to be bound by these Terms and acknowledge that you have read and understand the Risk Disclosures and Other Information set out in Appendix 2. 1.4 Where applicable these Terms are supplemental to, and are without prejudice to, the Existing Terms between JHKL, the Account Carrying Entity and you. In the event of any inconsistency between these Terms and the Existing Terms, the provisions of these Terms shall prevail. 1.5 These Terms supersede any previous agreement between us relating to the subject matter of these Terms and any previous version(s) of these Terms. 2. DEFINITIONS AND CONSTRUCTION 2.1 For the purposes of these Terms, the definitions are set out at Appendix 1. 2.2 References to Clauses are to the clauses of these Terms. Headings are included for convenience only and shall not affect the interpretation of these Terms. 2.3 Any reference in any documentation between you and us to an earlier version of these Terms shall, from the date of these Terms taking effect, be read as a reference to these Terms or the relevant or corresponding part thereof. 2.4 References in these Terms to statutes and any other laws, rules or regulations shall be to such statutes, laws, rules or regulations as modified, amended, restated or replaced from time to time. 3. ELIGIBLE INVESTORS 3.1 You represent and undertake on a continuing basis, including without limitation on the first date that these Terms are effective and on each date that you place an order or give an instruction in respect of China Connect Securities under these Terms, that: 3.1.1 (i) you are not a Mainland China Resident or an entity incorporated or registered under the laws of Mainland China; (ii) if you are a Mainland China Resident, you are using funds lawfully owned by you and located outside Mainland China to enter into transactions under these Terms; or (iii) if you are an entity incorporated or registered under the laws of Mainland China, your investment in China Connect Securities has been conducted pursuant to a program (including the Qualified Domestic Institutional Investor Program, if applicable) approved by, or any other approval of, any competent Mainland China regulator; and 3.1.2 your entry into any transaction under these Terms does not violate the laws and regulations of Mainland China, including those in relation to foreign exchange control and reporting. 4. COMPLIANCE WITH CHINA CONNECT LAWS AND CHINA CONNECT RULES 4.1 Any trading in China Connect Securities will be subject to all China Connect Laws and China Connect Rules, some of which are referred to in Appendix 2. 4.2 These Terms highlight certain key features of China Connect as of the date hereof. We are not liable for any inaccuracies or misstatements in the information set out in Appendix 2. These Terms do not purport to cover all China Connect Laws and China Connect Rules. You shall be fully responsible for understanding and complying with all China Connect Laws and China Connect Rules and for any consequences of Northbound trading. We will not, and do not intend to, advise you on any China Connect Laws or China Connect Rules. For further information, you should refer to the HKEx website and the SFC website relating to China Connect from time to time and other relevant sources. 4.3 We shall have the right to apply any procedures or requirements in respect of any trading of China Connect Securities through China Connect which we determine in our absolute discretion to be necessary or desirable for the purpose of any China Connect Laws, China Connect Rules or market practice. Neither we nor any Related Person shall have any liability for any losses or risks which may result directly or indirectly from such procedures or requirements. 4.4 We may, in our sole and absolute discretion, refuse to execute any instruction given by you, if (for example, and without limitation): 4.4.1 such instruction is not compliant with any China Connect Laws or China Connect Rules or if we reasonably believe that such instruction may not be compliant with any China Connect Laws or China Connect Rules or if JHKL is required by the SEHK not to accept such instruction; 4.4.2 without prejudice to your obligations in Clause 8, in respect of any instruction to make a Northbound sell order, we determine in our sole and absolute discretion that you do not have sufficient securities at the time of such instruction to settle the delivery obligation or if submission of the order would cause us to be in breach of the Pre- Trade Checking requirements or related requirements under the China Connect Laws or China Connect Rules ; or August 2021 2 4.4.3 in respect of any instruction to make a Northbound buy order, we determine in our sole and absolute discretion that you do not have sufficient funds to settle the payment obligation in respect of such order on the settlement day. Neither we nor any Related Person shall have any liability for any losses or risks which may result directly or indirectly from such refusal. 4.5 Without limitation to the foregoing, we may in our sole and absolute discretion suspend, terminate or limit your ability to access China Connect through us without advance notice to you, including but not limited to where requested or directed by a China Connect Authority. 4.6 In the event that SEHK, the relevant SEHK Subsidiary or HKSCC is notified by SSE, SZSE, ChinaClear, or any other relevant exchange, clearing house or governmental or regulatory body that there is reasonable cause to believe that you have failed to comply with or have breached any China Connect Laws or China Connect Rules, you shall, upon our request provide such information (including translations into Chinese if requested by us) as we may reasonably request to enable us to assist the relevant exchange, clearing house or governmental or regulatory body including without limitation, SSE, SZSE, ChinaClear or any PRC governmental or regulatory authority or authorities to assess whether there is any non-compliance or breach of the China Connect Laws or China Connect Rules and/or the extent of any non- compliance or breach. 5. RISK DISCLOSURES AND ACKNOWLEDGEMENT 5.1 By instructing us in respect of any transaction relating to
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