PART 1 GENERAL TERMS AND CONDITIONS
The general terms and conditions set out below are not intended to be exhaustive and must be read together with the other provisions of the Master Agreement. In the case of inconsistency between the terms of this Part 1 and any other term or Part of the Master Agreement, such other term or Part shall prevail.
In this Master Agreement, except where the context otherwise requires:
"Access Codes" means the Login ID, the Login Password and/ or the PIN, or where the context requires, a combination of any of them.
"Authorized Person or Authorized Representative" means the person or persons from time to time authorized to give instructions in relation to and otherwise operate the Designated Account(s).
"Agreed Signing Arrangement" means the signing arrangement of Authorized Person(s)/Representative(s) (together with his/her/their specimen signature(s)) stipulated by you and accepted by the Bank for or in connection with the operation of your account(s) maintained with the Bank whether it be the Master Account or the Designated Account(s) or (as the case may be) the provision of any Service by the Bank, subject to such changes as may be agreed by the Bank from time to time
"Bank" means Shanghai Commercial Bank Limited, its successors and assigns.
"Business Day" means a day other than Sundays, Saturdays or public holidays on which the Bank is open for business in Hong Kong.
"CCASS" means the Central Clearing and Settlement System established and operated by HKSCC.
"CCASS Depository" means such person appointed by HKSCC to perform the depository and custodian services in CCASS.
"CCASS Nominee" means the nominee company of HKSCC or such other person appointed by HKSCC to perform the nominee service in CCASS.
"Clearing Houses" means HKSCC or any other clearing houses in or outside of Hong Kong.
"Counter Trading Service" means any facility provided by the Bank from time to time under this Master Agreement which enables you to give instructions relating to any Transaction over the counter at any branch of the Bank.
"Derivative Product" means an over-the-counter financial contract whose value is designed to track the return on or is derived from currencies, interest rates, securities, bonds, money market instruments, metals and other commodities, financial instruments, reference indices or any other benchmark and includes, without limitation, warrants, options, equity-linked notes or other convertible securities.
"Derivative Transaction" means any transaction in Derivative Products entered into by you through the Bank as agent pursuant to this Master Agreement.
"Designated Account(s)" means your account(s) maintained with the Bank whether in the nature of savings or checking account(s) as (i) specified in the Account Mandate signed by you, or (ii) any other account(s) from time to time specified by you and accepted by the Bank, and "Hong Kong Dollar Designated Account" shall mean the Designated Account in Hong Kong dollars and "Foreign Currency Designated Account" shall mean the Designated Account in foreign currency.
"Electronic Trading Service" means any facility provided or to be provided by the Bank from time to time under this Master Agreement which enables you to give instructions relating to any Transaction via electronic or telecommunications media (including through the use of interactive television, systems, computers, machines, terminals or any other electronic or telecommunications devices as the Bank may from time to time determine and prescribe for the giving of instructions), and including the Internet Stock Trading Service and the Mobile Phone Trading Service.
"Eligible Securities" means such securities which is from time to time designated and accepted by HKSCC for deposit, clearance and settlement in CCASS.
"Exchange" means the HKSE or any other stock exchanges or markets or over-the-counter markets.
"Facilities" means the Counter Trading Service, the Electronic Trading Service, the Phone-in Trading Service or any other means or facilities as may be provided by the Bank from time to time which enables you to give instructions relating to Transactions to the Bank.
"Fund" means any unit trust, investment fund or mutual fund or other collective investment scheme in respect of which the Bank may from time to time agree to provide services to you as your agent in accordance with the provisions of Part 5.
"Fund Representative", in respect of any Fund, means any manager, trustee, distributor, agent or representative of that Fund.
"HKMA" means the Hong Kong Monetary Authority.
"HKSCC" means the Hong Kong Securities Clearing Co. Ltd.
"HKSE" means The Stock Exchange of Hong Kong Limited.
"Hong Kong" means the Hong Kong Special Administrative Region of The People's Republic of China.
"Internet Stock Trading Service" means a service provided by the Bank which enables you to give instructions relating to any Transaction via the Internet.
"Login ID" means your personal identification used, in certain circumstances in conjunction with the Login Password, to gain access to the Electronic Trading Service.
"Login Password" means your personal password used, in certain circumstances in conjunction with the Login ID, to gain access to the Electronic Trading Service.
"Master Account" means your account maintained with the Bank and to be designated as such by you from time to time and accepted by the Bank
"Master Agreement" means the Securities Account Mandate, the Additional Mandate for Opening Securities Account (if applicable), the Terms and Conditions and the Circular to Customers relating to the Personal Data (Privacy) Ordinance, each as varied, amended or supplemented from time to time.
"Mobile Phone Trading Service" means a service provided or to be provided by the Bank in conjunction with mobile phone operators from time to time which enables you to give instructions relating to any Transaction via mobile phone.
"Parts" means the different parts into which the Terms and Conditions of the Master Agreement has been divided, including any additional parts that may from time to time be incorporated as part of the Terms and Conditions of the Master Agreement, in each case as varied, amended or supplemented from time to time.
"Person" includes any individual, company, firm, partnership, joint venture, association, organization or trust (in each case whether or not having a separate legal entity).
"Personal Identification Numbers" or "PIN" means your personal password(s), used to gain access to the Phone-in Trading Service.
"Phone-in Trading Service" means a service provided by the Bank which enables you to give instructions relating to any Transaction via telephone.
"Registered Securities" means Securities deposited by you with the Bank for safe custody and registered in the name of Shanghai Commercial Bank (Nominees) Ltd. or any other firm(s), company(ies) or institution(s) nominated by the Bank as the Bank's nominee.
"Risk Disclosure Statements" means the risk disclosure statements contained in Part 7.
"Securities" means any share, stocks, debentures, warrants, options, loan stocks, funds, unit trusts, bonds, notes, equity-linked notes or derivative instruments or products (whether the underlying asset is securities, indices or other property) of or issued by any body, whether incorporated or unincorporated, or any government authority, whether or not traded on the HKSE or any other Exchanges, and acceptable to the Bank, and shall include, where the context permits, the Derivative Products and any other products acceptable to the Bank.
"Securities Account" means the account or accounts maintained with the Bank for the Transactions in accordance with this Master Agreement.
"Services" means any or all of the services provided by the Bank pursuant to this Master Agreement and any other services agreed from time to time between you and the Bank.
"SFC" means the Hong Kong Securities and Futures Commission.
"Stock Broker" means any stock broker, underwriter, dealer or agent selected by the Bank for effecting or implementing any orders or instructions relating to the Transactions for you.
"Transactions" means any agreement to purchase, invest in, subscribe, sell, exchange or otherwise dispose of any kind of Securities and generally dealing in any and all kinds of Securities including but not limited to holding Securities in the name of the Bank's nominee and any Derivative Transactions.
"Units" means shares or units of any class in a Fund.
"UTMF Code" means the SFC's Code on Unit Trusts and Mutual Funds, as amended from time to time.
"Website" means the website operated by the Bank for provision of the Electronic Trading Service.
You understand that you shall be solely responsible for all instructions entered through the Facilities using the Access Codes (whether authorized by you or not and regardless of any other mandate instructions you may provide the Bank).Instructions provided by you electronically or telephonically shall be treated as if they have been made in writing and signed by you. All holders of a joint account are jointly and severally responsible to the Bank for any instructions given via the Electronic Trading Service or the Phone-in Trading Service, provided that the correct Access Codes are used. You shall be liable to the Bank for all losses and damages which the Bank may incur, suffer or sustain and all costs and expenses reasonably incurred or suffered by the Bank in connection with or resulting from any breach of the provisions in this Clause 5.4 as a direct or indirect consequence or any act or omission (whether intentional or otherwise) of you and/or your agents unless due to the negligence or wilful default of the Bank, the Bank's authorized officers, employees or agents.
If you notify the Bank verbally, such verbal instruction(s) has/have to be followed by written confirmation forthwith failing which , neither the Bank nor any of its authorized officers, employees, agents can or will have any responsibility or liability to you or to any other person whose claim may arise through you for any claims with respect to the handling, mishandling or loss of any instruction when any of the above events occur.
SET-OFF AND LIEN
In addition to any general lien or similar right to which the Bank as bankers may be entitled by law, the Bank may at any time, without prior notice to you:
PART 2 TERMS AND CONDITIONS FOR SECURITIES TRADING SERVICES
You further agree to ensure that, at the time you give your instructions for selling Securities, there shall be sufficient Securities in the Securities Account for settlement of the transaction. Short-selling is not allowed unless documents for securities borrowing or lending are presented by you for the Bank's examination and are satisfactory to the Bank.
PART 3 TERMS AND CONDITIONS FOR CUSTODY SERVICES
The delivery by the Bank of the Securities concerned to such person holding such delivery instructions shall absolutely discharge the Bank from all liabilities therefor Provided Always That notwithstanding the above, (a) you may instruct the Bank to sell the Securities concerned subject to the terms of this Master Agreement without producing any delivery instructions; and (b) the Bank reserves the right to request you to be personally present for withdrawal.
The Bank shall not be obliged to inform you at any time of the receipt of any Correspondence nor to examine, verify, act or comment on or inform you of the contents thereof.
Other than as may be specified in such written instructions, the Bank shall not be obliged to inquire into the authority or identity of any person collecting the Correspondence on your behalf. You shall be deemed to have collected the Correspondence at the same time when your authorized person(s) collects the same from the Bank on your behalf.
PART 4 TERMS AND CONDITIONS FOR NON-DISCRETIONARY INVESTMENT ADVISORY SERVICES
PART 7 RISK DISCLOSURE STATEMENTS
By requesting the Bank to provide the Services to you, you acknowledge and agree that you have read, fully understand and agree to the following risk disclosure statements.