APPENDIX FOR OVERSEAS SECURITIES TRADING

APPENDIX FOR OVERSEAS SECURITIES TRADING

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Version: October 2018 (Institutional Clients)


This Appendix applies in respect of securities trading services in Overseas Securities provided by

ICBCIS to the Client, in addition to the General Terms and Conditions, the Appendix for Securities

Trading, and the Appendix for Margin Accounts.

In the event that there is any inconsistency between this Appendix and the General Terms and

Conditions, the Appendix for Securities Trading, and/or the Appendix for Margin Accounts, the

provisions in this Appendix shall prevail in respect of trading in Overseas Securities.

Unless otherwise defined in this Appendix, terms defined in the "Definitions and Interpretation"

section of the Standard Terms and Conditions shall have the same meaning when used in this

Appendix.

Reference to "Appendix" shall include the Annexures.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Appendix, the following terms shall have the following meanings:

"Account(s)" as referred to in this Appendix refers to any or more of the Securities Account,

Margin Account and such other accounts that the Client maintains with ICBCIS from time to

time, in respect of securities trading services in Overseas Securities provided by ICBCIS to the

Client.

"Applicable Laws" mean all relevant or applicable laws, rules, regulations, by-laws,

constitution, orders, directives, notices, circulars, codes, customs, contractual terms prescribed

by any Clearance Systems and/or Exchanges and usages (whether of government bodies,

authorities, Exchange, market, regulators, self regulatory bodies, Clearance System, whether

or not having the force of law, and whether in or outside Hong Kong), as may be promulgated

from time to time.

"Clearance System" means any Clearing House, settlement system, payments system, or

depository (including any dematerialized book entry system or entity that acts as a system for

the central handling of Overseas Securities in the country where it is incorporated or organized

or that acts as a transnational system for the central handling of Overseas Securities), whether

or not acting in that capacity, or other financial market utility or organized trading facility used

in connection with Transactions and any nominee of the foregoing.

"Extension of Credit" includes but is not limited to any daylight and overnight overdraft or

similar advances, any reimbursement demands as provided herein, and uncommitted overdraft

lines or similar uncommitted lines provided by ICBCIS to the Client in connection with the

Instructions or Transactions in respect of Overseas Securities or services hereunder.

"Required Amount" is as defined in Clause 2.9 below.

"Taxes" means all taxes, levies, imposts, charges, assessments, deductions, withholdings and

related liabilities, including additions to tax, penalties and interest imposed on or in respect of

(i) Overseas Securities or cash in the Account (including all payments made by ICBCIS to the

Client in connection with any such Overseas Securities or cash), (ii) the Transactions effected

under this Appendix (including stamp duties or financial transaction tax), or (iii) the Client;

and "Tax" means any of them.

2. INSTRUCTIONS AND TRANSACTIONS


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2.1 ICBCIS is authorized but not obliged to act on an Instruction given or purported to be given by

the Client. Instructions may only be given by the Client in such manner or form and during

such time(s) as notified by ICBCIS to the Client, and which ICBCIS may at any time amend,

vary or restrict from time to time. The Client shall comply with the security procedures

required by ICBCIS from time to time, to establish the origination of the communication and

the authority of the person sending any communication.

2.2 The Client agrees that the Client and the persons who make investment decisions on behalf of

the Client are responsible for investment decisions in the Client's account, including whether

to buy, hold, or sell any particular Overseas Security. The Client shall be obliged to monitor

and stay informed about the Client's Overseas Securities holdings and respond to change as the

Client deems appropriate.

2.3 The Client undertakes to provide ICBCIS timely and accurate information relating to any

restrictions on the sale or transfer of any Overseas Securities held in the Account. In respect

of any Instructions to sell or transfer Overseas Securities, the Client shall upon request provide

ICBCIS with any necessary documents to the satisfaction of ICBCIS to satisfy any and all

legal transfer requirements under the Applicable Laws. The Client shall be responsible for and

shall reimburse ICBCIS for all costs associated with such transfers including those associated

with any delays, expenses, losses and damages incurred by ICBCIS that are associated with

compliance or failure to comply with any of the relevant requirements concerning such sale or

transfer.

2.4 Where ICBCIS requires information and documents from the Client within a specified

timeframe and the Client fails to respond within such timeframe, the Client acknowledges that

it may result in ICBCIS being unable to act on an Instruction.

2.5 Unless the Client specifies otherwise, any Instruction for the sale or purchase of Overseas

Securities is good for the day in the market where the Instruction is to be executed, and if the

date of such Instruction is a public holiday in the relevant market, the Client agrees such

Instruction may be executed in the relevant market on the first working day thereafter. Any

Instruction for the sale or purchase of Overseas Securities for execution on the date of

Instruction must be received by ICBCIS before the relevant cut-off time as notified by ICBCIS

to the Client from time to time.

2.6 If for any reason any Instruction has not been executed (or any unexecuted part of any such

Instruction in the case of a partially executed Instruction), it shall be deemed to lapse at the

expiry of the trading date specified in the Instruction, or if no such date is specified, the later

of the date of the Instruction or the first working day thereafter in the market where the

Instruction is to be executed if it is a public holiday in that market on the date of Instruction.

Any other Instructions shall be effective until cancelled by the Client and accepted by ICBCIS.

2.7 Notwithstanding any contrary provisions in the Agreement, ICBCIS shall have the right,

exercisable at its sole and absolute discretion to immediately close out any transaction

executed in error for any reason ("error transactions"). The Client hereby agrees that to the

maximum extent permitted under applicable law and not inconsistent with the applicable

obligations of ICBCIS under the Code in respect of the services in Securities under the

Agreement, ICBCIS shall not be responsible for any losses, costs and expenses (if any) that

arise from any error transactions which shall be borne by the Client absolutely, and that

ICBCIS shall not be required to account to the Client, and shall be entitled to retain any profits,

gains and income (if any) made in connection with such error transactions.


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2.8 Unless otherwise agreed by ICBCIS and subject to such terms as prescribed by ICBCIS, the

Client shall not place any Instruction to short sell Overseas Securities (i.e., Overseas Securities

that the Client does not own).

2.9 Without prejudice to any provisions herein, in respect of each Instruction, the Client shall on

demand place into the Account cleared funds in the amount and currency as ICBCIS so

requires and Overseas Securities in the amount and form as ICBCIS so requires, to enable

ICBCIS to discharge any liability incurred or to be incurred in connection with any Instruction

or Transaction effected or to be effected for the Client (including but not limited to tax, duty,

other fees, costs and expenses in connection therewith) (the "Required Amount"). The Client

agrees that:

(a) the Client shall not, until completion of the Transaction, be entitled to withdraw or in

any way deal with all or any part of the Required Amount in the Account;

(b) ICBCIS shall be entitled to debit the Account (or if sufficient funds are not available

in the Account, any other Account of the Client with ICBCIS) with the Required

Amount on or (at the sole discretion of ICBCIS) at any time before completion of the

Transaction; and

(c) ICBCIS shall be entitled to set-off over an amount equivalent to the Required Amount

(in any currency) available in the Account (in the form of credit balance and/or credit

facility) against all actual or contingent liabilities incurred by ICBCIS as a

consequence of the said Instruction and Transaction, including any liability to pay the

purchase price and all related interests, fees, costs and expenses; to deliver the

Overseas Securities; and/or to meet such other obligations to satisfy settlement or

margin requirements in relation thereto.

2.10 Subject to Clause 2.11 below, ICBCIS shall have the right (but not the obligation) to decline

an Instruction unless:

(a) there are sufficient Overseas Securities and sufficient immediately available monies in

the required currency credited to the Account of the Client as necessary to meet the

Required Amount in full on a timely basis or at such time(s) as notified by ICBCIS

from time to time; or

(b) there are sufficient available Extension of Credit facilities to meet the Required

Amount in full on a timely basis or at such time(s) as notified by ICBCIS from time to

time, and provided that ICBCIS is satisfied that all terms and conditions relating to

such facilities have or will have been met in full.

2.11 Notwithstanding any of the aforesaid, ICBCIS may at its discretion act on an Instruction

despite that there are insufficient Overseas Securities or funds in the required currency in the

Account or there is lack of prearranged Extension of Credit facilities. The Client shall be

responsible to repay any outstanding amount, debit or overdraft to the relevant Account

(including any interest charged by ICBCIS) in connection thereto subject to the terms of the

Agreement.

3. FOREIGN CURRENCY EXCHANGE; EXTENSION OF CREDIT AND

REIMBURSEMENT

3.1 If there are insufficient funds in the Account in the currency in which the Transaction is to be

settled by such time as ICBCIS requires, ICBCIS is authorized but not obliged to effect such

currency exchange converting cash held in the Account into the required currency (at such


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exchange rate as ICBCIS shall determine at the relevant time) to satisfy the Required Amount.

ICBCIS will accordingly debit the Client's Account to process foreign exchange and credit the

Client's Account with the required currency.

3.2 Without prejudice to the foregoing, if ICBCIS receives Instructions that would result in the

delivery of Overseas Securities or payment of monies in a required currency exceeding the

amount of Overseas Securities or monies in the relevant currency in the Account of the Client,

ICBCIS may at its discretion:

(a) effect any cash payment or other funds transfer and/or create or increase an Extension

of Credit to the Client including any overdraft;

(b) make partial deliveries or payments consistent with market practice; or

(c) suspend or delay in acting on any Instruction until there are sufficient required

Overseas Securities or cash in the required currency in the Account.

3.3 The Client agrees and acknowledges that any Extension of Credit to the Client hereunder will

be uncommitted and at the sole discretion of ICBCIS, and the Client agrees that it shall repay

any Extension of Credit upon demand by ICBCIS. The Client agrees that ICBCIS may elect at

any time to make any debit balance or other obligation of the Client's Account immediately

due and payable. ICBCIS may report any past due amounts to a consumer and/or securities

credit reporting agency and may take measures necessary (including but not limited to

engaging debt collection agents) to collect past due amounts. ICBCIS will charge interest on

any Extension of Credit at a rate as notified to the Client from time to time. ICBCIS may at

any time cancel or refuse any Extension of Credit. No prior action or course of dealings by

ICBCIS with respect to any Extension of Credit to effect any settlement of any Transaction or

Instruction will obligate ICBCIS to provide any other Extension of Credit with regards to any

subsequent settlement of any Transaction or Instruction.

3.4 ICBCIS may at its discretion decide the currency in which the Extension of Credit is granted

("Credit Currency") (which may or may not be the same as the currency in which the

Transaction is to be settled ("Settlement Currency")) and the currency in which the

repayment shall be made to ICBCIS ("Repayment Currency"). If ICBCIS decides to provide

the Extension of Credit in a Credit Currency other than the Settlement Currency, ICBCIS will

determine the amount of Extension of Credit in the Credit Currency (at such exchange rate for

converting the Credit Currency into the Settlement Currency as ICBCIS shall determine at the

relevant time). When the Extension of Credit is due and if there are insufficient funds in the

Account in the Repayment Currency, ICBCIS is authorized but not obliged to effect such

currency exchange converting cash held in the Account into the required Repayment Currency

(at such exchange rate as ICBCIS shall determine at the relevant time) to settle repayment to

ICBCIS. ICBCIS will accordingly debit the Client's Account to process foreign exchange and

credit the Client's Account with the required currency.

3.5 (Applicable to Margin Accounts) The Client shall on demand by ICBCIS make payments of

deposits or Margin in cash or Overseas Securities acceptable to ICBCIS, as the case may be, or

otherwise in amounts, forms and currencies as agreed with ICBCIS from time to time, or

which may be required by the rules of any Exchange or relevant market, or for other reasons

including but not limited to fluctuations in prices of Overseas Securities and/or currency

exchange rates for any currency.

3.6 The Client shall on demand by ICBCIS reimburse ICBCIS in respect of any irrevocable

commitment incurred in carrying out Instructions to clear and/or settle Transactions for the

Client hereunder (including failure costs payable by ICBCIS if the Client were to fail to

deliver any required currency or Overseas Securities). Irrevocable commitments are incurred


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on the date ICBCIS or its Agent(s) become irrevocably obligated to a Clearance System or

other person for the delivery of Overseas Securities or payment of cash even if the Account

has insufficient Overseas Securities or cash in the required currency on the applicable

settlement date. The Client agrees that its reimbursement obligation arises when the

irrevocable commitment is incurred by ICBCIS or its Agent(s) despite the actual settlement or

maturity date. The Client agrees that after ICBCIS has made a demand for reimbursement by

the Client, ICBCIS may debit the Client for the amount ICBCIS or its Agent(s) will be

obligated to pay with regards to the irrevocable commitment, whether or not that debit creates

or increases any overdraft by the Client.

3.7 The Client agrees that it assumes the risks associated with holding or effecting Transactions in

cash denominated in any currency including any events or laws that delay or adversely affect

transferability, convertibility or availability of any currency, appropriation of seizure, any

devaluation or redenomination of any currency, or fluctuations or changes in foreign exchange

rates.

3.8 ICBCIS may net or set-off Transactions when effecting currency exchange transactions

hereunder. ICBCIS and/or its Agent(s) may be compensated in part from the spread taken on

currency exchange and ICBCIS and/or its Agent(s) or Affiliates may act as principal in any

currency exchange. Unless otherwise provided in the Applicable Laws, neither ICBCIS nor its

Agent(s) or Affiliates assumes any fiduciary or other duty by virtue of effecting a currency

exchange transaction, nor are they acting as trustee.

3.9 The Client agrees and acknowledges that ICBCIS may not be able to process any foreign

currency exchange on a non-banking day in Hong Kong and/or the relevant jurisdiction(s) or

due to any unforeseen circumstances. The Client agrees and acknowledges that ICBCIS shall

not be responsible for any losses, expenses or costs incurred as a result.

4. SECURITIES AND CASH IN THE ACCOUNT

4.1 The Client expressly authorizes ICBCIS to establish and maintain one or more custody

account(s) (omnibus account in its name or otherwise) with any custodian, depository or Agent

as ICBCIS may appoint to receive, hold and maintain any Overseas Securities, related assets

and proceeds of the Transactions. The Client hereby expressly authorizes ICBCIS to deposit

any Overseas Securities, related assets and proceeds of Transactions with any custodian,

depository or Agent appointed by ICBCIS in a collective custody account or otherwise in

ICBCIS's name but for the account and at the risk of the Client. Unless otherwise agreed by

ICBCIS and the Client, any such Overseas Securities and assets shall be held in the relevant

overseas jurisdiction and any transfer or delivery of such Overseas Securities and assets from

one jurisdiction to another shall be at the expense and risk of the Client.

4.2 The Client acknowledges that in certain markets, the rules of the Clearance System may

require an account to be opened at a Clearance System in the name of ICBCIS or the Client.

The Client also acknowledges that the Overseas Securities may be held in the name of a

custodian, a nominee of the custodian or its sub-custodian or a nominee of the Clearance

System as may be required by that Clearance System.

4.3 The Client authorizes ICBCIS to make or accept payment for or delivery of Overseas

Securities at such time and in such form and manner as is in accordance with the Applicable

Laws of the relevant jurisdiction and/or with the practice and customs prevailing in the

relevant market. The Client acknowledges that proceeds (including cash and Overseas

Securities) from Transactions are processed in accordance with the trading hours and practice

of the relevant market and may not be accessed or withdrawn from the Account by the Client

until the same are received by ICBCIS.


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4.4 ICBCIS may, but is not obligated to, credit cash to the Account before a corresponding and

final receipt in cleared funds. The Client acknowledges that ICBCIS may at any time before

final receipt, or if a Clearance System at any time reverses an applicable credit (or an Agent of

ICBCIS makes a corresponding credit to ICBCIS), reverse all or any part of a credit of cash in

the Account to the Client and make an appropriate entry to its records including restatement of

the Account and reversing any interest paid.

4.5 ICBCIS will credit Overseas Securities to the Account upon receipt of the Overseas Securities

by final settlement determined in accordance with the practices of the relevant market. Final

settlement depends on the market confirmation of settlement to ICBCIS and may include real

time movement with finality or real time movement without finality, or confirmation of

settlement but movement of securities at end of the day. If any Clearance System reverses any

credit of Overseas Securities (or ICBCIS or its Agent(s) are otherwise obligated to return

Overseas Securities as a result of a settlement reversed in accordance with market

requirements) or an Agent of ICBCIS makes a corresponding credit to ICBCIS, the Client

acknowledges that ICBCIS may reverse all or any part of a credit of the Overseas Securities to

the Account and make an appropriate entry to its records including restatement of the Account.

In the event of any reversal of Overseas Securities, ICBCIS may reverse any credit of cash

provided to the Client in regard to the Overseas Securities such as distributions or the proceeds

of any Transaction.

4.6 Where there is a reversal of Overseas Securities or cash in the Account, ICBCIS is not

required to specifically notify the Client. If there is insufficient cash in the required currency

or Overseas Securities to satisfy the reversal, the Client shall, as applicable, promptly repay in

the applicable currency the amount required to satisfy the deficit in the Account and/or place

any Overseas Securities to the Account.

4.7 Any Client's assets received or held outside Hong Kong shall be subject to the Applicable

Laws of the relevant overseas jurisdiction which may be different from Hong Kong law,

including the SFO and the rules made thereunder. The Client understands that such assets may

not enjoy the same protection as that conferred on client assets received or held in Hong Kong.

4.8 Notwithstanding any provisions to the contrary in the Standard Terms and Conditions, the

Client hereby expressly authorizes ICBCIS and/or its Agents to, subject to Applicable Laws:

(a) deposit, transfer, lend, pledge, repledge or otherwise deal with any of the Overseas

Securities held in the Account for the purpose of settling any liability owed by or on

behalf of the Client to ICBCIS, an Associated Entity or a third person;

(b) apply any of the Overseas Securities held in the Account pursuant to a securities

borrowing and lending agreement;

(c) deposit any of the Overseas Securities held in the Account with another financial

institution or intermediary for financial accommodation provided to ICBCIS or its

Agents ;

(d) deposit any of the Overseas Securities held in the Account with another financial

institution or intermediary as collateral for the discharge and satisfaction of settlement

obligations and liabilities of ICBCIS or its Agents; and

(e) apply any of the Overseas Securities held in the Account pursuant to the terms of

business or agreement with any executing or settlement broker(s), custodian(s), and/or

Agent(s) used by ICBCIS.

4.9 Absent a contrary Instruction, the Client agrees that ICBCIS and/or its Agent(s) will be

authorized to carry out non-discretionary matters in connection with any Instruction or


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services provided hereunder. Without limiting the authority of ICBCIS and/or its Agent(s)

with regard to non-discretionary matters, the Client authorizes ICBCIS and/or its Agent(s) to

carry out the following:

(a) in the Client's name or on its behalf, sign any documents relating to the Overseas

Securities or cash which may be required (i) pursuant to an Instruction to obtain any

Overseas Securities or cash; or (ii) by any Tax or other regulatory authority or market

practice;

(b) receive and/or credit income, payments and distributions in respect of the Overseas

Securities;

(c) exchange interim or temporary receipts for definitive certificates, and old or

overstamped certificates for new certificates;

(d) deposit Overseas Securities with any Clearance System as required by Applicable

Laws;

(e) make any payment by debiting any balance credited to the Client as required to effect

any Instructions, payment of Taxes or other payment provided herein;

(f) to the extent any shortage of Overseas Securities or cash occurs in connection with

receipt of distributions with regards to any corporate action, make pro rata

distributions, allocations, deliveries or credits of received Overseas Securities or cash

as consistent with market practice and as it deems fair and equitable; and

(g) take any other actions which ICBCIS and/or its Agent(s) consider reasonably

necessary in furtherance of the services provided hereunder.

4.10 In the event ICBCIS exercises its rights or authority under the Agreement to close any or all

contracts between ICBCIS and the Client and/or sell or dispose of any Overseas Securities in

the Account, the Client agrees that ICBCIS may effect any currency exchange transaction in

respect of the proceeds of such sale or disposal as ICBCIS sees fit (and at such exchange rate

as ICBCIS shall determine at the relevant time) to satisfy any outstanding actual or contingent

liabilities owed by the Client to ICBCIS.

5. OTHER PROVISIONS ON SERVICES

5.1 ICBCIS is authorized, at its discretion, to take such steps as it may consider appropriate to

enable it to provide the services hereunder and to exercise its powers, including the right:

(a) to return to the Client Overseas Securities which may not have the same serial number

or identification as those originally deposited with or received by ICBCIS; or

(b) to participate in and to comply with the rules and regulations of the depository and any

system which provides central clearing and settlement facilities in respect of the

Overseas Securities and to hold the Overseas Securities in any such depository or

system without ICBCIS incurring any liability for any acts or omissions on the part of

the manager or operator of such system or depository.

6. APPLICABLE LAWS AND REGULATIONS

6.1 All Transactions executed in Overseas Securities shall be subject to the Applicable Laws and

the applicable terms of business or agreement with any executing or settlement broker(s),

custodian(s) and/or Agent(s) used by ICBCIS, and all actions taken by ICBCIS in accordance


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therewith shall be binding on the Client. The Client shall enter into and comply with the terms

and conditions of any agreement required by any Exchange, trading venue, Clearance System

or market centre where any Instruction is executed or cleared. The Client agrees and

undertakes to provide information and documents and take such actions as requested by

ICBCIS from time to time to enable ICBCIS to comply with the Applicable Laws and/or

requests from relevant government or regulatory authorities and perform its contractual

obligations with its counterparts.

6.2 To the extent that the Client receives Exchange data, financial information or other data from

ICBCIS, its Agents or other third parties ("Market Data"), the Client agrees to comply with

any relevant Market Data agreements governing the receipt and use by it of the same. The

Client agrees that to the maximum extent permitted under applicable law and not inconsistent

with the applicable obligations of ICBCIS under the Code in respect of the services in

Securities under the Agreement, and subject to Clause 18.4 of the Standard Terms and

Conditions, ICBCIS shall not be responsible for the timeliness, accuracy or reliability of

Market Data.

6.3 Without limitation to Clause 3 of the General Terms and Conditions, the Client hereby

undertakes to comply with all the Applicable Laws. The Client agrees that it is solely

responsible for all filings, notifications, returns (including Tax returns), reports, disclosures of

beneficial ownership or other requirements of any jurisdiction relating to any Overseas

Securities or cash held for the Client or Transactions concerning such Overseas Securities, and

ICBCIS shall assume no responsibility. The Client also agrees to do such things as ICBCIS

may require to ensure compliance with the same. The Client further agrees that to the



Agreement, ICBCIS shall not be obliged to monitor interest holding positions of the Client, or

determine, advise or assist the Client in any way in respect of any such filings, notifications,

returns, reports or disclosure obligations applicable to the Client under any Applicable Law.

The Client shall be responsible for compliance with all applicable limitations or qualifications

with regards to the Client's investment in any Overseas Securities in any jurisdiction.

6.4 The Client agrees and acknowledges that the procedures and requirements for trading in

Overseas Securities may differ in each jurisdiction. The Client agrees that it shall comply with

the relevant procedures and requirements and if required, sign further documentation, provide

additional information or take other steps and actions as may be necessary from time to time.

7. LIEN

7.1 The Client agrees and acknowledges that ICBCIS may grant lien on Overseas Securities

(which are held by ICBCIS for a Client) to a third party until satisfaction of liabilities and

obligations (whether actual or contingent) of ICBCIS to such third party. The Client agrees

and acknowledges that such third party may (i) appropriate and apply all or any part of the

Overseas Securities and cash held by such third party for ICBCIS (including those held in an

omnibus account maintained by ICBCIS for the Client) against any or all obligations of

ICBCIS to such third party (whether matured or subject to any demand); (ii) sell all or any of

such Overseas Securities and (iii) exercise in respect of such Overseas Securities and cash all

the rights and remedies a party with a senior security or similar right would be entitled to

exercise in such default under any Applicable Laws.

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

8.1 The Client warrants, represents and undertakes to ICBCIS that:-

(a) the Client has the legal capacity and authority to enter into and perform this Appendix;


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(b) the Client has full power and authority to perform the obligations and grant the

authorizations under the provisions in this Appendix and if the Client is a corporate

Client, the Client has taken all necessary action or corporate action to authorize the

performance of such obligations and the grant of such authorizations;

(c) the Client has obtained and is in compliance with all necessary and appropriate

consents, approvals and authorizations for the purposes of its entry into and

performance of this Appendix;

(d) Information supplied by the Client is accurate and complete;

(e) No one, other than the Client, has an interest in the Client's account;

(f) the Client's entry into and performance of this Appendix will not violate any

Applicable Laws;

(g) the Client has the authority and the capacity to deliver the Required Amount (including

the Overseas Securities and cash) in the Account;

(h) there is no claim or encumbrance that adversely affects any deposit with custodians,

deposit with Clearance System, delivery of Overseas Securities and/or payment of cash

made in accordance with this Appendix;

(i) except as provided in the Agreement, the Client has not granted any person a lien,

security interest, charge or similar right or claim against Overseas Securities and cash

in the Account;

(j) the Overseas Securities held or maintained or to be held or maintained in the Account

from time to time are freely transferrable and fully negotiable; and

(k) the Client is not domiciled in or resident in a country where there is any restriction on

the Client's sale, purchase, holding or transfer of any Overseas Securities, and that the

Client is not subject to, and is not acting on behalf of any person who is subject to, any

restriction or prohibition against the sale, purchase, holding of, or dealing in any such

Overseas Securities. If the Client or any person the Client acts on behalf of becomes

subject to any restrictions (whether by reason of a change of the Client's domicile,

residence or otherwise in any such country), the Client shall inform ICBCIS

immediately.

8.2 The representations, warranties and undertakings in Clause 8.1 of this Appendix shall be

deemed to be repeated immediately before each Transaction or dealing is carried out for or any

service is provided to the Client or on the Client’s behalf.

8.3 If the Client is aware that any of the representations, warranties and undertakings in Clause 8.1

of this Appendix will or may become incorrect, the Client must give prior notice to ICBCIS

immediately upon the Client becoming aware of the same, and before such representations,

warranties and undertakings become incorrect. The Client must also notify ICBCIS

immediately if any of the said representations, warranties and undertakings has become

incorrect. For the avoidance of doubt, any representation, warranty or undertaking made in this

Appendix which is or becomes incorrect in any respect shall constitute an event of default

under Clause 24.1 of the General Terms and Conditions.

8.4 Without limitation to any provisions in this Appendix and in the Agreement, upon ICBCIS

receiving notice from the Client that any of the representations, warranties and undertakings in


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Clause 8.1 of this Appendix may become incorrect, or if any of the said representations,

warranties and undertakings has become incorrect:

(a) ICBCIS shall be entitled, in its sole discretion, to dispose of all Overseas Securities

held by the Client, suspend the services provided under the Agreement, close the

Account and/or charge the Client all fees, charges, costs and expenses incurred or to

be incurred by ICBCIS from time to time to ensure compliance by ICBCIS or its

Agents with all Applicable Laws arising from or in connection with the above

(including, without limitation, all fees, charges, costs and expenses incurred to make

all the necessary filings with the relevant authorities); and

(b) the Client shall immediately upon request by ICBCIS withdraw all the Overseas

Securities or other securities from the Account, and do/or execute any act, deed,

document which ICBCIS may require in connection therewith.

9. DISCLOSURE OF INFORMATION

9.1 The Client agrees that its data may be transferred to any place outside Hong Kong, whether for

the processing, holding or use of such data outside Hong Kong.

9.2 The Client undertakes to provide such information as ICBCIS may request from time to time in

order for ICBCIS and/or its brokers, custodians or Agents to provide the services under this

Appendix and/or the Agreement, or for ICBCIS and/or such brokers, custodians or Agents to

comply with the Applicable Laws or to respond to requests from any government, legal or

regulatory authority or Exchange, Clearance System, or for ICBCIS and/or such brokers,

custodians or Agents to comply with any obligations or to determine the extent to which the

Client is subject to (or exempt from) withholding under FATCA. The Client will also comply

in a timely manner with ICBCI's requests for information, documents or other materials to the

extent ICBCIS considers necessary to ensure compliance with its internal policies and

procedures.

9.3 The Client authorizes ICBCIS to disclose any information that it has concerning the Client

(including the Authorized Persons and the Beneficial Identity), the Account and any Overseas

Securities, monies or other assets held in the Account: (a) to any broker, custodian, clearing

agent or other person(s) (whether within or outside Hong Kong) appointed by ICBCIS in

connection with the services provided pursuant to the provisions in this Appendix and/or the

Agreement; (b) upon request, to any government, legal or regulatory authority or Exchange,

Clearance System (whether within or outside Hong Kong); or (c) to such other persons

(whether within or outside Hong Kong) in compliance with the Applicable Laws or FATCA.

10. COMMUNICATION AND ACCESS; CORPORATE ACTIONS

10.1 Where ICBCIS forwards to the Client any notice, document or information prepared by other

persons including issuers or Clearance System in respect of the Overseas Securities, ICBCIS

shall not responsible for errors, inaccuracies or omissions in such notices or information to the



Agreement, and subject to Clause 18.4 of the Standard Terms and Conditions.

10.2 The Client acknowledges that ICBCIS will not participate in or take any corporate action

concerning Overseas Securities (including shareholder voting) if ICBCIS does not receive a

timely instruction from the Client. Notwithstanding any other provisions in the Agreement,

ICBCIS will be required to provide shareholder voting services and take such other corporate

actions in respect of the Overseas Securities only as specified in a separate proxy letter

agreement between ICBCIS and the Client, or such other agreement as required by ICBCIS

from time to time.


11


10.3 The Client acknowledges that in some markets, ICBCIS or its Agent(s) may be required to

vote all Overseas Securities held for a particular issue for all of its clients in the same way

without regard to any Instruction.

11. TAXES AND OTHER PAYMENTS

11.1 The Client agrees that the Client is responsible for discharging the Client's own Tax reporting

and filing obligations. In addition, the Client shall pay and reimburse ICBCIS for any and all

Taxes, fees, charges, obligations and liabilities or payments payable or paid by ICBCIS in

connection with the Account, services provided herein or any Transactions relating to the

Overseas Securities. The Client agrees that ICBCIS may debit the cash in the Account to pay

any such fees, charges, obligations, liabilities and payments, and that such amount to be

payable to ICBCIS shall be without deduction for Taxes.

11.2 The Client authorizes ICBCIS and its Agent(s) on the Client's behalf to debit, withhold and/or

make payment of any Taxes payable in connection with the Account or any Transactions

relating to the Overseas Securities. Without prejudice to the foregoing, ICBCIS will deduct or

withhold for or on account of Taxes from any payment to the Client if required by any

Applicable Laws including but not limited to (i) statute or regulation, (ii) legal, governmental

or regulatory authority or (iii) agreement entered into by ICBCIS or its Agent and any

governmental or regulatory authority or between two or more governmental or regulatory

authorities. The Client acknowledges that ICBCIS may debit any amount available in any

balance held for the Client and apply such cash in the Account in satisfaction of Taxes. If any

Taxes become payable with respect to any prior credit to the Client by ICBCIS, the Client

acknowledges that ICBCIS may debit any balance held for the Client in satisfaction of such

prior Taxes. The Client shall remain liable for any deficiency and agrees that it shall pay upon

notice from ICBCIS or any governmental or regulatory authority. If Taxes are paid by

ICBCIS or any of its Agents or Affiliates, the Client agrees that it shall promptly reimburse

ICBCIS for such payment to the extent not covered by withholding from any payment or

debited from any balance held for the Client.

11.3 The Client shall provide ICBCIS with information and proof as to the Client's and/or the

underlying beneficial owner's Tax status or residence or other information as ICBCIS

reasonably requests in order for ICBCIS or its Agent to achieve compliance with the

requirements of governmental or regulatory authorities. Information and proof may include

executed certificates, representations and warranties, or other documentation ICBCIS deems

necessary or proper to fulfil the requirements of applicable Tax authorities. The Client shall

promptly notify ICBCIS in writing of any change that affects the Client's Tax status pursuant

to any Applicable Laws or agreement entered into between two or more governmental or

regulatory authorities.

12. THIRD PARTIES

12.1 The Client agrees that ICBCIS or its Agent may participate in or use (i) Clearance Systems and

(ii) public utilities, external telecommunications facilities or other common carriers of

electronic and other messages, external postal services and other facilities commonly

recognized as market infrastructure in any jurisdiction. In providing services hereunder,

ICBCIS or its Agent may interact with other third parties who are beyond their selection or

control including issuers of Overseas Securities, transfer agents or registrars. The Client

acknowledges that Clearance Systems and such other third parties are not ICBCIS's agents and

ICBCIS has no responsibility for selecting, appointing or monitoring such third parties or the

performance or credit risks of such third parties.

13. LIABILITY AND INDEMNITY


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13.1 The Client shall fully indemnify the Indemnified Persons against all claims, actions, liabilities

(whether actual or contingent) and proceedings against any of the Indemnified Persons and

bear any losses, costs, charges or expenses (including legal fees) which the Indemnified

Persons may suffer or incur arising from or in connection with or resulting from any breach by

the Client of any of the representations, warranties and undertakings in Clause 8.1 of this

Appendix or the Client's failure to perform any of its obligations hereunder.

14. RISKS

14.1 The Client agrees that it shall bear all risks and expenses associated with investing in Overseas

Securities or holding cash denominated in any currency. The Client acknowledges that

ICBCIS will not be liable for country specific risks of loss or value or other restrictions

resulting from country risk including the risk of investing and holding Overseas Securities and

cash of or in a particular country or market such as, but not limited to, risks arising from (i)

any act of war, terrorism, riot or civil commotion, (ii) investment, repatriation or exchange

control restriction or nationalization, expropriation or other actions by any governmental

authority, (iii) devaluation or revaluation of any currency, (iv) changes in Applicable Laws,

and (v) a country's financial infrastructure and practices including market rules and conditions.

14.2 All currency exchange risks in respect of any Transactions, settlement actions or steps taken

by ICBCIS hereunder shall be borne by the Client.

15. SURVIVING TERMS

15.1 The parties agree that the rights and obligations contained in Clauses 3.3, 3.4, 3.5, 3.6, 3.8, 4.4,

4.5, 4.6, 4.10, 6.3, 7, 11, and 13 of this Appendix shall survive the termination of the

Agreement.


13


Annexure 1

SINGAPORE

This Annexure applies in respect of securities trading services in Singapore Securities provided by

ICBCIS to the Client, and is supplemental to Clauses 1 to 15 of the Appendix for Overseas Securities

Trading.

In the event that there is any inconsistency between Clauses 1 to 15 of the Appendix for Overseas

Securities Trading and this Annexure, the provisions in this Annexure shall prevail in respect of

trading in Singapore Securities.

Unless otherwise defined in this Annexure, terms defined in the Appendix for Overseas Securities

Trading shall have the same meaning when used in this Annexure.

1. DEFINITIONS

1.1 In this Annexure, the following terms shall have the following meanings:

"CDP" means Central Depository Pte Limited.

"Eligible Securities" means securities which are:

(a) of good delivery and where applicable, accompanied by duly executed and properly

stamped instruments of transfer in favour of the CDP or its nominee;

(b) capable of being held on a fungible basis;

(c) are not subject to any restrictions on foreign ownership, unless otherwise agreed to by

the CDP; and

(d) are not subject to any restrictions on transferability in a book-entry system, unless

otherwise agreed to by the CDP.

"Listed Securities" means securities which are listed on the SGX-ST.

"SGX" means the Singapore Exchange, which includes SGX-ST.

"SGX-ST” means Singapore Exchange Securities Trading Limited.

"Singapore person" means a Singapore citizen, Singapore permanent resident, Singapore-

incorporated company, any persons resident in Singapore (as defined under the Income Tax

Act (Cap. 134) or any other person residing in Singapore or having its place of business in

Singapore.


2.1 The Client provides the following warranties, representations and undertakings to ICBCIS

which shall be supplemental to Clause 8.1 of the Appendix for Overseas Securities Trading:-

(a) that the Client is not a Singapore person;

(b) without prejudice to Clause 6.3 of the Appendix for Overseas Securities Trading, the

Client is solely responsible for declaring its substantial shareholdings or similar or

analogous requirements under and in accordance with all Applicable Laws, including

the provisions of the Companies Act, Chapter 50 of Singapore and the Securities and

Futures Act, Chapter 289 of Singapore and has complied with all such requirements

and Applicable Laws. For the avoidance of doubt, this includes, but is not limited to,

any disclosures required as a result of the Client being a director or related person of

the issuer of Listed Securities;


14


(c) without prejudice to Clause 6.3 of the Appendix for Overseas Securities Trading, the

Client is solely responsible for ascertaining, complying and ensuring continued

compliance with any shareholding restrictions (including foreign ownership

requirements and/or industry specific requirements) under all Applicable Laws and has

complied with the same. This includes, but not limited to, making any filings,

notifications, disclosures, obtaining any approvals or registrations with the appropriate

regulatory bodies or to the issuer; and

(d) without prejudice to Clause 6.3 of the Appendix for Overseas Securities Trading, the

Client understands and will be solely responsible for, complying and ensuring

continued compliance with the Applicable Laws (including the requirements of SGX,

any relevant market requirements and any other guidelines, whether or not they may

have the force of law).

2.2 The representations, warranties and undertakings in Clause 2.1 of this Annexure shall be




of this Annexure will or may become incorrect, the Client must give prior notice to ICBCIS




incorrect.

3. TRADING IN LISTED SECURITIES

3.1 The Client acknowledges that the CDP shall accept for deposit securities it designates to be

Eligible Securities. The CDP has the discretion to refuse to accept any deposit of securities

and may designate that any security is no longer an Eligible Security, upon giving reasons for

such refusal or designation.

3.2 The Client acknowledges that the SGX and/or CDP may impose reporting requirements on

ICBCIS or the relevant SGX trading or clearing member and/or depository agent (as the case

may be) in respect of the Client's position levels or transactions and the Client hereby

irrevocably agrees to make such reporting or disclosure of any information concerning the

Client and/or its relevant positions to any government, legal or regulatory authority, or

Exchange, Clearing House or depository (whether within or outside Hong Kong).

3.3 The Client acknowledges that the SGX may from time to time, impose position limits or

trading limits which may affect the Client's ability to trade in the Listed Securities or ICBCIS'

ability to trade on behalf of the Client. The Client agrees that ICBCIS will not be liable for

any losses as a result of such limits.


15


Annexure 2

JAPAN

This Annexure applies in respect of securities trading services in Japan Securities provided by ICBCIS

to the Client, and is supplemental to Clauses 1 to 15 of the Appendix for Overseas Securities Trading.



trading in Japan Securities.



1. DEFINITIONS


"Consumption Tax Act" means Consumption Tax Act of Japan (Act no. 108 of 1988).

"FEA" means Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949).

"FIEA" means Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948).

"Foreign investors" mean (i) individuals not resident in Japan, (ii) corporations which are

organized under the laws of foreign countries or whose principal offices are located outside

Japan, and (iii) corporations of which (a) 50% or more of the shares are held directly or

indirectly by (i) or (ii) above, (b) a majority of officers consists of non-residents of Japan or (c)

a majority of officers having the power of representation consists of non-residents of Japan.

"Insider Information" means (i) undisclosed insider information defined as "material facts

pertaining to business or other matters" in Article 166, Paragraph 2 of the FIEA and (ii) facts

concerning launch of a tender offer and suspension of tender offer prescribed in Article 167,

Paragraph 2 of the FIEA.

"Non-residents of Japan" mean individuals who are not resident in Japan and corporations

whose principal offices are located outside Japan.




(a) the Client is a Non-resident of Japan;

(b) the Transactions of the Client in Overseas Securities traded in Japan are not subject to

Japanese Consumption Tax under the Consumption Tax Act;

(c) the Client shall not be eligible for Japanese Consumption Tax Refund/Credit in

accordance with the Consumption Tax Act in respect of any fees payable by the Client

relating to the Transactions in Overseas Securities traded in Japan;

(d) the Client does not possess any Insider Information in respect of securities traded in

Japan in Transaction;

(e) Transaction does not trigger a tender offer under the FIEA (if applicable);


16


(f) where the Client is a Foreign investor, (i) the Client does not, as a result of any

Transaction(s), directly or indirectly hold, aggregated with existing holdings, 10% or more

of the issued shares listed on any Japanese stock exchange which requires pre-notification

to the Minister of Finance and any other competent ministers in accordance with

Article 27, Paragraph 1 of the FEA or (ii) the Client has already duly submitted such

notification and 30 days have passed since the date of the notification; and

(g) the Client shall be responsible for all filings, notifications, reports or other

requirements in relation to Transaction including but not limited to the substantial

shareholding reports and their amendment reports in accordance with Article 27-23 or

27-25 of the FIEA or after-the-fact filings to the Minister of Finance and any other

competent ministers in accordance with Article 55-5 of the FEA..


17


Annexure 3

U.S.

This Annexure applies in respect of securities trading services in U.S. Securities provided by ICBCIS

to the Client, and is supplemental to Clauses 1 to 15 of the Appendix for Overseas Securities Trading.



trading in U.S. Securities.



1. DEFINITIONS


"U.S. Person" means (a) a citizen or resident of the United States; (b) a corporation,

partnership or other entity created or organised in or under the laws of the United States or any

political subdivision thereof; (c) an entity created or organised in or under the laws of any

other jurisdiction if treated as a domestic corporation pursuant to the United States federal

income tax laws; (d) any estate or trust that is subject to the United States federal income

taxation regardless of the source of its income; (e) any corporation, partnership, trust, estate or

other entity in which one or more individuals or entities described in (a), (b), (c) or (d) acting

singly or as a group has or have a controlling beneficial interest whether directly or indirectly

and, in the case of a corporation or partnership, which is formed principally for the purpose of

investing in securities not registered under the United States federal securities laws; (f) a trust

if a court within the United States is able to exercise primary supervision over its

administration and one or more United States Persons have the authority to control all the

substantial decisions of such trust; (g) a trust in existence on 20 August 1996 and treated as a

domestic trust (as defined in the relevant treasury regulations in the United States) prior to

such date and that has elected to continue to be treated as a domestic trust; (h) any corporation,

partnership or other entity, regardless of citizenship, domiciles, situs or residence, if under the

federal income tax laws of the United States ten percent (10%) or more of the ownership of

any mutual fund would be attributed through such entity to any U.S. Person (i) any person

fitting the definition of U.S. Person under Regulation S1, promulgated under the Securities Act

of 1933 or (j) any person causing ICBCIS to use U.S. interstate commerce in the process of

effecting securities transactions.




(a) unless otherwise specifically declared by the Client, the Client is not a U.S. Person and

the Client is not acting for, or on behalf of a U.S. Person;

1 This includes any (1) trust of which any trustee is a U.S. Person (2) agency or branch of a foreign entity located in the U.S.

(3) non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the

benefit or account of a U.S. Person (4) any discretionary account or similar account (other than an estate or trust) held by a

dealer or other fiduciary organized or incorporated, or (if an individual) resident in the U.S.; and (5) any partnership,

corporation or other entity (other than a trust) if (i) organized or incorporated under the laws of any non-U.S. jurisdiction and

formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933.


18


(b) the Client is not a director, 10% beneficial shareholder or policy-making officer or

otherwise an affiliate of any company publicly traded in the United States;

(c) the Client is not at the time the Account is opened and will not at any time during the

continuance of the Account, hold in such Account or effect Transactions through such

Account, securities of any company with securities traded in the U.S. in which he is:

(i) a direct or indirect owner or beneficial owner (which would include the power

to vote shares pursuant to trust or other instrument) of 10% or more than 10%

of any class of voting securities of the company;

(ii) in a direct or indirect management or other decision-making position in the

company;

(iii) closely-related to (spouse, parent, sibling, in-law), financially dependent on, or

the primary financial support for, any person who owns, directly or indirectly

outright or through beneficial ownership, 10% or more than 10% of any class

of voting securities of such company and holds a direct or indirect

management or other decision-making position in such company; or

(iv) a member of a formal or informal group that acting together will control 10%

or more than 10% of any class of voting securities of such company;

(d) the Client is not an employee of or affiliated with any U.S. securities exchange or

member firm of any Exchange, the Financial Industry Regulatory Authority or any

securities firm, bank, trust company or insurance company;

(e) the Client understands that ICBCIS does not provide Tax or legal advice, nor does it

provide advice with regard to corporate actions and the Client may not rely on any

information that ICBCIS may provide in connection therewith;

(f) should the Client issue instructions to purchase a stock or other financial instrument

"over-the-counter" (each an "OTC Traded Stock") it acknowledges such OTC

Traded Stocks are generally conducted directly with market makers or other counter

parties and do not have the supervision of any Exchange. Client specifically

acknowledges that OTC Traded Stocks can lead to significant risks including the risk

that the counterparty will not perform its part as obligated by the transaction. Client

acknowledges that offsetting such risk is not always possible and specifically attests

and warrants that it will bear such risk alone. Client hereby warrants that it will not

hold ICBCIS responsible for any such counterparty or other risk associated with OTC

Traded Stocks;

(g) should the Client issue instructions to purchase an OTC Traded Stock, it will comply

with the requirements of the executing broker and supply any needed information to

establish the Client's ability to purchase such OTC Traded Stock;

(h) trading in Overseas Securities will be executed through one or more local brokers.

Client acknowledges that brokers trading in the U.S. (each a "U.S. Broker") are

subject to rules promulgated by various regulators including the state securities

regulators in the 50 states, the U.S. Securities and Exchange Commission ("SEC"),

the Financial Industry Regulatory Authority ("FINRA"). Client acknowledges that

such obligations may require ICBCIS to provide the U.S. Brokers with information

about the Client and the Account, including but not limited to, confidential

information. Client warrants that it will not hold ICBCIS liable for any effect of


19


providing such information to any U.S. Broker, any state securities regulator, the SEC

or FINRA;

(i) Client understands that ICBCIS will seek to effect orders at Client's Instruction.

ICBCIS or a U.S. Broker may act as an agent or principal (not at risk) for both buyer

and seller of American Depository Receipts ("ADRs") and/or ordinary shares, and

may charge a commission or other fees to both parties. The foreign exchange rate

selected, financing fee and the conversion fee set by the U.S. Broker may not be the

best or most favourable rates or fees available to the Client, or the rates or fees

charged to the U.S. Broker or ICBCIS. Client acknowledges that the U.S. Broker

and/or ICBCIS may earn revenue on some or all of these fees including the spreads on

securities transactions traded on a net basis. Costs associated with Instructions and

ADR conversions can also include local market and other fees. For ADR conversions

the actions or inaction of any entity facilitating the interchange of ADRs and the

underlying ordinary shares and the U.S. Broker executing on the local market are

those of such entity and not ICBCIS. ICBCIS has no liability for such actions or

inactions;

(j) when the Client issues Instructions involving an ADR it specifically also authorizes

ICBCIS to facilitate to swapping of such ADR with ordinary shares. Client

understands this is a final instruction and cannot be reversed; and

(k) it is the Client's sole responsibility to determine if an ADR conversion, if conducted

during a corporate action could result in a participating bank, U.S. Broker or ICBCIS

closing its books to conversion or otherwise resulting in a claimable event, and

ICBCIS will not advise or assist the Client in this determination or be liable for its

outcome in any way. The Client agrees ICBCIS is not liable, and that it shall

promptly pay directly or reimburse ICBCIS for (i) any claims which may arise before,

during or after, any corporate action relating to the ordinary shares regardless of

reason or validity of such claims.

3. MARGIN DISCLOSURE STATEMENT (Applicable to Margin Accounts)

3.1 When considering a margin loan, the Client should determine how the use of margin fits its

own investment philosophy. It is important that the Client fully understands the risks, rules,

and requirements involved in trading securities on margin.

3.2 The following paragraphs highlight some of the critical aspects of margin trading:

Margin trading increases the level of market risk. Margin trading increases the Client's

buying power, allowing the Client to purchase a greater amount of securities with the Client's

investing dollar. Therefore, the Client's exposure to market volatility increases—a declining

market could result in even greater losses. A decline in the value of the Client's securities that

the Client purchases on margin may require the Client to provide additional funds to ICBCIS

in order to avoid the forced sale of those securities or other securities in the Client's account.

Downside is not limited to the collateral value in the Client's margin account. When the

Client buys securities on margin, the Client is borrowing money from ICBCIS for part of the

Client's transactions. Securities and other assets in the Client's account(s) are pledged as

collateral to secure this loan. These margin transactions are riskier and involve the possibility

of greater loss than transactions where the Client is not borrowing money. If the securities in

the Client's account decline in value, so does the value of the collateral supporting the Client's

loan. When the value of the collateral falls below the maintenance margin requirements, or

ICBCIS’ higher “house” requirements, ICBCIS can move to protect its position. In order to

cover margin deficiencies, ICBCIS may issue a margin call to the Client—a request for


20


additional cash—or sell securities from the Client's account. If a sale does not cover the

deficiency, the Client will be responsible for any shortfall.

ICBCIS may initiate the sale of any securities in the Client's account, without contacting

the Client, to meet a margin call. ICBCIS may, but is not obligated to, attempt to involve the

Client in the case of margin deficiency; however, market conditions may require ICBCIS to

quickly sell any of the Client's securities without the Client's consent. Because the securities

are collateral for the margin loan, ICBCIS has the right to decide which security to sell in

order to protect its interests. Even if ICBCIS has contacted the Client and provided a specific

date by which the Client can meet a margin call, ICBCIS can still take necessary steps to

protect its financial interests, including immediately selling the securities without prior notice

to the Client.

ICBCIS’ “house” initial and maintenance margin requirements may exceed those established

by the Federal Reserve Board and/or the FINRA.

ICBCIS may change its initial margin requirements at any time and without prior notice.

ICBCIS may also impose anytime and without prior notice more stringent requirements on

positions that in ICBCIS' sole discretion involve higher levels of risk; for example, higher

limits may apply for thinly traded, speculative or volatile securities, or concentrated positions

of securities.

ICBCIS may increase its “house” maintenance margin requirements at any time and is

not required to provide the Client with advance written notice. Changes in ICBCI’s policy

regarding “house” maintenance margin requirements often take effect immediately and may

result in the issuance of a maintenance margin call. The Client's failure to satisfy the call may

cause ICBCIS to liquidate or sell securities in the Client's account.

ICBCIS retains absolute discretion to determine whether, when and in what amounts ICBCIS

will require additional collateral. For example, ICBCIS may require additional collateral if an

account contains only one security or a large concentration of one or more securities; or low-

priced, thinly traded or volatile securities; or if some of the Client's collateral is or becomes

restricted or non-negotiable or non-marginable. ICBCIS may also consider market conditions,

the Client's financial resources, or other factors deemed by ICBCIS to be relevant given the

circumstances at the time.

The Client is not entitled to an extension of time on a margin call. While an extension of

time to meet margin requirements may be available to the Client under certain conditions, the

Client does not have a right to the extension.

Some accounts that carry a margin loan balance and hold dividend-paying securities may

receive a “substitute income payment in lieu of a dividend” (PIL). This payment may be

taxable as ordinary income. Taxable accounts that receive a PIL instead of a qualified dividend

may also receive a supplemental credit from ICBCIS.


21


Annexure 4

France

This Annexure applies in respect of securities trading services in French Securities (as defined below)

provided by ICBCIS to the Client, and is supplemental to Clauses 1 to 15 of the Appendix for

Overseas Securities Trading.



trading in French Securities.



1. DEFINITIONS


"Class A Sensitive Sector" means any of the sectors listed in paragraphs 1° to 7° of article R.

153-2 of the French Monetary and Financial Code, which are translated below, for information

purposes only:

1. Gambling sectors (with the exception of casinos);

2. Private security regulated services;

3. Research, development or production of means aimed at fighting the illegal use, in

connection with terrorist activities, of pathogenic and toxic substances and preventing the

health consequences of such use;

4. Activities related to equipment used for intercepting communication and remote detection

of conversations;

5. Services in connection with approved evaluation centers under the conditions set forth in

decree No. 2002-535 of April 18, 2002 relating to evaluation and certification of security

of information technology products and systems;

6. Activities of production of goods or services provision of security in the information

systems' security sector of a company that entered into a contract with a public or private

operator managing facilities within the meaning of Articles L. 1332-1 to L. 1332-7 of the

French Defense Code;

7. Activities relating to dual-use items or technologies mentioned in Appendix IV of EC

regulation No. 428/2009 of May 5, 2009 setting up a Community regime for the control of

exports, transfer, brokering and transit of dual-use items.

"Class B Sensitive Sector" means any of the sectors listed in paragraphs 8° to 12° of article R.

153-2 of the French Monetary and Financial Code, which are translated below, for information

purposes only:

1. Activities relating to the means of cryptology and services of cryptology mentioned in

paragraphs III, IV of Article 30 and I of Article 31 of the law No. 2004-575 of June 21,

2004 for the law on confidence in the digital economy;

2. Activities exercised by companies custodians of secret of national defense including

classified markets of national defense or of security clauses in accordance with Articles R.

2311-1 et seq. of the French Defense Code relating to the protection of national defense's

secret;

3. Activities of research, production or trade of weapons, ammunition, powder and explosive

substances for military purposes or war equipment and assimilated;


22


4. Activities exercised by companies having concluded a contract of research or of supply of

equipment for the French Ministry of Defense, either directly, or through subcontractors,

for the realization of a good or a service falling within the scope of the activities mentioned

above at 7°) to 10°);

5. Other activities relating to equipment, products or services, including those relating to the

safety and the proper functioning of facilities and equipment, essential to guarantee the

French national interests in terms of public policy, public security or national defense, as

listed below (these new sectors which include energy, transport, water, public health and

telecommunications were introduced by the decree No. 2014-479, dated May 14, 2014):

(a) integrity, security and continuity of the supply of electricity, gas, oil or other source of

energy;

(b) integrity, security and continuity of the water supply in accordance with the standards

laid down in the interest of public health;

(c) integrity, security and continuity of the operation of transportation networks and

services;

(d) integrity, security and continuity of the operation of electronic communication

networks and services;

(e) integrity, security and continuity of the operation of an installation, facility or structure

of vital importance;

(f) protection of public health.

"French Resident" means resident of France for tax purposes within the meaning of Article 4

B of the French Tax Code or whose registered office is outside France.

"French Securities" means financial instruments (instruments financiers) within the meaning

of Article L. 211-1 of the French Monetary and Financial Code.

"Inside Information" means inside information within the meaning of Article 7 of the Market

Abuse Regulation.

"Market Abuse Regulation" means regulation (EU) n° 596/2014 of the European Parlimant

and of the Council of 16 april 201 on market abuse.

"Multilateral Trading Facility" means a multilateral trading facility (système multilateral de

négociation) within the meaning of Articles L. 424-1 and subsequent of the French Monetary

and Financial Code - as of the date of this Annexure, the sole existing multilateral trading

facility in France is Euronext Growth Paris.

"NCST" means non-collaborative states and territoritories (Etats et territoires non-coopératifs)

within the meaning of Article 238-0 A of the French Tax Code.

"Regulated Market" means a regulated market (marché réglementé) within the meaning of

Articles L. 421-1 and subsequent of the French Monetary and Financial Code - as of the date

of this Annexure, the sole existing regulated market in France is Euronext Paris.



which shall be supplemental to Clause 8.1 of the Appendix for Overseas Securities Trading:

(a) the Client is not a French Resident;

(b) the Client does not possess any Inside Information in respect of securities traded in

France involved in a Transaction;


23


(c) where the Client is either (a) an individual who is not a citizen of a member state of

the European Union or of the Economic European Area that has signed a tax

agreement with France that contains an administrative assistance clause with a view to

combating tax fraud or tax evasion, (b) a corporate undertaking having its registered

office outside of a member state of the European Union or of the Economic European

Area that has signed a tax agreement with France that contains an administrative

assistance clause with a view to combating tax fraud or tax evasion, or (c) a French

individual who is not a French Resident, the Client (i) does not, as a result of any

Transaction(s), directly or indirectly hold, aggregated with existing holdings of securities

or assimilated rights, 33⅓% or more (or any other applicable percentage at the time of the

relevant Transaction(s)) of the share capital any issuer of French Securities operating in a

Class A Sensitive Sector or a Class B Sensitive Sector or (ii) has already duly complied

with and submitted to the relevant authorities any documentation required by the

applicable provisions in respect of foreign investments control, notably articles R.

153-1 and subsequent of the French Monetary and Financial Code;

(d) where the Client is either (a) an individual who is a citizen of a member state of the

European Union or of the Economic European Area that has signed a tax agreement

with France that contains an administrative assistance clause with a view to combating

tax fraud or tax evasion, (b) a corporate undertaking having its registered office in a

member state of the European Union or of the Economic European Area that has

signed a tax agreement with France that contains an administrative assistance clause

with a view to combating tax fraud or tax evasion, or (c) a French individual who is a

French Resident, the Client (i) does not, as a result of any Transaction(s), directly or

indirectly hold, aggregated with existing holdings of securities or assimilated rights, 50%

or more (or any other applicable percentage at the time of the relevant Transaction(s)) of

the share capital any issuer of French Securities operating in a Class B Sensitive Sector or

(ii) has already duly complied with and submitted to the relevant authorities any

documentation required by the applicable provisions in respect of foreign investments

control, notably articles R. 153-1 and subsequent of the French Monetary and

Financial Code;

(e) the Client (i) does not, as a result of any Transaction(s), directly or indirectly hold,

aggregated with existing holdings of securities or assimilated rights, 30% or more (or any

other applicable percentage at the time of the relevant Transaction(s)) of the share capital

and/or of the voting rights of any issuer whose French Securities are admitted to trading on

a Regulated Market which requires the implementation of a mandatory tender offer or

(ii) has already duly complied with and submitted to the relevant authorities any

documentation required by the applicable provisions in respect of mandatory tender

offers;

(f) the Client (i) does not, as a result of any Transaction(s), directly or indirectly hold,

aggregated with existing holdings of securities or assimilated rights, 50% or more (or any

other applicable percentage at the time of the relevant Transaction(s)) of the share capital

and/or of the voting rights of any issuer whose French Securities are admitted to trading on

a Multilateral Trading Facility which requires the implementation of a mandatory tender

offer or (ii) has already duly complied with and submitted to the relevant authorities

any documentation required by the applicable provisions in respect of mandatory

tender offers;

(g) the Client, where applicable, shall be responsible for all filings, notifications, reports

or other requirements in relation to Transactions, including, but not limited to,

(i) the disclosure of shareholding thresholds crossings pursuant to Article L. 233-

7 of the French Commercial Code;


24


(ii) the disclosure of Transactions made by persons discharging managerial

responsibilities or persons closely associated with them, pursuant to Article 19

of the Market Abuse Regulation;

(iii) the filing with the Minister of Economy of a request for authorization of a

Transaction, pursuant to Articles L. 151-3 and R. 153-1 and subsequent of the

French Monetary and Financial Code;

(iv) the filing of the offer document (note d'information) regarding a tender offer,

pursuant to and in accordance with applicable provisions of the general

regulation (règlement general) of the Autorité des marches financiers (the

"AMF") and any instruction or recommendation published by the Autorité des

marches financiers;

(h) trading in Overseas Securities will be executed through one or more locally authorized

financial intermediary. The Client acknowledges that financial intermediaries

authorized in France pursuant to relevant laws and regulations and notably Articles L.

211-3 and L. 542-1 of the French Monetary and Financial Code (each a "French

Authorized Intermediary") are subject to the applicable provisions of the French

Monetary and Financial Code and are subject to the control of the AMF and/or the

Autorité de contrôle prudential et de résolution (the "ACPR"). The Client

acknowledges that such obligations may require ICBCIS to provide the French

Authorized Intermediaries with information about the Client and the Account,

including but not limited to, confidential information. The Client warrants that it will

not hold ICBCIS liable for any effect of providing such information to any French

Authorized Intermediary, the AMF or the ACPR.









incorrect.

3. TAX

3.1 Tax risk factors

3.1.1 French financial transaction tax

The French Securities subject of the Transactions may fall within the scope of the French

financial transaction tax (the "French FTT"). As of the date of this Annexure and pursuant to

Article 235 ter ZD of the French Tax Code, the French FTT is applicable at the rate of 0.3%,

under certain circumstances, to the acquisition of equity securities (titres de capital) within the

meaning of Article L. 212-1 A of the French Monetary and Financial Code or assimilated

securities (titres de capital assimilés) within the meaning of Article L. 211-41 of the French

Monetary and Financial Code admitted to trading on a Regulated Market, which are issued by

a company whose registered office is located in France and whose market capitalization as of

December 1st of the preceding year exceeds €1 billion and provided that these acquisitions

give rise to a transfer of property within the meaning of Article L. 211-17 of the French


25


Monetary and Financial Code. A list of the companies within the scope of the French FTT is

published every year.

With respect to acquisitions made as from 1 January 2018, Article 235 ter ZD of the French

Tax Code will no longer refer to the condition of the transfer of ownership within the meaning

of Article L. 211-17 of the French Monetary and Financial Code. As a consequence, as from 1

January 2018, the French FTT may apply to the acquisition of equity securities preceded or

followed by sales during the same day (also called intra-day transactions).

3.1.2 Proposed European financial transactions tax

The Client should be aware that the European Commission has published a proposal (the

"Commission’s Proposal") for a Directive on a common financial transaction tax (the

"European FTT") applicable to Austria, Belgium, Estonia, France, Germany, Greece, Italy,

Portugal, Slovenia, Slovakia and Spain) (the "Participating Member States"), which, if

enacted and implemented in France, would replace the French FTT.

On December 8, 2015 Estonia indicated that it will no longer be a Participating Member State.

Additional Member States of the European Union may decide to participate and/or other

Participating Member States may decide to withdraw.

The proposed European FTT might, if introduced in its current draft form, apply, under certain

circumstances, to certain dealings involving the French Securities. The European FTT might

apply to both residents and non-residents of the Participating Member States.

According to joint statements issued by the Ministers of Participating Member States the

implementation of the European FTT would be carried out progressively, focusing initially on

the taxation of shares and some derivatives. The European FTT proposal remains however

subject to discussion between the Participating Member States. It may therefore be altered

prior to any implementation. Additional European Union Member States may decide to

participate. Such taxes could increase the Transactions costs.

The Client should be aware that the position of the French FTT and the European FTT is

subject to change from time to time and ICBCIS shall not, and is not obliged to, provide an

update on the development of tax positions which may affect the Client. The Client is advised

to consult its usual tax advisor on the potential consequences of the French FTT and of the

European FTT.

3.2 Withholding taxes and other taxes applicable to French Securities applicable to persons who

are not French Residents

This sub-section describes the withholding tax regime that could apply, under French law as of

the date of this Annexure and subject to the provisions of double tax treaties, to dividends paid

by issuers of French Securities to individual and corporate shareholders who (i) are not French

Residents and (ii) do not own the French Securities through a fixed place of business or a

permanent establishment liable to tax in France. However, the Client should seek advice from

its usual tax advisor about the tax treatment that will apply to its own situation.

Under the French legislation in force as of the date of this Annexure and subject to the

application of any double tax treaty and the exceptions referred to below, dividends paid by

issuers of French Securities are generally subject to a withholding tax, levied by the paying

agent, when the tax residence or registered office of the beneficial owner is outside France.

Subject to what is stated below, the rate of such withholding tax is:


26


(a) 21% when the beneficial owner is an individual whose tax residence is in a European

Union member state or a European Economic Area member state that has signed a tax


combating tax fraud or tax evasion and if the dividends are eligible to the allowance of

40% provided by Article 158, 3. 2° of the French Tax Code;

(b) 15% when the beneficial owner is an organization whose registered office is in a

European Union member state or a European Economic Area member state that has

signed a tax agreement with France that contains an administrative assistance clause

with a view to combating tax fraud or tax evasion, and that would, if it had its

registered office in France, be taxed in accordance with the special tax regime set forth

in paragraph 5 of Article 206 of the French Tax Code (which refers to organisms

generally referred to as “non-profit organizations” (organismes sans but lucratif)) as

construed by paragraphs 580 et seq. of administrative guidelines BOI-IS-CHAMP-10-

50-10-40-20130325 and relevant case law; and

(c) 30% in all other cases.

However, regardless of the beneficial owner's tax residence or place of residence or registered

office, subject to the provisions of any double tax treaties, the dividends paid by issuers of

French Securities outside France in a NCST will be subject to withholding tax at the rate of

75%. The list of NCSTs is published by decree and is updated annually.

The withholding tax may be reduced or eliminated, in particular pursuant to (i) Article 119 ter

of the French Tax Code which is applicable, under certain conditions, to corporate

shareholders which have their effective place of management in a European Union member

state or a European Economic Area member state that has signed a tax agreement with France

that contains an administrative assistance clause with a view to combating tax fraud or tax

evasion, are subject to corporate tax in this state, hold at least 10% of the capital of the issuer

of French Securities during two years and fulfil the other requirements set forth in the above-

mentioned article, this percentage being reduced to 5% for corporate shareholders which fulfil

the requirements set forth in Article 145 of the French Tax Code and cannot benefit from a tax

credit for the French withholding tax in their country of tax residence, (ii) Article 119

quinquies of the French Tax Code if the company which receives the distribution has its

effective management in a member state of the European Union or in a third-party state which

has concluded with France a convention on mutual administrative assistance to combat tax

evasion and avoidance and which is subject to corporate tax in this state, the taxable earning of

the company is a loss in respect of the fiscal year during which distributions were released,

and as of the date of distribution, the issuer of French Securities has been under a procedure

which is similar to the French compulsory liquidation procedure or to (iii) any double tax

treaties that may apply.

In addition, the withholding tax is not applicable to dividends paid to certain mutual

investment funds incorporated under the laws of a foreign jurisdiction that (i) are based in an

member state of the European Union or in another state or territory that has signed a tax


combating tax fraud or tax evasion fulfilling the requirements of Article 119 bis 2 of the

French Tax Code, (ii) raise capital from a certain number of investors in order to invest for the

interest of those investors, in accordance with a defined investment policy, and (iii) have

characteristics similar to those required of collective undertakings fulfilling the conditions set

forth under Article 119 bis 2 of the French Tax Code and in the administrative guidelines BOI-

RPPM-RCM-30-30-20-70-20170607.

The Client should be aware that the position set out in this Clause of this Annexure is subject

to change from time to time and ICBCIS shall not, and is not obliged to, provide an update on


27


the development of tax positions which may affect the Client. The Client is advised to consult

its usual tax advisor in order to determine the modalities according to which these provisions

may apply to its own situation.

The Client is advised to seek professional advice from its usual tax advisor to determine

whether it is likely to be subject to the legislation on NCSTs and/or to be able to claim the

right to benefit from a reduction of or an exemption from the withholding tax, and to define

the practical procedures to be applied therewith, including, without limitation, those set out in

administrative guidelines BOI-INT-DG-20-20-20-20-20120912 relating to the so-called

"standard" and "simplified" procedures for the reduction of and exemption from withholding

tax as regards double tax treaties.

Where the Client is not a French Resident, the Client must also comply, in connection with the

dividends paid by issuers of French Securities, with the tax legislation in force in their state of

tax residence, as amended by any double tax treaty entered into by France and that state from

time to time.


28


Annexure 5

UK

This Annexure applies in respect of securities trading services in UK Securities (as defined below)





trading in UK Securities.



1. DEFINITIONS


"Acting in concert" has the meaning given in the Takeover Code;

"Applicable Laws and Regulations" means the FCA Rules and all other UK applicable laws,

rules and regulations in force from time to time which apply to the Agreement;

"Authorised Person" means a person authorised to carry on regulated activities under the

FSMA;

"CJA" means the UK Criminal Justice Act 1993;

"DTR" means the Disclosure, Guidance and Transparency Rules of the FCA;

"FCA" means the UK Financial Conduct Authority or any successor body or authority that

assumes relevant functions of the FCA;

"FSMA" means the UK Financial Services and Markets Act 2000;

"Inside Information" means inside information in respect of an Relevant Issuer within the

meaning of (i) Article 7 of the Market Abuse Regulation and/or (ii) Section 56 of the CJA;

"LSE" means London Stock Exchange plc which trades as the “London Stock Exchange”

including, where the context so permits, any committee, sub-committee, employee or officer

to whom any function of London Stock Exchange plc may for the time being be delegated;

"Market Abuse" means any conduct that would amount to insider dealing or market

manipulation pursuant to Market Abuse Regulation, the CJA or the UK Financial Services Act

2012;

"Market Abuse Regulation" means regulation (EU) n° 596/2014 of the European Parliament

and of the Council of 16 April 2014 on market abuse;

"MiFID 1" means Directive 2004/39/EC of the European Parliament and of the Council on

markets in financial instruments and amending Council Directives 85/611/EEC and 93/6/EEC

and Directive 2000/12/EC of the European Parliament and of the Council and repealing

Council Directive 93/22/EEC;

"MiFID 2" means Directive 2014/6/EU of the European Parliament and of the Council of 15

May 2014 on markets in financial instruments and amending Directive 2002/92/EC and

Directive 2011/61/EU (recast);


29


"MiFIR" means Regulation 2014/600/EU of the European Parliament and of the Council on

markets in financial instruments and amending Regulation (EU) No 648/2012;

"MiFIR Transaction Reporting RTS" means Commission Delegated Regulation (EU) 2017

590 of 28 July 2016;

"PDMR" means a person discharging managerial responsibilities in respect of a Relevant

Issuer within the meaning of the Market Abuse Regulation or a person closely associated with

such a person;

"Relevant Issuer" means an issuer of UK Securities;

"Short Selling Regulation" means Regulation 236/2012/EU on short selling and certain

aspects of credit default swaps;

"Takeover Code" means the City Code on Takeovers and Mergers;

"UK Multilateral Trading Facility" means a multilateral trading facility as defined under

MiFID 1 or MiFID 2 the operator of which has its head office located within the United

Kingdom;

"UK Regulated Market" means a regulated market within the meaning of MiFID 1 or MiFID

2 for which the United Kingdom is the Home Member State; and

"UK Securities" means shares, stocks or other equity securities or debt securities listed on the

Official List of the UK Listing Authority and/or admitted to trading on the LSE (including the

Main Market and AIM) or any other UK Regulated Market or UK Multilateral Trading

Facility.




(a) the Client is not a UK Resident;

(b) in respect of the UK Securities being traded as part of any Transaction, the Client

either (i) does not possess any Inside Information or (ii) if it possesses Inside

Information, shall not enter into a Transaction whilst in possession of such Inside

Information other than in circumstances in which doing so would not contravene the

CJA or the Market Abuse Regulation;

(c) the Client (i) is not a PDMR of the Relevant Issuer or (ii) is a PDMR of the Relevant

Issuer shall comply with (f) below;

(d) the Client (together with any persons with whom it is Acting in Concert) (i) would not, as a result of any Transaction(s), directly or indirectly hold, an interest in UK Securities

carrying 30% or more (or other applicable thresholds as imposed under the Takeover Code)

of the voting rights of any Relevant Issuer or (ii) has complied with, and will continue to

comply with, all applicable provisions of the Takeover Code in respect of mandatory

offers;

(e) the Client, where applicable, shall comply with and be responsible for all filings,

notifications, reports or other requirements in relation to Transactions, including, but

not limited to,

(i) disclosures required under the DTR;


30


(ii) the disclosure of Transactions made by PDMRs, pursuant to Article 19 of the

Market Abuse Regulation;

(iii) disclosures of short sales of UK Securities required under the Short Selling

Regulation;

(iv) the approval of the FCA or Prudential Regulation Authority for any

Transaction constituting an acquisition of or an increase "control" over an

Authorised Person pursuant to Part XII of FSMA, and a notification to the

FCA or PRA where required under FSMA in the case of any Transaction

resulting in a reduction or cessation of control over an Authorised Person; and

(v) the filing of any document, the making of any announcement or other

disclosure required under the Takeover Code;

(f) the Client is not engaged in and shall not engage in Market Abuse;

(g) trading in UK Securities will be executed through one or more Authorised Persons.

The Client acknowledges that Authorised Persons and the LSE are subject to

Applicable Laws and Regulations, compliance with which will require ICBCIS to

provide information about the Client and the Account, including but not limited to,

information required in order to comply with transaction reporting obligations under

MiFID 2 and MiFIR. Such information may include confidential information and

personal data, and may where the Client is a legal entity include a Legal Entity

Identifier or where the Client is a natural person may include the designation resulting

from the concatenation of the ISO 3166-1 alpha -2 or other personal information

specified in Article 6 of the MiFIR Transaction Reporting RTS;

(h) the Client shall not engage in trading of UK Securities in any Transaction where such

trade would breach Rule 4 (Restrictions on Dealings) or any other provision of the

Takeover Code;

(i) the Client shall not engage in trading of UK Securities in any Transaction where such

Transaction would breach the Short Selling Regulation;

(j) the Client shall not engage in trading of UK Securities in any Transaction where such

Transaction would require the prior approval or consent of any merger control, anti-

trust or competition authority including, without limitation, the UK Competition and

Markets Authority (and any successor body) and the EU Commission (unless such

prior approval or consent has been duly obtained);

(k) the Client has familiarised itself with the constitutional documents of any Relevant

Issuer in whose UK Securities it proposes to trade and shall not engage in trading of

UK Securities in any Transaction where such Transaction would require the prior

approval or consent of any person or body (unless such prior approval or consent has

been duly obtained); and

(l) the Client is (i) in compliance with all Applicable Laws and Regulations in respect of

anti-money laundering and counter-terrorist financing and (ii) is not a designated

person listed under EU or UK trade or financial sanctions regimes, and (ii) is not listed

on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury.


deemed to be (i) made on behalf of any ultimate beneficial owner on whose behalf the Client


31


acts and (ii) repeated immediately before each Transaction or dealing is carried out for or any







incorrect.

3. TAX

3.1 Tax risk factors

This Clause 3 provides a general summary of certain UK tax considerations relating to the

ownership and disposal of the UK Securities. It is based on current UK tax law and published

HM Revenue & Customs ("HMRC") practice as at the date of this Annexure, both of which

are subject to change at any time, possibly with retrospective effect. It applies only to holders

of UK Securities who are not resident (and, in the case of individuals, not resident and

domiciled) in the UK for tax purposes and who do not have a permanent establishment, branch,

agency or fixed base in the UK through which the UK Securities are acquired, held or used

("non-UK Holders"). This Clause 3 applies to those UK Securities that relate to companies

that are resident for tax purposes only in the UK.

Withholding Tax

3.2 Dividend payments in respect of the UK Securities are made without withholding for UK tax,

or deduction on account of UK tax.

Receipt of Dividends

3.3 A non-UK Holder of the UK Securities residing outside the UK may be subject to taxation on

dividend income under applicable local law. Such holders should consult their own tax adviser

concerning their tax position on dividends received in respect of the UK Securities.

Taxation of Disposals

3.4 A non-UK Holder of the UK Securities residing outside the UK may be subject to taxation on

disposal of UK Securities under applicable local law. Such holders should consult their own

tax adviser concerning their tax position on disposals of UK Securities.

Stamp Duty Reserve Tax

3.5 Paperless transfers of the UK Securities within CREST may be liable to UK Stamp Duty

Reserve Tax ("SDRT") at the rate of 0.5% of the amount or value of the consideration (or such

other rate as may be applicable from time to time under the UK laws). CREST is obliged to

collect SDRT on relevant transactions settled within the system. Under the CREST system, no

SDRT will arise on a transfer of the UK Securities into the system unless such a transfer is

made for a consideration in money or money's worth, in which case a liability to SDRT

(usually at a rate of 0.5%) will arise.

Inheritance Tax

3.6 The UK Securities will be assets situated in the United Kingdom for the purposes of UK

inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets


32


may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax

even if the holder is neither domiciled in the United Kingdom nor deemed to be domiciled

there under certain rules relating to long residence or previous domicile. For inheritance tax

purposes, a transfer of assets at less than full market value may be treated as a gift and

particular rules apply to gifts where the donor reserves or retains some benefit.

3.7 Special rules also apply to close companies and to trustees of settlements who hold UK

Securities, bringing them within the charge to inheritance tax. Non-UK Holders should consult

an appropriate tax adviser if they intend to make a gift or transfer at less than market value or

intend to hold any UK Securities through trust arrangements.

3.8 The Client should be aware that the position set out in this Annexure is subject to change from

time to time and ICBCIS shall not, and is not obliged to, provide an update on the

development of tax positions which may affect the Client. The Client is advised to consult its

own tax advisor on potential consequences.


33


Annexure 6

Germany

This Annexure applies in respect of securities trading services in German Securities (as defined below)





trading in German Securities.



1. DEFINITIONS


"Acting in concert" has the meaning given in sec. 30(2) WpÜG:

"Applicable Laws and Regulations" means the all German and EU applicable laws, rules and

regulations in force from time to time which apply to the Agreement;

"AWG" means the German Foreign Business Act (Außenwirtschaftsgesetz);

"BaFin" means the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht);

"BMWi" means the German Federal Ministry of the Economy

(Bundeswirtschaftsministerium);

"EU" means the European Union;

"FSE" means the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) operated by

Deutsche Börse AG as the FSE's carrier enterprise (Trägerunternehmen);

"German Multilateral Trading Facility" means a multilateral trading facility as defined

under MiFID 1 or MiFID 2 the operator of which has its head office located within Germany;

"German Regulated Market" means a regulated market within the meaning of MiFID 1 or

MiFID 2 for which Germany is the Home Member State;

"German Resident" means resident of Germany for tax purposes, i.e. either an individual

having his or her place of residence or habitual abode within the meaning of sec. 8 and 9 of the

German Fiscal Code (Abgabenordnung) in Germany or a corporation having its registered seat

or place of management within the meaning of sec. 10 and 11 of the German Fiscal Code in

Germany;

"German Securities" means shares, stocks or other equity securities or debt securities listed

in the regulated market (regulierter Markt) on the FSE (including the General Standand and

Prime Standard Segments) or included in the trading in the Open Market (Freiverkehr) of the

FSE or any other German Regulated Market or German Multilateral Trading Facility.

"Inside Information" means inside information in respect of an Relevant Issuer within the

meaning of (i) Article 7 of the Market Abuse Regulation;


34


"Market Abuse" means any conduct that would amount to insider dealing or market

manipulation pursuant to Market Abuse Regulation;

"Market Abuse Regulation" means regulation (EU) n° 596/2014 of the European Parliament

and of the Council of 16 April 2014 on market abuse;

"MiFID 1" means Directive 2004/39/EC of the European Parliament and of the Council on

markets in financial instruments and amending Council Directives 85/611/EEC and 93/6/EEC

and Directive 2000/12/EC of the European Parliament and of the Council and repealing

Council Directive 93/22/EEC;

"MiFID 2" means Directive 2014/6/EU of the European Parliament and of the Council of 15

May 2014 on markets in financial instruments and amending Directive 2002/92/EC and

Directive 2011/61/EU (recast);

"MiFIR" means Regulation 2014/600/EU of the European Parliament and of the Council on

markets in financial instruments and amending Regulation (EU) No 648/2012;

"MiFIR Transaction Reporting RTS" means Commission Delegated Regulation (EU) 2017

590 of 28 July 2016;

"Non-German Resident" means a person not qualifying as German Resident;

"PDMR" means a person discharging managerial responsibilities in respect of a Relevant

Issuer within the meaning of the Market Abuse Regulation or a person closely associated with

such a person;

"Permanent Establishment" has the meaning given in sec. 12 and 13 of the German Fiscal

Code and includes, therefore, a permanent representative;

"Relevant Issuer" means an issuer of German Securities;

"Short Selling Regulation" means Regulation 236/2012/EU on short selling and certain

aspects of credit default swaps;

"WpAV" means the German Securities Trading Notification Ordinance

(Wertpapierhandelsanzeigeverordnung);

"WpHG" means the German Securities Trading Act (Wertpapierhandelsgesetz); and

"WpÜG" means the German Securities Acquisition and Takeover Act (Wertpapierwerbs- und

Übernahmegesetz).




(a) the Client is not a German Resident;

(b) in respect of the German Securities being traded as part of any Transaction, the Client

either (i) does not possess any Inside Information or (ii) if it possesses Inside

Information, shall not enter into a Transaction whilst in possession of such Inside

Information other than in circumstances in which doing so would not contravene the



35


(c) the Client (i) is not a PDMR of the Relevant Issuer or (ii) is a PDMR of the Relevant

Issuer who shall comply with (e) (ii) below;

(d) the Client (together with any persons with whom it is Acting in Concert) (i) would not,

as a result of any Transaction(s), directly or indirectly hold, an interest in German

Securities carrying 30% or more (or other applicable thresholds as imposed under the

WpÜG) of the voting rights of any Relevant Issuer or (ii) has complied with, and will

continue to comply with, all applicable provisions of the WpÜG in respect of

mandatory offers;

(e) the Client, where applicable, shall comply with and be responsible for all filings,

notifications, reports or other requirements in relation to Transactions, including, but

not limited to,

(i) disclosures required under the WpHG and the WpAV;

(ii) the disclosure of Transactions made by PDMRs, pursuant to Article 19 of the


(iii) disclosures of short sales of German Securities required under the Short

Selling Regulation; and

(iv) the filing of any document, the making of any announcement or other

disclosure required under the WpÜG;

(f) the Client is not engaged in and shall not engage in Market Abuse;

(g) trading in German Securities will be executed through one or more locally authorized

financial intermediaries or trading venues. The Client acknowledges that such

financial intermediaries and trading venues where the trades are executed are subject

to Applicable Laws and Regulations, compliance with which will require ICBCIS to

provide information about the Client and the Account, including but not limited to,

information required in order to comply with transaction reporting obligations under

MiFID 2 and MiFIR. Such information may include confidential information and

personal data, and may where the Client is a legal entity include a Legal Entity

Identifier or where the Client is a natural person may include the designation resulting

from the concatenation of the ISO 3166-1 alpha -2 or other personal information

specified in Article 6 of the MiFIR Transaction Reporting RTS. The Client further

acknowledges that without such information, it may not be possible to execute the

trade;

(h) the Client shall not engage in trading of German Securities in any Transaction where

such Transaction would breach the Short Selling Regulation or any other Applicable

Laws and Regulations;

(i) the Client shall not engage in trading of German Securities in any Transaction where

such Transaction would require the prior approval or consent of any merger control,

anti-trust or competition authority including, without limitation, the German

Competition and Markets Authority (and any successor body) and the EU Commission

(unless such prior approval or consent has been duly obtained);

(j) the Client shall not engage in trading of German Securities in any Transaction where

such transaction would require the approval or consent of any supervisory authority

under ownership control or similar proceedings including without limitation the BaFin


36


and the European Central Bank (unless such prior approval or consent has been duly

obtained);

(k) the Client shall not engage in trading of German Securities in any Transaction where

such transaction would require the sector-specific approval or consent of any

competent foreign investment authority including without limitation the BMWi under

the AWG (unless such prior approval or consent has been duly obtained);

(l) the Client has familiarised itself with the constitutional documents of any Relevant

Issuer in whose German Securities it proposes to trade and shall not engage in trading

of German Securities in any Transaction where such Transaction would require the

prior approval or consent of any person or body (unless such prior approval or consent

has been duly obtained); and

(m) the Client is (i) in compliance with all Applicable Laws and Regulations in respect of

anti-money laundering and counter-terrorist financing and (ii) is not a designated

person listed under EU or German trade or financial sanctions regimes, and (ii) is not

listed on the Consolidated List of Financial Sanctions Targets (Finanzsanktionsliste)

maintained by the German federal and state judiciary (www.finanz-sanktionsliste.de).


deemed to be (i) made on behalf of any ultimate beneficial owner on whose behalf the Client

acts and (ii) repeated immediately before each Transaction or dealing is carried out for or any







incorrect.

3. TAX

3.1 This Clause 3 provides a general summary of certain German tax considerations relating to the

ownership and disposal of the German Securities. It is based on current German tax law as at

the date of this Annexure, both of which are subject to change at any time, possibly with

retrospective effect. It applies only to holders of German Securities who are Non-German

Resident and who do not have a Permanent Establishment in Germany through which the

German Securities are acquired, held or used ("Non-German Holders"). This Clause 3

applies to those German Securities that relate to or issued by German Resident companies only.

Taxation of dividends

3.2 Dividends are subject to a deduction at source (withholding tax) at a 25% rate plus a solidarity

surcharge of 5.5% on the amount of withholding tax (amounting in total to a rate of 26.375%)

and church tax (Kirchensteuer), if applicable. The basis for determining the dividend

withholding tax is the dividend approved for distribution by the relevant company’s

shareholders’ meeting. In general, dividend withholding tax is withheld regardless of whether

and, if so, to what extent the shareholder must report the dividend for tax purposes and

regardless of whether the shareholder is a resident of Germany or of a foreign country.

The dividend withholding tax rate for dividends paid to Non-German Resident shareholders

may be reduced up to 0% in accordance with the EU Parent-Subsidiary Directive or any

applicable double taxation treaty between Germany and the relevant shareholder’s country of

http://www.finanz-sanktionsliste.de/


37


residence under certain circumstances. For the reduced withholding tax rate to be applicable,

the shareholder has to apply for an exemption from the Federal Central Office of Taxation

(Bundeszentralamt für Steuern) with address at An der Küppe 1, 53225 Bonn, Germany. The

full exemption from the German dividend withholding tax generally requires that the relevant

corporate shareholder has directly held at least 10% of the Company’s registered share capital

and that certain further prerequisites are met. Forms for the refund and exemption procedure

may be obtained from the Federal Central Office of Taxation (Bundeszentralamt für Steuern),

as well as German embassies and consulates.

Non-German Resident corporations will upon application receive a refund of two fifths of the

dividend withholding tax that was withheld and remitted to the tax authorities subject to

certain requirements. This applies regardless of any further reduction or exemption provided

for under the EU Parent-Subsidiary Directive or a double taxation treaty. Foreign corporations

will generally have to meet certain stringent substance criteria defined by statute in order to

receive a (partial) exemption from, or (partial) refund of, German dividend withholding tax.

Shareholders that are individuals and do not hold the shares as business assets may apply for

exemption from dividend withholding tax to the extent such shareholder's capital income for

all types of capital income does not exceed the annual lump-sum allowance of EUR 801 (or

EUR 1,602 for jointly filing individuals).

Dividends paid to Non-German Resident shareholders maintaining a Permanent Establishment

in Germany and holding the shares as part of business assets of such Permanent Establishment

are subject to income taxation in Germany. The withholding tax (including solidarity

surcharge) will generally be credited against the respective shareholder's personal income tax

or corporate income tax liability, and any overpayment will be refunded.

The Client should seek own professional advice as to whether he can obtain a tax credit or tax

refund with respect to withholding taxes on dividends.

A Non-German Holder of the German Securities may be subject to taxation on dividend

income under applicable local law. Such holders should consult their own tax adviser

concerning their tax position on dividends received in respect of the German Securities.

Taxation of Capital gains

3.3 Capital gains realized by a Non-German Resident shareholder are only subject to German

income tax if the selling shareholder held a participation of at least 1% of the share capital of a

German company at any point of time during the five years preceding the disposal or if the

shares form part of the business assets of a Permanent Establishment in Germany.

Most double taxation treaties provide for an exemption from German taxes and assign the right

of taxation to the shareholder’s country of tax residence in the former case.

Inheritance Tax

3.4 The transfer of shares to another person by inheritance or gift is generally only subject to

German inheritance or gift tax if:

(a) the decedent, donor, heir, beneficiary or other transferee maintained his domicile or

habitual abode in Germany, or had its place of management or registered office in

Germany at the time of the transfer, or is a German citizen who has spent no more than

five consecutive years (this term is extended to ten years for German expatriates with

residence in the United States) prior to the transfer outside Germany without

maintaining a residence in Germany (special rules apply to certain former German


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citizens who neither maintain their domicile nor have their habitual abode in

Germany); or

(b) the shares were held by the decedent or donor as part of business assets for which a

Permanent Establishment was maintained in Germany; or

(c) the decedent or donor, either individually or collectively with related parties, held,

directly or indirectly, at least 10% of the Company’s registered share capital at the

time of the inheritance or gift.

The few German double taxation treaties relating to inheritance tax and gift tax currently in

force usually provide that the German inheritance tax or gift tax can only be levied in the cases

of (a). above, and also with certain restrictions in case of (b) above. Special provisions apply

to certain German nationals living outside Germany and former German nationals.

3.5 The Client should be aware that the position set out in this Annexure is subject to change from

time to time and ICBCIS shall not, and is not obliged to, provide an update on the

development of tax positions which may affect the Client. The Client is advised to consult its

own tax advisor on potential consequences.

Documents

APPENDIX FOR OVERSEAS SECURITIES TRADING