Asia Pacific Acknowledgement

Transcription

1 AES The Standard in Algorithmic Trading Asia Pacific Acknowledgement Title:* Mr. Ms. Surname* First Name* Company* Do you acknowledge that you have read the following Automated Order Routing System Terms and Conditions and will abide by the rules of the exchanges to the best of your ability?* Yes No I would like Smart Order Routing in Japan. Yes No Submit

2 AES The Standard in Algorithmic Trading Asia Automated Order Routing System Terms and Conditions CREDIT SUISSE (HONG KONG) LIMITED ( Credit Suisse ) of Level 88, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong has developed the Automated Order System which will allow any customer (the User ) to access, directly or indirectly via Credit Suisse s affiliate with which the User has entered into a Trading Agreement, Credit Suisse s market trading system to submit Orders relating to the sale and/or purchase of financial instruments, via Credit Suisse, to the relevant exchange on the basis that each Transaction is or will be governed by these Terms and Conditions which include any Annex hereto and any Trading Agreements. 1 Definitions In these Terms and Conditions, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:- Applicable Laws includes, but is not limited to, any rules, regulations, orders, decisions, procedures and other requirements whatsoever whether having legal force or otherwise of any applicable regulatory body, exchange, clearing house, governmental or other authority to which a party or the execution and/or clearing of any transactions under the Trading Agreements is subject. Loss means any and all loss, damage, costs, charges and/or expenses of whatsoever nature and howsoever arising, including legal fees on a full indemnity basis, cost of funding and loss or cost incurred by either Credit Suisse or the User (including, but not limited to, the Credit Suisse Group) as a result of the terminating, liquidating or re-establishing of any hedge or related trading position; Receipt Acknowledgement means an electronic message automatically forwarded to the User by Credit Suisse acknowledging receipt by Credit Suisse of an Order; Securities means the securities listed and traded on the relevant exchange which the User is accessing through the Automated Order Routing System and includes, but is not limited to, equity, debt, warrants and options; Trading Agreements means any and all documentation between the User and Credit Suisse and/or any of Credit Suisse s affiliates and includes without limitation customer agreements, securities lending agreements and custody agreements as agreed or amended from time to time; and Transaction means any transaction in any Securities as may be permitted by Credit Suisse. 2 General Conditions 2.1 Credit Suisse (or, through one of its affiliates with which the User has entered into a Trading Agreement as the case may be) hereby grants the User a limited non-exclusive, non-transferable right to access, directly or indirectly via such Credit Suisse s affiliate, Credit Suisse's automated order routing system to submit orders to a relevant exchange (the "Orders"), through either a Credit Suisse proprietary or vendor provided electronic front-end trading interface and certain telecommunications systems, using Credit Suisse's connectivity to the relevant exchanges and certain of Credit Suisse's proprietary software (the "Automated Order Routing System"), tools, models and services, including Credit Suisse's Advanced Execution Services, subject to these Terms and Conditions. 2.2 The User s use of the Automated Order Routing System is an automatic and irrevocable confirmation by the User that all of the User s Orders are duly authorized and in accordance with the Applicable Laws. Credit Suisse is not bound to enquire into the placement of any Order or its terms. 2

3 2.3 Credit Suisse may, at any time without notice to the User:- limit, suspend or terminate the Automated Order Routing System; and/or revoke or suspend the User's access to and use of the Automated Order Routing System. 2.4 The User s relationship with Credit Suisse pursuant to these Terms and Conditions is limited to the access to and use by the User of the Automated Order Routing System, and the User shall be responsible for compliance with the Applicable Laws. 2.5 The User shall, at all times, ensure that the integrity and security of the Automated Order Routing System is preserved and maintained. 3 Term and Termination 3.1 Either Credit Suisse or the User shall be entitled to terminate these Terms and Conditions upon thirty (30) days' prior written notice to the other party, except that Credit Suisse reserves the right to suspend the User's use of the Automated Order Routing System or immediately terminate these Terms and Conditions at any time. 3.2 For the avoidance of doubt, termination of these Terms and Conditions shall not affect the rights and liabilities of the parties that have accrued prior to such termination. 3.3 Clauses 10, 11 and 12 shall survive termination of these Terms and Conditions. 4 Orders 4.1 All Orders placed through the Automated Order Routing System are at the User's risk. 4.2 Credit Suisse may pass Orders to any of its affiliates for execution and settlement and these Terms and Conditions shall apply to all Transactions entered into by the User via the Automated Order Routing System with any such affiliate. 4.3 A Receipt Acknowledgement shall be sent electronically to the User for each Order submitted by the User through the Automated Order Routing System. The Automated Order Routing System shall only be deemed to have received any Order when a Receipt Acknowledgement has been sent in respect of that Order. 4.4 The User acknowledges and agrees that the Automated Order Routing System may reject any Order without having to provide a reason. Such rejection shall be notified to the User automatically provided that failure to notify shall not prejudice the effectiveness of any rejection. 4.5 It is the User's responsibility to ensure that an Order has been duly transmitted, received and processed. 4.6 The User acknowledges that, for the purposes of determining whether to allow an Order to be routed through to the relevant exchange for execution, Credit Suisse may conduct a systemic review of the Order. Accordingly, any such Order that is cleared to be passed through to the relevant exchange for execution may therefore be delayed. 4.7 The User may give Credit Suisse an Order to cancel or vary a previous Order by submitting a message via FIX to Credit Suisse s system, or by contacting the Automated Order Routing System Support, provided that Credit Suisse shall have no liability to the User if the Order was not cancelled or varied notwithstanding Credit Suisse's receipt of such an Order. 4.8 The User may from time to time enter good till date ( GTD ) and good till cancelled (GTC ) Orders into the Automated Order Routing System which may be executed (partially or fully) by Credit Suisse, following Receipt Acknowledgement, at any time up to and including the date specified in the Order (in the case of a GTD) or the date of cancellation (in the case of a GTC). In the event of termination pursuant to clause 3 above, Credit Suisse may, in its absolute discretion, either: cancel any outstanding GTC or GTD and Credit Suisse shall have no liability whatsoever to the User in the event of cancellation pursuant to this clause, or execute such GTC or GTD either partially or fully up to and including the date specified (in the case of a GTD) or the date of cancellation (in the case of a GTC). The User acknowledges and agrees that it will be liable for the settlement of all Orders including, for the avoidance of doubt, GTC or GTD Instructions, executed (whether fully or partially) by Credit Suisse (or any of its affiliates) following receipt of a valid Order even where such Order was executed after termination of these Terms and Conditions. 3

4 5 Commission The User shall promptly pay all of Credit Suisse s fees and/or other charges at such rates and in such manner as shall be mutually determined from time to time. 6 Trading Restrictions and Conditions 6.1 The User's Orders will be subject to trading restrictions and conditions that Credit Suisse may establish, revise and communicate to the User from time to time Whenever the User transacts in Japanese securities, Annex 1 shall strictly apply. Whenever the User transacts in Australian securities, Annex 2 shall strictly apply. Whenever the User transacts in Hong Kong securities, Annex 3 shall strictly apply. Whenever the User transacts in Singapore securities, Annex 4 shall strictly apply. Whenever the User transacts in Taiwanese securities, Annex 5 shall strictly apply. Whenever the User transacts in Thailand securities, Annex 6 shall strictly apply. Whenever the User transacts in Malaysian securities, Annex 7 shall strictly apply. Whenever the User transacts in New Zealand securities, Annex 8 shall strictly apply. Whenever the User transacts in Indonesian securities, Annex 9 shall strictly apply Whenever the User transacts in China Connect Securities (as defined in Annex 10), Annex 10 shall strictly apply For the avoidance of doubt, the User agrees that any Order which amounts to a short sale in any jurisdiction shall be clearly identified as such to Credit Suisse at the time of placing such Order The foregoing trading restrictions and conditions are not exhaustive. 7 Authorised Persons 7.1 The User shall limit access to the Automated Order Routing System to those authorised persons for whom such access is necessary to perform their duties as an officer or employee of the User (the Authorised Persons ). The User shall be responsible for the actions of any persons authorised or unauthorised, who gain access to the Automated Order Routing System through the User. 7.2 Credit Suisse shall not be liable for inappropriate security, if any, of any network services through which the User may access the Automated Order Routing System, or for any unauthorised use of the Automated Order Routing System by the User or any of the User s directors, officers, employees, contractors or agents. 8 Representations, Warranties and Undertakings 8.1 The User represents and warrants to Credit Suisse as follows:- (c) (d) (e) Laws; (f) that these Terms and Conditions are legal, valid and binding obligations of the User, enforceable against the User; that it has all authorisations, consents, licences or approvals (whether under the Applicable Laws or otherwise) required to accept and agree these Terms and Conditions, to access and use the Automated Order Routing System, and to give Credit Suisse Orders; that any Orders placed are solely and exclusively based on its own judgment and after its own independent appraisal and investigation into the risks associated with such Orders or dealings; that any person(s) empowered to act on the User's behalf have been duly authorised; that each of the Authorised Persons is familiar with, understands, and will keep themselves updated on the Applicable that it has read and familiarised itself, as appropriate, with the rules of all relevant exchanges; (g) that it and its Authorised Persons understand the importance of safety precautions needed to be taken in using the Automated Order Routing System; (h) that it has in place adequate arrangements to monitor Orders entered through the Automated Order Routing System. 4

5 8.2 The above representations, warranties, agreement and undertakings shall be deemed repeated whenever the User transmits Orders using the Automated Order Routing System. 9 Notice by the User The User shall notify Credit Suisse immediately upon its becoming aware of either of the following:- any unauthorised use of the Automated Order Routing System; or any failure by the User to receive a Receipt Acknowledgement, statement, confirmation, advice and/or other appropriate response in the ordinary course of business that any Order has been received and/or executed or if the User receives a Receipt Acknowledgement, statement, confirmation, advice and/or response relating to an Order which the User did not place. 10 Confidentiality 10.1 Both parties undertake not to disclose to any person or persons any confidential information and/or documents of the other party that it may acquire in the course of its access and use of the Automated Order Routing System; provided, however, that such confidential information may be disclosed (i) to the extent required by applicable law or regulation, or (ii) to the extent reasonably required for the performance of its obligations under these Terms and Conditions, or (iii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction or (iv) in connection with any regulatory report, audit or inquiry, or (v) where requested by a regulator with jurisdiction over a party The restrictions set out in Clause 10.1 on both parties shall not apply to information or knowledge which:- (c) (d) is publicly available or becomes publicly available through no act or omission or otherwise default of a party; is previously known to the disclosing party (which must be demonstrable) without an obligation of confidentiality; or independently developed by the disclosing party outside of these Terms and Conditions; or rightfully obtained by the disclosing party from third parties without an obligation of confidentiality. 11 Intellectual Property The User accepts and acknowledges the fact that all intellectual property rights (whether by way of copyright or otherwise) in the Automated Order Routing System vest solely in and shall remain the exclusive property of Credit Suisse or the relevant third party. The User therefore agrees not to do anything that will violate or infringe the relevant party's intellectual property rights and shall take all necessary measures to preserve and protect these rights. 12 Warranty Disclaimer The Automated Order Routing System is provided on an as is, as available basis. Credit Suisse and the Credit Suisse Group make no warranty, guarantee or representation of any kind, express or implied, and to the extent permitted by the Applicable Laws, expressly disclaims all statutory or implied warranties in relation to the Automated Order Routing System (and any results to be obtained from its use), including but not limited to warranties of satisfactory quality, quality or fitness for a particular purpose or use, accuracy, completeness, warranties arising from course of performance, course of dealing and usage of trade or their equivalents under the laws of any jurisdiction, and warranties that its functions will meet the User's requirements, that its operation will be timely, accessible, secure, complete, reliable, uninterrupted or error-free, or that it will be free of viruses or harmful components. 13 Regulatory Supervision Credit Suisse shall have no liability, and shall not be responsible, for any prejudice, loss or inconvenience which the User may suffer as a result of any action by any regulatory body in the exercise of its regulatory or supervisory functions over Credit Suisse. The User shall permit Credit Suisse and/or any regulatory body to have access to such terminals, computer systems or equipment in respect of the Automated Order Routing System as Credit Suisse and/or the regulatory body may request and the User shall co-operate in answering any of their queries and render all reasonable assistance to Credit Suisse and/or any regulatory body in relation to any aspect of the Automated Order Routing System. 14 General Indemnity The User agrees to indemnify Credit Suisse and each and every member of the Credit Suisse Group, and each of their respective employees and agents against any and all Loss arising against the indemnified persons as a result of any failure by the User to comply with these Terms and Conditions. 5

6 15 General Exclusion In addition and without prejudice to any other right or remedy of Credit Suisse (at law or otherwise), so long as Credit Suisse acts in good faith, Credit Suisse shall not be liable to the User in any respect for any Loss suffered by the User. Credit Suisse shall only be liable to the User if Credit Suisse has been grossly negligent, fraudulent or in wilful default. Without prejudice to the generality of the foregoing, Credit Suisse shall not be liable to the User for any indirect or consequential Loss suffered by the User, including any anticipated profits or punitive damages. 16 General 16.1 Neither Credit Suisse nor the User may assign any right of, interest in, or obligation under these Terms and Conditions to any third party without the prior written consent of the other party These Terms and Conditions supplement and/or amend and are to be read together with the Trading Agreements. In the event of any inconsistency between these Terms and Conditions and the Trading Agreements, these Terms and Conditions shall prevail The User agrees and acknowledges that these Terms and Conditions shall be for the benefit of Credit Suisse and each and every member of the Credit Suisse Group and can be enforced against the User by each of the members of the Credit Suisse Group as if they were a party to these Terms and Conditions A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Terms and Conditions provided that this does not affect any right or remedy of a third party which exists or is available apart from that Act These Terms and Conditions and the relationship between the User and Credit Suisse shall be governed by, and construed in accordance with, the laws of England. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England. 6

7 ANNEX 1 LIMITS AND CONDITIONS RELATING TO ORDERS INVOLVING JAPANESE SECURITIES 1. The User's Orders shall comply with the Applicable Laws including, but not limited to, the following prohibitions: "Unjust Trade Activities" pursuant to Article 157 of the Financial Instruments and Exchange Law of Japan and other related laws and rules; "Manipulation Transactions" pursuant to Article 159 of the Financial Instruments and Exchange Law of Japan and other related laws and rules; (c) "Short Selling Restrictions" pursuant to Article 162 of the Financial Instruments and Exchange Law of Japan and other related laws and rules; and (d) "Insider Trading" pursuant to Article 166 of the Financial Instruments and Exchange Law of Japan and other related laws, regulations and rules. 2. The User acknowledges and agrees that its Orders must not constitute a breach of the prohibitions listed in paragraph 1 of this Annex. 3. Further to the above, the User agrees that any Order which amounts to a short sale (pursuant to Article 26-3 of The Enforcement Ordinance of the Financial Instruments and Exchange Law of Japan) shall be clearly identified as such and ensure of borrow arrangement in advance to prevent any naked short sell order placement to Credit Suisse at the time of placing such Order. In addition, the User agrees to comply with both reporting requirement of short sell position and prior notification obligation with whom the locate has been arranged. Besides, the User agrees to notify custody information in advance in case of long sell order. 4. The User agrees to deliver relevant securities for any Order including a short sale by the settlement date. 5. Only market or limit Orders for cash transactions in Japanese equity will be accepted. 6. Orders in relation to securities listed on the Nagoya Stock Exchange are to be executed by another broker who is a member of the exchange. However Algorithmic Orders in relation to securities listed on such exchanges will not be accepted for execution. 7. Orders in certain stocks may not be accepted or executed in circumstances where Credit Suisse or an affiliate is restricted by regulations or internal rules from accepting or executing such orders. 8. Credit Suisse Securities (Japan) Limited (hereafter CSJL) offers AES Pathfinder (Smart Order Routing System) which searches for best execution opportunities within principal stock exchanges such as the Tokyo Stock Exchange, Proprietary Trading Systems (PTS), and Alternative Trading Venues (ATV). Upon client s authorization, AES Pathfinder will route and place an agency order of single stock, program, DMA or AES to the relevant indication price on the principal stock exchange. For dual-listed names, if the stock price on secondary-exchange, PTS, or ATV is better than that of principal exchange, SOR will execute the order on the venue which has the best price. Your agreement to these Terms and Conditions indicates your authorization for Credit Suisse Securities (Japan) Limited to enable AES Pathfinder for your orders. As part of our commitment to ensuring high quality execution, we continuously seek to improve our SOR by connecting to new venues that provide suitable sources of liquidity and adapting it to changing liquidity patterns. If you have any questions about AES Pathfinder or the venues that we access, please contact us so that we can provide you with all of the information that you need. 7

8 ANNEX 2 ADDITIONAL REPRESENTATIONS, WARRANTS AND CONFIRMATIONS FOR TRADING ON THE AUSTRALIAN SECURITIES EXCHANGE AND CHI-X AUSTRALIA Section 1 Where the User submits Orders to the Australian Securities Exchange (ASX) or Chi-X Australia (Chi-X) via the Automated Order Routing System (the System ) the User confirms as follows: 1. it, and its Authorised Persons, understand the dealing rules, procedures and practices of the ASX and Chi-X Market Integrity Rules issued by the Australian Securities and Investments Commission; and 2. it will ensure that each Transaction conducted by it using the System will be lawful and in particular, will ensure that its use of the System will not interfere with: the efficiency and integrity of the markets conducted by the ASX of Chi-X; or the proper functioning of the automated trading system provided for the trading of securities on ASX or Chi-X; and 3. it, and its Authorised Persons, have received, read and understood the documents entitled "ASIC Market Integrity Rules (ASX Market) 2010" (and any subsequent amendments) and "ASIC Market Integrity Rules (Chi-X Market) 2011" as set out in the links below ASIC Market Integrity Rules (ASX Market) 2010: ASIC Market Integrity Rules (Chi-X Market) 2011: and the Direct Market Access Core Trading Rules Handbook set out below; and 4. it and its Authorised Persons understand the Operating Rules of the ASX and Chi-X as listed here: ASX Operating Rules: Chi-X Operating Rules: Section 2: Short Selling I am aware of the disclosure obligations with respect to Covered Short Sales. I agree to comply with these obligations by correctly specifying (in the manner required by Credit Suisse) whether the sale is a Covered Short Sale or is a Long Sale at the time of placing the order. Any order so placed via electronic means will use FIX Tag 54. 8

9 Section 3: Crossings in Australia By default, Credit Suisse will not accept any Orders on behalf of a User where the potential exists for the User to be both the buyer and the seller in respect of such Order. If the User who you are authorized by wants to remove this restriction, please confirm the following: I confirm that on all occasions where this User is both the buyer and the seller of securities in a particular transaction, this will always result in a change of beneficial ownership (i.e. the underlying clients are different). Where I have knowingly submitted an Order that has resulted in a transaction effecting no change of beneficial ownership, I agree to immediately notify Credit Suisse of that occurrence to facilitate the cancelling and re-booking of that trade. Section 4: Crossfinder Australia Information regarding Credit Suisse s crossing system (CrossfinderTM Australia) can be accessed via the below link: 9

10 ANNEX 3 CONDITIONS RELATING TO ORDERS INVOLVING HONG KONG SECURITIES 1. The User agrees it shall notify Credit Suisse, at the time of placing an Order, whether or not such Order amounts to a Short Selling Order (as defined in the Hong Kong Securities and Futures Ordinance.). 2. The User agrees that, in connection with any Order that amounts to a Short Selling Order, it shall provide confirmation to CREDIT SUISSE that such Order amounts to covered Short Selling. For the purposes of this Annex, covered Short Selling takes place where, at the time of placing an Order, the User does not own the Securities but has a presently exercisable and unconditional right to vest the Securities in the purchaser of them by virtue of having:- under a securities borrowing or lending agreement, borrowed the securities or obtained a hold notice from a stocklender to borrow the amount of securities being sold; or owned presently exercisable options, subscription rights, warrants, convertibles, exchangeable securities (such as ADRs and TraHK units) or similar rights to acquire the underlying Securities. In relation to above, where the User issued unconditional instructions to obtain the underlying Securities prior to placing the Order, the sale is a long sale rather than a covered Short Sale (unless at the time of the Order, the User s right to deliver those Securities to the purchaser derives from a stock borrowing). 2a To comply with this requirement, the User shall use the relevant FIX protocol functionality, FIX TAG 114, ( Tag 114 ) as follows: a. The User shall input Y to set the Tag 114 to Y with a short selling order if the User wishes CREDIT SUISSE to lend the securities to, or borrow the securities for, the User. If CREDIT SUISSE does not provide such securities borrowing and lending service or there are no such securities available, the Order will be rejected without notification. b. The User shall input N to set the Tag 114 to N with a short selling order if the User is fully covered. Each time the User inputs N to set Tag 114 to N with an Order, the User hereby agrees and represents that it is providing the following assurance as a confirmation document to CREDIT SUISSE and its affiliates: This confirmation relates to this order to sell. We (for ourselves or any person for whom we are acting) confirm the following: (1) our order is a short sale order; (2) we have a presently exercisable and unconditional right to vest the securities to which the order relates in the purchaser of such securities; and (3) to the extent that we have (i) borrowed the securities or (ii) obtained a confirmation from the lender that it has the securities available to lend, the lender has the securities available to lend to us. 2b When the word covered / cover is appeared in the order instruction / text field of a short selling order, the User agrees and represents that it is providing the following document assurance to CREDIT SUISSE and its affiliates: This confirmation relates to this order to sell. We (for ourselves or any person for whom we are acting) confirm the following: (1) our order is a short sale order; 10

11 (2) we have a presently exercisable and unconditional right to vest the securities to which the order relates in the purchaser of such securities; and (3) to the extent that we have (i) borrowed the securities or (ii) obtained a confirmation from the lender that it has the securities available to lend, the lender has the securities available to lend to us. 2c and such document assurance will be deemed to apply to all subsequent order amendments in respect of such short selling order For User who does not use the relevant FIX protocol functionality or Tag 114 or the short selling order does not contain the word covered / cover in the text field, the User agrees to provide the documentary assurance to CREDIT SUISSE for each Short Selling Order to our satisfaction and as required in accordance with the Hong Kong Securities and Futures Ordinance. 1. The User acknowledges that CREDIT SUISSE shall implement a limit-checking engine within the Automated Order Routing System which shall only accept for execution those Orders that are within certain specified parameters set by CREDIT SUISSE. 2. For the purpose of this Annex, Applicable Laws shall include, but are not limited to, the following: The Rules of The Stock Exchange of Hong Kong Limited Securities and Futures Ordinance 11

12 ANNEX 4 CONDITIONS RELATING TO ORDERS INVOLVING SINGAPORE SECURITIES 1. The User confirms it has received, read and understood the Automated Client Order Processing Core Trading Rules Handbook The User's Orders shall comply with: all laws, regulations and guidelines on the commission of securities offences and the maintenance of a fair and orderly market in force from time to time; and the Singapore Exchange's Business Rules, the Clearing House Rules, the Central Depository Rules and all other rules, directives, guidelines and/or circulars as may be prescribed from time to time, particularly those related to automated order routing and/or direct market access. 3. The User acknowledges and agrees that: Credit Suisse is required and shall be entitled to provide to the Singapore Exchange, Monetary Authority of Singapore and/or any other regulatory authorities that have jurisdiction over it ("Singapore Authority") information including but not limited to order information, identity and address of any person who may be responsible for the execution of an order or trade; and where the User places Orders on behalf of a third party, and Credit Suisse receives a request from a Singapore Authority, the User shall provide the third party's information including but not limited to order information, identity and address of any person who may be responsible for the execution of an order or trade, to Credit Suisse within 3 Singapore business days of receipt by the User of such notification from Credit Suisse. 12

13 ANNEX 5 CONDITIONS RELATING TO ORDERS INVOLVING TAIWANESE SECURITIES 1. The relevant exchanges shall mean the Taiwan Stock Exchange and/or the Taipei Exchange. 2. The User acknowledges and agrees that the Orders placed in electronic form through the Automated Order Routing System may take time to transmit, and are not completed instantaneously. Thus, where the market price changes quickly, it cannot be guaranteed that the time which the Order is executed, or the result of a change or cancellation of an Order will necessarily conform to the User s expectations. 3. The User undertakes to promptly provide Credit Suisse with any information that it requires to verify the User s securities holdings. An Order may also be delayed to the extent necessary for Credit Suisse to ascertain whether the User is holding, either with its appointed custodian, or with Credit Suisse, sufficient shares in order for such Order to be settled, to the extent this remains a requirement under the Applicable Laws. The User hereby authorizes Credit Suisse to contact its custodian bank to verify the User s securities holdings. 4. The User acknowledges and agrees that it shall not place any short sell Order through the Automated Order Routing System. 5. Where the User is a representative acting for and on behalf of certain Foreign Institutional Investor Accounts, these Accounts must be separately provided by the User to Credit Suisse prior to commencement of trading Taiwanese securities (subject to amendment by way of written notification (including by facsimile or ) from the User to Credit Suisse). 6. The User acknowledges and agrees that Taiwan Stock Exchange and Taipei Exchange may require securities brokers to suspend, restrict or prohibit certain, in full or partial, trades under occurrence of an abnormal condition to affect the markets. 13

14 ANNEX 6 CONDITIONS RELATING TO ORDERS INVOLVING THAILAND SECURITIES 1. The relevant exchange shall mean the Stock Exchange of Thailand ( SET ). 2. The User acknowledges and agrees that Credit Suisse shall be entitled to provide to the Securities and Exchange Commission, SET, Thailand Clearing House, Bank of Thailand, Anti Money Laundering Office, Revenue Department and/or any other regulatory authorities that have jurisdiction over it ( Thailand Authority ) information including but not limited to order information, identity and address of any person who may be responsible for the execution of an order or trade as requested by Thailand Authority, upon receipt from Thailand Authority of such a request with respect to any Order. 3. The User further acknowledges and agrees that, where the User is placing Orders on behalf of any third party, and Credit Suisse receives a request from the Thailand Authority, the User shall provide the third party s information including but not limited to order information, identity and address of any person who may be responsible for the execution of an order or trade to Credit Suisse within 3 Bangkok business days of receipt by the User of such notification from Credit Suisse. 4. The User agrees that it shall comply with all applicable Thailand laws and regulations, in particular the rules, procedures and regulations of the SET when placing any Order through the Automated Order Routing System. 5. The User agrees that it shall make the Credit Suisse Thailand DMA Price Control Spreadsheet in the form set out in the Annex 6A available to each of its authorized users prior to such authorised user commencing placing Orders involving Thailand securities. 6. The User and its authorised users acknowledge that naked short selling is illegal. 7. The User acknowledges and agrees that notwithstanding the above, no warranty is given as to the accuracy or completeness of the information contained in Annex 6 and Annex 6A and no liability is accepted by Credit Suisse for any statement or opinion, or for any error or omission in Annex 6 and Annex 6A. The User further acknowledges and agrees that under no circumstance shall Credit Suisse be liable for any damages, trading losses, loss of profit or any other claim as a result of any action the User may take or refrain from taking based on the information contained in Annex 6 and Annex 6A. 14

15 ANNEX 6A Credit Suisse Thailand DMA Price Control Spreadsheet (Equities Trading) Local Shares Foreign Shares IPO Local IPO Foreign Suspended Local Shares Suspended Foreign Shares Reject ±10 spreads of projected price or last sale or previous day closing price (Ceiling and floor is 30% of previous day closing price) Reject ±60% of projected price or previous day main board closing price projected price or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected price or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected price projected price Reject ±10 spreads of last price. (Ceiling and floor is 30% of previous day closing price) Reject ±60% of previous day main board closing price Reject when ±30% of last sale (Ceiling 3 times, floor 0.5 time of the IPO price) Reject when ±30% of last sale or main board last sale (Ceiling 3 times, floor 0.5 time of the IPO price) Reject when ±30% of last sale Reject when ±30% of last sale or main board last sale Reject ±10 spreads of projected price or last sale or prior close price (Ceiling and floor is 30% of previous day closing price) Reject ±60% of previous day main board closing price projected price or last sale or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected price or last sale or main board last sale or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected or last sale projected price or last sale or main board last sale 14:30-16:30 Reject ±10 spreads of last price. (Ceiling and floor is 30% of previous day closing price) Reject ±60% of previous day main board closing price Reject when ±30% of last sale Reject when ±30% of last sale or main board last sale (Ceiling 3 times, floor 0.5 time of the IPO price) Reject when ±30% of last sale Reject when ±30% of foreign last sale or main board last sale 16:30-17:00 Reject ±10 spreads of projected price or last sale or prior close price (Ceiling and floor is 30% of previous day closing price) Reject ±60% of previous day main board closing price projected price or last sale or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected price or last sale or main board last sale or IPO price (Ceiling 3 times, floor 0.5 time of the IPO price) projected price or last sale projected price or foreign last sale or main board last sale 15

16 ANNEX 7 CONDITIONS RELATING TO ORDERS INVOLVING MALAYSIA SECURITIES 1. The User's Orders shall comply with: all laws, regulations and guidelines on the commission of securities offences and the maintenance of a fair and orderly market in force from time to time; and the Bursa Malaysia's Business Rules, the Clearing House Rules, the Central Depository Rules and all other rules, directives, guidelines and/or circulars as may be prescribed from time to time, particularly those related to automated order routing and/or direct market access. 2. The User acknowledges and agrees that: Credit Suisse is required and shall be entitled to provide to the Bursa Malaysia, Securities Commission and/or any other regulatory authority have jurisdiction over it ("Malaysian Authority") the entity name of the User and any Order information requested by it; and where the User places Orders on behalf of a third party, and Credit Suisse receives a request from a Malaysian Authority, the User shall provide the third party's entity name and Order information to Credit Suisse within 3 Kuala Lumpur business days of receipt by the User of such notification from Credit Suisse. 16

17 ANNEX 8 CONDITIONS RELATING TO ORDERS INVOLVING NEW ZEALAND SECURITIES 1. Credit Suisse and the User agree as follows: (c) (d) (e) Credit Suisse may pass Orders to third party brokers for execution and settlement and this Agreement shall apply to all Transactions entered into by the User via the Automated Orders Routing System with any such broker. When Credit Suisse passes through such Orders, it will do so on behalf of the User. If the User fails to pay for purchases, or fails to deliver any securities for settlement of any sale, Credit Suisse may sell any securities purchased on behalf of the User or may obtain, by purchasing, borrowing or otherwise, any necessary securities in order to settle the User transaction. The User shall indemnify Credit Suisse fully for any Loss Credit Suisse or any of its affiliates may suffer as a result of such action by Credit Suisse. This clause shall be in addition to, and shall not affect any other rights of indemnity in any Trading Agreements. The User agrees that neither Credit Suisse nor any of its affiliates shall be liable to the User in any respect for any Loss suffered by the User due to the action of any third party broker. Credit Suisse shall only be liable to the User if Credit Suisse has been grossly negligent, fraudulent or in wilful default. Without prejudice to the generality of the foregoing, Credit Suisse shall not be liable to the User for any indirect or consequential Loss suffered by the User, including any anticipate profits or punitive damages. The User acknowledges that Credit Suisse may need to disclose confidential information to any third party broker used for trading securities on NZX, for the purposes of Credit Suisse performing its obligations under the Agreement. 2. The User confirms as follows: (c) It holds all necessary approvals, authorisations and licences required for it to use the Automated Order Routing System to submit instructions directly through to the market conducted by the NZX and otherwise undertake the Transactions contemplated under this Agreement. It understands the operation of the Automated Order Routing System and the dealing rules, procedures and practices of the NZX. It will ensure that each transaction conducted by it using the Automated Order Routing System will comply with Applicable Law, including but not limited to any NZX rules applying to trading on the NZX. In particular, will ensure that its use of the Automated Order Routing System will not interfere with: i. The efficiency and integrity of the markets conducted by the NZX; or ii. the proper functioning of the automated trading system provided for the trading of securities on NZX Trading System. (d) It has received, read and understood Sections 10 to 12 of the NZX Participant Rules, as set out in the attached link 17

18 ANNEX 9 CONDITIONS RELATING TO ORDERS INVOLVING INDONESIAN SECURITIES The User confirms as follows: 1. it understands the operation of the Automated Order Routing System and the dealing rules, procedures and practices of the Indonesian Stock Exchange (IDX) particularly those related to the automated order routing and/or direct market access; 2. it will ensure that each transaction conducted by it using the Automated Order Routing System will be lawful and in particular, will ensure that its use of the Automated Order Routing System will not interfere with: the efficiency and integrity of the markets conducted by the IDX; and the proper functioning of the automated trading system provided for the trading of securities on IDX ("JATS") 3. it acknowledges that Credit Suisse shall implement certain controls within the Automated Order Routing System which shall only accept for execution those Orders that are within certain specified parameters set by Credit Suisse; 4. the Automated Order Routing System will not be used for order crossing in the negotiation market. 5. it understands that Naked short-selling, including intra-day shorts, is prohibited. 6. it will, prior to sending any Instruction, ensure the related funds or securities will be available for settlement purposes; 7. it will bear any charges and/or penalties incurred if it fails to provide sufficient funds or securities for settlement purposes; 8. it acknowledges and agrees that Credit Suisse shall be entitled to provide to the OJK and/or the IDX (or any other regulators in Indonesia) the entity name of the User and any related information as requested by the regulator(s). 18

19 ANNEX 10 CONDITIONS RELATING TO ORDERS INVOLVING CHINA CONNECT SECURITIES 1) Application a) This Annex sets out conditions relating to orders involving China Connect Securities. b) This Annex is supplemental to, and without prejudice to, any applicable existing terms, client account agreement, and/or other relevant notices and disclosures between the User and Credit Suisse, including, without limitation, the Automated Order Routing System Agreement of which this document is Annex 10 and the supplement(s) applicable to Northbound trading of China Connect Securities through China Connect, as amended and/or supplemented from time to time (the "China Connect Terms"). 2) Interpretation a) Capitalised terms used herein but not otherwise defined shall have the meanings ascribed to them in the China Connect Terms. b) In the event of any inconsistency between the terms set out in this Annex and the China Connect Terms, the provisions set out in this Annex shall prevail. In the event of any inconsistency between the China Connect Terms and the Automated Order Routing System Agreement (excluding this Annex), the provisions set out in the China Connect Terms shall prevail. c) Any reference to "instruction of Credit Suisse" in respect of a transaction or "submit" or "submission" of an instruction or "execute" or "execution" of an instruction or "accept" or "acceptance" of an instruction shall be construed to mean the "submission", "execution" and/or "acceptance" of an instruction, as applicable, given by the User through the Automated Order Routing System. Further, in the China Connect Terms "Customer" shall be construed to refer to the "User" and "CSHK" shall be construed to refer to "Credit Suisse". Unless otherwise stated herein, the remaining terms of the China Connect Terms shall be construed accordingly. 3) Representations The User represents and undertakes on a continuing basis, including, without limitation on the first date that this Annex is effective and each time that the User places an Order or otherwise gives an instruction in respect of relevant China Connect Securities, that in respect of any Order, at all relevant times: a) the User has received, read and agreed to be bound by the China Connect Terms prior to submitting an Order relating to China Connect Securities to the Automated Order Routing System; and b) each time the User submits an Order, the User will be bound by the terms of the China Connect Terms. 4) Amendment to the China Connect Supplement As set out above in this Annex, the terms set out in the China Connect Terms shall apply mutatis mutandis except that the text ", and CSHK has confirmed to the Customer that such instruction has been accepted" of clause 1.1 of the China Connect Terms shall be deleted in its entirety. 5) Short Selling a) Credit Suisse is not currently able to accept any sell order which would be subject to the China Connect Rules in relation to Short Selling set out in SEHK Rule 14A17 and SEHK Rule 14B17 of the China Connect Rules. Accordingly, the User shall not place, and Credit Suisse will not accept through the Automated Order Routing System in respect of China Connect Securities: i) Short Selling orders; or ii) Uptick Long Sale orders. b) By instructing Credit Suisse to undertake any sell order on China Connect, the User represents and undertakes on a continuing basis, including on the first date that this Annex is effective and on each date that the User places an Order or gives an instruction in respect of China Connect Securities, without prejudice to any rights and remedies which Credit Suisse may have under the terms hereof, under any existing terms that Credit Suisse has with the User relating to China Connect, under any other contract or in law, that: 19

20 i) each Order that the User places with Credit Suisse in relation to China Connect Securities submitted through the Automated Order Routing System is not, and will not be, a Short Selling order or an Uptick Long Sale order; and ii) the User will immediately inform Credit Suisse if the representation made under this paragraph is not correct or has become misleading, or the User has not complied, or will not comply, with any of the User's obligations under this paragraph. c) The User should note that naked Short Selling is prohibited for Northbound trading. Covered Short Selling of China Connect Securities is permitted subject to certain requirements in the China Connect Rules. However, Credit Suisse will not facilitate covered Short Selling of China Connect Securities and/or any Uptick Long Sale, until such time as Credit Suisse notifies the User in writing otherwise. d) If the User does instruct Credit Suisse to undertake any Short Selling orders or Uptick Long Sale orders on the User's behalf, the User shall be responsible to Credit Suisse and any Related Person for any risk, liability, loss, expense or cost resulting from such instruction. 20