Commercial Banking account opening pack

Transcription

1 Commercial Banking account opening pack

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3 Commercial Banking account opening procedure and checklist To open a Commercial Banking account, please refer to the following procedure and documents required. You will receive a welcome pack containing all the necessary forms. Please complete the relevant sections accordingly. a) Account/Services application form b) Mandate c) Singapore tax declaration form Please prepare the following documents applicable to your business for submission. Sole proprietor Partnership Limited liability partnership Club/Society/ Association Limited company incorporated Singapore Limited company incorporated overseas Remarks a) Business profile (From ACRA or its equivalent) b) Certified copy of NRIC/ Passports and proof of residential address Business owner and all Authorised Signatories All partners and Authorised Signatories All partners, Authorised Signatories and manager of limited liability partnership All office bearers and Authorised Signatories All Directors, beneficial owners, Authorised Signatories, shareholders and corporate secretary All Directors, beneficial owners, Authorised Signatories, shareholders and corporate secretary c) Certified copy of other documentations Certificate of Business Registration/ Receipt showing Business Registration Certificate of Business Registration/ Receipt showing Business Registration Partnership Agreement/ By-laws Certificate of Business Registration/ Receipt showing Business Registration Partnership Agreement/ By-laws Certificate of Registration issued by official licensing office Rules and Registration/ Constitution/ By-laws of the Society/ Association Minutes of meeting authorising the establishment of the business relationship Certificate of Incorporation Memorandum and Articles of Association Ownership Structure Certificate of Incorporation Memorandum and Articles of Association Certificate of Business Registration in Singapore (if applicable) Certificate of Incumbency (if applicable) Certificate of Good Standing (if applicable) Document listing the current office bearers Ownership Structure d) The following signatories to be present in person for verification Business owner and all Authorised Signatories All partners (owns or controls 10% or more voting rights) and all Authorised Signatories All partners (owns or controls 10% or more voting rights), Authorised Signatories and manager of limited liability partnership All office bearers and Authorised Signatories At least two Directors, all shareholders, beneficial owners (owns or controls 10% or more voting rights), Authorised Signatories and corporate secretary At least two Directors, all shareholders, beneficial owners (owns or controls 10% or more voting rights), Authorised Signatories and corporate secretary Important points to note: a) Under the provisions of Deposits Insurance Act 2005, all Singapore dollar denominated deposits with HSBC held by charities will be insured by the Singapore Deposits Insurance Corporation Limited for up to S$20,000. b) All documentation must be certified as true copies by any HSBC branch or an international bank. c) Acceptable proof of residential address are (i) NRIC for Singaporeans (ii) Identification Cards issued to foreigners by their respective home countries with residential address (iii) Passports where address are indicated by the Immigration Authorities (iv) Driving Licence with residential address (v) Account statements/tenancy agreement/utility bills (issued within last 3 months) Call (Singapore) or (65) (overseas) Click contact@hsbc.com.sg Visit Commercial International Banking Centre 21 Collyer Quay HSBC Building Level 2 Singapore Operating hours: 9.30 am to 5.00 pm (Mondays to Fridays) 1Effective from 22 October 2008

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5 For internal use only Account no.: Customer no.: Date opened: Please open an account in our name with the following details. Account(s) requirement Please in the checkboxes for the type of account you would like to apply for: BusinessVantage account (SGD) Foreign Currency Current account ( USD GBP AUD HKD EUR Other currencies (please specify): ) Others (please specify): Other account(s) and services Please in the checkboxes if you would like to apply for the following services: Official use: DCN Business Internet Banking PhoneBanking SMS Alerts ATM Trade Finance Please complete the application on page 5. Please complete the application on page 7. Please complete the application on page 7. Please complete the application on page 8. Please complete the application on page 15. Customer information Registered name of business: Registration no.: Date of incorporation: (dd/mm/yyyy) Country of incorporation: Name of parent company (if any): Country where parent company is based: GST registration no.: Business telephone no.: (Country) (Area) Business address: Business fax no.: (Country) (Area) Entity type: Sole proprietor Partnership Business address: Limited company Club/Society/Association Limited liability partnership Others (please specify): Correspondence address (Please specify if different from above): Contact details (Authorised to receive and communicate customer information) Contact person (1) (with title: Dr/Mr/Ms/Mdm) address: Office no.: (Country) (Area) Mobile no.: (Country) (Area) Contact person (2) (with title: Dr/Mr/Ms/Mdm) address: Office no.: (Country) (Area) Mobile no.: (Country) (Area) 3

6 Chequebook requirements (For accounts with chequebooks only) Please tick the checkbox if chequebooks are not required for the account(s). BusinessVantage account chequebooks Please send four chequebooks to me/us by mail and personalise the company s cheques as follows (maximum 25 characters): Business information (Mandatory information) Note: Below details are required for the application to be processed. Purpose of account and nature of business with the Bank/Types of activities to be conducted with the Bank: Description of business (Eg Import/Export of textiles - 50%, clothes manufacturing - 50%): Annual business turnover: < S$500,000 S$500,000 S$999,999 S$1 million S$4.99 million S$5 million S$9.99 million S$10 million S$19.99 million > S$20 million No. of employees: Less than and above Usually conducts business in: Singapore Europe Japan USA China UK Malaysia Others: Source of funds (Types of funds and country/location from which funds originated): Expected types of transactions (Eg Telegraphic Transfers/Cheques/Payroll): Estimated transaction value, volume and frequency: Banking relationship: 1. Does the company have an existing account with HSBC? Yes No If Yes, please indicate country/account no.: 2. Is HSBC the company s main banker? Yes No If No, please indicate the main banker: Customer agreement We confirm that the details given above are true and correct, and that we have received and read a copy of The Hongkong and Shanghai Banking Corporation Limited s General Terms and Conditions governing the Account(s) and Product(s) which we are applying. We also agree to be bound by all the provisions of the same Terms and Conditions for the Account(s) and Product(s) which we are now applying. Signature: Signature: Designation: For Bank use only: Signature(s) verified by: Initial Officer no. Designation: Data checked by: Data checked by: Data checked by: C11: C35: M971: Authorised by: Initial Officer no. Effective from 22 October

7 Business Internet Banking application Company name*: Registration no.*: *All accounts opened under the same business name and registration number will be accessible through Business Internet Banking. Primary users (Maximum of three primary users) (Mandatory information) Note: Below details are required for the application to be processed. Primary users will have the authority and responsibility for the installation, administration, maintenance and ongoing use of Business Internet Banking, including authority to: a) Appoint secondary users b) Delegate various access and/or control rights to secondary users c) Vary the access and/or control rights and limits that apply to themselves and/or other secondary users Note: Given the wide powers conferred on the primary user(s), please consider appropriate internal controls and measures in the context of the organisation s operating environment. You may refer to our Security Guide to assist you. You do not need to include details of your secondary users in this application. Authority type (Please the appropriate box) Sole Authority: Each primary user is allowed to control the access and rights of Business Internet Banking users. Dual Authority: Two primary users are required to control the access and rights of Business Internet Banking users. Primary users information First appointed primary user Full name as in NRIC/Passport (with title: Dr/Mr/Ms/Mdm) address: NRIC/Passport no. : Office no.: (Country) (Area) Mobile no.: (Country) (Area) Signature: Second appointed primary user Full name as in NRIC/Passport (with title: Dr/Mr/Ms/Mdm) address: NRIC/Passport no. : Office no.: (Country) (Area) Mobile no.: (Country) (Area) Signature: Third appointed primary user Full name as in NRIC/Passport (with title: Dr/Mr/Ms/Mdm) address: NRIC/Passport no. : Office no.: (Country) (Area) Mobile no.: (Country) (Area) Signature: If the appointed primary user is not an Authorised Signatory for banking transactions, copies of the NRIC/Passport of the primary user must be certified by a HSBC Branch/Officer and forwarded together with the application form. Should there be delivery of security devices outside Singapore, please note that courier charges will apply. 5

8 Contact person address: Office no.: (Country) (Area) Mobile no.: (Country) (Area) Business Internet Banking fee Subscription: Free A cancellation fee of S$50 will apply if the service is cancelled within six months of registering for Business Internet Banking We authorise the bank to debit the following HSBC account for fees in respect of the Business Internet Banking service: Rates not inclusive of prevailing GST or charges incurred for delivery or replacement of security devices. Daily authorisation limit By setting a daily authorisation limit, your primary user(s) will be able to freely delegate authorisation to other users of Business Internet Banking as long as the limits set below are not breached. Please consider appropriate internal controls and measures in the context of the organisation s operating environment. You may refer to our Security Guide to assist you. Please one only: Daily combined cash authorisation limit: S$500,000 Set daily combined cash authorisation limit to S$ (Maximum S$5 million only) Please note that for Documentary Credit applications and amendments, you are free to authorise any amount subject to your facility limit. Declaration I/We confirm that we have received, read and understood The Hongkong and Shanghai Banking Corporation Limited s General Terms and Conditions governing Business Internet Banking along with benefits and risks of using Business Internet Banking, I/We agree to be bound by all the provisions of the same Terms and Conditions for Business Internet Banking, subject to changes from time to time. I/We hereby confirm that the details given above are true and correct. Signature: For internal use only. Signature verified by: Signature: For internal use only. Signature verified by: Designation: Designation: Note: All ammendments must be countersigned by signatories authorised in applying for Business Internet Banking service. For Bank use only: Approved by (RM): Corporate EDB: Effective from 22 October

9 Corporate PhoneBanking application Note: The total amount of transaction effected by each nominated user (on all accounts) cannot exceed S$50,000 daily. Nominated user one Full name (Please underline surname and include former and other names): Accounts to access: Predefined third party payees (For internal fund transfer) Payee name: Payee HSBC account no.: Maximum amount: Payee name: Payee HSBC account no.: Maximum amount: Nominated user two Full name (Please underline surname and include former and other names): Accounts to access: Predefined third party payees (For internal fund transfer) Payee name: Payee HSBC account no.: Maximum amount: Payee name: Payee HSBC account no.: Maximum amount: SMS Alert service application Please the appropriate boxes Nominated user one Full name (Please underline surname and include former and other names): Accounts to access: Account codename*: *Please fill in a nickname for each account. The nickname should have a minimum of three characters and a maximum of 10 characters. Eg SGDACCT Mobile no.: (Country) (Area) Mobile service provider: M1 Singtel StarHub Others: Credit notification: For amounts over S$5,000 S$10,000 Others: Balance notification: Balance below S$0 S$10,000 S$30,000 Balance above S$30,000 S$50,000 S$100,000 Nominated user two Full name (Please underline surname and include former and other names): Accounts to access: Mobile no.: (Country) (Area) Account codename*: Mobile service provider: M1 Singtel StarHub Others: Credit notification: For amounts over S$5,000 S$10,000 Others: Balance notification: Balance below S$0 S$10,000 S$30,000 Balance above S$30,000 S$50,000 S$100, *Please fill in a nickname for each account. The nickname should have a minimum of three characters and a maximum of 10 characters. Eg SGDACCT Effective from 22 October

10 Corporate ATM application Company name: Registration no.: Please the appropriate boxes Accounts to be accessed with Corporate ATM All accounts Only the following account(s): Overall daily limit for all* accounts with ATM Cash withdrawal: S$500 Fund transfer to own accounts with HSBC: S$1,000 Fund transfer to other accounts with HSBC: S$500 S$1,000 S$3,000 S$1,000 S$2,000 S$5,000 S$2,000 *The daily limit specified will apply regardless of the number of accounts the company may have with HSBC. Nominated users Details Nominated user one Nominated user two Full name of nominated user: Name to appear on card: (Maximum of 24 characters) Language preference: What is the preferred language for the nominated user? English Chinese English Chinese Statement request: Can the user request for statements through the ATM? Yes No Yes No Chequebook request: Can the user request for chequebooks through the ATM? Yes No Yes No Balance enquiry: Can the user check the account balance(s) through the ATM? Yes No Yes No Cash/cheque deposit: Can the user make deposits with the ATM? Yes No Yes No Individual limits: a) This limit will be applied in conjunction with the daily overall limit for all accounts. b) If the limit(s) specified here exceeds the limit(s) specified under daily overall limit for all accounts, the lower limit shall prevail. Cash withdrawal: No Yes, with a card limit of: S$500 S$1,000 S$2,000 Fund transfer to own accounts with HSBC: No Yes, with a card limit of: S$500 S$1,000 S$2,000 Cash withdrawal: No Yes, with a card limit of: S$500 S$1,000 S$2,000 Fund transfer to own accounts with HSBC: No Yes, with a card limit of: S$500 S$1,000 S$2,000 Fund transfer to other accounts with HSBC: No Yes, with a card limit of: Fund transfer to other accounts with HSBC: No Yes, with a card limit of: Authorisation for SMS Alert service and/or Corporate PhoneBanking and/or Corporate ATM application Signature: Designation: S$500 S$1,000 S$2,000 Signature: Designation: S$500 S$1,000 S$2,000 Effective from 22 October

11 Declaration of beneficial ownership A. To be completed by each beneficial owner of the company. I, hereby declare that I am a beneficial owner of the abovenamed company and beneficially own the said percentage of the shares in the company ( Shares ) stated below. I undertake to keep HSBC ( the Bank ) informed should there be any change of my ownership of the Shares in future. This declaration will be binding on my heirs, executors, successors and assigns, and will inure to the benefit of HSBC and its successors and assigns. This declaration will be governed by the law of Singapore. I hereby certify to HSBC and covenant with HSBC that the Shares are and will be held by myself or solely for myself. I agree to notify the Bank immediately if, at any time, any of the matters certified below ceases to be true, accurate or complete for any reason or there are any changes to the beneficial ownership of any Shares. Such changes would include but are not limited to Shares which are sold, assigned, delivered or transferred (whether by operation of law or otherwise), new Shares which are issued to me, changes to the proportion of Shares beneficially held. Particulars of beneficial owners Signature (Please sign within the box) Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: Nationality: Percentage of shares: Country of residence: For internal use only. Signature verified by: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: Nationality: Percentage of shares: Country of residence: For internal use only. Signature verified by: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: Nationality: Percentage of shares: Country of residence: For internal use only. Signature verified by: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: Nationality: Percentage of shares: Country of residence: For internal use only. Signature verified by: 9

12 B. Director s declaration on beneficial ownership Note: The authorised director must make a declaration of the list of beneficial owners of the company. Complete the list in descending order according to percentage of shares, starting with the largest beneficial owner Former/Other name (alias): Residential address: Permanent address (if different from residential address): Nationality: Percentage of shares: Designation/Occupation: Country of residence: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Nationality: Percentage of shares: Designation/Occupation: Country of residence: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Nationality: Percentage of shares: Designation/Occupation: Country of residence: Declaration: I, (full name), being a director of the abovenamed Company, hereby confirm and declare that the current beneficial owners of the Company are listed above and none of them are held in the form of bearer shares. I agree to notify the Bank immediately if, at any time, any of the matters certified above ceases to be true, accurate or complete for any reason or there are any changes to the beneficial ownership of any shares. Such changes would include but are not limited to shares which are sold, assigned, delivered or transferred (whether by operation of law or otherwise), new shares which are issued, changes to the proportion of shares beneficially held. Signature of Director: Date: Effective from 22 October

13 Trade account no.: Trade Finance(Services) application Company name: Registration no.: The following person(s), in accordance with the Signing Condition specified as below are authorised to issue written instructions in relation of all trade transactions with the Bank, including but not limited to: a) Forwarding and covering schedules b) Bills of exchange c) Applications for shipping guarantees d) Applications for opening letters of credit and amendments e) Loans under trust receipt, extension of loans, repayment of loans f) Letters of indemnity g) Any other documents relevant to credit/trade facilities/transactions with the Bank Signing condition Singly Others (Please specify): Any two jointly Particulars of authorised persons Signature (Please sign within the box) Former/Other name (alias): Residential address: Salutation: Permanent address (if different from residential address): Designation/Occupation: Nationality: Group (if any): Country of residence: For internal use only. Signature verified by: Former/Other name (alias): Residential address: Salutation: Permanent address (if different from residential address): Designation/Occupation: Nationality: Group (if any): Country of residence: For internal use only. Signature verified by: 15

14 Salutation: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: For internal use only. Signature verified by: Nationality: Group (if any): Country of residence: Salutation: Former/Other name (alias): Residential address: Permanent address (if different from residential address): Designation/Occupation: For internal use only. Signature verified by: Nationality: Group (if any): Country of residence: Authorisation Signature: Signature: Designation: Designation: Effective from 22 October

15 Trade Financing General Agreement To: The Manager The Hongkong and Shanghai Banking Corporation Limited ( the Bank ) Singapore Office 1. Definitions "Authorised Person(s)" means the person(s) authorised by the Customer to give instructions to the Bank in connection with a Facility or Facilities as notified to the Bank from time to time in such manner as the Bank requires; "Bank" means The Hongkong and Shanghai Banking Corporation Limited at its office specified in the Schedule and its successors and assigns and, where the context permits, includes any person appointed by the Bank under Clause 9(a); "Customer" means the person whose name and address are specified in the Schedule; "Documentary Credit" means a documentary credit issued or confirmed by the Bank at the request or for the account of the Customer and any commitment by the Bank to issue such credit and also includes any such credit or commitment as extended or amended at the request of the Customer; "Documents" means all bills, documents of title, transportation documents, insurance policies and other documents relating to goods and/or produce which goods and/or documents are in the name, possession or control of the Bank or held by or to the order of the Bank, whether for custody or any other reason and whether or not in the ordinary course of banking business; "Exchange Rate" means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Customer; "Facility" and "Facilities" mean such facility or facilities as the Bank may make or continue to make available to the Customer or to any other person at the request of the Customer by the way of advances, the issue of a Documentary Credit, the issue of a shipping guarantee or otherwise in relation to Goods; "Goods" means the goods and/or produce to which Documents relate; "Person" includes an individual, firm, company, corporation and an unincorporated body of persons; "Process Agent" means the person, if any, whose name and Singapore address are specified in the Schedule; and "Secured Moneys" means a) all moneys in any currency owing by the Customer to the Bank at any time, actually or contingently, in any capacity, alone or jointly with any other person, b) interest on such moneys (both before and after any demand or judgement) to the date on which the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts payment, c) any expense of the Bank in making payment under this Agreement on behalf of the Customer (but without the Bank being under any obligation to do so) as a result of failure by the Customer to make such payment when due and d) all expenses of the Bank in perfecting or enforcing its rights under this Agreement. 2. Application 2.1 This Agreement shall apply to any Facility which the Bank, at its discretion, may agree to make available to such extent and in such manner as the Bank thinks fit. 2.2 The terms and conditions in the Agreement shall be subject to such other terms and conditions which may be specified by the Bank in relation to any individual Documentary Credit and any particular Facility. 2.3 Each Documentary Credit shall be subject to the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce as are in effect from time to time. 2.4 In the event of any conflict between this Agreement and the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce as are in effect from time to time and/or the International Chamber of Commerce Rules for Collections as are in effect from time to time, this Agreement shall prevail. 2.5 To enable the Bank to provide or consider whether to provide the Customer with services, the Customer is required to supply to the Bank, personal, account and transactional information ("Customer Information"). Subject to the Bank agreeing to provide such services as the Customer may request, the Bank will use, store and transfer (whether within or outside Singapore) and/or exchange such details and information to or with all such persons as the Bank may consider necessary. This includes but is not limited to any member of the HSBC Group for any and all purposes in connection with such service and/or for the purpose of promoting, improving and furthering the provision of other financial services by the Bank and any member of the HSBC Group to the Customer generally, and/or any other purposes and to such persons as may be in accordance with the Bank's general policy on disclosure of information as set out in statements, circulars, notices or other terms and conditions made available by the Bank to the Customer from time to time. Without prejudice to the above, the Customer acknowledges that, where the Bank considers it necessary or appropriate, the Bank may transfer any such data, details or information to any service provider (whether situated in or outside Singapore), under conditions of confidentiality imposed on such service providers, for the purpose of data processing or providing any service on behalf of the Bank to the Customer (including third party service providers, sales and telemarketing agencies). The Customer agrees and acknowledges that overseas service providers may be required by law to disclose information received from the Bank to third parties. Such circumstances include the service provider being compelled to disclose information pursuant to a court order, police investigations and criminal prosecutions for tax evasion or other offences. 17

16 3. Documentary Credit for imports 3.1 The Bank is authorised to honour a complying presentation under each Documentary Credit in accordance with its terms. 3.2 The Bank may restrict negotiations under any Documentary Credit to its own offices or to any correspondent or agent of its choice and, in such a case, the Bank is authorised to accept and pay all documents drawn or purporting to be drawn on any such office, correspondent or agent. 3.3 The Customer will pay the Bank not later than the due date an amount equal to the amount due under any Documentary Credit. 4. Export documents 4.1 a) If the Bank has confirmed the Documentary Credit, the Bank will have full recourse to the customer in the case of non-payment by reason of any, or alleged, fraud (on the part of any person) or other illegality affecting the Documentary Credit. b) Unless, subject to clause 4.1(a), the Bank has confirmed the Documentary Credit, the Customer will pay the Bank not later than the due date an amount equal to the amount due under bills negotiated or endorsed by the Bank, whether or not drawn under a Documentary Credit, which are dishonoured or not paid on their due date. Non-payment shall be deemed to have occurred if the Bank has not received unconditionally the whole sum due. 4.2 The Bank is authorised, at its discretion and on such conditions as it thinks fit, in relation to any bill, whether or not drawn under a Documentary Credit: a) to take conditional acceptances and/or acceptances for honour and/or to extend the due date for payment; b) to accept payment from the drawees or acceptors before maturity under rebate or discount; c) to accept part payment before maturity and to deliver a proportionate part of the Goods to the drawees or acceptors of the bills or the consignees of the Goods; d) at the request of the drawees, to delay presentation of any bill for payment or acceptance without affecting the liability of the Customer to the Bank in respect of such bill; e) to institute proceedings and to take steps for the recovery from the acceptors or endorsers of any bill of any amount due in respect of such bill, despite the Bank having debited the account of the Customer with the amount of such bill. 4.3 The Customer will also reimburse the Bank on demand for advances made against any documents which have not been duly taken up on presentation or in respect of which payment has not been duly made to the Bank. 5. Collections 5.1 If the Bank is requested to make a collection, the Bank is authorised to treat the service as subject to and conditional upon collection and receipt by the Bank of full payment of the relevant bill, draft or document. 5.2 In the absence of such collection and receipt by the Bank, the Customer will reimburse the Bank, on demand, for any amount due in respect of such service. 5.3 Each collection shall be subject to the International Chamber of Commerce Rules for Collections as are in effect from time to time. 6. Security 6.1 In consideration of the Facilities, the Bank shall have a pledge, by way of security, on the Documents and the Goods until all the Secured Moneys have been paid or discharged. 6.2 The pledge shall be a continuing security, in addition to, not affected by and enforceable despite the existence of any other security held by the Bank. Any restriction on the right of consolidating securities shall not apply to the pledge. 6.3 If a) there is a default in acceptance or payment of any Document or b) the Customer has failed to pay any of the Secured Moneys when due or is in default under any of the terms of this Agreement or a trust receipt relating to Goods or c) the Customer or any drawee or acceptor of a Document is unable or admits to being unable to pay its debts as they become due or is subject to any proceedings in or analogous to insolvency, bankruptcy, liquidation or if legal process is levied or enforced against any of its assets or d) any action is threatened or taken which might prejudice the Bank's interest in and rights against the Documents and/or the Goods or e) the Bank considers it desirable to sell the Goods, the Bank shall be entitled to enforce its pledge and may, without demand, notice, legal process or any other action with respect to the Customer or any other person, realise, sell, negotiate or otherwise dispose of all or some of the Documents and the Goods, at any time and in any way which it deems expedient, free from any restrictions and claims and the Bank shall not be liable for any loss arising out of such realisation, sale, negotiation or disposal. 6.4 The Customer hereby assigns to the Bank any rights which the Customer may have as the unpaid seller of Goods. 18

17 7. Release of Pledged Goods If Documents or Goods are released to the Customer or to its order, they shall be held by the Customer exclusively for the purpose of their sale or other disposition approved by the Bank on normal trade terms at the market value and, in such event (whether or not a trust receipt is signed on delivery), the Documents, Goods and the proceeds shall be held on trust for the Bank and solely to its order. All such proceeds shall be kept separate, shall be paid to the Bank immediately upon receipt and the Bank is authorised to demand and/or receive such proceeds from any person. 8. Undertakings 8.1 The Customer undertakes that: a) the Documents and the Goods shall be in the sole beneficial ownership of the Customer, free from encumbrances and claims except for the pledge in favour of the Bank; b) it will insure the Goods for their full value against all insurable risks in such manner as the Bank may require and, if so requested by the Bank, will arrange for the Bank's interest in the Goods to be endorsed on the relevant policy and direct the insurer to make payment direct to the Bank in respect of any damage or loss; c) it will make payment to the Bank of all insurance proceeds received by it in respect of Goods and, pending payment, will hold such proceeds on trust for the Bank; d) it will endorse the Documents in favour of the Bank, deposit the Documents with the Bank or to its order and note in its records the interest of the Bank in the Documents and the Goods; e) it will pay all costs of and incidental to the transportation and storage of the Goods; f) it will inform the Bank of any event of which it becomes aware which can adversely affect the ability of a buyer to complete the purchase of Goods; g) it will procure the prompt release of the Bank from any guarantee, indemnity or other commitment which the Bank may have provided in respect of Documents and/or Goods; h) it will not nor attempt to encumber, transfer, sell, dispose of or otherwise deal with the Documents and/or the Goods except as directed by or with the prior written consent of the Bank; i) it will keep the Goods separate from any other property of the Customer or other persons; j) it will not permit Goods to be processed or altered without the prior written consent of the Bank; and k) it will not take any action which might prejudice the value of the Goods and/or the effectiveness of the pledge and this Agreement. 8.2 The Customer undertakes that, at the request of the Bank, it will: a) provide the Bank with such information concerning the Documents and the Goods and any proposed sale of Goods as the Bank may require; b) keep the Bank informed of the whereabouts of the Goods and of any change in the condition, quality or quantity of the Goods; and c) execute such documents and perform such acts as the Bank may consider expedient in connection with the exercise of its powers and rights under this Agreement. 9. Authorisations 9.1 The Customer authorises the Bank: a) to appoint any other person as its correspondent, nominee or agent in connection with the Facilities and the Bank may delegate any of its powers under this Agreement to such person; b) to take such steps and to make such payments as it considers necessary, at the cost of the Customer, to remedy any default by the Customer in compliance with any of its obligations under this Agreement; c) to land and store Goods and to arrange for their shipment and to inspect the Goods at any time; d) to notify any other person of its interest in the Documents and the Goods; and e) to make payment immediately when due or on demand under any Documentary Credit, guarantee, indemnity or any other commitment which the Bank may have provided in respect of Documents and/or Goods without reference to or further authority from the Customer or any other person, without enquiry as to the validity or otherwise of any document, claim or demand (irrespective of any dispute by the Customer) and payment by the Bank shall be binding on the Customer. 10. Limitation on liability and indemnity 10.1 The Bank shall not be liable to the Customer or any other person for any act, delay or failure to act, on the part of the Bank or any other person, in respect of the Documents or the Goods or otherwise for the condition, quantity or value of the Goods unless due to the negligence or wilful default of the Bank, its officers or employees. 19

18 10.2 The Customer shall indemnify the Bank, its officers and employees against all liabilities, claims, costs and damages of any kind which may be incurred by any of them and all actions or proceedings which may be brought by or against them in connection with the Documents and/or the Goods and the exercise of the powers and rights of the Bank under this Agreement, unless due to the negligence or wilful default of the Bank, its officers or employees. 11. Customer's instructions 11.1 The Bank is authorised to act on the instructions of the Authorised Person(s) concerning the Facilities, the Documents and the Goods The Bank may, at its discretion, accept instructions believed by it to have emanated from Authorised Person(s) and if it acts in good faith on such instructions, such instructions shall be binding on the Customer and the Bank shall not be liable for doing so, whether or not the instructions were given by the Authorised Person(s) and the Bank shall not be under any duty to verify the identity of the person(s) giving those instructions. 12. Payments 12.1 The Bank may debit to any account of the Customer with the Bank, the whole or any part of the Secured Moneys Payments by the Customer shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Customer is compelled by law to make such withholding, the sum payable by the Customer shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding Payment by the Customer to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate No payment to the Bank under this Agreement pursuant to any judgement, court order or otherwise shall discharge the obligation of the Customer in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Agreement and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Customer shall be liable for the shortfall Any moneys paid to the Bank in respect of the Secured Moneys may be applied in or towards satisfaction of the same or placed to the credit of such account as the Bank may determine with a view to preserving its rights to prove for the whole of the Secured Moneys If any moneys paid to the Bank in respect of the Secured Moneys are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Agreement as if such moneys had not been paid. 13. Set-off The Bank may, at any time and without notice, apply any credit balance to which the Customer is entitled on any account whether or not in the Customer's name with the Bank or any other party and/or set-off any other obligation that the Bank may owe to the Customer in or towards satisfaction of the Secured Moneys. For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the moneys standing to the credit of such account. Any other obligation owing by the Bank to the Customer shall be similarly converted at the Exchange Rate to the relevant currency of the Secured Moneys for the purposes of such set-off. 14. Lien The Bank is authorised to exercise a lien over all property of the Customer coming into the possession or control of the Bank, for custody or any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell such property to satisfy the Secured Moneys. 15. Customer's accounts The Bank may, at any time, continue any existing account and open any new account in the name of the Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Customer hereunder. 16. No waiver No act or omission by the Bank pursuant to this Agreement shall affect its rights, powers and remedies hereunder or any further or other exercise of such rights, powers or remedies. 17. Assignment The Customer may not assign or transfer any of its rights or obligations under this Agreement. The Bank may assign any of its rights to a person in whose favour it has made an assignment of all or any of the Facilities. 20

19 18. Communications Any notice, demand or other communication under this Agreement shall be in writing addressed to the Customer at the last address registered with the Bank and addressed to the Bank at its office specified in the Schedule or such other address as the Bank may notify to the Customer for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex and shall be deemed to have been delivered to the Customer at the time of personal delivery or on leaving it at such address or on the second day following the day of posting or on the day of despatch, if sent by facsimile transmission or telex, and to the Bank on the day of actual receipt. 19. Severability Each of the provisions of this Agreement is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way. 20. Governing law and jurisdiction 20.1 This Agreement is governed by and shall be construed in accordance with the laws of Singapore The Customer submits to the non-exclusive jurisdiction of the Singapore Courts but this Agreement may be enforced in the Courts of any competent jurisdiction. 21. Process Agent If a Process Agent is specified in the Schedule, service of any legal process on the Process Agent shall constitute service on the Customer. 22. Execution This Agreement has been entered into by the Customer on. Schedule Bank's office: The Hongkong and Shanghai Banking Corporation Limited, Singapore Customer name of Process agent (if applicable) of Company address, Singapore Signature (with company stamp if any) Signature (with company stamp if any) Designation: Designation: Signature of witness Effective from 22 October

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21 Declaration of Tax Status for Corporate Accounts IMPORTANT To enable us to determine whether Singapore withholding tax should be deducted from interest paid/credited to you in compliance with the Singapore Income Tax Act, Cap 134, we would be grateful if you would complete the following declaration by ticking ( ) in the appropriate boxes provided. Based on your declaration, the Bank will determine whether any interest payable to you is subject to withholding tax. Please note that you might be deemed to be subject to Singapore withholding tax at the prevailing corporate tax rate if this declaration is not duly completed. The notes overleaf are provided purely as a guide. You should seek professional advice from your tax consultants should you be uncertain of how to make the declaration or its tax implications. This form should be signed by an Authorised Signatory. To: The Hongkong and Shanghai Banking Corporation Limited, Singapore ( The Bank ) We hereby declare that: 1. The control and management of the company s business is exercised in Singapore. Yes No 2. The company has received a withholding tax waiver letter from The Inland Revenue Authority of Singapore (If yes, please provide us with a certified true copy). If the answer to 1 or 2 is Yes, please skip questions 3 and The company has a permanent establishment in Singapore. If the answer to question 3 is YES, please complete questions 3a) and 3b) a) The funds placed with the Bank are obtained from a Singapore operation. b) (If applicable) The funds used to acquire the qualifying debt securities are derived from a Singapore operation. 4. The company is carrying on a business in Singapore by itself or in association with others. We hereby declare that the information given in this declaration form is true and correct. We undertake to notify the Bank in writing immediately of any change in the status declared above. We agree that we shall be solely responsible for ensuring the accuracy and completeness of the information declared above and the Bank shall not be obliged to verify the accuracy and completeness of such information. We acknowledge and agree that the Bank shall not be responsible for any loss or damage suffered by us as a result of the above information being inaccurate or incomplete in any way. We further agree to indemnify the Bank in full against any loss arising out of or in relation to any claim, demand, action or proceeding which may be made against the Bank and/or any damage, liability, loss and expense (including legal costs on a full indemnity basis) which the Bank may incur or suffer directly or indirectly in acting or relying upon the above information. Name of company: Registration number/ Business registration number: Country of incorporation: Registered address: Business address: Authorised Signatory: Name and designation: Date: 23

22 Declaration of Tax Status for Corporate Accounts Explanatory notes: 1. Under the Singapore Income Tax Act, a non-resident company is subject to withholding tax on interest earned from deposits if: a) it is a permanent establishment (including a branch) in Singapore or is carrying on a business in Singapore by itself or in association with others; or b) the funds placed with the Bank are obtained from a Singapore operation. The withholding tax rate is at the prevailing Singapore corporate tax rate. A non-resident company could have obtained a waiver from the Inland Revenue Authority of Singapore (IRAS) to waive the requirement to withhold tax. A copy of the waiver letter from IRAS should be presented to the Bank so that we will not deduct any withholding tax from interest paid/credited to you. 2. Control and management A company, whether incorporated locally or overseas, is considered to be a resident in Singapore for tax purposes if its effective control and management (as opposed to day-to-day administration) is exercised in Singapore. As a general rule, the place of residence of a company is where the Directors of the company manage and control its business and where they hold their board meetings. 3. Permanent establishment Permanent establishment is a fixed place where the business is wholly or partly carried on, including a place of management, a branch, an office, a warehouse, a building or work site or a construction, installation or assembly project in Singapore. In addition, a company shall be deemed to have a permanent establishment if that company has another person acting on its behalf in Singapore who: a) habitually exercises an authority to conclude contracts; b) maintains a stock of goods or merchandise for the purpose of delivery on behalf of that company; or c) habitually secures orders wholly or almost wholly for that company or such other enterprises as are controlled by that company. 4. Carrying on a business in Singapore The following activities within Singapore may suggest that the company is carrying on a business in Singapore: a) If contracts are concluded in Singapore and are performed partly or wholly here. b) If the property in goods passes in Singapore or the performance of services takes place here. c) If stocks of goods are maintained here. d) If manufacturing, contracting and similar operations are carried on in Singapore. e) If receipts of proceeds of sales or services are in Singapore, but only if such receipts are in association with one or more of the other activities stated earlier. f) If services are performed or provided in Singapore. Effective from 22 October

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24 Issued by The Hongkong and Shanghai Banking Corporation Limited, which is incorporated in the Hong Kong SAR with limited liability. Effective from 22 October 2008