Trading Account Terms and Conditions
Part I: General Terms and Conditions
This section applies to all accounts. All transactions and sales conducted, executed, entered into, and entered into by clients with and through Prolon International Securities Limited (hereinafter referred to as "Prolon Securities") , and accounts opened and maintained by clients with Prolon Securities are subject to the terms and conditions of this section.
Interpretation
In these Terms, unless the context otherwise requires:
“Account” means a securities account and/or a futures account ( as the case may be ) ;
"Account Opening Form" means the Account Opening Form completed and signed by the Customer including the declarations, information , statements and notes thereon or ( as the context requires ) any amendment thereto from time to time;
"Agreement" means the agreement entered into by the Client on the one hand and PLS on the other hand, consisting of the Account Opening Form, these Terms and Conditions and other documents referred to or attached thereto ( including any amendments thereto from time to time ) ;
"Authorized Agent" means all or any person appointed by the Client as its agent to (including but not limited to) issue instructions on behalf of the Client in relation to securities accounts and/or transactions, initially the person specified in the Account Opening Form, and any other replacement or additional appointed person appointed by the Client from time to time (the Client must notify PLUS Securities of such appointment in writing, and such appointment shall only be effective after PLUS Securities has actually received such notification and approved it);
“Business Day” means any day other than Saturday, Sunday, public holidays and non-trading days declared by the Exchange on which trading is conducted on the relevant Exchange;
"Cash Account" means a cash securities trading account established by a Client with a Broker and administered by the Broker for securities trading;
“Clearing House” means Hong Kong Securities Clearing Company Limited and/or Hong Kong Futures Exchange Clearing Limited and/or other relevant clearing houses;
"Customer" means the person who signs the Account Opening Form and, if the Account is opened by more than one person, such persons collectively and any administrators or successors in title and their permitted assigns;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) ;
“Business Agent” means an agent acting on behalf of the Company for transactions or settlements in Hong Kong or elsewhere and includes any member of an exchange or clearing house;
“Exchange” means the Stock Exchange and any Foreign Stock Exchange;
“GEM Listing Rules” means the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange as amended from time to time;
“Poolun Securities” means Poolun International Securities Limited and its successors and assigns;
“holding company” has the meaning ascribed to it in section 2 of the Companies Ordinance ;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Investor Compensation Fund” means the Investor Compensation Fund established under the Securities and Futures Ordinance;
“Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;
"Margin Account" means a margin securities trading account established by a Client with a Broker to govern securities trading conducted by the Broker and the provision of credit facilities (as defined in Part IV) by the Broker to the Client;
“Securities” means any type of investment instrument commonly known as securities which the Broker may, at its absolute discretion, offer to buy or sell from time to time and which includes (but is not limited to) any shares, stocks, debentures, loan stocks, unit trusts, mutual funds, warrants, bonds or notes and rights and options on securities issued by any body (whether incorporated or not) or any government or local government agency and any securities as defined in the Securities and Futures Ordinance;
“Securities Account” means a Cash Account and a Margin Account;
“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ;
"Settlement Account" means the bank account designated by the Client as the Settlement Bank Account in the Account Opening Form;
“SFC” means the Securities and Futures Commission established under Part II of the Securities and Futures Ordinance;
“SFC Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission in force from time to time;
"Terms" means these terms and conditions which comprise the various parts of this document as amended or supplemented from time to time, including ( if applicable ) the Account Opening Form and ( if applicable ) the Authorised Account Signature Notice; and
"Transaction" means any securities transaction carried out by a Broker in accordance with the Client's instructions.
In these Terms, unless the context otherwise requires:
any reference to a statute or statutory provision shall include a reference to that statute or statutory provision as amended, extended, substituted, replaced or re-enacted from time to time and shall include any subsidiary legislation made under that statute or statutory provision;
References to parts, paragraphs or sections refer to the parts, paragraphs or sections of these Terms and Conditions respectively, and references to the Account Opening Form refer to the Account Opening Form completed by or on behalf of the Client. If the information provided in the Account Opening Form is subsequently amended by or notified by PLUS Securities, it refers to the Account Opening Form amended in accordance with such notification;
words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; references to persons shall include individuals and bodies corporate or unincorporated; and
References to the word "transaction" shall refer to any transaction or instruction of whatever nature.
Disclosure of Information
Pulun Securities must disclose the name, identity of the actual beneficiary and other information of the client upon the request of the relevant regulatory authorities and business agents . The client promises to disclose other information about the client to Pulun Securities within the time specified by Pulun Securities in order for Pulun Securities to comply with relevant laws, regulations, rules, and/ or other information required by the relevant regulatory authorities or business agents. The client irrevocably authorizes Pulun Securities to make any such disclosure.
If the client is an individual, Pulun Securities will comply with the Hong Kong Personal Data ( Privacy ) Ordinance which governs the use of personal data. Pulun Securities' policy and application regarding the use of personal data privacy ordinance are set out in Part 9 of these Terms. The client confirms that he has fully understood and accepted the terms set out in Part 9.
Laws and Regulations
Any transaction conducted by Prolon Securities under these terms shall be subject to any laws, rules, regulations, by-laws, customs and practices in force from time to time or applicable to the relevant market or exchange where securities are bought and sold, and all laws, rules, regulations and orders of any government or regulatory agency applicable from time to time, including the rules of exchanges, futures exchanges and other relevant clearing houses. All actions taken by Prolon Securities in accordance with relevant laws, rules and guidelines shall be binding on the Client.
Authorization
The client authorizes the authorized agent to represent the client in all transactions with Pulun Securities and to sign all agreements and documents related to the account and its operation on behalf of the client. All such documents and instructions are absolutely and finally binding on the client. The client agrees that Pulun Securities has the right to follow the instructions of the authorized agent until the client notifies Pulun Securities in writing to revoke or change the authorization.
If an individual client wishes to authorize a designated authorized agent, the client must submit a duly signed designated or acceptable authorization letter or authorization document to PLUS Securities after completing the account opening form. The client agrees that PLUS Securities has the right to act in accordance with the instructions of the authorized agent until the client gives PLUS Securities a written notice of not less than seven (7) business days to revoke or change the authorization.
The client acknowledges and agrees that the client is fully responsible for all transactions. PLUS Securities is only responsible for the execution, settlement and conduct of transactions. PLUS Securities assumes no obligation or responsibility for any conduct, action, statement or statement of the introducing company investment advisor or other third party related to the account or transaction. The transactions conducted by the client are not the result of the recommendation or inducement of PLUS Securities. PLUS Securities will not be responsible for the suitability of the transactions conducted by the client. PLUS Securities will not be responsible for the profit tax, legal and accounting consequences of any transaction.
Commissions, Fees and Interest
On all transactions, PLS is authorised to deduct the Company's commissions and expenses in respect of any transaction effected for the Client ( as notified to the Client from time to time ) , relevant levies, commissions, stamp duties, bank charges, transfer fees, interest due and agent or custodian fees imposed by the exchange or clearing house.
Pulun Securities has the right to deposit all funds in client accounts and funds received on behalf of such client accounts in one or more trust accounts of one or more authorized financial institutions as defined in the Securities and Futures Ordinance or financial institutions permitted by the Securities and Futures Ordinance.
The Client shall pay interest on all debit balances in the Account (including any amounts owed to Prudent Securities at any time) at such rates and terms as Prudent Securities may notify the Client from time to time. Such interest shall accrue daily and shall be payable on the last day of each calendar month or on any other date required by Prudent Securities. Overdue interest shall accrue monthly and interest itself shall accrue new interest.
Prudent Securities shall be entitled but not obliged to pay interest on the credit balance of the Account at such rate and on such terms as Prudent Securities may notify the Client from time to time. The Client acknowledges and agrees that such rate is variable and may differ from the rate paid by the bank to the trust account held by Prudent Securities on the Client's behalf.
The client agrees to pay the account service fees that may be levied by Pulun Securities to maintain the client's account, and the client authorizes Pulun Securities to deduct such fees from the client's account.
indemnity
You hereby irrevocably agree to indemnify and hold harmless the Indemnified Persons from and against any and all actions, claims, liabilities, losses, damages, costs and expenses suffered or incurred by or brought against any Indemnified Person arising out of or in connection with any act or omission of the Indemnified Persons (unless caused by the Indemnified Person’s proven negligence or wilful default) under these Terms and Conditions or any breach by you of any of your obligations hereunder.
Customer Identity
If a client of PLUS Securities conducts securities transactions for the client's account, whether on a discretionary or non-discretionary basis and whether as agent or principal for its client, the client agrees to comply with the following requirements in relation to any enquiry received by the relevant member of PLUS Securities from the Stock Exchange, HKFE, other relevant futures exchanges, the SFC and/ or relevant regulatory authorities ( "Regulatory Authorities" ) in relation to a transaction:
Subject to the following provisions, the client must immediately notify the regulatory authority of the identity, address, occupation and contact information of the client of the transaction and (to the best of the client's knowledge) the ultimate beneficiary of the transaction upon request by Pulun Securities (such request should include the contact details of the regulatory authority). The client must also notify the regulatory authority of the identity, address, occupation and contact information of any third party who initiated the transaction (if different from the ultimate beneficiary of the client) .
If the Client is trading for a collective investment scheme, discretionary account or discretionary trust, the Client must immediately notify the regulatory authority of the identity, address and contact details of the scheme, account or trust and (if applicable) the identity, address, occupation and contact details of the person who issued the trading instructions to the Client on behalf of the scheme, account or trust upon request by PLUS Securities (which request should include the contact details of the regulatory authority) .
If the Client is trading for a collective investment scheme, discretionary account or discretionary trust, the Client shall notify PLUS Securities as soon as practicable when the Client's authority to invest on behalf of the scheme, account or trust has been revoked. In the event that the Client's authority to invest on behalf of the Client has been revoked, the Client shall immediately notify the regulatory authority of the identity, address, occupation and contact details of the person or persons who have issued the relevant trading instructions upon request by PLUS Securities (such request shall include the contact details of the regulatory authority) .
If the Client knows that the Client is acting as an intermediary to conduct transactions on behalf of the underlying Client, but the Client does not know the identity, address, occupation and contact information of the underlying Client involved in the transaction , the Client confirms that:
the Client has made arrangements with its clients to enable the Client to obtain immediately upon request the information referred to in paragraphs (a) , (b) and/or (c) above from its clients , or to procure the receipt of such information; and
The Client will immediately request the client who issued the transaction instruction to provide the information in paragraphs (a) , (b) and / or (c) above upon the request made by Pulun Securities in relation to the relevant transaction, and submit the information submitted by its client to the regulatory authorities or cause such information to be submitted upon receipt.
In order to investigate suspicious transactions, upon receiving a request from PLUS Securities, the client shall provide PLUS Securities with the identity, address, occupation and contact information of the client behind the transaction in his or her account in real time .
Confirm that, where necessary, the client has obtained all relevant consents or waivers from the clients, collective investment schemes, discretionary accounts or discretionary trusts under whose account transactions are conducted, thereby providing the Supervisory Authority with the identity and contact details of such clients, collective investment schemes, discretionary accounts, discretionary trusts, and the ultimate beneficiaries of such transactions, and the person who triggered the relevant transactions (if different from his client's ultimate beneficiary).
Credit Check
The Client hereby authorizes PLUS Securities to conduct such credit inquiries or checks on the Client as it deems appropriate to determine the Client’s financial situation and investment objectives.
Transactions conducted through third parties
The Client acknowledges that PLUS Securities may, subject to the applicable laws and regulations, conduct transactions on behalf of the Client, or transfer all or part of its responsibilities set out herein to PLUS Securities or any other third party (collectively referred to as the "Third Party") to perform or arrange for a third party to perform the relevant transactions without prior notice to the Client. Without prejudice to the generality of the above terms, a Third Party may act as the Client's agent and/ or agent to perform transactions on behalf of PLUS Securities (whether through an integrated account or otherwise).
It is hereby expressly agreed that any agent holding securities as custodian or otherwise and any person to whom PLS delegates duties pursuant to this paragraph 9 may, subject to applicable laws and regulations and in accordance with these Terms, collect and retain for their own use all commissions, rebates or other fees arising from any transaction or other purchase or sale of securities on behalf of the Client.
Conflict of Interest
Subject to applicable laws and regulations, PL Securities may enjoy significant benefits in transactions conducted on behalf of clients, in particular:
(a) PLUS Securities and its directors, officers or employees and its agents may trade for their own accounts;
(b) PLUS Securities has the right to buy, sell, hold or trade any securities, or to adopt a position contrary to the instructions of the Client;
(c) PLS has the right to trade in securities in which it has a position or in which it acts as an underwriter, sponsor or otherwise; and
(d) Pulun Securities has the right to match the client's instructions with those of other clients.
Under no circumstances under these Terms and Conditions shall Pulun Securities be obliged to explain to the Client any profits or benefits obtained.
Client's rights disclosure obligations
Clients should be aware of the Securities and Futures Ordinance and the obligations therein to disclose certain shareholdings (including corporate and family interests). Other disclosure obligations may arise under legislation in other jurisdictions or under the rules and regulations of the market.
Pulun Securities is a licensed corporation and is not responsible for reminding clients of general obligations or any obligations that may arise from any instructions of clients, or obligations that have already arisen due to any transactions or any holdings or other reasons. Such disclosure obligations are the personal responsibilities of clients. Pulun Securities is not obliged to give notice of client holdings in any form before any time limit, except for any notice or statement expressly stated in this Agreement. Pulun Securities shall not be liable for any loss, cost or expense incurred by clients due to the failure or delay of clients or any other person to make disclosures in accordance with any relevant obligations, or delay or failure to notify clients about the execution of any instructions, but clients shall indemnify Pulun Securities for any loss, cost or expense incurred due to any relevant non-performance, delay or default.
Custody of securities
The client appoints Pulun Securities as the client's custodian to provide securities custody services to the client. The client agrees not to mortgage, pledge, sell, issue warrants or otherwise trade any securities and funds that constitute any part of any account without the written consent of Pulun Securities.
With respect to any securities held by PLUS Securities in Hong Kong for its clients, PLUS Securities may, at its discretion, do the following:
(for Registrable Securities) in the name of the Client or the name of Prudent Securities’ agent; or
deposited in safe custody in a segregated account opened in Hong Kong by an authorized financial institution as defined in the Securities and Futures Ordinance, an approved custodian or another intermediary licensed by the SFC for securities dealing, and the account is a segregated account designated as a trust account or a client account.
If Prudent Securities holds securities for safekeeping in accordance with this clause, Prudent Securities or its agent or custodian may:
Receive any dividends or other income generated by the security for the client's account and deposit it into the client's account or pay it to the client in the manner agreed with the client. When the security is part of the same large number of securities held on behalf of the client of PLUS Securities, the client is entitled to receive a corresponding share of the income generated by the holding according to the share of the security in all such securities held by PLUS Securities. When dividends are distributed in cash dividends or other forms, PLUS Securities has the right to select and accept cash dividends on behalf of the client if the client has not given different instructions in writing in advance; and
Provided that there is sufficient time to make the corresponding arrangements, PLUS Securities may exercise the voting rights and other rights attached to or conferred by such securities in accordance with the instructions of the client. If such exercise requires the payment of any fees and expenses related to the exercise, PLUS Securities or its agents will not be required to comply with any instructions of the client unless and until PLUS Securities receives all the fees required for the exercise.
Securities returned to a customer by Prudent Securities and its agents need not be identical to those received from or on behalf of a customer, but may be returned to a customer in the same quantity, kind and name at the Prudent Securities office where the customer maintains an account.
The securities held by PLUS for the Client pursuant to this clause shall be held entirely at the risk of the Client and PLUS shall not be responsible or liable for any loss or damage suffered by the Client unless such loss or damage is directly caused by the negligence of PLUS or fraud on the part of PLUS.
To the extent that any such securities do not constitute "collateral" as referred to in Section 4 of these Terms, Client hereby specifically authorizes PLUS Securities to dispose of such securities to satisfy any debt owed by Client ( or the beneficial owner of such securities ) to PLUS Securities arising from securities transactions or financial accommodations made by PLUS Securities; and such debt is still outstanding after PLUS Securities has disposed of all other assets designated as collateral to secure the satisfaction of such debt.
Trading Instructions
All instructions shall be given by the Client ( or its authorized agent ) in person or orally by telephone, or in writing, by hand, by mail, or by other means acceptable to PLUS Securities from time to time. Instructions stated in writing, whether by fax, email, or mail, shall be deemed received when PLUS Securities executes the instruction.
The client authorizes PLUS Securities to transfer funds in the account to another account of the client in PLUS Securities or a designated bank account according to the client's (or its authorized agent's) oral or written instructions. The client agrees to fully indemnify or keep fully indemnified PLUS Securities for any losses, expenses, claims, debts or expenses, including legal fees, arising from such authorization.
The Client acknowledges and agrees that any instructions given by (or purportedly given by) the Client or its authorized person to PLUS Securities by any means and acted upon or relied upon by PLUS Securities are irrevocable and binding on the Client at any time, regardless of whether the instructions are given by the Client in person or by an authorized agent. In any case, PLUS Securities is under no obligation to inquire or verify the identity and authority of the person giving the instructions by acceptable means.
The Client acknowledges that once an instruction has been given, such instruction may not be withdrawn or altered.
PLS Securities may, at its sole discretion and without giving any explanation, refuse to carry out any transaction for the Client or its Authorised Agent.
Trading Practices
If the securities buy and sell instructions issued by the client are not executed before the end of the relevant exchange trading day (or at a later time agreed by the client and Pulun Securities), the instructions will be deemed to be automatically cancelled.
The client authorizes PLUS Securities to combine and/or split the client's instructions to buy or sell securities with similar instructions received from other clients at any time and at PLUS Securities' absolute discretion in order to obtain better transaction prices and /or reduce the number of instructions. The client agrees that if there are not enough securities to meet the combined buy or sell securities instructions, PLUS Securities will allocate the actual buy or sell securities quantity to the relevant clients according to the order in which the instructions were received.
The client acknowledges that due to the trading practices of the exchange or other markets where the transaction is executed, the transaction instructions may not be executed at the "best price" or "market price". The client agrees that in any case, Pulun Securities will be responsible for the transactions conducted in accordance with the instructions issued by the client.
The relevant regulatory authorities, business agents, or PLUS Securities may cancel the order in the PLUS Securities order processing system. When there are unfinished orders in the account, the client is responsible for maintaining sufficient communication with PLUS Securities to be able to identify and resubmit the canceled order. PLUS Securities will try its best, but has no obligation to notify the client of the canceled buy and sell orders, and will not accept any responsibility for any losses directly or indirectly caused by the client as a result of canceling or terminating the buy and sell orders.
In accordance with applicable laws and regulations and market requirements, PLUS Securities may determine the priority of executing client instructions at its absolute discretion and taking into account the order in which instructions are received. Clients shall not raise any objection to the priority of PLUS Securities in executing any client instructions received.
If PLUS Securities engages the services of a Business Agent, PLUS Securities shall be entitled to accept and retain (for its own account) any commissions or rebates which PLUS Securities may receive in respect of any business provided to the Business Agent on behalf of its clients.
Subject to this clause, PLUS will act as agent for the Client in respect of any transaction unless PLUS indicates (in the contract note for the relevant transaction or otherwise) that PLUS is acting as principal.
Record confirmation
Pulun Securities will report the status of transaction execution to the client in the following ways: ( i) promptly report by telephone, fax or other means in accordance with the agreement and or (ii) send the client a written transaction confirmation and account statement within 2 business days after the transaction is executed . Pulun Securities will send the client a monthly statement summarizing the transaction status of the month in accordance with relevant laws, regulations and rules, unless there is no transaction, no income or expenditure, and no balance or position or securities held in the account in that month.
If the client does not send a written notice to raise an objection within the time limit specified in the relevant confirmation of Pulun Securities, the confirmation and monthly statement of the relevant account shall be final and deemed to have been accepted by the client. If no relevant notice is sent, the client shall be deemed to have waived the right to any alleged errors or omissions. If there is an overpayment of funds or securities in the account, the client agrees to notify Pulun Securities as soon as possible upon discovery and agrees not to take away the overpaid funds and securities ( or if they have been taken away, they should be returned promptly ) .
Representations, Warranties and Commitments
The client hereby warrants, declares and promises to Pulun Securities as follows:
The client signs the account opening form as the principal and does not trade on behalf of any other person, unless Pulun Securities is notified otherwise in writing; the relevant warranties, statements and commitments remain valid while the agreement is still in effect;
The Account Opening Form has been validly signed by the Client, and the Account Opening Form, these Terms and Conditions and all documents signed by the Client constitute a valid and legally binding agreement to the Client and can be enforced in accordance with its terms;
These Terms and the performance of the Customer's obligations set out herein do not and will not:
breach of any existing applicable laws, rules, regulations or any judgment, decree or permission or any constitutional document to which the Client is subject; or
any breach or default in any agreement or other instrument to which the Customer is a party or to which any property of the Customer is bound;
The Client is the beneficial owner of the securities or commodities held in the relevant Account and such securities or commodities are free and clear of any lien, charge, interest or encumbrance other than those established pursuant to these Terms;
Unless otherwise disclosed in the account opening form as amended from time to time or otherwise notified to PLUS Securities in writing, the Client is ultimately responsible for issuing all instructions in relation to any transactions conducted in any of the Client’s accounts and is the sole owner of all beneficial interests in any Client account;
The information provided by or on behalf of the Client to PLUS Securities in the Account Opening Form or otherwise is true, accurate, correct, complete and not misleading in all respects and PLUS Securities is entitled to rely solely on such information and representations in all respects;
If the Client is a corporation, it is duly incorporated and validly exists and is in good standing under the laws of the country where it is incorporated, and has full authority and capacity to sign this document and perform the obligations hereunder; the Client's signing of the Account Opening Form has been duly authorized by its governing body and is in accordance with its Articles of Association or Bylaws ( as the case may be ) ; and no order has been issued, petition has been filed or resolution has been passed to wind it up or dissolve it;
If the Customer is an individual, he has the legal capacity to enter into and perform all obligations under these Terms and Conditions and he is over 18 years of age and of sound mind, legally competent and not a bankrupt: and
The Client undertakes to sign and execute any actions, all agreements or documents that may be required by Pulun Securities to perform or implement these terms or any part thereof.
lien
Without prejudice to any general lien, right of offset or other similar rights that Pulun Securities may have under the law, the client agrees, accepts and declares the following terms:
All securities currently or in the future deposited or transferred to the securities account and any other account opened by the client with PLUS Securities, and securities deposited or transferred or to be deposited or transferred to PLUS Securities by or on behalf of the client for any purpose, and securities already or to be purchased, acquired or held by PLUS Securities on behalf of the client for any purpose and other replacement or additional securities, all attached interests, rights, money, dividends, distributions already made, distributions to be made, all sale proceeds, money received from the relevant transfers, sales or transactions; and
All of the Client’s property, assets, money, funds, receivables, amounts, titles, interests, rights, powers, subscriptions, interests and rights in the Securities Account and any other accounts opened by the Client with any PLUS Securities;
The above paragraphs (a) and (b) are collectively referred to as the "Retained Property" and shall be subject to a lien in favor of PLS and shall be a continuing security ( the "Lien" ) for:
As a guarantee for the due and timely performance and observance of all obligations or liabilities of the Client under these Terms; and
As security for the payment, repayment, performance and or payment on demand of any money, funds, liabilities, obligations and liabilities owed to Prudent Securities now or at any other time ( whether past, present or future and whether actual or contingent ) by the Client or any of the Client’s group companies ( whether alone or jointly with other persons or under any name, title or firm ) together with interest thereon and Prudent Securities’ legal fees and expenses under these Terms and Conditions or any other agreement or document with Prudent Securities.
The Client shall not assign, transfer, mortgage, pledge, pledge or create or allow any lien, security or other form of encumbrance of any nature to be incurred or to exist in respect of the Client’s rights, title, interest and claim in any investment product held for it by Prudent Securities without the prior consent of Prudent Securities.
The lien is immediately enforceable at any time when PLUS Securities deems it appropriate and upon the occurrence ( in the sole and subjective judgment of PLUS Securities ) of any event of default, and PLUS Securities shall be entitled, without prejudice to any rights or powers it may have under these Terms, the Loan Agreement ( if any ) or other documents and without notifying the Client:
at any time and from time to time appropriate, pay, deduct, transfer or set off all or part of the funds or monies in the Retained Property to pay, satisfy or discharge any money, funds, liabilities, obligations or liabilities secured by the Lien, and or
At any time and from time to time, at its absolute discretion, and without being responsible in any way for any loss suffered by the Client, sell, liquidate, transfer, deal in, dispose of or liquidate all or any part of the Retained Property ( as selected by Prudent Securities in its absolute discretion ) through the Broker through the Stock Exchange or other exchanges or in public or private form or otherwise, in one or more batches ( Prudent Securities is authorized to do all matters related thereto ) on such terms and conditions for such consideration (whether immediate payment or delivery or instalments and whether in cash or other consideration or both ) in accordance with the relevant terms and conditions .
Without limiting the generality of the foregoing, Prudent Securities is hereby specifically authorized to dispose of, liquidate, transfer, trade and/or purchase the Securities Account, including all Securities held in the Reserved Property or in the Securities Account, without notice to the Client .
In the event that less than all of the Retained Property is sold, disposed of, liquidated or transferred in any sale, disposal, liquidation, transfer, transaction or sale pursuant to this Section 17 or these Terms, then PLC may at any time and from time to time in its absolute discretion select which portion of the Retained Property shall be sold, disposed of, liquidated, transferred, transaction or sale.
The Client agrees that PLUS Securities has the full and absolute power and discretion to decide when and on what date to exercise or enforce its rights and powers to sell, dispose, allocate, liquidate, transfer, trade or dispose of the property in accordance with this Clause 17 or this clause. The Client shall not be entitled to make any claim against PLUS Securities for any losses arising from any sale, disposition, liquidation, transfer, trade or disposition made by PLUS Securities in accordance with this clause, regardless of how such losses are incurred, and whether or not a better price or better terms may be obtained by postponing or advancing the time of the relevant sale, disposition, liquidation, transfer, trade or disposition or other matters in the process of sale, disposition, liquidation, transfer , trade or disposition or retention of property .
Termination and Default Events
This clause shall continue to be effective to the extent applicable to each account unless either party to these clauses gives the other party prior written notice stating that party intends to terminate the agreement and specifying the account to be terminated. The effective date of termination of this clause stated in the notice shall be at least seven (7) business days after the receipt of such notice by PLUS Securities.
However, any revocation/termination agreement will not affect any transactions entered into by PLUS Securities under these terms, or the continued operation of these terms in respect of other accounts that have not been terminated before PLUS Securities actually receives written notice of revocation/termination, or the rights of PLUS Securities existing at that time, and all liabilities of the Client to PLUS Securities hereunder shall continue to be in full force and effect and may be enforced by PLUS Securities even if such revocation/termination agreement occurs.
If any of the following events of default occurs ( the " Event of Default " ) , Pulun Securities may also give written notice to the Client at any time to immediately terminate any account or the relevant part of these Terms affecting such account:
When PLUS Securities, in its sole discretion, deems it necessary to protect PLUS Securities or any PLUS Securities;
The Client fails or refuses to pay or repay any outstanding amount, money, funds, purchase price or other payment when due or payable under these Terms or any other agreement with Pulun Securities;
The Client fails or refuses to settle or pay any outstanding amounts, money or losses in any Client account maintained with PLUS Securities;
The Client breaches or fails to timely perform any term, promise, agreement, covenant or condition required to be performed by the Client under these Terms;
The Client fails or refuses to release, pay, repay or perform any debt, obligation or liability of the Client pursuant to these Terms or other agreements with Pulun Securities;
The Client fails to provide any Margin ( initial, maintenance or additional ) or adjustment ( price adjustment or otherwise ) due or payable under this clause , or fails or refuses to comply with any request, call or payment demand made by Pulun Securities under this clause;
The Client breaches, refuses, fails or fails to comply with, implement, perform or observe any term or condition of these Terms or any other agreement entered into with Pulun Securities;
any representation or warranty made in these Terms or in any document delivered to PLUS Securities is or becomes incomplete, untrue or incorrect;
Any consent or authorization required by the Client to enter into these Terms is cancelled, suspended, terminated or ceases to be in full force and effect in whole or in part;
A bankruptcy or winding-up application or petition is filed against the Client, or an application is made for the appointment of a receiver, or other similar legal proceedings are commenced against the Client;
any lien ( or any part thereof ) or any additional security ( or any part thereof ) in respect of any debt, obligation or liability hereunder is extinguished or terminated;
There is any decline or impairment in the value or market price ( whether actual or reasonably estimated ) of the Retained Property ( or any part thereof ) , the Collateral ( or any part thereof ) or the Other Collateral ( or any part thereof ) in the opinion of PLS;
Any attachment or charge imposed on a margin account or any other account opened by the Client with PLUS Securities;
Any third party has any claim, right or interest in any money or funds in the margin account or any account opened by the client with PLUS Securities;
the Client benefits from any bankruptcy, liquidation, reorganization, moratorium, insolvency or similar proceedings, or makes or proposes to make any arrangement or composition for the benefit of the Client’s creditors, or any order, judgment or decree is made by any court in respect of the winding up, reorganization, bankruptcy or appointment of a liquidator, trustee in bankruptcy or administrator in respect of the Client or a material part of its business or assets;
Customer becomes insolvent or dissolves, merges with an unrelated person, or sells all or any significant portion of its business or assets for any reason;
The Client dies, goes into liquidation or is declared incompetent by a judicial authority;
Any person commences any action, legal proceedings or any claim or demand against the Client in relation to any matter or the reserved property, collateral or any part thereof described in these Terms or against PLC in relation to any matter or the reserved property, collateral or any part thereof described in these Terms or
PLS Securities believes that there are any adverse changes in the client's corporate structure, business, assets, financial condition, general affairs or prospects;
PLS Securities is subject to any relevant exchange and/ or clearing house and /or brokerage firm or any applicable laws, rules and regulations requiring it to take any action referred to in this Clause 4 ; and
Prudent Securities believes that any event may or will damage or affect the rights, rights or interests of Prudent Securities.
When this clause ends:
All amounts due or owing by the Client under these Terms and Conditions shall become immediately due and payable. Notwithstanding any instructions to the contrary by the Client, PLUS Securities shall terminate any responsibility to buy or sell securities on behalf of the Client pursuant to the provisions of these Terms and Conditions.
If any security is sold pursuant to these Terms :
If PLUS Securities has made due efforts and sold or disposed of the securities or any part thereof at the then current market price, PLUS Securities will not be liable for any losses resulting therefrom;
PLUS Securities has the right to retain for itself or sell or dispose of any part of the Client's holdings to others at the prevailing market price at its discretion. PLUS Securities will not be liable for any losses resulting from this in any way and is not obliged to explain any profits made by PLUS Securities; and
If the net proceeds from the sale of securities are insufficient to cover the amount owed by the client to PLUS Securities, the client agrees to pay the shortfall to PLUS Securities.
Pulun Securities may sell, liquidate, redeem, cash out or otherwise dispose of all or part of a client's securities to repay all debts owed by the client to Pulun Securities.
Any net cash proceeds from the sale, disposal, redemption, cashing out or other disposal of securities by Pulun Securities pursuant to the provisions of this clause shall be credited to the client's account; the net balance (if any) in all accounts shall be returned to the client after first deducting or providing for all amounts due or owing and any other liabilities ( whether actual or contingent, present or contingent ) incurred or to be incurred by the client and outstanding by Pulun Securities. All unsold and undisposed securities and any relevant title documents in the possession of Pulun Securities shall be delivered to the client at the client's own risk and expense.
If, after application of Cash Proceeds and any deductions pursuant to this clause, the Account still remains in a balance, the Client shall pay to PLUS an amount equal to the amount in arrears on the Account plus any applicable funding costs from the date PLUS notifies the Client of such amount until the date ( whether before or after any legal ruling ) that payment is actually received in full .
To implement the provisions of this clause, PLUS Securities may make the necessary currency conversions on the relevant date at the spot exchange rate prevailing ( as determined by PLUS Securities at its absolute discretion ) in the relevant foreign exchange market .
Take such actions as PLUS Securities deems appropriate and appropriate.
In the case of a margin account, if the client fails to pay the deposit or margin or any other amount by the due date required by PLUS, PLUS may terminate the margin account without notice to the client and sell or dispose of any or all securities held on behalf of the client in such manner and at such price as PLUS thinks fit and may apply the proceeds and any cash deposits to pay all outstanding balances owed to the broker to PLUS. After applying such proceeds, any balance remaining will be refunded to the client. The client shall not have any right to claim any loss from PLUS arising from the disposal of the relevant securities and PLUS shall not be liable in any way for such loss, regardless of how such loss may have occurred and whether or not a higher price could have been obtained.
Joint and several successors
When the client consists of two or more persons:
Each person is individually and jointly liable with others for the obligations set forth in this clause;
Pulun Securities can accept instructions from any one of the clients and issue a receipt to the individual who issued the instruction without notifying the other clients. Pulun Securities has no responsibility to determine the purpose or appropriateness of the instructions issued by any individual client, and whether the payment allocation or delivery between the client and other individuals is appropriate. Pulun Securities reserves the right to require clients to submit instructions in writing;
Any payment and delivery of securities between Prudent Securities and individual clients will be effective and fully discharge Prudent Securities from any liability to each of them, whether such delivery is made before or after the death of any one or more of the clients;
Any notice given to any one individual among the Clients will be deemed to be given to all individuals holding the account;
The death of any individual among the clients ( if there are still survivors of the client ) will not lead to the termination of this clause. If the estate of the deceased can be compulsorily disposed by PLUS Securities to pay off any debts during his lifetime, the interest of the deceased in the account will belong to the survivor. The survivor among the clients shall immediately notify PLUS Securities in writing upon learning of the death of an individual.
This Agreement shall be binding upon the Client's heirs, executors, administrators, personal representatives, successors and assigns in the event of the Client's death.
No responsibility
Pulun Securities will try its best to comply with and execute the account and transaction instructions issued by the client and accepted by Pulun Securities; however, Pulun Securities or its directors, officers, employees and agents ( unless it has been proven that they or one of them has committed fraud and willful breach of contract ) shall not be liable for any loss, expense or damage caused by the client due to the following reasons ( hereinafter referred to as contractual civil negligence or other liability )
PLS's inability, inability or delay in complying with or executing any instruction or the instruction is ambiguous or imperfect; or
PLS acts in good faith in accordance with or in reliance on instructions from clients, whether or not such instructions are given following any advice or recommendation given by PLS or any of its directors, officers, employees or agents; or
PLS is unable to perform its obligations under this clause due to any reasons beyond its control, including restrictions by any government or regulatory body, closure or ruling by any exchange (or its individual divisions), suspension of trading, failure or malfunction of transmission or communications or computer equipment, postal or other strikes or other similar industrial action, or the inability of any exchange, clearing house, agent or other person to perform its obligations; or
Any exchange, clearing house, agent or other person ceases to recognize the existence or validity of any transaction for any reason, or is unable to perform or cancel any contract for the above transaction, but the occurrence of any of the above circumstances shall not affect the Client's responsibilities and obligations under this Contract in respect of or arising from such Contract; or
Any instruction given verbally or by electronic means of communication being misunderstood or misinterpreted, or there being congestion in the transmission of electronic messages or any other reasons causing delay or error in transmission, or any mechanical failure, suspension or cessation of continuous operation or effectiveness of the telephone or telecommunication systems or devices and all other related equipment, facilities and services used by Pulun Securities for receiving and processing instructions transmitted via telecommunications devices.
You agree to fully indemnify and keep fully indemnified PLUS and its agents and their directors, officers, employees and agents (the "Indemnitees") for any losses, costs, claims, liabilities or expenses arising out of or in connection with any transaction, or any action taken or not taken by PLUS pursuant to these Terms, or any breach by you of any of its obligations hereunder, including legal fees, costs incurred by PLUS in collecting debts owed by you and account balances owed, reasonable expenses of PLUS in exercising its rights under these Terms or in connection with the termination of your account, and penalties imposed on PLUS by any exchange and/or clearing house as a result of any transaction.
The Client shall further indemnify PLUS Securities against any claim which the Purchaser or any other person may have against PLUS Securities arising out of any defect in the Client's title to the Securities.
Self-determination
The client agrees and acknowledges that the client shall make his own independent judgment and decision on each security. Prudent Securities shall not be liable for any information or advice provided by any director, officer, employee or agent of Prudent Securities, whether or not the advice is provided at the request of the client, except that Prudent Securities shall ensure that the advice or solicitation made to the client is reasonable.
If PLUS Securities solicits the sale or recommends any financial product to a client, the financial product must be one that PLUS Securities considers to be reasonably suitable for the client after considering the client's financial situation, investment experience and investment objectives. The other provisions of this clause or any other documents that PLUS Securities may require the client to sign and any statement that PLUS Securities may require the client to make shall not derogate from the effect of this paragraph 21.2 .
Related Persons
The Client warrants, represents and undertakes to Prudent Securities that the Client is not a connected person (see the Interpretation of the Listing Rules and/or GEM Listing Rules (as the case may be) for details) of the relevant company that gives instructions to Prudent Securities to purchase, dispose of or otherwise deal in the relevant securities and/or futures/options contracts (as applicable), unless the Client expressly informs Prudent Securities to the contrary before giving the relevant instructions.
Currency conversion
If the Client instructs PLUS to enter into any transaction in securities and/or futures/options contracts and/or commodities (as applicable) on an exchange or market where the transaction is effected in a currency other than the currency of the relevant account:
The costs, exchange gains and losses and risks arising from exchange rate fluctuations between currencies shall be borne entirely by the customer;
All initial and subsequent deposits of Collateral (applicable to the Margin Account) shall be made in the currency and in the amount specified from time to time by PLUS Securities in its sole discretion. If (with PLUS Securities’ consent) such deposit is made in a currency other than the currency specified by PLUS Securities as aforesaid, PLUS Securities may determine the prevailing market exchange rate between the relevant currencies to be used for such deposit and such determination shall be binding on the Client;
When the relevant securities are otherwise sold, PLUS Securities shall debit or credit the currency of the relevant account with an amount converted at the prevailing market rate between the relevant currencies as determined by PLUS Securities and such determination shall be binding on the Client.
All payments made by Client to PLUS Securities in foreign currency must be in freely transferable and immediately available funds at the time of receipt by PLUS Securities, free of any taxes, charges or other payments of any nature.
PLS reserves the right to refuse to accept any instruction from the Client regarding any currency conversion at any time.
Settlement Account
The Client hereby authorizes PLS to deposit, transfer or pay all or any part of the sale proceeds or any amount payable to the Client pursuant to these Terms into the Settlement Account.
The Client unconditionally and irrevocably agrees and declares that the deposit, transfer or payment of the whole or any part of the sale proceeds or money into the Settlement Account shall in all respects be deemed to be a valid and sufficient payment of the full amount of such money to the Client by PLUS Securities in accordance with this clause and shall in all respects be deemed to be a release and discharge of all legal liabilities and obligations of PLUS Securities to pay the full amount of such money under the Agreement.
Without prejudice to paragraph 24.2 , the Client unconditionally and irrevocably agrees and declares that any transfer, remittance or payment of funds from the bank account of PLUS Securities to the Settlement Account or further transfer, remittance or payment of such funds to the Settlement Account ( whether or not in Hong Kong ) through other intermediary banks or agent banks shall in all respects be deemed to be a valid and sufficient payment of such funds to the Client by PLUS Securities in full in accordance with this clause.
Without prejudice to paragraphs 24.2 and 24.3, the Client unconditionally and irrevocably agrees and declares that if the settlement account is a bank account of an overseas bank, PLUS Securities will not be responsible for:
any risks involved in the transfer, remittance, settlement and settlement of funds between banks ( whether or not in Hong Kong ) ;
Any error, omission, delay, loss or damage caused by any bank in any inter-bank money transfer, remittance, clearing or settlement ( whether or not in Hong Kong ) .
Reward Arrangement
In connection with transactions conducted by Pulun Securities for clients, the relevant issuers, other brokers or other persons may from time to time give cash or monetary rebates or non-monetary arrangements or other rewards of any form and nature (collectively, "Such Rewards") to the relevant members of Pulun Securities and/or their employees and/or their agents. Notwithstanding any provisions of this Agreement that may conflict with it, the client agrees and hereby permits the relevant members of Pulun Securities and/or their employees and/or their agents (as the case may be) who have opened accounts for the client to accept such rewards.
General Terms
(a) Unless PLUS expressly states (in the contract note or other document relating to a transaction under these Terms or otherwise) that PLUS is acting as principal , PLUS is acting as agent for the Client in any transaction under these Terms. (b) Notwithstanding the fact that PLUS is acting as agent for the Client in any transaction, PLUS may, in its absolute discretion, refuse to accept any instruction for any transaction without assigning any reason. PLUS shall not be liable to the Client for any loss arising from or in connection with the Client’s failure to accept or act in accordance with any instruction or the omission to give notice of its failure to accept any instruction. (c) Where the Client has been approved by PLUS to participate in Margin Trading, the Client shall further be subject to the provisions set out in Part IV. The terms and conditions of the "Securities Margin Trading Terms and Conditions". If a debt is incurred pursuant to these new services, in addition to any rights that Pulun Securities may have, the securities held pursuant to this document will be subject to the charge described herein and become security or collateral, and the client does not need to sign any other documents. The same applies to all debts regardless of how they are incurred.
All transactions will be conducted in accordance with all laws and the rules and regulatory instructions, bylaws, practices and usages of exchanges and clearing houses as amended from time to time and applicable to Prudent Securities and will be binding on the Client.
The Client confirms that he has read the English or Chinese version of these Terms and Conditions and that the contents of these Terms and Conditions have been fully explained to the Client in a language that the Client understands and the Client has agreed to these Terms and Conditions. The Client acknowledges that if there is any conflict between the English and Chinese versions of these Terms and Conditions, the English version shall prevail.
This clause is governed by and enforced in accordance with the laws of Hong Kong. The client hereby irrevocably accepts the exclusive jurisdiction of the Hong Kong courts. Acceptance of such jurisdiction will not, nor should it be construed as, limiting the right of Pulun Securities to initiate legal proceedings against the client in any other court of competent jurisdiction; and the initiation of legal proceedings in any one or more jurisdictions will not prevent the initiation of legal proceedings in any other jurisdiction simultaneously or separately.
Lon International may revise this clause by giving the client not less than 21 days’ prior written notice. If the client continues to maintain the account on or after the effective date of the relevant revision, the relevant revision shall be binding on the client. The client is hereby reminded of the client’s right to terminate the agreement as set out in paragraph 17 of this section.
The Client acknowledges that telephone conversations or other forms of communication between the Client and Pulun Securities may be recorded or otherwise electronically monitored without any warning and that such tapes may be used as conclusive evidence in the event of a dispute between the parties.
This clause shall be binding upon the blood heirs, executors, administrators, successors and assigns ( as the case may be ) of the client.
The Client hereby undertakes to inform PLUS Securities of any material changes to any of the information provided in the account opening form ( particularly as specified in paragraph 6.2(a) of the SFC Code of Conduct ) . PLUS Securities will inform the Client of any material changes to any of the services it provides to the Client ( particularly as specified in paragraph 6.2( b) , ( d) , (e) and (f) of the SFC Code of Conduct ) .
Each of the terms and conditions of these Terms is severable and independent of the other terms and conditions. If at any time one or more of the relevant terms are invalid or unenforceable, the validity, legality or enforceability of the remaining provisions hereof will not be affected or impaired in any way.
If Pulun Securities commits a default as defined in Part XII of the Securities and Futures Ordinance and causes losses to the client, the client understands that the right to apply for compensation from the Investor Compensation Fund established under Part XII of the Securities and Futures Ordinance is subject to the limits stipulated in the Ordinance. Therefore, there is no guarantee that all, part or any of the monetary losses suffered by the client due to the default can be recovered from the Investor Compensation Fund.
Securities and Futures ( Client Money ) Rules
Pursuant to Rule 6 of the Securities and Futures ( Client Money ) Rules made pursuant to Section 149 of the Securities and Futures Ordinance , the Client hereby agrees that PLUS may pay and transfer the Client’s money to (a) any account of the Client maintained with any PLUS Securities for the purpose of satisfying any settlement or margin call or amounts due on such/such account(s); and or (b) any segregated account held by PLUS Securities on behalf of the Client pursuant to the Client’s written authorization granted by way of standing authorization.
For the purpose of 27.1 above , for the sake of clarity, the term segregated account, in addition to the definition set out in the Securities and Futures ( Client Money ) Rules made pursuant to Section 149 of the Securities and Futures Ordinance , also extends to include segregated accounts of any financial institution in Hong Kong and /or its jurisdiction.
For the purposes of Rule 6 of the Securities and Futures ( Client Money ) Rules made pursuant to Section 149 of the Securities and Futures Ordinance, the Client agrees that PLUS may retain all interest earned on any sums held on the Client's behalf in the Cash Account or Margin Account and shall be entitled to:
(a) the interest is credited to the Cash Account/ Margin Account ; or
(b) PLS becomes aware that such interest has been credited to the Cash Account/Margin Account
The interest amount will be withdrawn from the cash account or margin account on the next business day after the expiration of the deposit (whichever is later).
Notifications and Communications
Subject to paragraph 25.2 below , except for any instructions given in the manner permitted by any other provision of these Terms, any notice or communication from the Client to Prudent Securities (or vice versa) shall be in writing and shall be made or sent by post (or, in the case of international mail, by airmail) or telex or facsimile, and shall be deemed effective (i ) if sent by post, on the 7th business day after Prudent Securities receives the notice; or (ii) if sent by telex, on the next business day after Prudent Securities receives the notice; or (iii) if sent by facsimile, on the day Prudent Securities receives the notice, whichever occurs first. Notices and communications shall be addressed to the following address:
(a) If sent to the Client, it should be sent to the address , fax number or email address stated by the Client in the account opening form , or other address, fax number or email address specified by the Client in writing to PLUS Securities;
(b) if sent to PLUS Securities, it shall be sent to the office address selected and notified to the Client by PLUS Securities from time to time .
Notices and other communications sent to clients through the electronic trading services and electronic monthly statements of Pulun Securities shall be deemed to have been delivered to clients in person at the time of delivery.
If such method is specified in the account opening form, the client hereby permits PLUS Securities to use the internet to communicate or transmit information or documents to the client.
transfer
Unless otherwise provided by applicable laws and regulations, the client hereby expressly agrees that Pulun Securities may transfer any rights contained in this document to any other third party without the client's prior consent, but the relevant transfer notice must be given to the client.
Single and ongoing agreements
This Agreement and all its amendments are a continuing agreement and cover all securities accounts opened and held by the Client from time to time with Prolon Securities individually and collectively. Each instruction executed by Prolon Securities is subject to the terms and conditions of this Agreement. The Client hereby confirms that all such transactions executed for the Client are executed by Prolon Securities based on the relevant facts, as if the statements, commitments and warranties given by the Client to Prolon Securities in Article 16 were repeated before each relevant transaction. If they were not repeated, the two parties would not enter into the relevant transaction.
Third Party Rights
Subject to paragraph 31.3 , any person who is not a party to these Terms and Conditions shall have no rights under the Contracts (Rights of Third Parties) Ordinance ( Chapter 623 of the Laws of Hong Kong ) ( the “Third Parties Ordinance”) to enforce or enjoy the benefit of any term of these Terms and Conditions.
Notwithstanding anything else in these Terms, the revocation or variation of these Terms at any time does not require the consent of any person who is not a party to these Terms.
By virtue of the Third Party Provisions, any director, officer, employee, broker or relative of any member of Pulun Securities may rely on any provision of these Terms (including, without limitation, any indemnity, limitation or exemption of liability) to the extent expressly conferred upon such person any right or benefit.
Time limit is the key
Time is of the essence for all debts and obligations of the Customer under these Terms.
Part II : Terms and Conditions for Securities Cash Transactions
This section is in addition to and supplements the section of these Terms entitled "General Terms and Conditions". All securities transactions and sales completed, processed, conducted, entered into, and entered into by clients with and through PLUS Securities for cash accounts, and the cash accounts opened and maintained by clients with PLUS Securities, are subject to the terms and conditions of this section and the section of these Terms entitled "General Terms and Conditions". If any provision of this section is in conflict or inconsistent with any provision of the section of these Terms entitled "General Terms and Conditions", the provisions of this section shall prevail.
Short selling services
The client acknowledges that PLUS will not accept instructions for short selling on behalf of the client. PLUS shall not be liable to the client for verifying whether an instruction is for short selling. The client promises that he will not issue any instructions for short selling and will notify PLUS if any sell order is related to short selling of securities, and the relevant notification must be issued at the same time as the sell order is issued. For a "covered" short selling sell order, the client must notify PLUS when issuing the sell order, and PLUS has the absolute discretion to decide whether to accept the instruction to execute the order.
Securities Lending
PLS is permitted to lend securities only in accordance with the Securities Lending Regulations or Clearing Rules ( as the case may be ) issued by the Exchange . If the borrowed securities relate to Hong Kong stocks, PLS must also lend securities in accordance with applicable laws, in particular the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong ) and the relevant Stamp Duty Office Interpretation and Practice Notes.
trade
For each transaction, unless otherwise agreed or PLS has held cash or securities on behalf of the client for settlement of the transaction, the client shall pay PLS the available amount ( including payment in currencies other than Hong Kong dollars ) within the time notified by PLS to the client , or deliver to PLS the fully paid securities with valid and complete title and deliverable form. The client shall be responsible for any losses and expenses incurred by PLS due to the client's settlement error.
If the Client does not do so, PLUS may ( in addition to its other rights, powers and remedies ) without further notice:
( ) in the case of a purchase or subscription of securities, the sale of the purchased or subscribed securities; or
(ii) in the case of a sale of securities, borrowing and/or purchasing securities to settle the relevant transaction;
Alternatively, in addition to or in lieu of clause ( ) or (ii) above , PLS may rely on the rights of consolidation and set-off set out in paragraph 17 of Part 1 to settle such Transaction.
Settlement Funds:
Pulun Securities does not accept cheques issued by third parties as deposits of funds. Pulun Securities may, at its absolute discretion, accept a third party to transfer settled funds to its designated account as a deposit on behalf of the client.
After the client makes a payment, he shall immediately notify PLUS Securities and deliver a written receipt of the payment to PLUS Securities. The client confirms that the payment will be credited to the client's account or reflected in any account only after PLUS Securities receives such notification. The client agrees that interest payable or receivable will be calculated on this basis.
The client acknowledges and understands that it is the client's responsibility to keep the payment evidence until it is provided to PLUS Securities. PLUS Securities shall not be responsible or liable to the client for any losses incurred or related to the client's failure to provide the payment evidence to PLUS Securities promptly or on time, or the use of the payment evidence by any person other than the client ( regardless of whether the client 's instructions or consent are obtained ) .
The client agrees and accepts that if PLUS Securities receives a cheque and /or related online deposit instruction after its daily designated cut-off time , the amount and/ or instruction will be deemed to be received by PLUS Securities on the next business day, but PLUS Securities may handle it at its absolute discretion. PLUS International shall not be liable to the client for any loss, damages, expenses or any loss of profit caused ( directly or indirectly ) or suffered and/or incurred by the client as a result of the above arrangement ( including legal liability due to negligence ) under any circumstances ;
The Client fully understands and agrees that any instructions issued in relation to online deposits may be interrupted, delayed or not delivered due to communication network failure, system failure, device or software interference or other circumstances. The Client agrees to bear all risks arising therefrom and shall be solely legally responsible for any losses, damages, expenses or any loss of profits suffered or incurred by the Client ( directly or indirectly ) as a result of online deposits; and
Money or funds deposited in a securities account must be settled and actually received by PLUS Securities before it can be used or applied.
Payment of transaction
The client must provide the securities sold to PLUS for settlement, or provide cleared funds to PLUS for payment for the securities purchased, at the location notified by PLUS to the client before the due settlement date or payment date. The settlement date is the day when PLUS receives the securities for the relevant transaction, and the payment date is the day when PLUS receives the cleared funds ( in the currency required for the relevant transaction ) for the relevant transaction . If the client fails to provide the securities or cleared funds to PLUS before the settlement date or payment date, PLUS and/ or PLUS's trading agent shall have the right to immediately, without further notice or request, to:
(a) borrow and/ or buy the required securities for settlement at prices determined by PLUS Securities and/ or PLUS Trading Agents in their absolute discretion , collect the relevant fees from any client account of PLUS Securities, deliver securities to satisfy the client's obligations and deposit the proceeds of the delivery into any client account; or
(b) accept delivery of Securities, collect the relevant funds from any client account of PLUS Securities to meet the client's obligations , transfer and or sell Securities at prices determined by PLUS Securities in its absolute discretion and deposit the proceeds therefrom into client accounts.
or, in addition to or in lieu of (a) or (b) above, use the rights of consolidation and set-off set out in clause 17 of Part 1 to settle the Transaction.
The Client shall be liable on a full indemnity basis for any losses and any costs or expenses ( including legal fees ) incurred by PLUS Securities and/or PLUS Trading Agents arising from the purchase or sale of Securities in accordance with Clause 3.3( ) .
The Client irrevocably authorizes PLUS Securities to transfer, deduct or reduce the securities account and/ or any money in the account to pay, release and settle the Client's liabilities, debts and obligations arising from, incurred under and related to these Terms and Conditions, including but not limited to the purchase price, fees, charges, expenses, commissions and interest payable and unpaid by the Client under these Terms and Conditions.
Clients may instruct PLUS Securities from time to time to conduct securities transactions through a cash account, and PLUS Securities has the right (but not the obligation) to act in accordance with such instructions. Clients may give instructions for securities transactions or settlements (including transfers or withdrawals of funds and/or securities) verbally, in writing or by any electronic means approved by PLUS Securities from time to time, and must indicate the name of the cash account, account number or other form of identification specified by PLUS Securities. If PLUS Securities specifies additional terms and conditions (or amendments thereto) to apply to a certain method by which clients may give such instructions (PLUS Securities may specify the scope of application), if clients give such instructions through such methods after PLUS Securities notifies clients of the relevant terms and conditions (or amendments thereto), such additional terms and conditions (or amendments thereto) will be deemed to have been accepted by clients and be binding on clients. Clients' instructions are irrevocable, unless PLUS Securities expressly agrees otherwise, and shall take effect upon actual receipt by PLUS Securities.
If any client's instructions for securities trading are accepted by Pulun Securities, Pulun Securities shall make reasonable efforts to execute the transaction in accordance with the relevant instructions. Due to environmental or technical limitations and market price fluctuations, Pulun Securities may not be able to execute all client instructions or fail to trade at the best price, market price or quotation at a certain time. The client hereby agrees to be bound by the consequences of any transaction instructions issued by the client. Pulun Securities shall not bear any responsibility for failure or inability to comply with any client's instructions, unless it is due to Pulun Securities' gross negligence or willful default.
For securities purchase transactions, if the selling broker fails to deliver the securities on the settlement date and Prudent Securities is required to purchase the securities for securities settlement, the client is not responsible to Prudent Securities for the cost of such purchase.
The Client hereby acknowledges and agrees that the Client will, upon demand, make and maintain indemnity to Prudent Securities for any and all losses, costs, charges and expenses arising out of the Client’s failure to perform its obligations on the Settlement Date as aforesaid.
Charge interest
The Client shall pay interest on all amounts owed to PLS (both before and after judgment) (including interest on overdue payments) calculated at the rate demanded by PLS. Such interest shall accrue from the due date until payment in full and shall be payable on the last business day of each month or upon demand by PLS (whichever is the earlier). The relevant interest rate (in the case of amounts arising from securities transactions on the Stock Exchange) shall be calculated based on the best lending rate of The Hongkong and Shanghai Banking Corporation Limited (as quoted by The Hongkong and Shanghai Banking Corporation Limited) or PLS’s funding cost (being the rate charged by PLS’s correspondent banker) plus five per cent (5%) per annum, whichever is higher. PLS may also decide from time to time to calculate interest at the prevailing best lending rate of Hong Kong dollars of other banks. For all other amounts, the interest rate shall be PLS’s funding cost for the relevant amount plus such percentage as notified by PLS from time to time to the Client.
No representation or warranty
Prudent Securities is not obliged to make or imply (and has not made or implied) any representation or warranty as to the value, merits or suitability of any securities purchased by clients unless Prudent Securities has otherwise agreed in writing to the contrary.
Cash held for customers
Any cash held on behalf of the Client in respect of the Cash Account (excluding cash received by PLUS for settlement purposes or paid to the Client in respect of securities transactions, or for payment of other appropriate charges required by these Terms and Conditions or any other applicable rules and regulations) shall be credited to the Client’s trust account at a licensed bank in accordance with the requirements of applicable regulations from time to time.
Part III : Terms and Conditions of the Initial Public Offering and the Placing
This section is in addition to and supplements the section entitled "General Terms and Conditions" of these Terms. All applications made by PLUS Securities as an agent on behalf of clients to subscribe for or purchase the Offered Securities, and all financial facilities granted or extended by PLUS Securities to clients at their request in connection with such applications, are subject to the terms and conditions of this section and the section entitled "General Terms and Conditions" of these Terms. In the event of any conflict or inconsistency between any provision of this section and any provision of the section entitled "General Terms and Conditions" of these Terms, the provisions of this section shall prevail.
Interpretation
Words and expressions defined in the section of these Terms entitled "General Terms and Conditions" shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
In this Part, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"This Agreement" means the agreement entered into between the Client and PLUS Securities, consisting of the Account Opening Form, these Terms and Conditions and other documents referred to or attached thereto (including any amendments or supplements thereto from time to time);
“Allotted Securities” means all Securities for which the relevant Application is accepted;
“Application” means any application made by PL Securities as agent on behalf of a Client to subscribe for or purchase the Offer Securities pursuant to Article 2;
“Application Amount” means the total application amount of the price of each Offer of Securities ( including transaction levy, commission, account opening fee and other relevant fees ( if applicable )) ;
“Funding Expenses” means the amount (if any) of costs, fees, interest, expenses, commissions and charges (including but not limited to the amounts, costs, fees, interest, expenses, commissions and charges referred to in or incurred under Clause 7.5) notified to the Client by PL Securities from time to time;
“IPO” means a public offering of newly listed securities and/or the issuance of such securities on an exchange;
“Issuer” means the issuer or seller of securities for sale”;
"Loan" means the financial facility granted or extended by PL Securities to the Client at the Client's request in relation to the Application made under Clause 7 ;
"offer securities" means securities offered by an issuer (a) for subscription in an initial public offering; or (b) for purchase in a securities placing;
“Placing” means a placing and/or selected/restricted offer of securities;
“Relevant Persons” means the Issuer, Sponsor, Underwriter, Placement Agent, and other intermediaries involved, the Exchange, the Securities and Futures Commission, the Clearing House and any other relevant regulatory authorities and other relevant persons; and
“Terms and Conditions” means all the terms and conditions in this Chapter 3 “Terms and Conditions of the Initial Public Offering and the Placing” ( as amended or supplemented from time to time ) .
Apply
Once the client has made an application instruction, the application cannot be cancelled. The client irrevocably and unconditionally requests and authorizes Pulun Securities to make the application with the following details:
the number of offer securities applied for;
the name of the issuer of the offered securities; and
The application amount of the securities offered.
PLS reserves the right to refuse to execute any instruction from a client because there are insufficient funds in the client's account to pay the application amount, funding fees, charges and expenses during the relevant period, or if PLS considers there are any other reasonable reasons, it may refuse to execute the relevant instruction without giving any reason.
If an application is submitted by Prudent Securities or its agent, Prudent Securities or its agent is the agent of the client in relation to the application for the offering of securities, but Prudent Securities or its agent ( as the case may be ) is not the agent of the issuer or other parties involved in the initial public offering or placement of the relevant offering of securities.
Clients must apply for the offering of securities as principal. Any application made by the client as agent, nominee or trustee for any other person will be rejected by PLS.
Clients must ensure that each application complies with any minimum, maximum, share denomination and other requirements (whether in terms of the number or value of securities involved or the number of applications) specified by the issuer in relation to the initial public offering or placing of securities. Any application that does not fully comply with such requirements will not be accepted by Pulun Securities.
Applications must be made in accordance with the provisions of this Agreement.
Pulun Securities may aggregate applications together with bulk applications made by Pulun Securities or its agents for Pulun Securities and/ or on behalf of Pulun Securities and /or Pulun Securities’ own clients. The Client acknowledges and agrees that:
Such large-amount applications may be rejected for reasons unrelated to the client and the application, and in the absence of fraud or wilful default, PLUS Securities and its agents shall not be liable to the client or any other person for the consequences of such rejection;
If the large application is rejected due to a breach of the client's representations, undertakings and warranties or for any other reason related to the client, the client shall indemnify Prudent Securities for any loss, damage, cost, charge, expense, claim or demand that Prudent Securities may suffer or incur or be made against. The client acknowledges that he will also be responsible for the losses of other persons affected by the above breach or other reasons; and
If only part of the shares are allocated to a large application, PLS has the right to distribute the allocated securities at its absolute discretion, including distributing the allocated securities equally among all clients who participated in the large application. Clients shall not have any claim as to the amount of the allocated securities allocated to the large application or the priority given to other clients.
If the Offer Securities are denominated in a foreign currency, or in both Hong Kong dollars and a foreign currency, PLS shall have absolute discretion as to the following matters:
require the Client to pay or transfer to PLS the Application Amount, Fund Raising Fees, Charges and Fees in Hong Kong Dollars and/or such foreign currency ratio as PLS may require from time to time; and
Convert (in whole or in part) application amounts, funding fees, charges and expenses from one currency to another for the purpose of submitting an application and/or other purposes incidental to the submission of an application .
The Client acknowledges that PLS has invited the Client to seek independent advice in relation to the Application or that the Client, although provided with the opportunity to seek independent legal advice, does not consider it necessary.
The Responsibilities of Pulun Securities
Unless otherwise appointed in writing, Pulun Securities is not the client's investment advisor and is not responsible for any losses that the client may suffer as a result of any application.
Prudent Securities will not make any promise, guarantee or representation regarding the allocation results of the Offered Securities and in no event shall Prudent Securities be responsible for the allocation results ( whether or not related to Prudent Securities’ acts, omissions or defaults ) .
Pulun Securities shall not be responsible for any legal or other liability incurred or resulting from its failure to perform any of its obligations or omissions under this Agreement ( including but not limited to making an application or any refusal to make or any withdrawal of an application ) .
Notification and Results
The issuer is solely responsible for approving or disapproving applications for an IPO or placement of securities and announcing the results of the allocation of securities. The specific arrangements for the announcement of the results may vary and the client is responsible for reviewing the relevant prospectus and/or offering documents to determine the details of such arrangements. Pulun Securities will notify the client of the results of his application in a manner that Pulun Securities deems appropriate.
Unless PLUS Securities receives notice of contrary opinion from the Client within the time limit as may be specified in its allotment notice to the Client (without prejudice to PLUS Securities’ right to repayment on demand) and all amounts payable under these Terms and Conditions (including but not limited to loans, application amounts, financing fees, charges and costs), PLUS Securities is authorised but not obliged to sell any or all of the allocated securities in such manner and at such price as PLUS Securities may deem appropriate (without liability for any losses) without notifying the Client and obtaining his consent, and to apply the proceeds of such sale to pay the expenses incurred thereby and all other expenses incurred by PLUS Securities in this regard, and to apply the proceeds to repay PLUS Securities for loans, financing fees, charges and costs in advance and then pay the application amount and the balance (if any) to the Client or to other persons in accordance with the Client’s instructions. If there is any shortfall after the sale of the allocated securities, the Client shall make up for it and pay such shortfall to PLUS Securities on demand. Clients shall also pay interest at the rate and other terms notified to them by PLS from time to time, or in the absence of such notification, at the most favorable rate of The Hongkong and Shanghai Banking Corporation Limited (quoted by The Hongkong and Shanghai Banking Corporation Limited) or PLS's cost of funds (i.e. the rate charged by PLS's correspondent bank) plus 7% (7%) per annum, whichever is higher. PLS also has the right to decide from time to time to calculate interest at the most favorable rate prevailing in Hong Kong dollars of other banks. The relevant interest shall be paid on the last business day of each calendar month or immediately upon PLS's request for payment.
If Prudent Securities receives a notice from a client under Clause 4.2, the client shall, upon demand from Prudent Securities, pay to Prudent Securities all amounts payable by the client under these Terms (including but not limited to the loan, application amount, funding fees, charges and costs), and Prudent Securities (after paying the necessary expenses required by the Central Depository) will issue to the client or cause its agent to issue to the client the certificate of the relevant allocated securities (with the relevant transfer duly executed) or cause the allocated securities to be credited to the client's designated account.
If the Offer Securities are denominated in a foreign currency, or in both Hong Kong Dollars and a foreign currency, PLS shall have the absolute discretion to convert (in whole or in part) the Application Amount, Fund Raising Fees, charges and expenses from one currency to another for the purpose of subscribing for or purchasing the Allotted Securities and/or for other purposes incidental to the subscription for or purchase of the Allotted Securities.
Refund of application amount
If no application is submitted on behalf of the client, or if PLUS Securities has reason not to process the client's instructions regarding the application, PLUS Securities will arrange:
(a) in the case of an initial public offering, on the refund date announced by the issuer; or
(b) in the case of a placing of securities on offer, the application amount deducted from the client (in full but without interest ) shall be refunded by crediting the relevant amount to the Settlement Account within 3 Business Days after the completion and/or termination of the placing in accordance with the terms and conditions of the prospectus, offer document, application form or other documents related to the placing . In the event of a properly submitted application but unsuccessful ( or only partially successful ) , PLUS will arrange for the refund of the application amount ( or the applicable balance in the case of a partially successful application ) in the manner described in this clause .
If the issue price ( as finally determined by the issuer ) is lower than the application amount originally paid by the client,
Subject to the terms and conditions of the sale, PLUS Securities will arrange to refund the remaining application amount to the client in the manner described in these Terms.
Unless otherwise specified in writing by PLS, all funding fees incurred in connection with the application will not be refunded.
If the Offer Securities are denominated in a foreign currency, or in both Hong Kong dollars and a foreign currency, PLS shall have absolute discretion as to the following matters:
(a) refund, pay or transfer the Application Amount (or the applicable balance in the case of a partially successful Application) to the Client in such proportion of Hong Kong Dollars and/or the relevant foreign currency as determined by PLUS from time to time ; and
(b) converting (in whole or in part) the Application Amount ( or, in the case of a partially successful Application, the balance) from one currency to another currency for the purpose of the above refund, payment or transfer and/or other purposes incidental to the refund, payment or transfer.
Customer's Statement, Commitment and Guarantee
The Client warrants that PLS is authorised to act as the Client's agent and to make the application for the Client's benefit.
The Client warrants that the Client is not prohibited from making an application by any relevant person or a person prohibited from making an application by any laws, rules or regulations.
Customers must be familiar with and comply with the following:
all the terms and conditions governing the IPO and/or Placing of the Securities as set out in the Application Form, the Prospectus, the Offer Document and any other relevant documents relating to the IPO and/or Placing of the Securities ; and
The terms and conditions of this Agreement and the Customer agrees to be bound by the terms and conditions of any Application.
Clients should make their investment decisions based on the prospectus, offer document and any other relevant documents relating to the IPO and/or placing of securities and not on any information relating to the IPO and/or placing of securities ( especially publicity or promotional materials and media reports on the IPO and/or placing ) .
The client declares, promises and warrants to Pulun Securities:
(a) ( where multiple applications for subscription or purchase of Offer Securities are not permitted ) the Client has not and will not make, and has not and will not obtain , more than one application;
(b) the Client has not and will not, and has not obtained and will not obtain, any application made as agent, nominee or trustee for any other person ;
(c) the Client has not ( for the benefit of it or any of its clients ) been allotted any Shares or Warrants of the same class or description as applied for.
The Client acknowledges that he is aware that any breach of the representations, undertakings and warranties set out in this clause may result in the rejection of the Application and the rejection of other applications submitted by PLUS Securities on his own behalf or on behalf of other persons. The Client will, upon request, indemnify PLUS Securities for all losses resulting from the Client's breach of the representations, undertakings and warranties set out in this clause. The Client acknowledges and accepts that PLUS Securities and related persons will rely on the above representations, undertakings and warranties in relation to the Application.
The Client makes to PLS all representations, warranties and undertakings required to be made by PLS as an applicant for an initial public offering or placement of securities ( whether to any or all relevant persons ) .
The Client acknowledges and understands that the application legal and regulatory requirements and market practices change from time to time, and the requirements for any type of offering of securities, initial public offering or placement may also change. The Client promises to provide information, make disclosures, take additional steps and make additional statements, warranties and commitments to Pulun Securities in accordance with the legal and regulatory requirements and market practices determined by Pulun Securities from time to time in its absolute discretion.
Pursuant to the current regulatory requirements in Hong Kong for the application and issuance of allocated securities, the nominee company or Pulun Securities or Pulun Securities' agent (as the case may be) may be required to make certain undertakings, warranties and statements to any one or more relevant persons in relation to the client and/or the application. Pulun Securities is authorised to enter into such undertakings, warranties and statements only in accordance with the undertakings, warranties and statements provided by the client to Pulun Securities. The client will be subject to all applicable announcements made by any relevant person and all applicable laws, rules or regulations governing the application and issuance of allocated securities.
The Client accepts all things done by PLUS Securities and its agents on the Client's behalf pursuant to any application instructions given to PLUS Securities and its agents. The Client shall indemnify PLUS Securities and its agents for any losses or claims suffered or incurred by them respectively as a result of any application.
Apply for financing
The client applies to PLUS Securities and requests PLUS Securities to grant or extend the loan to the client. The client and PLUS Securities shall agree to the following:
(a) Loan amount;
(b) the interest rate as a percentage; and
(c) Fund raising costs.
Subject to Clause 7.3, PLS relies on the representations, warranties and undertakings of the Client in this Agreement and agrees to grant or continue the loan to the Client subject to the terms and conditions of this clause.
Notwithstanding any provision to the contrary contained in these Terms ( particularly Clause 7.2 ) , and without prejudice to any other rights and powers contained in these Terms or otherwise conferred upon Pulun Securities by the laws of Hong Kong, the Client agrees and acknowledges that the Loan is provided at the sole discretion of Pulun Securities and subject to any arrangement that may be made between the Client and Pulun Securities. Pulun Securities reserves the right to revoke, stop or cancel any part or all of the Loan at any time without notifying the Client up to the time of application. If Pulun Securities exercises the above rights, the Loan ( or any part thereof ) shall be automatically revoked, stopped or cancelled and the Loan ( or any part thereof ) shall no longer be provided to the Client thereafter. For the avoidance of doubt, it is hereby agreed and declared that all rights and benefits of the Client under this Agreement shall be subject to Pulun Securities' right of revocation, suspension and cancellation as described in this Clause.
The Client authorizes PLS to apply for, obtain and/or provide financial facilities from the Bank at any time on such terms and conditions as PLS may agree with the Bank for the purpose of financing all or any part of the Loan granted or provided to the Client pursuant to Clause 7. The Client further agrees, confirms and authorizes:
PLS may, to the extent determined by the bank and PLS, provide the bank with a mortgage or collateral arrangement to secure financial facilities provided by the bank; and
Pulun Securities and the Bank may enter into or conclude any type of hedging, financial or other arrangements (including but not limited to swap arrangements) in relation to the above financial facilities provided by the Bank.
The Client agrees, confirms and undertakes to bear and pay to Prudent Securities and on demand fully indemnify and keep Prudent Securities indemnified against any amounts, fees, costs, interest, expenses, commissions and charges arising from or in connection with the financial financing, mortgage or collateral arrangements and hedging, financing and other arrangements (including but not limited to swap arrangements) referred to in Clause 7.4.
The client agrees, confirms and promises to Pulun Securities:
Upon request from PLUS Securities, the Client shall pay the loan, related interest, funding fees, charges and costs to PLUS Securities;
The loan is advanced to the client only for the purpose of application, and the proceeds of the loan will be held in trust for this purpose. Although the application is made by Prudent Securities as agent on behalf of the client, the client has no right, title, interest or claim of any nature in respect of any amount refunded on the application ( if the amount refunded does not exceed the loan ) , all of which will be held by Prudent Securities and its agent in trust and applied to repay the loan, its related interest, funding fees, charges and costs. The balance of any refunded amount will first be applied to settle the outstanding balance owed by the client to Prudent Securities but not yet paid, including but not limited to accrued interest, fees, funding fees and any additional amounts payable by the client under this clause. Prudent Securities may, at its absolute discretion, grant a security interest of any nature to any third party over the refunded amount as collateral for any credit facility provided to Prudent Securities ( to provide capital to fund all or part of the loan of Prudent Securities ) ;
Allotment ( including dividends, warrants, shares, stocks, rights, moneys and other property rights accruing or made available at any time in respect of any Allotment by way of substitution, redemption, bonus, preference, option or otherwise ) will become part of the Reserved Property ( as defined in Section 17 of Part I ) and will be subject to a Lien ( as defined in Section 17 of Part I ) ;
PLS may, at its absolute discretion, pledge or grant any security interest of any nature in any manner whatsoever over the Allotted Securities ( including all dividends, warrants, shares, stocks, rights, monies and other properties accruing or provided at any time in respect of the Allotted Securities by way of substitution, redemption, bonus, offer, option or otherwise ) to any third party as collateral for the provision of credit facilities to PLS ( for the purpose of providing capital to finance all or part of the Loans made by PLS ) ;
If the Client fails to pay all amounts due on demand, PLUS may, without further notice to the Client and without the Client's consent, sell the allocated securities ( or any part thereof ) in such manner and at such price as PLUS may deem appropriate ( without liability for any loss ) and apply the proceeds of such sale to satisfy all actual or contingent liabilities owed by the Client to PLUS. If there is any shortfall after the sale of the allocated securities, the Client shall make good and pay such shortfall to PLUS on demand. Clients shall also pay interest at the interest rate and other terms notified by PLS from time to time, or in the absence of such notification, at the most favorable rate of The Hongkong and Shanghai Banking Corporation Limited ( as quoted by The Hongkong and Shanghai Banking Corporation Limited ) or PLS’s cost of funds (i.e. the interest rate charged by PLS’s correspondent bank plus 7% per annum) , whichever is higher. PLS also has the right to decide from time to time to calculate interest at the prevailing most favorable rate of Hong Kong dollars of other banks. The relevant interest shall be paid on the last business day of each calendar month or immediately upon PLS’s request for payment;
Without prejudice to any other provisions of these Terms and Conditions or any other security or rights that PLUS may have at law or otherwise, the Client authorizes PLUS to use any credit balance in any account held by the Client and any other monies payable by the PLUS Group to the Client to settle any outstanding amounts owed to and payable to PLUS. For this purpose, PLUS is authorized to convert the monies credited to the above accounts into other currencies that may be required to effect the above settlement;
The Client shall, at its own expense, execute and sign all assignments, authorizations, proxies and other documents and do all or any actions and things required by Pulun Securities to complete its ownership of the Allotted Securities or any of them and to transfer the Allotted Securities to Pulun Securities or to enable Pulun Securities to transfer the Allotted Securities to itself, its nominees and or any purchaser (or otherwise fully acquire the security interest arising therefrom). Pulun Securities will be entitled to exercise all rights and powers conferred on Pulun Securities by such documents (including but not limited to the right to sell the Allotted Securities).
Without prejudice to this Agreement, the Client shall fully indemnify and on demand indemnify PLS for any loss, damage, cost, charge, expense, claim or demand suffered or incurred by PLS arising out of or in connection with the Loan and/or these Terms; and
The client acknowledges that PLS has invited the client to seek independent advice in relation to the loan or that the client has been provided with the opportunity to seek independent legal advice but does not consider it necessary.
If the Offer Securities are denominated in a foreign currency, or in both Hong Kong dollars and a foreign currency, PLS shall have absolute discretion as to the following matters:
provide or grant loans to clients in the proportion of Hong Kong dollars and/or relevant foreign currencies as required by PLS from time to time; and
The conversion of a loan (whole or part of a loan) from one currency to another for the purpose of providing or granting the loan and/or other purposes incidental to the loan.
Part IV : Terms and Conditions of Securities Margin Trading
This section is in addition to and supplements the section of these Terms entitled "General Terms and Conditions". All securities transactions and sales completed, processed, conducted, entered into, and entered into by clients with and through PLUS Securities for margin accounts, and the margin accounts opened and maintained by clients with PLUS Securities, are subject to the terms and conditions of this section and the section of these Terms entitled "General Terms and Conditions". If any provision of this section is in conflict or inconsistent with any provision of the section of these Terms entitled "General Terms and Conditions", the provisions of this section shall prevail.
Interpretation
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
In this Part, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"This Agreement" means the agreement entered into between the Client and PLUS Securities, consisting of the Account Opening Form, these Terms and Conditions, and other documents referred to or attached thereto (including any amendments or supplements thereto from time to time);
“Charge” means the charge on the Collateral constituted in relation to paragraph 5.1 ;
“Collateral” means the Client’s monies or assets pledged to PLS as security for the continuation of the Credit Facilities granted by PLS and for the performance of the Client’s obligations to PLS from time to time, including (but not limited to) the Pledged Securities (as defined in paragraph 5.1 ); and
“Credit Facilities” means all or any Credit Facilities which PL Securities agrees to provide or grant to the Client from time to time and includes all amounts debited from the Margin Account in accordance with such terms.
"Margin Account" means any account opened and maintained by the Client in his/her name with Prudent Securities now or in the future pursuant to this Agreement for the purpose of conducting transactions with credit facilities, and all other accounts of any nature opened and maintained by the Client in his/her name with Prudent Securities now or in the future pursuant to this Agreement or any other agreement or document;
“These Terms” means all the terms and conditions in this Chapter 4 “Terms and Conditions for Securities Margin Trading” (as amended or supplemented from time to time).
Credit facilities
Pursuant to this Agreement, Client will be granted a revolving credit facility to be secured by Collateral in an amount to be determined from time to time by Prudent Securities (in Prudent Securities’ absolute and subjective discretion) (subject to restrictions under applicable laws and regulations and the terms and conditions of this Agreement).
The Client further acknowledges and agrees to be bound by the terms and conditions of this Agreement and the provisions of any other agreement entered into from time to time with Prudent Securities in relation to the granting and maintenance of such Credit Facilities.
PLS has the absolute discretion to determine the value of the Collateral, determine, amend or vary the principal amount and other terms of the Credit Facility from time to time, and/or terminate the Credit Facility at any time.
Notwithstanding any term or condition contained in this Agreement, the Credit Facility shall be repayable on demand and may be varied or terminated at the absolute discretion of Prudent Securities. Notwithstanding any term and condition contained in this Agreement, Prudent Securities shall have no obligation to make advances to the Client at any time.
Without prejudice to the above, Pulun Securities shall not be obliged to make loans to clients in the event of any of the following circumstances:
(a) The Client breaches any provision of this Agreement or any other letter, agreement or document entered into between the Client and PLUS Securities in this regard;
(b) PLS considers that there is or has been a material adverse change in the financial condition of the Client or any person, which may adversely affect the Client's ability to pay its debts or perform its obligations under this Agreement; or
(c) Prudent Securities considers in its absolute discretion that not providing the relevant Credit Facility is in the interests of Prudent Securities and is prudent or appropriate .
Prudent Securities is instructed and authorised by the Client to draw funds from the Credit Facilities to satisfy any debt (whether or not related to any transaction), Prudent Securities' obligation to maintain margin in respect of any position, or to pay any commissions or other fees and expenses owed to Prudent Securities.
As long as any amounts remain owing to PLUS Securities, PLUS Securities shall have the right at any time and from time to time to refuse any withdrawal of any or all moneys deposited and/or securities held in PLUS Securities' margin account .
Margin and Funding
The Client agrees to provide and maintain margin in the Margin Account ( the "Margin Requirement" ) , and/ or provide and maintain collateral, guarantees and other security for the Margin Account , in such form and amount and on such terms as may be determined from time to time by PLUS Securities in its absolute discretion. The Margin Requirement required by PLUS Securities may exceed any Margin Requirement specified by any exchange or clearing house or broker. PLUS Securities may change any Margin Requirement at any time at its sole discretion without prior notice to the Client. If PLUS Securities considers that additional Margin is required, the Client agrees to deposit such additional Margin with PLUS Securities immediately upon request. No Margin Requirement will constitute any precedent.
Without prejudice to clauses 3.4 to 3.11 , the Client must meet or honor any call or payment request for margin requirements immediately upon request from PLUS. The Client must, upon request, provide PLUS with funds or money or make arrangements for PLUS to have funds or money provided promptly to enable PLUS to meet any liabilities incurred or to be incurred by PLUS as a result of any trades, sales or transactions in the margin account. The Client must, upon request, reimburse PLUS for all costs and expenses incurred by PLUS in completing any trades, sales or transactions in the margin account and/ or pay or discharge any outstanding amounts under the margin account.
PLS shall not be required to pay interest on money or funds paid or received by PLS in connection with the Margin Account ( whether for deposit or other purposes as stated ) . PLS shall be entitled to retain for its own benefit any interest or other realized income or appreciation earned or received on such money or funds. PLS shall be entitled to collect and the Client agrees to pay to PLS at any time any money or funds due to PLS for any loss or otherwise receivable by PLS at such rate and other terms as PLS may notify the Client from time to time, or if no such notification is made, at the rate of interest calculated at the highest rate of the Hong Kong and Shanghai Banking Corporation Limited ( as quoted by the Hong Kong and Shanghai Banking Corporation Limited ) or PLS’s cost of funds (i.e. the rate charged by PLS’s correspondent bank) plus seven percent (7%) per annum, whichever is higher. PLS may also decide from time to time to calculate interest at the prevailing best interest rate of Hong Kong dollars of other banks. The relevant interest shall be paid on the last business day of each calendar month or immediately upon PLS’s demand for payment;
The Client shall monitor the Margin Account to ensure that there is always sufficient account balance in the Margin Account to meet the Margin Requirement. Prudent Securities may revise the Margin Requirement for the Client at any time at its absolute and sole discretion. Prudent Securities may refuse to execute any instructions or orders from the Client when the Client does not have sufficient account balance to meet the Margin Requirement, and Prudent Securities may delay processing any instructions or orders when determining the correct margin status of the Margin Account. The Client shall always maintain sufficient account balance to continue to meet the Margin Requirement without notice or request from Prudent Securities. The Client must always meet any Margin Requirement calculated by Prudent Securities.
Prior to exercising its rights, powers, discretions and remedies under this Agreement, Prudent Securities has no obligation to notify the Client of any failure to meet the Margin Requirement in the Margin Account. The Client understands and accepts that Prudent Securities will not generally make calls or payment requests for Margin Requirement and Prudent Securities will not generally make credits to the Margin Account to meet any shortfall in Margin Requirement and that Prudent Securities is authorized to exercise any of its rights under Section 18 of Part I to meet Margin Requirement without prior notice to the Client.
If the balance in the Margin Account is zero capital or has a loss at any time, or there is not enough balance in the Margin Account to meet the Margin Requirement, then Prudent Securities has the right ( but not the obligation ) to exercise any of its rights under Section 18 of Part I at any time, in any manner or on any market as Prudent Securities deems necessary without issuing a prior payment request or call to the Client at its sole discretion . The Client agrees to be responsible for and pay Prudent Securities immediately any shortfall in the Margin Account resulting from or remaining as a result of the exercise of its rights. Prudent Securities shall not be liable to the Client for any loss or compensation suffered by the Client as a result of the exercise of its rights ( or if Prudent Securities delays in exercising, or does not exercise, the relevant rights ) .
The Client expressly waives any right to receive prior notice or request from Prolong Securities and agrees that any prior request, notice, announcement or advertisement shall not be deemed as Prolong Securities' waiver of any right under Section 18 of Part I. The Client understands that if Prolong Securities exercises such rights, the Client will have no right and opportunity to determine the method by which Prolong Securities exercises such rights. Prolong Securities may exercise such rights on any exchange or market at its absolute discretion and Prolong Securities may take different positions on the relevant closing, clearing or settlement transactions. If Prolong Securities exercises such rights, the exercise of such rights will determine the Client's profit or loss and the amount of debt owed to Prolong Securities ( if any ) . The Client shall reimburse Prolong Securities for all actions, omissions, costs, expenses, fees ( including but not limited to attorney's fees ) , penalties, losses, claims or debts related to Prolong Securities' exercise of such rights and indemnify Prolong Securities from and against the above. The Client shall be responsible for all consequences of losses and shall be legally liable for them even if Prolong Securities delays or fails to exercise such rights. If PLUS executes the order ( and the client does not have sufficient funds for it ) , PLUS has the right to liquidate the relevant transaction without notifying the client and the client shall be responsible for any losses incurred by such liquidation, including any costs, and shall not be entitled to any profits arising from such liquidation. The client irrevocably and unconditionally authorizes PLUS to transfer or deduct any money from the margin account and/or account to pay, discharge, settle the liabilities, debts and obligations owed by the client to PLUS arising from, incurred and related to this clause, including but not limited to the outstanding purchase price, fees ( including but not limited to market data fees ) , charges, expenses, commissions and interest payable by the client under this clause. The client acknowledges and agrees that such deductions may affect the amount of money in the margin account ( which will be used to meet the margin requirement ) . If the deduction of commissions, fees or other charges results in insufficient balance in the margin account to meet the margin requirement, PLUS may exercise any of its rights under Section 18 of Part I.
If PLUS Securities issues a call or payment request to the Client regarding margin requirements, the Client must immediately comply with such call and payment request. The Client agrees to immediately deposit the settled funds into the margin account to fully pay for the open contracts with insufficient margin in order to comply with PLUS Securities' call or payment request regarding margin requirements.
PLS Securities also reserves the right to exercise any of its rights under Section 18 of Part I in the same manner as above without giving any prior notice to the Client :
(a) In the event of any dispute arising in relation to any sale or transaction involving any client;
(b) The Client fails to pay its debts to PLUS Securities in a timely manner;
(c) After the customer becomes insolvent or files a petition for bankruptcy or protection from creditors;
(d) after the appointment of a receiver; or
(e) PLS shall at any time in its absolute and sole discretion consider that the exercise of such rights is necessary or expedient for the protection of PLS.
If the Client fails to comply with the requirements of this Clause 3 , it shall constitute a breach of Clause 18 of Part 1 .
Cash held for customers
Any cash held on behalf of the Client in respect of the Margin Account (excluding cash received by PLUS for settlement purposes, to reduce any outstanding balances on the Margin Account or any other account or paid to the Client in accordance with its instructions) shall be credited to the Client’s trust account at a licensed bank in accordance with applicable laws from time to time.
Charge
PLS agrees to provide or continue to provide the Credit Facility or any other facility, loan, credit or advance to the Client and the Client ( as the beneficial owner ) hereby agrees to charge PLS and hereby assign, transfer and release to PLS and agrees to assign, transfer and release to it the following:
(a) all PLUS Securities together with all additional or substituted Securities or other Securities added thereto, all newly added Securities, all interest, rights, moneys, dividends and distributions paid, payable or accrued thereon and all proceeds of sales thereof and all moneys or funds received in respect of the transfer, disposal or sale of the same;
(b) all securities deposited, held or transferred to the Securities Account, Margin Account, any such account and any other account opened by the Client with PLUN International for any purpose now or in the future by, on behalf of or attributable to the Client , together with all additional securities thereto or other securities replacing or added thereto, all newly added securities thereto, all interest, rights, monies, dividends and distributions paid, payable or accrued thereto and derived therefrom , all proceeds from the sale thereof, and all monies or funds received in connection with the transfer, disposal or sale of the relevant securities ;
(c) all securities now or hereafter deposited or transferred to Prudent Securities by, on behalf of or attributable to the Client for any purpose, or all securities acquired or held by Prudent Securities for the Client for any purpose, together with all additional or substituted securities or other securities added thereto, all newly added securities, all interest, rights, monies, dividends and distributions paid, payable or accrued thereto and all proceeds of sale thereof, and all monies or funds received in respect of the transfer, disposal or sale of the relevant securities ;
(d) all Client’s monies, funds, receivables, amounts, titles, interests, rights, options, interests and rights in any such Accounts and any other Accounts opened by Client with PLUS Securities ; and
(e) all monies, funds, receivables, amounts, properties, assets, things, goods, chattels, businesses, negotiable instruments, financial instruments or documents, commercial papers or documents, deeds, instruments, documents, matters, interests, powers and rights of the Client acquired, deposited, delivered, transferred, held , possessed, retained or kept by PLUS now or in the future;
The above clause 5.1 collectively referred to as the ( the “Charged Property” ) serves as a continuing security ( the “Charge” ) for:
All obligations or responsibilities of the Client under these Terms, this Agreement and other agreements entered into with Pulun Securities that are properly and timely performed and fulfilled;
to pay, repay, discharge and/or satisfy on demand all debts, facilities , loans, advances, credits, sums, funds, liabilities, debts and liabilities whether past, present or future or actual or contingent now or at any time hereafter owing or payable to or incurred by the Client or any of the Client Group Companies under these Terms, this Agreement, any other agreement with Pulun Securities or any other agreement or document or for any reason or in any manner (whether or not by the Client alone or jointly with any other person or under any name, designation or firm); and
to pay, repay, discharge and/or satisfy on demand all debts, facilities, loans, advances, credits, sums, funds, debts, liabilities and liabilities now or at any time hereafter owing, payable or incurred by the Client or any of the Client Group Companies under or in the Securities Account, Margin Account and any such accounts (whether opened by the Client alone or jointly with other persons or under any name, title or firm) together with interest thereon and the legal fees and expenses of PLC ( "Secured Debts" ) .
The Client agrees that PLUS Securities has the right to transfer, or cause, require or request the transfer of the Collateral Property to PLUS Securities and its nominees through any clearing and settlement system or other means in accordance with the provisions of these Terms and Conditions . The Client agrees and undertakes to deliver to PLUS Securities the documents required for the transfer of the Collateral Property to PLUS Securities and its nominees.
The Client agrees that:
Any dividends, interest, payments, monies or funds which the Customer may receive from the whole or any part of the Mortgage Property shall be held by the Customer on trust for the Lender and shall be paid or delivered to the Lender on demand by the Lender; and
Notwithstanding Clause 5.3(a) , upon the occurrence of any Default and/ or the Charge becoming enforceable, PLS and its nominees shall ( and the Client as principal obligor and not merely as guarantor, irrevocably instructs and authorizes PLS or its nominees ) to collect and receive all dividends, interest, payments, monies or funds in respect of the Charged Property and PLS or its nominees shall be entitled to use and apply all dividends, interest, payments, monies or funds so collected or received in payment, satisfaction or discharge of the Debt.
Mortgage property ownership
The Client represents and warrants to Prudent Securities that, save for any security interest of Prudent Securities established pursuant to these Terms, the Client legally and beneficially owns the Secured Property and that the Client has the right to pledge, assign, transfer and release the Secured Property to Prudent Securities, and that the Secured Property is and will be free from any lien, charge, equity, option, mortgage, third party right or encumbrance of any kind, and that any stocks, shares and other securities comprised in the Secured Property are and will be fully paid.
Voting rights and calls
PLS or its nominee shall be entitled to exercise at its discretion ( at any time in the name of the Client or otherwise and without any further consent or authorization from the Client ) any voting rights in respect of the mortgaged property and all powers and rights conferred on the trustee under the Trustee Ordinance (Section 29 of the Laws of Hong Kong).
The Client shall pay all calls or other payments due in respect of any of the Charged Property during the continuance of the Charge and in the event of default in payment, PLUS ( as it deems appropriate ) shall pay such amounts on the Client’s behalf. Any monies or funds so paid by PLUS shall be reimbursed by the Client on demand.
Sufficient collateral
The Client agrees and promises to deposit sufficient securities, collateral, property and money with Pulun Securities at all times. If Pulun Securities considers that the collateral is insufficient or unsatisfactory, the Client agrees and promises to pay the relevant amount to Pulun Securities immediately in cash upon its request, or to deliver to Pulun Securities additional securities, collateral, property or money that Pulun Securities considers acceptable as collateral in addition to or in place of the collateral, and to cause it to be registered with any appropriate authority at Pulun Securities' option.
Enforcement of charge
The Charge is immediately enforceable at any time that PLS considers appropriate and upon the occurrence ( in the sole and subjective judgment of PLS ) of any Default, and PLS shall be entitled, without prejudice to any rights or powers it may have under these Terms and Conditions or otherwise and without notice to the Client:
any time and from time to time take, pay, deduct, transfer or set off all or part of the funds or sums in the Charged Property for the purpose of paying, satisfying or satisfying any debt or any sums, funds, debts, liabilities or liabilities secured by the Charge, and or
at any time and from time to time sell, dispose of, liquidate, transfer, deal in, purchase or close out the whole or any part of the Pledged Property ( to be chosen by Plenum Securities in its absolute discretion ) through the Stock Exchange, Futures Exchange, overseas futures exchange, overseas stock exchange or other exchange on a brokered basis or publicly or privately (Plenum Securities being authorised to do all things necessary for such sale, disposal, liquidation, transfer, deal in, purchase or close out ) on such terms and conditions and for such consideration ( whether immediate payment or delivery or by instalments and whether in cash or other consideration or both ) as Plenum Securities may determine in its absolute discretion and without being responsible in any way for any loss which may sometimes be incurred thereby . Without limiting the generality of the foregoing, PLUS Securities is hereby specifically authorized to give instructions or orders to sell, dispose of, liquidate, transfer, trade, buy, sell and or close out the Margin Account ( as the case may be ) , all securities included in the Collateral Property or held in the Margin Account or any such accounts ( as the case may be ) , and all positions in the Margin Account or any such accounts ( as the case may be ) without notifying the Client.
Without limiting the generality of Clause 9.1 , PLS shall be entitled not to be liable for any losses incurred by it as a result of taking, selling, disposing of, liquidating, transferring, trading, buying, selling or closing out the Collateral Property or any part thereof at any time and from time to time at market prices or market conditions and not to be accountable for any profits earned.
In any sale, disposal, liquidation, transfer, transaction, purchase or liquidation pursuant to this Section 9 or these Terms, if less than all of the Collateral Property is available for sale, disposal, liquidation, transfer, transaction, purchase or liquidation, then PLC shall at any time and from time to time in its absolute discretion select such portion of the Collateral Property to be sold, disposed of, liquidated, transferred, transaction, purchase or liquidation.
The Client agrees that PLUS Securities has the full and absolute right and discretion to decide when and on which date to exercise or execute its rights and powers to sell, dispose, take, liquidate, transfer, trade, buy, sell or close positions in accordance with this Article 9 or these Terms. The Client shall not be entitled to make any claim against PLUS Securities for any losses arising from any sale, disposal, taking, liquidation, transfer, trade, disposal or liquidation made by PLUS Securities in accordance with these Terms, regardless of how such losses are incurred, and regardless of whether a better price or better position can be obtained by postponing or advancing the time or other matters of the relevant sale, disposal, taking, liquidation, transfer, trade, buy, sell or close position.
If the proceeds, money or funds realised or received as a result of the exercise or enforcement of the Charge are insufficient to pay, satisfy or discharge the debts, liabilities or obligations owed by the Client or the Client Group Companies to Pulun Securities, nothing contained in these Terms and Conditions shall prejudice Pulun Securities’ right or power to recover such shortfall from the Client or the Client Group Companies. The Client agrees and undertakes to pay such shortfall to Pulun Securities on demand.
If Pulun Securities fails, delays or does not exercise or enforce any power, right, privilege or remedy it enjoys under or in connection with these Terms, it shall not prejudice such power, right, privilege or remedy, or be interpreted or deemed as a waiver thereof. The single or partial exercise or enforcement of any such power, right, privilege or remedy shall not preclude the further exercise or exercise of any other power, right, privilege or remedy.
Proceeds from execution
All proceeds, moneys or funds realised or received as a result of the exercise or enforcement of the Charge or any part thereof under this clause shall be paid by PLS in such order and for such period as it may determine in its absolute discretion and in such order and at such times ( but without limitation ) as may be required by law to be paid:
pay or reimburse all costs, charges, legal fees and expenses including but not limited to stamp duties, commissions and brokerage fees incurred by PLS in the transfer, sale, disposal, liquidation, trading, purchase or liquidation of all or any of the Charged Property or in connection with the settlement of title thereto;
to pay, satisfy or discharge a secured debt;
to pay, satisfy or discharge debts and all other monies, funds, debts, liabilities and liabilities owed, payable or owing to or incurred by the Client or any of the Client’s Group Companies;
pay or satisfy the then accrued interest due; and
To pay, satisfy or discharge any debts, liabilities, accounts payable or liabilities of a client or any of its group companies.
Return of mortgaged property
Subject to: (a) payment of the entire debt and all interest required by these Terms and Conditions, (b) payment of all monies or funds owed, payable or owing to Prudent Securities under these Terms and Conditions, (c) payment, satisfaction or discharge of all debts, liabilities or liabilities of the Client or its Group Companies under these Terms and Conditions, (d) payment, satisfaction or discharge of all secured debts, and (e) due performance and satisfaction of all obligations and liabilities of the Client under these Terms and Conditions, Prudent Securities shall, at any time after such payment, satisfaction, performance, satisfaction or discharge and upon written request from the Client, release, release or return the Secured Property or any part thereof to the Client ( at the Client’s expense ) , and after such return, release or refund, as long as the pledged property or any part thereof returned, released or refunded to the client is the same in category, type, group, denomination and par value as the pledged property originally acquired, deposited, held or transferred by PLUS Securities ( subject to any capital reorganization that may occur at the same time ) and has the same rights, PLUS Securities shall not be required to return, release or refund to the client securities or commodities that are identical to the original securities or commodities.
Additional and continuing collateral
The Charge shall be in addition to and without prejudice to any subordinate security or collateral now or hereafter held by PLS for the Client. The Charge shall not in any way prejudice or affect any subordinate security or collateral to which PLS may otherwise be entitled ( including any subordinate security or collateral created or made on the Charged Property prior to the date of these Terms ) , or the liability of any person ( not a party to these Terms ) for all or any part of the debts, liabilities and liabilities secured thereby. PLS shall be entitled in its absolute discretion to dispose of, convert, release, amend or waive any subordinate security or collateral or right now or hereafter provided by or against such person , or to grant such person time or allowance for payment without releasing or in any way affecting the Client's debts, liabilities or liabilities or the Charge or collateral created thereunder. All monies or funds collected by PLS from the Client or any person liable to pay such monies or funds shall be used by PLS for any appropriate account or transaction.
The Charge shall be a continuing security and shall extend to cover all or any debts, monies or funds owing or payable by the Client to any lender notwithstanding any interim payment or settlement of an account or satisfaction of all or any part of any debt or any amount owed by the Client to any lender and notwithstanding the cancellation of any account held by the Client with Prudent Securities, the reopening of a cancelled account held by the Client with Prudent Securities, or the opening of any account by the Client ( either alone or jointly with any other person) with Prudent Securities for any reason whatsoever.
No change in the constitution of the Client or any person, firm or company or other entity for whose debts, liabilities and liabilities the Charge is at any time required to be secured shall affect the validity of or discharge the Charge. If the Client is a partnership, then in the event of the dissolution of such partnership the Charge shall apply to all debts, liabilities and liabilities incurred by or under such partnership until the actual receipt of notice of such dissolution by PLUS, provided that such notice of dissolution shall not affect the debts, liabilities and liabilities incurred by the Client before the actual receipt of such notice by PLUS. However, if the partnership is dissolved solely by the introduction of a partner, the Charge shall continue and shall apply to all debts, liabilities and liabilities owed, payable or incurred by the new partnership so constituted ( even if the composition of such partnership remains the same as before without any change ) in addition to the debts, liabilities and liabilities of the old partnership .
All rights and powers enjoyed by PLS hereunder and the Charge shall remain in full force and effect notwithstanding any omission or delay in execution or any grace or moratorium on payment granted or continued to be granted to the Client.
Protection and Indemnity
While any Collateral Property is in the possession, custody, retention or control of PLUS Securities or its agents, PLUS Securities shall not be responsible for any loss, damage or diminution in value of any Collateral Property.
If any action or legal proceeding is commenced against the Client or any claim or demand is made against Prudent Securities in relation to any matter or the Secured Property or any part thereof set out in these Terms and Conditions, or any action or legal proceeding is commenced against Prudent Securities in relation to any matter or the Secured Property or any part thereof set out in these Terms and Conditions, or any action or legal proceeding is commenced against Prudent Securities in relation to any matter or the Secured Property or any part thereof set out in these Terms and Conditions, or any claim or demand is made against Prudent Securities, the Client agrees to indemnify Prudent Securities against any loss, cost or expense, including all legal or other professional fees incurred by Prudent Securities in connection therewith. If any such action or legal proceeding is commenced or any such claim or demand is made, Prudent Securities shall be entitled ( but not obliged or constrained ) to take such steps as it deems appropriate, including not paying or delivering all or any part of the money or the Secured Property to the Client, and cancelling or not complying with any order or instruction that the Client may have or may give to Prudent Securities.
Disposal, mortgage and safekeeping of mortgaged property
The Client irrevocably and unconditionally agrees, consents and authorizes Pulun Securities to:
deposit, mortgage, pledge, charge, create any security interest, transfer, assign or release the mortgaged property or any part thereof ( whether alone or together with other securities and/ or property or assets ) as collateral or security for or in connection with any financing, credit, loan or advance ( for any amount, for any period and on any terms ) to PLS without notifying the Client;
without notifying the Client, using, borrowing or lending the Collateral or any part thereof ( whether alone or together with other securities and/or property or assets ) for the purpose of effecting or effecting settlement or clearing of PLC between members of the Stock Exchange or relevant clearing houses ;
deliver, transfer or deposit the Collateral Property or any part thereof ( whether alone or together with other securities and /or commodities and/or futures exchange contracts and/or futures options contracts and /or property or assets ) with any agent or contractor for custody purposes without notifying the Client at the Client’s own risk, cost, charge or expense; and
without notifying the Client, for any purpose or reason, in such manner or manner as PLUS may determine in its absolute discretion, during the relevant period, on such terms and for such consideration, to use, dispose of, deposit, mortgage, pledge, charge, create any security interest in, transfer, assign, borrow or return the pledged property or any part thereof ( whether alone or together with other securities and/ or property or assets ) for the benefit and advantage of PLUS .
The Client agrees and acknowledges that all risks of the Pledged Property are borne by the Client and it is the Client’s responsibility and neither PLC nor its agents or contractors shall be under any responsibility to indemnify any of them from any type of risk.
The Client understands, accepts, agrees and confirms all risks, consequences, impacts and outcomes of the approval, consent, authorization and confirmation set out in this Clause 14 , and specifically understands, accepts, agrees and confirms that the Secured Property or any part thereof may be subject to mortgage, charge, pledge, lien, security interest or third party interest or right, and that the release, release or return of the Secured Property or any part thereof may be subject to the release, waiver or satisfaction of such mortgage, charge, pledge, lien, security interest or third party interest or right.
Part V : Terms and Conditions of Indemnity for Derivatives Transactions
This section is in addition to and supplements the section of these Terms titled "General Terms and Conditions". All clients who complete, process, conduct, enter into and trade derivative transactions with Pulun Securities are subject to the terms and conditions of this section and the section of these Terms titled "General Terms and Conditions". If any provision of this section is in conflict or inconsistent with any provision of the section of these Terms titled "General Terms and Conditions", the provisions of this section shall prevail.
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
Based on the fact that PLS, as the Client’s agent, purchases and sells derivative products on behalf of the Client from time to time at the Client’s request (“Derivative Transactions”), including but not limited to Equity Linked Notes, Credit Linked Notes, Swaps, Currency, OTC, Principal Protected Notes and Convertible Bonds), the Client acknowledges and agrees that:
In relation to all derivative transactions entered into by PLS on behalf of clients from time to time, PLS acts as agent for clients and PLS shall not be liable to clients for any default or breach of contract by the Issuer and/or Guarantor even though the issuer of the relevant derivative products (the “Issuer”) and/or the Guarantor will or may act for PLS as principal.
The Client indemnifies and holds harmless PLUS Securities and all its officers from and against all costs, expenses, claims or losses incurred by PLUS Securities or any of its officers in connection with derivative transactions entered into on the Client's behalf (including but not limited to those arising from any default or breach of contract by the issuer and/or guarantor).
The Client hereby warrants, represents and promises to Pulun Securities as follows:
The Client has read and understood the general terms and conditions of the derivative products;
The Client acts on his own behalf and the Client makes his own independent decision to buy and/or sell Derivative Products;
PLS shall not be liable for any information or advice given by any director, officer, employee or agent of PLS in relation to the purchase and/or sale of derivative products by the relevant client, whether or not the advice is given at the request of the client. However, PLS shall ensure that the advice or solicitation made by it to the client is reasonable;
The client is capable of evaluating and understanding the terms and conditions, merits and risks of executing derivative transactions (regardless of whether the client has obtained independent professional advice in advance);
The Client bears and is able to bear the risk of buying and selling derivative products; and
Any written or oral communication between PLUS Securities and its clients does not constitute any protection, assurance or guarantee, and PLUS Securities and its staff shall not be liable for such communications, and clients will not initiate any action against PLUS Securities or its staff based on any such communications.
If the Client consists of two or more persons, such persons shall be jointly and severally liable.
Part VI : US Securities Trading Pilot Program
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
Information document for Exchange Participants' clients
The information contained in this document is for reference only. Any person who wishes to participate in the Trial Program must have the necessary channels and resources to purchase and understand the product and market information related to the Trial Program, which is currently published or released in English via the Internet.
introduction
The Stock Exchange of Hong Kong (SEHK) is adopting a special arrangement for global securities trading in Hong Kong, called a pilot scheme ( the "Pilot Scheme" ) . Under this arrangement, a small number of large securities with a track record of listing on the National Association of Securities Dealers Automated Quotations ( Nasdaq ) and the American Stock Exchange ( AMEX ) will initially be listed for trading on the SEHK.
The securities in the pilot program are targeted at experienced investors. If customers wish to buy or sell these securities, they should consult their brokers in advance and learn more about the contents of the pilot program.
Key Features of Pilot Programme Securities
The relevant securities are currently listed on Nasdaq or AMEX ;
May include multiple exchange-traded funds;
The securities are not regulated as being listed on the Main Board or Growth Enterprise Market of the Stock Exchange for a primary or secondary listing;
The securities are merely listed for trading on the Stock Exchange;
Trading on the Stock Exchange must be conducted in accordance with Hong Kong laws and the rules of the Stock Exchange. In particular, the relevant securities are subject to the provisions on market misconduct in the Securities and Futures Ordinance;
Generally speaking, the suspension and resumption of trading of securities in the pilot programme will follow the decisions of their home markets. However, the Securities and Futures Commission (SFC) of Hong Kong and the Stock Exchange reserve the right to suspend trading, halt trading and delist any securities;
The securities under the pilot scheme will not be offered to the public in Hong Kong;
For the list of pilot programme securities, please visit the Exchange's website ( http://www.hkex.com.hk ).
Trading and Settlement Arrangements
Trading Currency - Although these securities are traded and settled in U.S. dollars in the United States, in Hong Kong, these securities will be traded and settled in Hong Kong dollars or U.S. dollars.
Stock Codes - To facilitate the identification of the securities under the pilot programme from other securities listed on the Main Board and Growth Enterprise Market of the Stock Exchange, these securities will be assigned stock codes between 4331 and 4430 .
Lot Size - The lot sizes of these securities range from 10 to 100 shares, depending on the price of the security at the time of listing. When these securities begin trading on the Stock Exchange, their lot sizes can be found on the Stock Exchange's website.
Trading price - The trading price is the same as that of Hong Kong securities. For details, please refer to Schedule 2 to the Rules of the Exchange or the website of the Stock Exchange.
Short Selling - Securities in the Pilot Program may be sold short in accordance with the short selling price rules.
Settlement - All transactions of these securities traded on the SEHK are settled on a continuous net basis by the Central Clearing and Settlement System (CCASS) of the Hong Kong Securities Clearing Company Limited (HKSCC) on T+2 . Please note that the settlement period for the US side is T+3 .
CCASS Rules - CCASS rules relating to clearing, settlement, custodian and nominee services will apply to the Pilot Programme Securities.
Trading mechanism - Similar to the trading of Hong Kong securities, the trading mechanism of the Pilot Programme Securities is also based on order-driven and automatic order matching through the Automated Order Matching and Execution System ( AMS ) of the Stock Exchange. Designated market makers of the Pilot Programme Securities can provide two-way quotes for buy and sell orders through AMS . Market making activities are continuous and competitive.
Securities Trading by Overseas Investors - Before participating in the trading of securities under the SEHK's pilot scheme, overseas investors should first understand and comply with the regulatory requirements of their countries regarding the trading of overseas securities.
Information release and disclosure of financial information
As there are no rigid regulations on the method of filing and delivering information on the issuers in the pilot program, clients are advised to obtain this information from a variety of channels. The following are some of the information channels for securities in the pilot program::
Disclosure by issuers
The issuer's web page, Nasdaq 's web page (www.nasdaq.com) , AMEX 's web page (www.amex.com) , and other web pages that may or may not be hyperlinked to an exchange's web page.
The Electronic Data Gathering, Analysis and Retrieval System ( EDGAR ) website (www.sec.gov) contains all filings filed by U.S. issuers with the U.S. Securities and Exchange Commission .
Note: Please note that the Stock Exchange, like local exchanges in the United States, is not responsible for verifying the accuracy of the disclosed information. Any third-party reports and analyses can only reflect the opinions of the original author or commentator.
Trading data provided by Hong Kong for securities under the pilot scheme
The market prices and transaction information of the securities in the pilot scheme on the Stock Exchange can be obtained through brokers, newspapers and other information service providers, similar to Hong Kong securities.
Nasdaq and Amex 's websites provide data on the U.S. market for securities in the pilot program .
The Stock Exchange will disseminate the closing prices and transaction information of the securities in the pilot program in the U.S. market to exchange participants and information providers.
Securities registration and other services
In some respects, the treatment of pilot program securities with respect to registration and related services differs significantly from that of other securities. The following points are of particular note:
Securities shareholders can transfer their securities in the United States to Hong Kong for sale through brokers and Hong Kong Clearing Participants, and vice versa.
The issuers of securities under the pilot scheme are not required to have a share transfer office in Hong Kong. All shares are deposited in the account of Hong Kong Clearing Corporation ( DTC ) in the United States. The owners of these securities in Hong Kong are not registered shareholders, but they have interests in these securities.
All security owners can indirectly request the issuance of stock certificates (if ready) through HKSCC, but the issuance process generally takes much longer than Hong Kong stocks. In addition, HKSCC does not provide depository services for certificates of such securities. Owners can only deposit stock certificates with brokers that provide such services.
Similar to Hong Kong securities, fractional shares may be generated when a company splits or consolidates its shares.
Beneficial owners who deposit their securities with HKSCC participants may choose to receive dividends (if any) in either Hong Kong dollars or US dollars, but HKSCC may require shareholders to declare whether they are US taxpayers when receiving dividends for reporting purposes to US authorities.
As the Stock Exchange does not offer trading in warrants, rights shares or bonds for the securities under the pilot programme, if the issuer distributes such securities to shareholders, the beneficial owners of these additional securities may transfer the securities to a broker or custodian that is a DTC participant, or sell or redeem such securities in the US market through the HKSCC nominee service.
TOLL
The following table sets out the fees for securities under the pilot scheme. For the latest fees of HKSCC, please refer to the website of the Exchange ( http://www.hkex.com.hk ) .
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
* Cross-border transfer fee is applicable to securities transfers between DTC and CCASS. If the transaction is settled in Hong Kong, no such fee is payable.
Other Information
For more information about the pilot program , please contact your broker.
Part VII : Terms and Conditions of Electronic Trading Services
This section is in addition to and supplements the section of these Terms titled "General Terms and Conditions". The electronic trading services provided by Pulun Securities are subject to the terms and conditions of this section and the section of these Terms titled "General Terms and Conditions". If any provision of this section is in conflict or inconsistent with any provision of the section of these Terms titled "General Terms and Conditions", the provisions of this section shall prevail.
Interpretation
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or inconsistent with such definition or context.
In this Part, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"Access Password" means the collective name of the personal identification number and account number;
"Account Number" means the account number of the relevant Account, which is used in conjunction with the Personal Identification Number to access the Electronic Trading Services;
"This Agreement" means the agreement entered into between the Client and PLUS Securities, consisting of the Account Opening Form, these Terms and Conditions and the terms and conditions of the relevant account, and other documents referred to or attached thereto ( including any amendments or supplements thereto from time to time ) ;
"Client System" means all hardware and software systems ( including but not limited to any computer, modem, mobile phone and any programs installed therein ) used by the Client to access ETS ;
"Device" means any device ( including but not limited to any digital or electronic certificate or encryption software ) , equipment, telephone, machine or computer ( whether mobile, fixed, portable or other form ) provided to the Client ( whether provided by PLUS Securities or not ) or otherwise used by the Client for the purpose of giving Instructions ;
“ ETS ” means (a) Internet trading services and facilities ( including but not limited to websites ) provided or operated by ( i) PLUS Securities and /or (ii) PLUS Securities’ agents ; and/ or (b) trading services and facilities ( including but not limited to mobile websites or other forms of equipment ) provided by PLUS Securities through telecommunications and/ or wireless transmission systems and facilities ( as the case may be ) ;
"Instruction" means any instruction to buy, sell or otherwise deal in any Securities given through the Electronic Trading Services and any instruction to check the portfolio and funds status of the relevant Account;
"Mobile Website" means any and all websites provided or operated by PLUS Securities and accessible by telephone ( whether mobile, handheld or otherwise ) ;
“Parties” means PLS Securities and the Client, each of which is a “Party”;
"Password" means the personal password used by the Client in conjunction with the User Authentication when accessing ETS and/or other services provided by PLUS Securities;
"Related Account" means an account for which PLUS Securities agrees to provide ETS ;
"These Terms" means all the terms and conditions in this Chapter 6 "Terms and Conditions for Electronic Trading Services" (as amended or supplemented from time to time);
"User Authentication" means the personal identification confirmation used together with the Password by the Client to access the ETF and/ or other services provided by PLUS Securities; and
“Website” means the website of Pulun Securities
Applicable Rules and Regulations
All instructions given or entered into by PLS on behalf of clients through ETFs and PLS and its clients shall be subject to the following:
(a) These Terms and Conditions
(b) the rules, regulations, procedures and policies of PLS in effect from time to time
In the event of any conflict or difference, the above applicable terms, laws, rules, regulations and procedures shall prevail in the order of (a) and (b) .
Customer System
Customer is solely responsible for obtaining Customer Systems at its own expense and risk to access ETS using the Device and to support Customer's use of ETS using the Device .
Customer represents that Customer is the owner of Customer's System or is authorized to use Customer's System to access ETS .
The Client shall ensure at its own expense that its system is compatible and properly connected with the system of PLUS Securities at all times and shall maintain its system and equipment in good working order at its own expense.
Pulun Securities is not responsible for any matters arising from client system failure, malfunction or malfunction.
Clients may only use the Client System in Hong Kong or other jurisdictions where ETS may be lawfully offered by PLUS Securities and clients may lawfully use ETS .
Scope of ETS
The client agrees to use ETS as a means of communication with PLUS Securities and to transmit or receive information, data and documents between PLUS Securities and the client . All instructions transmitted to PLUS Securities via ETS will be deemed to be issued by the client. PLUS Securities will execute the relevant instructions in accordance with the terms and conditions governing the relevant account.
ETS is provided for the exclusive use of clients only and only in jurisdictions and to the extent that it may be lawfully provided and processed under applicable laws and regulations .
Pulun Securities may, at its sole discretion, from time to time determine and change the scope and manner of use of ETS , and set and change the normal service hours of ETS , as well as the daily closing trading time for any type of transaction. As ETS can be accessed worldwide , the daily closing trading time in Hong Kong shall prevail .
Any instructions received by PLUS Securities after the specified daily trading cut-off time shall not be executed until the next day for processing such instructions.
Unless stated in the regular account statement of PLUS Securities and the execution confirmation issued by PLUS Securities online or through other channels, PLUS Securities shall not be deemed to have received or executed the client's instructions. The client agrees and confirms that he has the absolute responsibility to keep the records of the statements, confirmations and/or notifications issued by PLUS Securities. In the absence of obvious errors or unless the client can prove the contrary to the satisfaction of PLUS Securities, PLUS Securities' records will be deemed to be final and binding confirmation.
Without prejudice to any provisions of these Terms and Conditions or other terms and conditions governing the relevant account, the Client agrees that it is his/her own responsibility to promptly check and verify the contents of each periodic account statement issued by PLUS Securities and/ or the execution confirmation issued by PLUS Securities online or by other means, and to report any discrepancies in writing to PLUS Securities within seven (7) days from the date of issuance of such statements, confirmations and/or notifications. If the Client fails to make such report, the Client shall have no right to dispute any discrepancies in such statements, confirmations and/or notifications and shall accept such statements, confirmations and/ or notifications as conclusive and final and binding on the Client for all purposes.
Without prejudice to any provisions of these Terms and Conditions or other terms and conditions governing the relevant account, the Client will be deemed to have received the relevant confirmation after PLUS Securities transmits the execution confirmation online and/or through other means. For the avoidance of doubt, the Client agrees that it is his/her responsibility to immediately notify PLUS Securities if he/she does not receive the regular account statement of PLUS Securities or the online confirmation and/ or other notification issued by PLUS Securities for any transaction within the generally prescribed time.
Without prejudice to any provisions in the Terms and Conditions governing the relevant accounts relating to communications or notices sent by PLUS and PLUS’s right to use any means and methods of communication, in relation to ETS , any notice and communication sent by post to the client’s last address in PLUS’s records will be deemed to have been duly delivered to the client twenty-four (24) hours after posting; and in the case of electronic mail ( “email” ) or fax transmission to the email address or fax number provided by the client, it will be deemed to have been delivered to the client upon transmission ( unless inconsistent with the internal records of the communication ) . For the avoidance of doubt, any notice sent by PLUS to the client will be deemed to have been duly given when it is posted on PLUS’s website or mobile website.
Notwithstanding anything contained in these Terms and Conditions, Pulun Securities may, at its sole discretion, restrict, change, suspend or terminate your use of ETS or any features therein , or any information or any part thereof from any information or service provider, or impose any restrictions on any instructions that may be given and any transactions that may be entered into pursuant thereto, at any time for any reason (including unauthorized use of any service , information , data , or any user identification or account number ) without notice, restriction or liability to you.
The Client understands and confirms that ETS is an additional service provided for the Client to effectively complete, conduct, make and enter into transactions with and through Pulun Securities, and shall not be regarded as a substitute for other methods of issuing instructions for the relevant transactions. If ETS is not available for any reason ( whether or not within the control of Pulun Securities ) , the Client shall not make any claim against Pulun Securities for not being able to use ETS and shall use other available methods to issue instructions for such transactions.
Without prejudice to the generality of the foregoing, PLUS Securities has the right to terminate the provision of ETS to clients if :
The Client materially breaches these Terms and Conditions and /or any other terms and conditions governing the relevant Account;
The Client may reside in any jurisdiction where the use of the Website, Mobile Site and/ or ETS is illegal, prohibited or restricted in any way. The Client acknowledges and agrees to check and comply with all relevant restrictions that may apply to it; and
The records of PLUS Securities show that the client’s relevant account has been suspended for the period specified by PLUS Securities.
Clients may request PLUS Securities to change their passwords from time to time in writing or through ETS . The granting or allocation of a new password shall not be deemed to commence or enter into a new agreement between the client and PLUS Securities regarding ETS .
ETF Restrictions
The Website, Mobile Website and /or ETS are intended to be provided in jurisdictions where they may be lawfully provided.
The Client may reside in any jurisdiction where the use of the Website, Mobile Site and/ or ETS is prohibited or restricted in any way or where it is unlawful. The Client acknowledges and agrees to check and comply with all relevant restrictions that may apply to it.
Website and Mobile Site
The Client acknowledges that PLS may operate the Website and Mobile Website to provide ETS to the Client . PLS provides the Website and Mobile Website to the Client at its discretion, so the Client's use of the Website and/ or Mobile Website is subject to the terms and conditions imposed and amended from time to time by PLS. PLS will notify the Client of such terms and conditions, as well as the relevant amendments, and the relevant terms, conditions and amendments shall be deemed to have been properly notified to the Client by posting them on the Website, Mobile Website, or mailing or sending them to the Client at the sole discretion of PLS.
The Client acknowledges that all information and materials posted on the Website or Mobile Site or otherwise available on or through the ETS/ or Website and Mobile Site are provided on an "as is" and "as available" basis. ETS expressly disclaims any warranty of any kind ( whether express or implied ) , including but not limited to the implied warranties of merchantability, fitness for purpose and non-infringement of third party rights. The relevant information and data ( whether provided by ETS or any third party ) are for reference purposes only and are not binding on transactions under any circumstances, or are not intended for use in such transactions, or are regarded or used by the Client as professional or investment advice or basis for making trading decisions ( or any other purpose ) . The Client should seek independent professional advice when necessary.
The Client acknowledges and agrees that any information , data and/ or software downloaded or obtained through the use of the Website or Mobile Site is done at the Client's own discretion and risk. The Client undertakes to take all necessary precautions, including but not limited to data backup and software testing before using the relevant software. Pulun Securities will not be legally responsible in any way for any damage to the Client's system or loss of data ( especially loss and damage caused by computer viruses or software malfunctions ) caused by the download and/or use of the relevant information , data or software .
Hyperlinks to any other websites or mobile sites are provided for reference and convenience only. Pulun Securities shall not be liable for any loss or damage ( including incidental, consequential and special losses ) caused directly or indirectly by the accuracy, continuity, authenticity, reliability, adequacy, timeliness, completeness or other aspects of the information, as well as any loss caused directly or indirectly by any defects in such websites. The inclusion of hyperlinks on the website does not imply that Pulun Securities endorses any information on such websites.
The Client acknowledges and agrees that, in addition to these Terms, PLUS Securities has the absolute discretion to add terms and conditions relating to the use of ETS from time to time . The relevant terms will not be published in this document, but may be posted on the website or mobile website or mailed or sent to the Client ( as the case may be ) at the discretion of PLUS Securities. The relevant terms and conditions will be binding on the Client. PLUS Securities has the absolute discretion to amend or change the relevant terms and conditions and/ or these Terms from time to time, and the relevant amendments or changes will be deemed to have been properly notified to the Client by posting them on the website or mobile website or mailing or sending them to the Client at the discretion of PLUS Securities. If the Client does not accept any amendment to such terms and conditions and/or these Terms proposed by PLUS Securities, the Client shall:
no longer use ETS ; and
Termination of the use of ETS shall be effected upon not less than seven (7) business days’ notice given to PLS Securities and the termination shall be effective upon actual receipt of such notice by PLS Securities, provided that all rights and obligations accrued between the parties prior to such termination shall not be affected.
Once the customer uses or continues to use ETS after the amendment or change of the relevant terms and conditions comes into effect , it is deemed that the customer has accepted the amended or changed terms and conditions.
The Client acknowledges and agrees that the Internet is an inherently unreliable communication medium due to unpredictable network congestion or any other reasons, and its inherent unreliability is beyond the control of Prolon Securities. Therefore, Prolon Securities does not make any warranty as to the results that may be obtained from the use of the Website or Mobile Website, or the accuracy or reliability of any information obtained through the Website or Mobile Website, or the correction of defects in the software provided on the Website or Mobile Website.
User Authentication
The Client confirms that he/she is the only authorized user of ETS for the relevant account and that the Client may be required to use various identification and access codes, including passwords, user identifiers and other user identification numbers ( collectively referred to as "User Authentication" ) when using the relevant services .
Once the correct user authentication of the client is entered, Pulun Securities is authorized ( but not obliged ) to act on any instructions received in relation to the relevant account at its absolute discretion , but is not responsible for verifying the identity or authority of the person issuing the instruction, and/or the validity and/ or authenticity of the instruction . The client acknowledges and agrees that the client is solely responsible for all instructions entered through ETS using his/her user authentication , and all transactions entered into accordingly ( regardless of whether such instructions are actually issued by the client ) . The directors, officers, employees or agents of Pulun Securities shall not be liable to the client or other persons who may be subject to claims through the client for any claim for the processing of any instruction or loss.
The Client shall be solely responsible for all costs and losses incurred directly or indirectly as a result of or in connection with any unauthorized use of his/her User Credentials. The Client is also responsible for notifying PLUS immediately upon becoming aware of any loss, theft or unauthorized use of the Client’s User Credentials.
Customer Responsibilities
Customer Commitment:
The Customer shall at all times be responsible for the confidentiality, application and proper use of its User Authentication and shall take such actions or perform such acts, matters or things as may be necessary, including but not limited to the following:
( i ) not disclose user credentials to any other person or allow any other person to access ETS ;
(ii) not send user certification via email;
(iii) not disclose the User Certification to any person who, under any circumstances, claims to be a representative of PLUS Securities, or shows himself to be an employee or authorized representative of PLUS Securities ( there is no need for PLUS Securities’ clients to know the User Certification ) ;
(iv) destroy the original printed copy of the password ( if any ) ;
(v) Change the initial password of the customer when he/she first uses ETS and change the password regularly;
(vi) the Customer shall immediately deregister the ETS once the Customer has finished using the ETS ; and
(vii) Do not leave client systems unattended while using ETFs .
Clients shall not use or attempt to use ETFs for any purpose other than as permitted by PLUS Securities;
The Client shall report any loss or unauthorized disclosure of User Authentication to PLUS Securities by telephone as soon as practicable and confirm in writing thereafter within twenty-four (24) hours or such other period as PLUS Securities may specify from time to time;
The Client agrees and acknowledges that he shall be solely responsible for any accidental or unauthorized disclosure of the User Credentials to any other person;
The Customer shall not and shall not attempt to interfere with, modify, decompile, disassemble, reverse engineer, damage, alter or gain unauthorized access to any part of the ETS or the Website or Mobile Website or any software contained therein; and
The Client undertakes that if the Client becomes aware of any other person engaging in any of the actions described in Clause 8.1(e) , he will immediately notify PL Securities.
Third Party Information
The Client acknowledges that any information and data regarding securities and/ or client contracts and /or markets provided through ETS are obtained from other third-party information or service providers appointed by Prolion Securities from time to time . The Client also acknowledges that such information and data are or may be protected by copyright laws and other intellectual property laws and are only provided to the Client for private and non-commercial use. The Client may not:
(a) download, copy, reproduce, provide, transmit, forward, distribute, sell, assign, disclose, transfer, transmit, lease, share, lend, distribute, publish, disseminate, broadcast, telegraph or issue any relevant information and data in any way or use them for commercial purposes without the permission of Pulun Securities or the information or service providers;
(b) delete, obliterate, remove, re-position or amend in any way any relevant information or data , including, without limitation, any trademark or copyright notices; or
(c) incorporate or incorporate any such information or data into any other program.
The client acknowledges that the real-time quotation service and message alert service ( message alerts received by the client when the price of the securities specified by the client reaches the default price ) that may be provided by ETS are provided by third parties appointed by Prolon Securities from time to time. The client agrees that Prolon Securities shall not be liable for any loss caused by the failure of message alerts to be issued or by reliance on any real-time quotation service of securities provided to the client by ETS .
Neither Prolon Securities, any information or service provider, nor any third party warrants, represents or guarantees the accuracy, reliability, adequacy, timeliness and completeness of any information or data provided through the ETS and /or Website or Mobile Website, or the suitability of any such information or data for any purpose. Prolon Securities and all information or service providers expressly disclaim any liability arising from or resulting from reliance on such information or data .
intellectual property
All ownership rights, copyrights and other intellectual property rights in and to ETS , the Website and the Mobile Site are the exclusive property of Pulun Securities or the relevant information or service providers. No other rights, titles or interests are transferred or assigned to the Client except the right to access ETS and /or the Website or the Mobile Site under this Agreement. The Client shall not make any statement or take any action that may be deemed to indicate that the Client owns any such rights, titles or interests.
Limitation of Liability
Except for direct and reasonably foreseeable losses and damages ( if any ) or the amount of the relevant transaction ( whichever is the lower ) directly and solely caused by the willful breach of PLUS Securities, its directors, officers, employees or agents , PLUS Securities shall not be liable to the Client or any other person for the consequences arising from or related to the following circumstances:
the consequences arising from the use of ETS and/ or access to any information or data through ETS and/ or the Website and/ or the Mobile Website by the Client or any other person, whether authorized or not ;
any interruption, interception, suspension, delay, loss, unavailability, destruction or other failure ( whether or not within the control of PLS ) in the provision of ETS , transmission of instructions or information or data in relation to ETS or the Website or Mobile Website , including but not limited to any communication network failure or computer downtime, the acts or omissions of any third party data or service provider, internal management, computer virus, access by any unauthorized person ( including hackers ) , upgrade or preventive or remedial maintenance activities, mechanical failure, power failure, malfunction, outage, or inadequacy of equipment, devices or facilities, or any law, rule, regulation, code, directive, regulatory guideline or government order ( whether or not having the force of law ) ;
any transmission, posting and/ or storage of any information and/ or data relating to the Client, the ETS and/ or transactions conducted by the Client in relation to the ETS through any system, equipment or facilities provided by any communications network provider ; and
Force majeure, governmental actions, government restrictions, the issuance of emergency procedures, civil unrest, strikes, terrorist acts or threats, war, natural disasters, fire, flood, explosion or other circumstances beyond the control of third parties.
In no event shall Pulun Securities be liable to the Client in any way for any loss of use, income, profit, reserves or opportunity, or for any other incidental, consequential, special or indirect loss or damage incurred as a result of ETS , no matter how such loss arises.
Indemnity
Without prejudice to any other provision of these Terms and Conditions, unless due to willful breach by PLUS, the Client shall fully and continuously indemnify PLUS and its subsidiaries , associated companies , officers, employees and agents on a full indemnity basis against any liability, claim, demand , loss, damages, expenses, charges or costs of any kind ( including but not limited to legal fees ) which may be incurred by PLUS in connection with the provision of the ETS and/or the Website and/or the Mobile Website and/or the receipt of related information or data, and/or the exercise or maintenance of any powers and rights which PLUS may have, and against all actions or proceedings which may be brought by or against PLUS.
In any case, PLUS Securities shall not be liable for any failure of the Client to comply with the above obligations and the Client shall fully indemnify PLUS Securities for any direct or indirect losses or expenses ( regardless of the nature ) that may be suffered or incurred as a result. For the avoidance of doubt, it is the Client's responsibility to inquire with PLUS Securities about the status of any instructions issued through ETS .
If the client gives any instructions to Pulun Securities outside Hong Kong, the client agrees to ensure and represent that the instructions are issued in compliance with any applicable laws of the relevant jurisdiction where the instructions are issued. The client also agrees that if in doubt, the client should consult legal advisors and other professionals in the relevant jurisdiction. The client accepts that any taxes or charges may be paid to the relevant authorities for any instructions given by the client outside Hong Kong, and the client agrees to pay such taxes or charges.
The Client further undertakes to indemnify PLUS on a full indemnity basis for any loss or damage ( including legal costs ) incurred as a result of the use of the ETF .
Fees and Expenses
The Client shall pay all subscription, service and usage fees ( if any ) charged by PLUS from time to time for the use of ETS . If the Client fails to pay any amount owed and payable to PLUS for the use of ETS , the Client shall indemnify PLUS on a full indemnity basis for all costs and expenses ( including legal fees ) incurred by PLUS in recovering such amount. PLUS reserves the right to cancel or transfer any credit balance in any account at any time without notifying or obtaining the Client's consent to satisfy any debt or liability owed by the Client to PLUS for the use of ETS .
The Client irrevocably authorizes PLUS ( but PLUS is not obliged to do so ) to recover or deduct any amount ( including any related costs and expenses ) from any account ( whether the relevant account has a debit balance, credit balance or otherwise ) in order to complete any transaction .
No Guarantee
Pulun Securities does not guarantee that:
any services provided by ETS and /or Website and/ or Mobile Site or the use of ETS and /or Website and /or Mobile Site by the Customer will be free from error, interception or interruption; or
Any information , data or other materials provided, used or obtained through the ETS and/ or Website and /or Mobile Site are free of viruses, disabling devices or other interceptions.
The Client acknowledges that unless there is an obvious error or the Client can provide contrary proof acceptable to PLUS Securities, PLUS Securities' internal records regarding the relevant accounts, relevant transactions and information will be deemed to be irrefutable. For the avoidance of doubt, PLUS Securities may use updated information when executing any transaction instructions for the Client and the relevant transaction is binding on the Client even though the ETS and /or Website and /or Mobile Website may quote different information .
Third Party Services
The Client agrees that PLS may accept rebates, allowances of any fees, brokerage fees, commissions or any similar related amounts from any other third party involved in transactions or providing services related to ETS and /or Website and /or Mobile Website, and PLS shall be entitled to keep any profits or benefits obtained or received directly or indirectly from fees, brokerage fees, commissions, rebates, bonuses or other benefits obtained or received directly or indirectly from ETS and/or Website and/or Mobile Website .
In order to provide ETS and all related services, the Client agrees to disclose, transfer or otherwise provide to any other third party involved in any transaction or providing services in relation to ETS and/ or the Website and /or the Mobile Website all personal and other information relating to the Client and the Account , as well as the Client’s transactions and transactions with any one or more of the above persons and their subsidiaries, group companies and agents in or outside Hong Kong in relation to ETS and all related services.
Part 8 : Terms and Conditions of Electronic Bill Payment Service
This section is in addition to and supplements the section of these Terms entitled "General Terms and Conditions". The electronic statement service provided by Pulun Securities ( pursuant to which the Client will receive the statement of the relevant account via email using the email address provided by the Client ( "Email " ) ) is subject to the terms and conditions of this section and the section of these Terms entitled "General Terms and Conditions". In the event of any conflict or inconsistency between any provision of this section and any provision of the section of these Terms entitled "General Terms and Conditions", the provisions of this section shall prevail.
Interpretation
In these Terms, unless otherwise defined or the context otherwise requires, all terms defined in Chapter 1 “General Terms and Conditions” and Chapter 7 “Terms and Conditions for Electronic Trading Services” shall, where applicable, have the same meanings as in these Terms.
In these Terms and Conditions, unless the context otherwise requires, the following terms and conditions shall have the following meanings:
"This Agreement" means the agreement entered into between the Client and PLUS Securities, consisting of the Account Opening Form, these Terms and Conditions and the terms and conditions of the relevant account, and other documents referred to or attached thereto ( including any amendments or supplements thereto from time to time ) ;
“Terms and Conditions” means all the terms and conditions in this Chapter 7 “Terms and Conditions for Electronic Statement Services” ( as amended or supplemented from time to time ) .
Customer System
The Client is solely responsible for obtaining a Client System at its own expense to receive the Electronic Statements and to support the use of the Electronic Statement Service by the Client. Such arrangements shall be borne by the Client at his own risk.
Customer represents that, for the purposes set out in Clause 2.1 , Customer is the owner of the Customer System or is authorized to use the Customer System.
The Client shall ensure at its own expense that the Client's system is compatible and properly connected with the system of PLUS Securities at all times, and shall maintain the Client's system in good working order at its own expense.
Pulun Securities is not responsible for any matters arising from client system failure, malfunction or malfunction.
Clients may only use the Client System in Hong Kong or other jurisdictions where PLS can lawfully provide and clients can lawfully use the e-Statement Service.
Electronic Statement Service
The Client shall comply with any and all laws, rules, regulations and official publications now existing or which may be enacted, promulgated or enforced hereafter applicable to the Electronic Statement Service and other terms and conditions governing the use of such other facilities, benefits or services that PLS may from time to time provide to the Client in connection with the Electronic Statement Service.
The client agrees to use the electronic statement service and understands that the "electronic statement service" means that Pulun Securities will send the client's account statement via an electronic message with an attached file ( "electronic statement" ) to the email address that can be viewed on the client's computer terminal. The client will no longer receive the account statement by mail.
The e-Statement Service is provided for the exclusive use of the Client only and may only be provided in jurisdictions where the e-Statement Service may be lawfully provided and processed under applicable laws and regulations.
The client understands that PLUS Securities only provides electronic statement services to clients who have computer terminals with telecommunications equipment acceptable to PLUS Securities.
PLS reserves the right to limit from time to time the number of email addresses that clients may provide to PLS for receiving electronic statements. Different types of clients may be subject to different restrictions.
The client understands that the electronic statement service may be suspended without notice to the client for any reason ( including but not limited to failure, maintenance, modification, expansion and/ or improvement of the system or Internet service provider of PLUS Securities and its network ) . The client agrees that PLUS Securities shall not bear any legal liability or other responsibility for the suspension of service.
Pulun Securities shall make reasonable efforts to ensure the security of the electronic statement service and prevent unauthorized third parties from using it. However, the client acknowledges that Pulun Securities does not guarantee the security, secrecy or confidentiality of any information transmitted through any applicable telecommunications channels, Internet service providers, network systems or other equivalent systems in any jurisdiction.
The client understands that Pulun Securities cannot know whether anyone other than the client can use the client's email address user name and/ or password to obtain electronic statements. The client shall not allow or permit any other person to have access to the client's email address for any purpose. The client is responsible for the confidentiality and use of the client's email address user name and password.
The Client agrees to notify PLUS Securities in writing ( or in any other manner as PLUS Securities may determine from time to time ) of any changes to the information , including but not limited to the Client's email address. The Client will immediately notify PLUS Securities upon discontinuation or suspension of the use of any Client's email address provided to PLUS Securities.
Unless based on the willful default of any relevant service provider of Pulun Securities, any relevant service provider of Pulun Securities will not assume any legal liability or other responsibility for the failure or delay of information transmitted to customers, or the error or inaccuracy of such information. In particular, any relevant service provider of Pulun Securities will not assume any legal liability or other responsibility for the consequences caused by the following:
the use of the e-Statement Service and access to any information or data through the e-Statement Service by the Client or any other person ( whether authorised or not ) ;
any interruption, interception, suspension, delay, loss, unavailability, destruction or other failure in the provision of electronic statement services or the transmission of information or data related to the electronic statement services ( whether or not under the control of PLS ) , including but not limited to any communication network failure or computer downtime, the act or omission of any third-party information or service provider, software management, computer virus, illegal access by any person ( including hackers ) , upgrade or preventive or remedial maintenance activities, mechanical failure, power failure, malfunction, failure, equipment or installation deficiency, and any laws, rules, regulations, codes, guidelines, regulatory guidelines, government orders ( whether or not having legal effect ) ;
transmit, post and/ or store any information and/ or data related to the Customer and/or the Electronic Statement Services through or in any system, equipment or device of any communications network provider ; and
Acts of God, governmental actions, governmental restrictions, implementation of emergency procedures, civil commotion, strikes, terrorist acts or threats, war, natural disasters, fire, flood, explosion or other circumstances beyond the control of a third party.
Cancel
The Client understands that PLUS Securities or the Client may cancel the e-Statement Service in accordance with Clauses 4.2 and 4.3 .
Pulun Securities reserves the right to cancel a client's registration for the electronic statement service. Pulun Securities must give the client reasonable notice electronically or in writing before canceling the client's registration for the electronic statement service.
Clients may cancel their registration for the e-Statement Service by giving written notice to Pulun Securities. The above notice must be valid and effective. The effective date of cancellation of the e-Statement Service stated therein will be at least seven (7) business days after the date on which Pulun Securities receives the relevant notice.
Pulun Securities reserves the right to suspend or terminate the electronic statement service at any time without prior notice or reason.
Part 9 : Risk Disclosure Statement and Disclaimer
When requesting the relevant members of Pulun Securities to provide the services outlined in the Client Agreement, the client has read and fully understood and agreed to the following risk disclosure statement and disclaimer:
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
Part A – Risk Disclosure Statement for Cash Account and Margin Account
Risks of Securities Trading
The prices of securities fluctuate, sometimes dramatically. The price of a security may go up or down, or even become valueless. It is not possible to make a profit but it is possible to incur losses as a result of buying and selling securities.
Exchange rate risk associated with public offerings and placements
If the Offer Securities (as defined in Chapter 3) are denominated in a Foreign Currency (as defined in Chapter 3), or in both Hong Kong Dollars and a foreign currency, investors are exposed to exchange rate risk and may suffer losses due to fluctuations in exchange rates.
Risks of Trading GEM Stocks
GEM stocks involve a high degree of investment risk. In particular, companies can be listed on GEM without having a profit track record or forecasting future profits. GEM stocks may be very volatile and have low liquidity.
Customers should only make investment decisions after careful and prudent consideration. The higher risk nature and other characteristics of the GEM market mean that this market is more suitable for professional and other investors who are familiar with investment techniques.
Currently, information on GEM stocks can only be found on the Internet website operated by the Stock Exchange. GEM listed companies are generally not required to publish paid announcements in gazetted newspapers.
If clients are unclear about the contents of this Risk Disclosure Statement or the nature of the GEM market and the risks involved in trading stocks on GEM, they should seek independent professional advice.
Risks of Trading NASDAQ-AMEX Securities on the Stock Exchange
Securities listed under the Nasdaq-Amex Pilot Program (the "Pilot Program") are intended for sophisticated investors. Clients should consult with licensed or registered persons and familiarize themselves with the Pilot Program before trading in securities under the Pilot Program. Clients should be aware that securities listed under the Pilot Program are not regulated as securities for primary or secondary listing on the Main Board or Growth Enterprise Market of the Stock Exchange.
Risks of providing authorization for re-pledge of client's securities collateral
There are certain risks in providing Pulun Securities with a re-pledge authorization to allow it to use clients' securities or securities collateral in accordance with a securities lending agreement, re-pledge clients' securities collateral to obtain financial accommodation, or deposit clients' securities collateral as collateral to fulfill and settle its settlement obligations and liabilities.
If the client's securities or securities collateral are received or held by Pulun Securities in Hong Kong, the above arrangement is only valid if the client has given written consent to this. In addition, if the client is not a professional investor, the client's authorization letter must specify the validity period, which shall not exceed twelve (12) months. If the client is a professional investor, the above restriction does not apply.
In addition, if Pulun Securities sends a reminder to the client at least fourteen (14) days before the expiration of the relevant authorization that the relevant authorization will be deemed to have been renewed, and the client does not object to the extension of the relevant authorization in this manner before the expiration of the relevant authorization, the client's authorization will be deemed to have been renewed without the client's written consent.
There is currently no legal requirement for clients to sign these authorizations. However, PLUS may require authorizations in order to, for example, provide margin loans to clients or obtain permission to lend clients' securities or securities collateral to third parties or deposit them as collateral with third parties. PLUS should explain to clients the purposes for which authorizations will be used.
If the client signs an authorization letter and the client's securities or securities collateral are lent or deposited with a third party, such third party will have a lien or charge on the client's securities or securities collateral. Although PLUS Securities is responsible to the client for lending or depositing securities or securities collateral belonging to the client pursuant to the client's authorization letter, PLUS Securities' default may cause the client to lose his or her securities or securities collateral.
Pulun Securities provides cash accounts that do not involve securities lending. If the client does not need to use margin loans, or does not want his or her securities or securities collateral to be lent or pledged, the client should not sign the above authorization letter and should request to open such cash accounts.
Risks of client assets received or held outside Hong Kong
Client assets received or held by Pulun Securities outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdictions. These laws and regulations may be different from the Securities and Futures Ordinance and the rules made under the Ordinance. Therefore, the relevant client assets may not enjoy the same protection as client assets received or held in Hong Kong.
Risks of Internet Transactions
If the client trades through an electronic trading system, he/she shall bear the risks attached to the system, including the risk that the relevant system hardware or software may fail. System failure may result in the client's instructions not being executed according to the instructions, or not being executed at all.
The client acknowledges and bears the risk of delays in messages transmitted over the Internet due to network congestion or other reasons. The client will not be responsible for the consequences of such delays ( including but not limited to delays in sending instructions or orders to the trading venue, or delays in sending execution reports to the client due to failure of any communication facilities, or other delays that cannot be reasonably controlled by Pulun Securities ) .
Communications on the Internet may be temporarily interrupted, terminated or intercepted, or data transmission may be erroneous due to the public background of the Internet or reasons beyond the control of Prolon Securities. Messages sent through the Internet cannot be guaranteed to be completely secure. Customers should note that any message instructions sent or received through Prolon Securities' system may be delayed, lost, converted, altered, destroyed or infected by viruses, and customers must bear the relevant risks. Prolon Securities will not be responsible for the related losses and damages.
Risks of electronic statements
Access to the Internet and other electronic media may be limited or unavailable due to peak usage demand, market fluctuations, system upgrades or maintenance or for other reasons. Any communication conducted through the Internet and other electronic media may be subject to interference, transmission interruption, and transmission delays due to unpredictable Internet traffic or other reasons beyond the control of Pulun Securities. Due to technical limitations, the Internet is an unreliable communication medium. Therefore, there may be delays in the transmission and receipt of information, and settlement statements may not be sent to the designated email address. In addition, unauthorized third parties may obtain customers' communications and personal information, and customers must bear the full risk of any misunderstanding of communications or communication errors.
Part B – Risk Disclosure Statement for Margin Accounts
Risks of Margin Trading
The risk of loss in financing transactions by depositing collateral is substantial. You may sustain losses in excess of your cash and any other assets deposited as collateral with the relevant member of Pulun Securities. Market conditions may make it impossible to execute contingent trading instructions, such as "stop loss" or "stop limit" orders. You may be called upon at short notice to deposit additional margin or pay interest. If you fail to pay the required margin or interest within the prescribed time, your collateral may be sold without your consent. In addition, you will remain liable for any resulting deficit in your account and interest payable. You should therefore carefully consider whether this financing arrangement is suitable for you in light of your own financial situation and investment objectives.
Part C – Risks of Derivatives and Structured Products
Risks of Different Types of Derivatives and Structured Products
Issuer Risk:
If the structured product issuer is insolvent and fails to fulfill its obligations on the issued securities, the client can only be regarded as an unsecured creditor and has no priority claim to any assets of the issuer. Therefore, the client should pay special attention to the financial strength and reputation of the structured product issuer.
Non-collateral product risks:
Non-collateralized structured products are not asset-backed. If the issuer goes bankrupt, clients can lose their entire investment. To confirm whether a product is non-collateralized, clients should read the listing documents carefully.
Leverage Risk:
Structured products such as derivative warrants and callable bull/bear contracts are leveraged products, and their value can change rapidly according to the relative leverage ratio. Customers should be aware that the value of structured products can fall to zero, at which time the initial investment will be lost.
Validity period considerations:
Structured products have an expiry date and may be worthless after expiry. Customers should pay attention to the expiry date of the product and ensure that the remaining validity period of the selected product can match their trading strategy.
Special price movement:
The price of structured products may differ from their theoretical price due to external factors ( such as market supply and demand ) . Therefore, the actual transaction price may be higher or lower than the theoretical price.
Foreign exchange risk:
If the underlying assets of the structured products you buy and sell are not denominated in Hong Kong dollars, you will still be exposed to foreign exchange risk. Fluctuations in currency exchange rates may have a negative impact on the value of the underlying assets, and in turn affect the value of the structured products.
Liquidity Risk:
The Stock Exchange requires all structured product issuers to appoint a liquidity provider for each individual product. The liquidity provider's responsibility is to provide two-way opening for the product to facilitate trading. If a liquidity provider defaults or stops performing its duties, customers may not be able to trade the relevant products until a new liquidity provider is appointed.
Risks of Investing in Derivative Warrants (“ Warrants ”)
Issuer Risk:
If the structured product issuer is insolvent and fails to fulfill its obligations on the issued securities, the client can only be regarded as an unsecured creditor and has no priority claim to any assets of the issuer. Therefore, the client should pay special attention to the financial strength and reputation of the structured product issuer.
Leverage Risk:
Although the warrant price is much lower than the underlying asset price, the price of the warrant can rise or fall much more than the underlying stock. In the worst case, the warrant price can fall to zero, and investors will lose all the money they initially invested.
Limited validity:
Unlike stocks, warrants have an expiration date, so their validity period is limited. If the warrant is not in-the-money when it expires, it is completely worthless.
Time passing:
If other factors remain unchanged, the price of warrants will decrease over time. Investors should never view warrants as a long-term investment tool.
amplitude:
If other factors remain unchanged, an increase in the volatility of the underlying asset will increase the value of the derivative warrant (" warrant ") ; conversely, a decrease in volatility will cause the value of the warrant to decrease.
Market forces:
In addition to the fundamental factors that determine the theoretical price of warrants, all other market factors (including the supply and demand of the warrants themselves in the market) will also affect the price of warrants. In terms of market supply and demand, the impact of supply and demand is particularly large when the warrants are about to be sold out in the market or when the issuer issues additional warrants.
Risks of Trading CBBCs
Forced repossession:
CBBCs are not suitable for all investors. Investors should consider how much risk they can bear before buying or selling CBBCs. In any case, unless investors clearly understand the nature of CBBCs and are prepared to lose all their investment at any time, they should not buy or sell CBBCs, because if the price of the underlying asset of the CBBC reaches the strike price, the CBBC will be immediately called back by the issuer and trading will be terminated. Class N CBBCs will not have any residual value. If it is a Class R CBBC, the holder may be able to recover a small amount of residual value, but in the worst case there may be no residual value. Brokers may charge a service fee when recovering residual value from issuers on behalf of their clients.
Generally speaking, the greater the difference between the strike price and the current price of the underlying asset, the lower the chance that the CBBC will be called, because the price of the underlying asset needs to change significantly before the strike price is reached. However, at the same time, the greater the difference between the strike price and the current price, the smaller the leverage effect.
When a CBBC is called, even if the price of the underlying asset rebounds, the CBBC will not be traded again in the market, so investors will not profit from the price rebound.
For CBBCs issued on overseas assets, mandatory call events may occur outside the trading hours of the Hong Kong Stock Exchange.
Leverage:
Since CBBCs are leveraged products, the price fluctuation of CBBCs will be higher than that of the underlying assets. If the price trend of the underlying assets is opposite to the investor's original expectation, the investor may suffer a greater loss in proportion.
Limited validity period:
CBBCs have a fixed validity period and expire on a specified date. The validity period can range from 3 months to 5 years. If a CBBC is called early before expiration, the validity period will become shorter. During this period, the value of a CBBC will fluctuate with the price of the underlying asset and may become worthless after expiration or if called early.
Trends of underlying assets:
Although the price movement of CBBCs tends to closely follow the price movement of the underlying asset, it may not be synchronized with the price movement of the underlying asset in some cases (i.e. the hedge value may not be equal to one). The price of CBBCs is affected by many factors, including its own supply and demand, financial costs and the time limit to expiration. In addition, the hedge value of individual CBBCs will not always be close to one, especially when the price of the underlying asset is close to the strike price.
Circulation:
Although there are liquidity providers for CBBCs, there is no guarantee that investors can buy/sell CBBCs at their target price at any time.
Financial expenses:
When a CBBC is issued, the entire financial cost of the term is already included in the issue price. Although the term of the CBBC will be shortened when it is redeemed, the holder will still lose the entire financial cost. Investors should note that the financial cost of the CBBC may change after it is launched, and liquidity providers may not quote prices based on the theoretical value of the financial cost when the CBBC is launched.
Trading close to the strike price:
When the price of the underlying asset approaches the strike price, the price of the CBBC may become more volatile, the bid-ask spread may be wider, and the liquidity may be lower. CBBC may be called at any time and trading may be terminated.
Since there may be some time difference between the time of forced call event and the suspension of CBBC trading, some transactions are completed and confirmed by investors after the forced call event occurs, but any transaction executed after the forced call event will not be recognized and will be cancelled. Therefore, investors need to be extra careful when buying and selling CBBC close to the call price.
The issuer will notify the market of the exact call time within 60 minutes after the occurrence of the mandatory call event . The Exchange will also release the transaction information that was completed after the mandatory call event to the relevant exchange participants ( brokers ) so that they can notify their clients. If investors are not sure whether the transaction was completed or cancelled after the mandatory call event, they should check with their brokers.
CBBC issued with overseas assets
The prices and settlement prices of CBBCs issued with overseas assets are calculated by converting foreign currencies into Hong Kong dollars. Investors who buy and sell such CBBCs need to bear the relevant foreign exchange risks. Foreign exchange prices are determined by market supply and demand, which involves many factors.
For CBBCs issued with overseas assets, a mandatory call event may occur outside the trading hours of the Hong Kong Stock Exchange. The relevant CBBCs will cease trading on the Exchange in the next trading session or as soon as possible after the issuer notifies the Exchange of the mandatory call event. After a mandatory call event occurs, the third generation automatic order matching and execution system (AMS/3) does not have an automatic stop mechanism. For R -type CBBCs, the residual value will be determined according to the pricing date specified in the terms of the listing documents.
Risks of Investing in Exchange Traded Funds
Market Risk:
ETFs are designed to track the performance of a particular index, industry sector or asset class ( such as stocks, bonds or commodities ) . ETF managers can use different strategies to achieve their goals, but they generally cannot take defensive measures in a falling market. Investors must be prepared to suffer losses due to fluctuations in the underlying index assets.
Tracking Error:
This refers to the decoupling of the performance of an ETF from the performance of the underlying index assets, which can be caused by factors such as the ETF's transaction fees and other expenses, changes in the underlying index assets' mix, and the ETF manager's replication strategy. (Common replication strategies include full replication of a representative sample and synthetic replication, which are discussed below.)
Trading at a discount or premium:
The price of an ETF may be above or below its net asset value, primarily due to supply and demand factors, particularly during periods of significant market volatility and uncertainty. This may also occur with ETFs that track sectors of the market where direct investment is restricted.
Foreign exchange risk:
If the underlying assets of the structured products that investors buy and sell are not denominated in Hong Kong dollars, they will also be exposed to foreign exchange risk. Fluctuations in currency exchange rates may have a negative impact on the value of the underlying assets, and in turn affect the price of the structured products.
Liquidity Risk:
Securities market makers are exchange participants who are responsible for providing liquidity and facilitating the buying and selling of ETFs. Although most ETFs have one or more securities market makers, if a securities market maker defaults or ceases to perform its duties, investors may not be able to buy or sell.
Different ETF replication strategies involve counterparty risk:
(a) Full replication and representative sample selection strategy
ETFs that adopt a full replication strategy usually invest in all constituent stocks in the same proportion as the benchmark . ETFs that adopt a representative sampling strategy only invest in some ( but not all ) of the relevant constituent stocks. For ETFs that invest directly in the relevant assets without using synthetic replication tools issued by third parties, counterparty risk is usually not a big problem.
(b) Comprehensive replication strategy
ETFs that adopt a synthetic replication strategy mainly track the performance of a benchmark through swaps or other derivatives. Currently, ETFs that adopt a synthetic replication strategy can be further divided into two types:
Composed of swap contracts:
Total return swaps allow ETF managers to replicate the performance of a fund's benchmark without purchasing its underlying assets. ETFs structured with swap contracts are subject to counterparty risk from swap dealers. If a swap dealer defaults or fails to honor its contractual commitments, the fund may suffer losses.
Composed of derivative instruments:
ETF managers may also use other derivatives to replicate the economic benefits of the underlying benchmark. The derivatives may be issued by one or more issuers. ETFs structured with derivatives are subject to counterparty risk from the issuer. If the issuer defaults or fails to meet its contractual commitments, the fund may suffer losses.
Even if an ETF obtains collateral, it still needs to rely on the collateral provider to fulfill its obligations. In addition, once the right to claim the collateral is exercised , the market value of the collateral can be far lower than the amount originally guaranteed, causing serious losses to the ETF.
It is extremely important for investors to understand and carefully evaluate the impact of different ETF structures and features.
Part D – Risk Disclosure Statement Applicable to All Types of Accounts
Risks of client assets received or held outside Hong Kong
Client assets received or held by Pulun Securities outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdictions. These laws and regulations may be different from the Securities and Futures Ordinance and the rules made under the Ordinance. Therefore, the relevant client assets may not enjoy the same protection as client assets received or held in Hong Kong.
Part 10 : Personal Data Privacy Policy
Words and expressions defined in the section entitled "General Terms and Conditions" of these Terms shall have the same meanings when applied in this section unless otherwise defined in this section or are inconsistent with such meanings by reason of subject or context.
Pulun Securities' Personal Information Privacy Policy ( the "Policy" )
Unless otherwise stated, this Policy applies to PLUS Securities. References to "we" ( as the case may be ) refer to PLUS Securities. This statement applies to all our websites;
Please note that this policy may be revised from time to time without prior notice and customers should check the latest version regularly. In the event of any inconsistency or conflict between the English and Chinese versions of this statement, the English version shall prevail.
Privacy Policy Statement
Our Commitment
We are committed to properly handling personal data to protect the privacy of our customers. We will ensure that the policies and codes of practice adopted by our agents in relation to the collection, use, retention, disclosure, transmission, security and access to personal data comply with the provisions of the Personal Data ( Privacy ) Ordinance ( Chapter 486 of the Laws of Hong Kong ) ( hereinafter referred to as the "Ordinance" ) and the relevant codes of practice and guidelines issued by the Office of the Privacy Commissioner for Personal Data of Hong Kong. "Personal data" in this Statement is interpreted in accordance with the definition in the Ordinance. If any of our operations are subject to any other privacy laws outside Hong Kong ( e.g. operations outside Hong Kong ) , this Statement will also apply as long as it does not conflict with the relevant local laws.
When customers agree to provide us with personal information and/or survey data, the personal information must be true, complete and not misleading. We will not be responsible for any loss or damage caused by the inaccuracy and incompleteness of the personal information and/or survey data provided by customers.
We may automatically collect information about customers' use, purchase or ordering of our services and/or products , such as call connection time, duration, origin and destination, in order to accurately report and manage customers' accounts.
Our website may disclose aggregated statistics of website visitors to advertisers that do not identify individuals . Some websites also collect aggregated information about visitors, such as the number of visits. Such information may include, but is not limited to, browser type and version, operating system, IP address and/ or domain name.
Cookies ( if any ) set in any part of our website will not be used to collect personal information. Cookies are small computer files that can be saved in the computer of web users. Their function is to obtain configuration information and analyze the browsing habits of web users. After users save cookies , they do not need to re-register when they visit the website again. Websites often use cookies to track user's favorite website themes. Customers can modify the relevant Internet options or computer system browsing preferences to refuse to store cookies , but customers may not be able to use or activate certain functions provided by this website. Our website may block users who do not accept cookies .
In order to comply with relevant matters, including but not limited to legal regulations, audit regulations, to assist in staff training, to improve service quality and to clarify contracts, calls made by customers to our managers, directors , staff , agents and representatives (including our customer service department) may be recorded.
Provide accurate personal information
When customers apply to use, purchase, subscribe or order any of our services and/ or products, we may conduct, including but not limited to, credit assessment and verification of customers' personal information. If the verification results do not meet the requirements, we will not enter into any contract, arrangement or guarantee with the customer. In some cases, we will use the customary methods generally accepted by the market to verify the information provided by the customer, or check the information we have previously recorded . In addition, we may also require customers to produce original documents such as personal identification documents and/ or proof of address before using the relevant information .
Purpose of the collected personal data
The specific uses of personal data of customers are set out in Part II of our "Personal Information Collection Statement" below ( particularly items 1. to 8. of the first paragraph of Part II are the main parts ) .
Data access and correction by the parties
Under the Ordinance, customers have the right to:
1. Check whether we hold your personal data;
2. Access the personal data of customers we have stored;
3. Request us to correct any incorrect personal data we have stored; and
4. To verify our policies and practices (as may be determined from time to time ) in relation to personal data and the types of personal data held.
If customers wish to access and/ or amend the personal data submitted to us through the application form, the Internet or other channels, or to inquire about our personal data policy and the types of personal data held by us, please submit in writing to our Data Protection Officer. We will make arrangements within ____ days after receiving the notification . We may charge a reasonable handling fee for each successful access. However, if the access is indeed for the purpose of correcting the data , the handling fee will be waived.
Personal Data Security
When we transmit customers' personal information via the Internet, we will use various encryption technologies to ensure that only authorized personnel can access the information. Due to the nature of the Internet, we cannot guarantee the absolute security of data transmission. Customers can refer to the following Part III "Security Statement" to understand what steps we take to protect the security of personal information collected through this website and to prevent illegal interference by third parties.
Internal guidelines on access to personal data
All our staff strictly abide by the "Internal Guidelines for Accessing Personal Data". Physical records containing personal data are kept in a locked and secure location when not in use. We strictly control employee access to physical and/ or computer data . Each access must be approved by the appropriate management, and only those who "need to know" are allowed to access customers' personal data. When we store, use and/ or transmit customers' personal data, we will take appropriate measures to prevent accidental and/ or unauthorized disclosure, alteration, loss and/ or destruction of any personal data.
Retention of Personal Data
The personal data provided by customers to us through application forms, the Internet or other means during the validity period of the service will be retained until a reasonable period after the termination of the service. We will remove unnecessary personal data in the system in accordance with internal policies.
Online Services
We may promote online stores or service providers or product providers operated by third-party merchants on our website. If customers intend to use or order any services and/ or products provided by the above-mentioned merchants, they should be aware that any information submitted by customers, once transmitted to the relevant merchants, is beyond our control and we cannot provide any guarantee.
Personal Information Collection Statement
As our customer or visitor or user of our website, you may need to provide us with personal data when applying for and/ or continuing to use any services and/ or products from us. If the personal data provided by the customer is incomplete or inaccurate, we may not be able to provide or continue to provide the required services and/ or products to the customer. We will always keep the personal data of our customers confidential. Our policies and practices for collecting, using, retaining, disclosing, transferring, securing and accessing personal data shall comply with the provisions of the Ordinance and this Statement. We may use and retain the personal data provided by customers for any of the following purposes, as well as other purposes agreed by both parties from time to time or required by law:
Processing customers’ applications for the use, purchase, subscription or ordering of services and/or products and providing services and/ or products, implementing customers’ instructions for transactions or other matters, and executing other instructions from customers;
With the consent of the client, use the client's personal information ( which may include name, gender, telephone number, fax number, mailing address, email address and date of birth ) to promote the following products and/ or services of us and /or our partners: ( i) securities and investment ( including, but not limited to, securities brokerage service consulting, asset management, corporate financing, etc. ) ; (ii) relevant reward programs; and/ or (iv) promotion of the above products or services by Pulun Securities ( regardless of whether we receive compensation for the promotion ) . We will provide the relevant promotional materials to the client by direct sales calls, emails, electronic messages1 , faxes, mails, etc. We will consult the client 's personal preferences for the relevant services and/or products before providing direct sales promotional materials to the client ;
To process relevant or associated offers to customers in response to various services and/ or products;
Analysing, verifying and/ or checking the credit, payment and/or account status of customers in connection with the provision of services and/ or products and conducting credit inquiries or investigations on customers and ascertaining their financial status;
Process any payment instructions, direct debit payment arrangements and or credits requested by customers;
Facilitating the daily operation of customer accounts, providing customer service and/ or collecting outstanding fees for services and/or products on customer accounts;
comply with any applicable industry practices or requirements issued by government agencies or regulatory authorities; and
Let us prevent crime from happening.
We may disclose and transfer your personal data to the following parties ( whether in Hong Kong or overseas ) and may use, disclose, store, process or retain your personal data for the above purposes:
our agents and contractors ( including information technology, network, customer service, sales agents, mailing companies, telecommunications service providers, telemarketing and direct sales agents, call centres, administrative service providers, financial service providers, computer, telecommunications, payment or securities clearing service providers, any contractors, agents or service providers of professional or other services, data processing service providers, third party reward, loyalty and privilege program providers, co-branding partners and contractors ) , any telecommunications companies and service providers in connection with the provision of relevant services and/ or products;
Pulun Securities, its affiliated companies and related companies ( if any ) and partners;
banks, financial institutions, credit providers, any nominees in whose name securities or other assets may be registered, any person with whom or on behalf of our clients transact or propose to transact;
Debt collection agencies, credit reference agencies and security agencies;
Hong Kong Exchanges and Clearing Limited, regulatory authorities, law enforcement agencies and the courts;
our professional advisers and any other persons under a duty of confidentiality to us; and
Any actual or proposed assignee, successor or transferee of our rights in relation to our customers.
If you do not wish to receive direct marketing promotional materials from us regarding telecommunications and/ or the above-mentioned other categories of products and services , or do not wish us to disclose, transfer or use your personal data for the above-mentioned direct marketing purposes, you may submit your marketing opt-out application by mailing to 7 /F, China Paint Factory Building, 1163 Canton Road, Mong Kok, Kowloon, Hong Kong or calling our customer service hotline.
Query
If you have any questions about this policy, please contact our Data Protection Officer in writing:
12 /F, Woon Lee Commercial Building, 7-9 Austin Road, Tsim Sha Tsui, Hong Kong
Data Protection Officer