Common use of Dealing Practices Clause in Contracts

Dealing Practices. 3.1 SINO may determine the priority in the execution of the Client’s orders having due regard to market practice, applicable regulations and fairness to all The Client. Transactions executed may not always be able to execute orders at the prices quoted “at best” or “at market” and the Client agrees in any event to be bound by Transactions executed by SINO following Instructions given by the Client. 3.2 Any order for purchase or sale of Securities placed by the Client will be valid for the day ordered. The order(s) has not been executed before the close of business of the relevant Exchange or such later time as the Client and SINO may agree shall be deemed to have been cancelled automatically. 3.3 SINO, at any time and at Company's absolute discretion, for the purpose of obtaining a better execution price and/or reducing the volume of instructions, to consolidate and/or disaggregate the Client's Instructions to purchase and/or sell Securities. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s orders separately. The Client agrees that in the event of there being insufficient Securities available to satisfy the purchase/sell orders so consolidated; the number of Securities actually purchased/sold shall be attributed to the relevant Client in the order in which those orders were received by SINO. 3.4 SINO will not be liable for any failure in the transmission of orders due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of SINO. When the Client request to cancel or amend the order(s), it is only possible before the order(s) is executed. In the case of full or partial execution of the Client’s cancelled orders, the Client agrees to accept full responsibility for the transactions. 3.5 After execution of the Client’s orders, SINO will send the Client trade confirmations of the Client’s transactions and relevant statements summarizing trades in the Client’s account. Such trade confirmations and statements shall be conclusive and binding on the Client if the Client did not object to in writing by the Client within 24 hours in the case of trade confirmations or 7 days in the case of statements. 3.6 If SINO provides services to the Client in relation to derivative products, including options, the Client can request SINO provide product specifications and any prospectus or other offering document covering such products. 3.7 The Client acknowledges those telephone calls between the Client and the SINO may be recorded without any warning messages. The records may be used as evidence of the Instructions in case of disputes.

Dealing Practices. 3.1 SINO 4.1. TCSCL will act as your agent in effecting Transactions unless TCSCL indicates (in the contract note for the relevant Transaction or otherwise) that TCSCL is acting as a principal. 4.2. TCSCL may determine the priority in the execution of the Client’s your orders in its sole discretion having due regard to market practice, applicable regulations and fairness to all The Client. Transactions executed may not always be able to execute orders at the prices quoted “at best” or “at market” and the Client agrees in any event to be bound by Transactions executed by SINO following Instructions given by the Clientclients. 3.2 Any order for purchase 4.3. TCSCL may determine and engage the services of Execution Broker or sale of Securities placed by the Client will be valid for the day ordered. The order(sother broker(s) has not been executed before the close of business of the relevant Exchange or such later time as the Client in its sole discretion having due regard to market practice, applicable regulations and SINO may agree shall be deemed fairness to have been cancelled automaticallyclients. 3.3 SINO4.4. TCSCL may, at any time and at Company's absolute discretionwithout prior reference to you, combine for execution your orders with the purpose orders of obtaining a better execution price and/or reducing the volume of instructions, to consolidate and/or disaggregate the Client's Instructions to purchase and/or sell Securitiesother clients. This may result in a more favorable or less favorable price being obtained for the Client you than executing the Client’s your orders separately. The Client agrees that in the event of Where there being are insufficient Securities available to satisfy the purchase/sell orders so consolidated; combined, the number of Securities actually purchased/sold shall Transactions will be attributed allocated between clients with due regard to the relevant Client in the order in which those orders were received by SINOmarket practice and fairness to clients. 3.4 SINO 4.5. TCSCL will not be liable for any delay or failure in the transmission of orders due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of SINOTCSCL. 4.6. When By reason of physical restraints and rapid changes of securities prices, TCSCL may not always be able to execute your orders in full or at the Client request prices quoted at any specific time or “at best” or “at market” and you agree to be bound by such executions. 4.7. Request to cancel or amend the order(s), it your orders is only possible before the order(s) is orders are executed. In the case of full or partial execution of the Client’s your cancelled orders, the Client agrees you agree to accept full responsibility for the transactionsTransactions. 3.5 After 4.8. Market orders may result in unfavorable executions owing to volatile market conditions. Moreover, cancellation of market orders is rarely possible as they are subject to immediate execution. 4.9. Your trading orders are good for the day unless you specify otherwise. A good-till-cancelled order remains a pending order until cancelled by you. The order may be executed at any time prior to such cancellation, and you accept full responsibility for the Transactions. 4.10. Following execution of the Client’s your orders, SINO TCSCL will send the Client trade you confirmations of the Client’s transactions your Transactions and relevant statements summarizing trades entries in the Client’s accountyour Account. Such trade confirmations and statements shall be conclusive and binding on the Client you if the Client did not object objected to in writing by the Client you within 24 hours in the case of trade confirmations or 7 days in the case of statements. 3.6 4.11. If SINO provides services Services are to the Client be provided by TCSCL to you in relation to derivative products, including options, TCSCL shall provide 4.12. You confirm that until such time as TCSCL receives written notice from you to the Client can request SINO provide product specifications contrary in respect of one or more specific Transactions, you will not give TCSCL any order to sell Securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO). 4.13. Without prejudice to Clause 4.12 above, in respect of each short selling order to be transacted at or through the HKEx upon your instruction, you understand the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agree to ensure compliance with the same by you and any prospectus other relevant persons. 4.14. You understand that where TCSCL is selling as agent, TCSCL shall not convey or accept an order to sell Securities which is a short selling order at or through the HKEx (or other offering Exchanges as may be applicable) unless TCSCL has received from you, or any other person for whose benefit or on whose behalf the order is made, certain required assurance and TCSCL shall be obliged to collect from you, or such other person, such information (if any), in the form of a document covering and within such productstime, as is prescribed by relevant rules made under the SFO or other applicable Regulators. 3.7 The Client acknowledges those 4.15. You understand and agree that telephone calls between you and TCSCL or TCSCL’s Affiliates or third-party providers (including without limitation, Manager, Product Issuer or Execution Broker, as the Client and the SINO case may be) may be recorded without any warning messages. The records and that such recording(s) may be used as in evidence of the Instructions contents of the call. 4.16. For Transactions in relation to any Fund: i. You may instruct TCSCL to execute any Transaction by placing an order with TCSCL. Upon the receipt of such order, TCSCL shall execute the Transaction by placing an order with the relevant Manager or Product Issuer. The order becomes irrevocable immediately after TCSCL has executed the Transaction by placing an order with the relevant Manager or Product Issuer. In the case of an order for the subscription of Units, TCSCL shall execute the Transaction by placing the order with the relevant Manager or Product Issuer: - (a) where the subscription is settled by cheque payment, upon the receipt of the order and cheque. TCSCL may, at any time in its sole and absolute discretion, in certain circumstances require the clearance of the cheque before placing the order; or (b) where the subscription is settled by electronic fund transfer (through the internet, the banking system or otherwise), upon the receipt of the order and payment. You agree to properly sign and fill in the instruction form(s) in connection with an order and deliver in accepted means to TCSCL, or TCSCL may complete and sign the instruction form(s) for and on behalf of you in accordance with instructions given by telephone, and TCSCL shall deal with the relevant Manager or Product Issuer and give instructions accordingly, after which applicable Fund shall pay TCSCL the relevant redemption monies after calculation according to such Fund’s Fund Documents. You agree to bear and pay any fees/expenses incurred in the course of the redemption process. ii. If, in accordance with Clause (i) above, TCSCL has executed a Transaction before the actual receipt of the necessary application monies and fees, you shall procure that payment in cleared funds should be received by TCSCL within such time period specified by TCSCL in its sole and absolute discretion from time to time. If payment is not received within the time period specified by TCSCL or where there is confirmation of insufficient funds in your bank account, the subscription may be cancelled forthwith or resold to the Manager or Product Issuer without any liability or responsibility on the part of TCSCL, in which event you shall be responsible for any loss suffered by TCSCL resulting from the failure by you to make such payment. TCSCL reserves the right to set off the said loss against the available balance in your Account. iii. Orders placed by you with TCSCL may be aggregated and consolidated either daily or from time to time by TCSCL together with orders placed by ▇▇▇▇▇'s other Clients or any other person whom TCSCL deems fit, for the purposes of placement of the orders by TCSCL with the relevant Manager or Product Issuer. iv. Orders (and monies) received by TCSCL on any Trading Day before the relevant cut-off time (as may be specified by TCSCL in its sole and absolute discretion) shall be consolidated with other orders (and monies) for placement with the relevant Manager or Product Issuer on the same Trading Day. Orders (and monies) received after the specified cut-off time shall be deemed to be an Order received by TCSCL on the next Trading Day and shall only be placed with the relevant Manager or Product Issuer on the next Trading Day. v. Where TCSCL has placed a consolidated order for the subscription of Units or for the switching of Units with the relevant Manager or Product Issuer, the Manager or Product Issuer will (subject to the Manager or Product Issuer's right to refuse or reject any such order pursuant to such Fund’s Fund Documents) issue the relevant Units to and register the Units in the name of TCSCL, its Affiliates, agents or you (whichever is applicable). The Units so issued will be allotted or allocated among you and the other relevant clients of TCSCL in any order or manner as TCSCL may in its sole and absolute discretion determine. vi. Where you give an order for the switching of Units, TCSCL will subscribe for Units required by you only after the confirmation and completion of the redemption of the relevant existing Units which are being switched. vii. You understand and acknowledge that (i) TCSCL has no authority to accept applications for Units on behalf of any Manager, Fund or Product Issuer, and shall in no circumstances have any power to enter into any Transaction on behalf of or in any other way to bind any Manager, Fund or Product Issuer to pledge the credit of the Units; and (ii) any Manager, Fund or Product Issuer which receives the order from TCSCL is not obliged to accept the order in part or whole. TCSCL shall not be liable or responsible for any action or rejection on the part of any Manager, Fund or Product Issuer in respect of any order. TCSCL, its Affiliates or agents shall have no responsibility nor liability for ensuring that the relevant Manager, Fund or Product Issuer allots the Units or for any losses (including, without limitation, any loss of investment opportunity) which you may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Manager, Fund or Product Issuer. viii. You acknowledge that the issue prices and redemption (realisation) prices are determined by the Manager or the Product Issuer in accordance with the Fund Documents of the relevant Security or prescribed procedures on any Trading Day. Accordingly, any price or value quoted by TCSCL to you in respect of any Unit in any Security is not conclusive and is indicative only. You hereby agree that in placing your order, you are not relying on any such information provided to you by TCSCL and acknowledge that the applicable issue or redemption price in relation to your order may be different from the indicated or quoted prices. ix. You acknowledge that you are aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to you. The arrangements are as determined by the Manager or the Product Issuer. x. TCSCL reserves the right to delay or refuse to process, and check or verify the Transaction and/or order if, in its reasonable opinion, there are grounds for doing so. xi. You confirm that you are NOT a resident or citizen of, or located or domiciled in, or incorporated in any of the country or territory listed in the Fund Documents which are not permitted by reason of residency/citizenship/location/domicile/incorporation or otherwise to invest in the relevant Fund. You undertake to notify TCSCL immediately if you become a resident/citizen of, or located or otherwise domiciled in such countries or territories, in which circumstances you understand and acknowledge that it may be obliged to redeem the Units. xii. You agree and consent that TCSCL may receive from the Fund and/or the Manager or adviser of the Fund (without limitation) subscription, redemption, switching fees for Transactions entered into by you, and may receive trailer fees and other fees and incentives paid out of management fees or otherwise by the Manager or adviser, and also other rebates and incentives in relation to the Fund. TCSCL may also be engaged by any Fund to execute trades or provide other services for or on behalf of the Fund or its Manager and adviser. xiii. You acknowledge that cancellation of any instructions with respect to any Fund may not be permitted under the Fund Documents and, even if permitted, is not within the control of TCSCL and, accordingly, TCSCL can give no assurance that any request to cancel an instruction will be effective. 4.17. TCSCL shall be entitled to rely on and to act as it thinks fit in accordance with any instruction given or purportedly given by or on behalf of you which TCSCL believes in good faith to have been given by you or your Authorized Person(s) in writing, verbally, by facsimile or other electronic means, in any case at your own risk. Notwithstanding the foregoing, TCSCL shall have discretion to reject such instruction. TCSCL shall be under no obligation either to act for you or upon any instruction, or execute any Transaction for or on behalf of you if there are insufficient funds in the Account, or if TCSCL believes that the acting or the execution might result in either TCSCL, its Affiliates or you contravening any Applicable Laws and Regulations or for any other reason. If TCSCL in its absolute discretion declines to act for you or act upon any instruction, or execute any Transaction for or on behalf of you, TCSCL shall in its own discretion notify you accordingly, but TCSCL shall not in any circumstances whatsoever be liable in any way for any loss, damages, liability, cost, expense or whatsoever suffered or incurred by you arising in or in connection with the exercise of the above discretion by TCSCL. 4.18. Unless you give specific instructions to the contrary, you agree and acknowledge that all orders and instructions are valid for the Trading Day on which it is received. Any instruction received after the close of a Trading Day shall be treated as that of the next Trading Day and valid for the next Trading Day only. 4.19. For any instruction, your name (or any of them in case where you are more than one person unless otherwise stated in the Account Application), the name of your Authorized Person (or the names of the Authorized Persons if the Account Application states that more than one Authorized Person is required) where such instruction is given by your Authorized Person(s) and the number of the relevant account opened with TCSCL shall be quoted provided always that TCSCL may but shall not be under any duty to verify or ensure as to the identity of the Authorized Person or any person giving such instruction and TCSCL shall be entitled (but not be obliged) to act on the same and rely on its belief that such instruction emanates from you, your Authorized Person(s) or any person acting on your behalf. 4.20. You may grant to TCSCL the following standing authorities and once granted, you agree to be bound by the terms thereof:- i. a standing authority pursuant to the Securities and Futures (Client Money) Rules (Cap. 571I of Laws of Hong Kong) as amended from time to time; ii. a standing authority pursuant to the Securities and Futures (Client Securities) Rules (Cap. 571H of Laws of Hong Kong) as amended from time to time; and iii. such other lawfully agreed standing authority, as amended from time to time. 4.21. Subject to applicable laws, any instruction given or purportedly given by you, your Authorized Person(s) or authorized third party(ies) after: i. the revocation by you of your Authorized Person(s)’ or authorized third party(ies)’ authority; or ii. the commencement of liquidation or bankruptcy (as the case may be) in respect of you or the occurrence of any analogous event; shall continue to be valid and effective in TCSCL’s favour until the actual receipt by TCSCL of a written notice informing TCSCL of the occurrence of the relevant event from you (in case of disputesthe said revocation) or in case of the said liquidation or bankruptcy, the liquidator, the trustee in bankruptcy or similar officer. 4.22. Any instruction given by your Authorized Person(s) or authorized third party(ies), as the case may be, shall be deemed to be given by you. You hereby agree to accept full responsibility and shall not later challenge the instructions given by your Authorized Person(s) or authorized third party(ies), as the case may be.