APPLICATION TO PARTICIPATE IN ASEAN LINK - … Post... · Web viewmeans a legal entity admitted as...

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Page 1: APPLICATION TO PARTICIPATE IN ASEAN LINK - … Post... · Web viewmeans a legal entity admitted as a Clearing Participant under the Rules of Bursa Malaysia Securities Clearing Sdn

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ASEAN POST TRADE SERVICES SUBSCRIPTION FORM

This is a subscription to Post Trade Services provided by Bursa Malaysia Depository (“Bursa Depository”) for trades executed on participating ASEAN Exchanges other than Bursa Malaysia Securities Bhd and is subject to the ASEAN Post Trade Services Terms and Conditions (“Subscription”).

WARRANTY

I hereby represent and warrant on behalf of the undersigned entity (“Originating Broker”) that I have read and agree to be bound by the ASEAN Post Trade Services Terms and Conditions, as attached to this Subscription form. Furthermore, I hereby represent and warrant that I possess the requisite authority and legal capacity to execute this Subscription form for and on behalf of the Originating Broker, that all information provided herein is true and correct, and that the Originating Broker is not prohibited by law or regulation from subscribing to Bursa Depository for Post Trade Services. Having read, understood, and relied upon the provisions of the foregoing, I unconditionally and irrevocably accept such provisions on behalf of the undersigned Originating Broker.

ORIGINATING BROKER (if any): NAME, DESIGNATION AND SIGNATURE OF AUTHORIZED PERSON:

Date:

COMPLETE PRINCIPAL OFFICE ADDRESS:

TELEPHONE NO.: FAX NO.: COMPANY REGISTRATION NUMBER:

PRIMARY EMAIL: ALTERNATE EMAIL:

EFFECTIVE DATE OF SUBSCRIPTION:

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ASEAN Post Trade Services Terms and Conditions (“Terms and Conditions”)

1. Definitions

“ASEAN Exchange” means any stock exchange incorporated under the laws of an ASEAN Jurisdiction and which is connected to the ASEAN Link Gateway.

“ASEAN Jurisdictions” means the countries of Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam being member states of the Association of South East Asian Nations.

“ASEAN Link Gateway” means the infrastructure to facilitate the trading of securities listed on the ASEAN Exchanges.

“Clearing Participant” means a legal entity admitted as a Clearing Participant under the Rules of Bursa Malaysia Securities Clearing Sdn Bhd.

“Custody System” means a web based system provided by Bursa Depository through its service provider that allows the Originating Broker to have a real time view access on its foreign security holdings and to receive all other communications related to its foreign securities holdings.

“Effective Date” means the Effective Date of Subscription stated on the Subscription form.

“Executing Clearing House” means the clearing house in the ASEAN Jurisdiction where an Outbound Trade is to be cleared under this Subscription;

“Executing Depository” means the depository in the ASEAN Jurisdiction where an Outbound Trade is to be settled under this Subscription;

“Executing Exchange” means the ASEAN Exchange in the jurisdiction in which the Outbound Trade is executed.

“Operational Guide” means the guidelines and procedures issued by Bursa Depository in relation to Post Trade Services which may be amended from time to time.

“Originating Broker” means a legal entity admitted as a Participating Organisation.

“Outbound Trades” means trades to buy or sell securities listed on ASEAN Exchanges other than Bursa Malaysia Securities Berhad.

“Participating Organisation” means a legal entity admitted as a Participating Organisation under the Rules of Bursa Malaysia Securities Berhad.

“Post Trade Services” means the services offered by Bursa Depository to facilitate settlement of Outbound Trades and the provision of custodian services and other services as provided in Schedule 1.

“Rules” means the applicable laws in the relevant ASEAN Jurisdictions and the rules, regulations, terms, conditions and policies imposed by the relevant authorities, Executing Clearing Houses and Executing Depository/ies on which the Outbound Trades will be cleared and maintained including without limitation, those relating to/impacting Post Trade Services as well as the relevant laws of Malaysia and the rules, regulations, terms, conditions and policies imposed by the relevant

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authorities in Malaysia as well as the rules or requirements imposed by Bursa Malaysia and its subsidiaries, where applicable.

“Sponsoring Broker” means the broker registered or licenced as a trading participant in the jurisdiction in which the Outbound Trade is executed, and which acts on behalf of the Originating Broker in relation to the execution of the said Outbound Trade.

“Technical Guide” means the guidelines and procedures issued by Bursa Depository in relation to the technical requirements related to Post Trade Services which may be amended from time to time.

2.Applicability of and Compliance with these Terms and Conditions, the Operational Guide, and Technical Guide. The Originating Broker shall comply with the Terms and Conditions herein as well as the Operational Guide, Technical Guide and any other relevant directions issued by Bursa Depository in respect of the Post Trade Services pursuant to this Subscription.

3.Amendment of Terms and Conditions, the Operational Guide and Technical Guide. These Terms and Conditions, the Operational Guide, Technical Guide and any other relevant directions issued by Bursa Depository in respect of the Post Trade Services may be amended by Bursa Depository at any time, at its sole and exclusive discretion, provided that the Originating Broker shall be notified of such amendment prior to the intended effective date.

4. Collateral. An Originating Broker must where required by Bursa Depository, provide in the manner and to the party as may be specified by Bursa Depository, contributions to any fund that may be set up for the purpose of or in connection with settlement of Outbound Trades in the event of a payment or delivery default by the Originating Broker, and other collateral as may be required from the Originating Broker upon Subscription or from time to time during the Subscription period.

5. Originating Broker’s Obligations. The Originating Broker agrees:

(i) to execute and/or deliver such documents, open such accounts and perform such further acts, within the timeframes as Bursa Depository may require, in relation to this Subscription;

(ii) to execute a power of attorney in the form prescribed by Bursa Depository where necessary for a purpose incidental to the Subscription or to give effect to any right or power under the Subscription;

(iii) that it shall not use the Post Trade Services to perform any acts or transactions that violate or are adverse to, or to otherwise circumvent, any of the Rules; and

(iv) that it fully understands and shall comply with these Terms and Conditions, the Operational Guide, Technical Guide and other relevant directions issued by Bursa Depository in respect of the Post Trade Services and with any additions, amendments or revisions that Bursa Depository may hereinafter impose, for the duration of its participation in relation to Post Trade Services.

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Without in any way limiting the generality of the foregoing, the Originating Broker acknowledges that:

(i) it shall be responsible to its client (in respect of its client’s Outbound Trades) and Sponsoring Broker for all Outbound Trades;

(ii) it shall not be deemed a clearing participant of the Executing Clearing House and has no personality in the latter; and

(iii) it is responsible for conducting all required know your client (KYC) and client acceptance procedures in respect of its client.

6. Payments.

The Originating Broker shall make the payments (inclusive of value added tax or goods and services tax where applicable by law and/or regulation), in compliance with the fee structure set out in Schedule 2.

All payments to Bursa Depository shall be paid within the timeframe prescribed by Bursa Depository. Bursa Depository shall charge the Originating Broker late payment charges of 8% per annum on all sums outstanding.

For avoidance of doubt, all out of pocket expenses and any other expenses including but not limited to bank charges, stamp duty, notarisation fee, fees imposed at the Executing Depository, Executing Clearing House or Executing Exchange shall be borne by the Originating Broker.

7. Representations and Warranties by the Originating Broker. The Originating Broker represents and warrants to Bursa Depository that:

(i) it has and will continue to have full capacity and authority to enter into this Subscription and to carry out the transactions contemplated herein and has taken and will continue to take all action (including obtaining all necessary corporate approvals and governmental consents, where applicable) to authorise the execution, delivery and performance of the obligations under this Subscription;

(ii) it shall use such standard of care as may be expected of a prudent professional in the performance of its duties under this Subscription;

(iii) the terms of this Subscription do not constitute a breach of any obligation by which it is bound, whether arising from its constitutional documents, any contract or operation of law;

(iv) the obligations under this Subscription constitute its legal, valid and binding obligations and are enforceable against it;

(v) the terms of this Subscription shall prevail if there are conflicts in any other arrangements that the Originating Broker has entered into;

(vi) it shall notify Bursa Depository of any changes in details supplied to Bursa Depository at the time of Subscription or during the period of this Subscription;

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(vii) there are no restrictions imposed upon it by any regulatory authority to which it is subject or by any government authority, department or other government body, the courts or tribunals, or any competent authority which may affect its participation in Post Trade Services;

(viii) it is able to pay its debts when they fall due, it is not insolvent, nor has a receiver and/or manager been appointed over it or any part of its undertaking or assets, nor has it passed a resolution for winding-up or bankruptcy (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), nor has a petition or other action been filed in a court of competent jurisdiction for its winding-up, bankruptcy or judicial management, nor has it entered into any composition or arrangement with its creditors or ceased or threatened to cease to carry on business;

(ix) no distress, execution or other process has been levied or enforced or served upon or against any property or assets of the Originating Broker and is still outstanding at the time of this Subscription; and

(x) it shall notify Bursa Depository forthwith of any defaults in its obligations under this Subscription or of any breaches of any of the representations and warranties contained in this clause or of any other changes in its circumstances which may affect or is material to its participation in the Post Trade Services.

The above representations and warranties are deemed continuing representations and warranties by the Originating Broker so long as this Subscription subsists.

8. Instructions.

Transactions not requiring instructions: In the absence of contrary instructions and so long as Bursa Depository is prepared to do so, Bursa Depository and/or its service provider or agent is authorised by the Originating Broker to carry out administrative acts and transactions at Bursa Depository’s discretion or, if applicable, in accordance with agreed procedures relating to the Outbound Trade without requiring further instructions from the Originating Broker. This includes but is not limited to:

(i) completing and signing any affidavits, certificates of ownership or other certificates relating to the Outbound Trade in connection with Bursa Depository’s duties under this Subscription which may be required by the tax or any other regulatory authority; and

(ii) to making cash disbursements or payments for any fees, taxes, duties, levies, expenses and/or any payments incurred in connection with Bursa Depository’s duties under this Subscription.

Transactions requiring instructions: Where the Originating Broker elects to clear its Outbound Trade by utilising Post Trade Services, it must provide its instructions relating to the clearing of the Outbound Trade through Bursa Depository in the mode and manner as required by Bursa Depository. Bursa Depository is authorised to act on any written instructions given by the Originating Broker in the mode prescribed by Bursa Depository. Bursa Depository may act and rely in the performance of its services/obligations pursuant to this Subscription, and without any liability on its part, upon any instructions or documents given by the Originating Broker believed by Bursa Depository in good faith to be given by the Originating Broker or to be genuine. Bursa Depository shall have no responsibility for any losses or liabilities whatsoever should such instructions or documents turn out to be unauthorised, erroneous or fraudulent.

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Any instructions shall continue in full force and effect until cancelled or superseded in the manner prescribed by Bursa Depository.

Notwithstanding the above, if any instructions are conflicting, unauthorised or ambiguous, Bursa Depository may refrain from executing such instructions until such conflict, authority or ambiguity has been resolved.

The Originating Broker acknowledges that Bursa Depository shall not be liable to execute instructions to clear Outbound Trades that are not matched in the system of the Executing Clearing House.

Bursa Depository may refuse to execute any instruction, without liability, in the following circumstances:(i) if in Bursa Depository’s opinion, it is contrary to any applicable law, regulation, rule or other

regulatory requirement (including those arising from any governmental authority, self-regulatory organisation, stock exchange or clearing house) or where there are any issues with the securities itself;

(ii) if the obligations arising from the execution of such instructions are not adequately covered by the relevant cash or securities within the timelines prescribed by Bursa Depository; or

(iii) if there are reasonable grounds for believing that the instruction is unauthorised or fraudulent.

The Originating Broker acknowledges and agrees that there are inherent risks associated with electronic communications. In the event that the mode of instruction used at the time is unavailable or becomes unsuitable for any reason, an alternative mode of sending instructions may be provided by Bursa Depository.

9. Rules and regulations.

The Originating Broker has been satisfactorily apprised of, and fully understands the Rules, and agrees to abide by and/or perform the obligations or requirements in the Rules as amended from time to time in so far as the same applies to the Originating Broker.

Bursa Depository does not have, in respect of the Outbound Trades, any duty to monitor the compliance by the Originating Broker, its agents or clients with any of the Rules.

Bursa Depository does not assume any of the regulatory duties of the Originating Broker and is in no way liable for their due fulfilment by the Originating Broker. Bursa Depository provides no legal, tax or accounting advice in respect of the Post Trade Services provided and provides no advice regarding the suitability or profitability of any transaction associated with the Post Trade Service provided.

For the avoidance of doubt, nothing in these Terms and Conditions shall be construed to prejudice or limit in any manner Bursa Depository’s powers, rights and/or remedies under the law or affect or reduce in any manner the Originating Broker’s obligations under the Rules, where applicable.

10. Taxes. Any taxes, levies and/or charges which may be imposed for transactions carried out pursuant to this Subscription shall be for the account of the Originating Broker.

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In addition and without derogation from the other indemnities contained in this Subscription, the Originating Broker further agrees to indemnify Bursa Depository and hold it harmless against the consequences of failure to pay all such taxes, levies or charges including any fines or penalties imposed against Bursa Depository or loss or costs suffered by Bursa Depository as a result of the Originating Broker’s failure to pay such taxes, levies and/or charges.

Bursa Depository reserves the right to, where applicable, withhold and pay a portion of the monies due to the Originating Broker or under the Subscription, in compliance with the requirements of the Inland Revenue Board or other government authority or any other relevant authority (whether or not in Malaysia).

11. Liability.

The Originating Broker shall be responsible for any loss, damage, costs, expense, action, claim, proceeding or liability (collectively “Losses”) suffered by Bursa Depository as a result of or in connection with Bursa Depository performing its duties under this Subscription and the provision by Bursa Depository of the Post Trade Services under this Subscription, except to the extent that such Losses are as a direct result of Bursa Depository’s gross negligence or wilful default. In the event that Bursa Depository is held to be liable at law for any Losses notwithstanding the foregoing provisions, such liability shall not exceed in the aggregate for all claims under and relating to this Subscription and Post Trade Services, the total amount of fees that the Originating Broker has paid to Bursa Depository in the year that the liability arose, for the use of Post Trade Services.

The Originating Broker agrees and acknowledges that some of the Post Trade Services are provided, operated and managed by a third party service provider and not Bursa Depository. Bursa Depository and its related and holding companies and affiliates, and the directors, officers, employees and authorized agents of Bursa Depository, its related and holding companies and affiliates (collectively, the “Related Parties” or individually “Related Party”) make no representations or warranties, either express or implied, including but not limited to any implied warranty of merchantability or satisfactory quality, or fitness for a particular purpose, or compliance with any description, or any implied warranty arising from the course of performance, course of dealing, usage of trade or otherwise, with respect to any part of the Post Trade Services, software, hardware or services. In particular, Bursa Depository does not warrant that the Post Trade Services will be uninterrupted or error free. Neither Bursa Depository nor any Related Party shall have any obligation or be liable for any error, omission, defect, deficiency or nonconformity thereof.

Under no circumstance shall Bursa Depository or its Related Parties be liable for:(i) any Losses incurred by the Originating Broker or any third party whatsoever and howsoever

arising, in relation to the Post Trade Services and/or this Subscription;(ii) any Losses arising as a result of Rules of the ASEAN Jurisdiction in which the Outbound

Trade is executed;(iii) any special, indirect, consequential or punitive Losses or any economic loss or loss of profit

or loss of business incurred by the Originating Broker;(iv) any Losses arising from or in connection with circumstances outside Bursa Depository’s or

Related Parties’ control or knowledge, including any unforeseeable acts or omissions or error on the part of Bursa Depository or its Related Parties;

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(v) any Losses resulting from the failure, suspension, non-availability, impairment, cessation, shut-down, delay or malfunction of the software, hardware or connectivity of components in relation to the Post Trade Services, howsoever caused;

(vi) any loss of data whatsoever; (vii) the consequences of any acts, error or omissions of third parties, including the vendors,

agents and service providers providing services or deliverables in relation to Post Trade Services, and other third party service providers;

(viii) the consequences of any acts or omissions of, or use or misuse of the Post Trade Services by the Originating Broker; and

(ix) the consequences of non compliance with these Terms and Conditions, the Operational Guide and Technical Guide and any other relevant directions provided/issued by Bursa Depository,

even if Bursa Depository has been advised of the possibility of such Losses or consequences.

12. Indemnity. The Originating Broker shall indemnify and hold Bursa Depository and its Related Parties free and harmless from any and all Losses that Bursa Depository and its Related Parties may suffer as a result of or in connection with the provision by Bursa Depository of the Post Trade Services including without limitation Losses arising from the Originating Broker’s breach of its obligations and responsibilities under this Subscription or the Rules or from the Originating Broker’s use or misuse of the Post Trade Services except to the extent that the Losses are as a direct result of Bursa Depository’s gross negligence or wilful default.

13. Lien, Set-Off & Right to Sell

Lien. Where Bursa Depository incurs obligations in respect of particular securities which have been purchased in relation to an Outbound Trade, Bursa Depository shall have a specific lien over those securities until the Originating Broker discharges those obligations. Without limiting the foregoing, Bursa Depository shall have a general lien over all property held or controlled by Bursa Depository or its agents for the Originating Broker in connection with this Subscription, until the satisfaction of all liabilities and obligations of the Originating Broker owed to Bursa Depository under this Subscription.

In the event of:

(i) the Originating Broker failing to satisfy its liabilities or obligations when due or on demand pursuant to the terms of this Subscription;

(ii) the breach of the terms of this Subscription;

(iii) failure by the Originating Broker or any third party (including any clients of the Originating Broker) to comply with its duties and obligations in respect of any of the Outbound Trades including obligations arising under this Subscription or under the Rules;

then without prejudice to any other rights or remedies which Bursa Depository would otherwise have, Bursa Depository shall be entitled at any time thereafter (without notice to the Originating Broker) to transfer, retain, apply, sell or otherwise dispose or cause to be sold or otherwise dispose of all or any of the securities held under lien pursuant to this Subscription and to apply the net proceeds thereof towards the discharge of the liabilities or obligations at such time or times and in such manner and

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generally on such terms as Bursa Depository may in its absolute discretion think fit for which purpose Bursa Depository may convert any monies or proceeds of sale into any currency at such rate of exchange as it may in its absolute discretion think fit.

Set-off. Bursa Depository may set-off any sums of money, amounts or debt due from the Originating Broker under the Subscription against any amounts of money due to Originating Broker regardless of the place of payment, or currency of either obligations. If the obligations are in different currencies, Bursa Depository may convert either obligation at such rate of exchange as it may in its absolute discretion think fit for the purpose of set-off.

Bursa Depository is entitled to combine and consolidate all the Originating Broker’s accounts with Bursa Depository or Bursa Malaysia Berhad and its related companies, and to set-off any amounts standing to the credit of such account against any amounts, debts or liabilities due from the Originating Broker under this Subscription or otherwise.

The exercise by Bursa Depository of its rights under this clause shall be without prejudice to any other rights or remedies available to Bursa Depository under this Subscription or otherwise, howsoever arising, at law or in equity.

14. Agents . Bursa Depository is authorised to use agents (including overseas processing agents) in connection with the performance of the services/duties of Bursa Depository under this Subscription. In addition Bursa Depository may delegate or outsource to any member of its Group of Companies or to a third party service provider the Post Trade Services, or any part thereof, or any services under this Subscription from time to time.

15. Confidentiality. The Originating Broker shall keep any and all information, in any form, that is marked confidential or where not so marked, which is by its nature confidential or not generally available to the public or which the Originating Broker knows or ought to know is confidential (collectively “Confidential Information”) strictly confidential. The Originating Broker shall not use any Confidential Information for any purpose except to perform its obligations under this Subscription.

The Originating Broker further consents to Bursa Depository disclosing its information confidential or otherwise to its service provider or to any other party/ies for the purposes of the performance of the obligations or requirements under this Subscription.

The obligation of confidence in this clause does not apply to Confidential Information that is:

(i) required to be disclosed by applicable law, provided that the disclosing party discloses the minimum amount of Confidential Information required to satisfy the law and, before disclosing any information, the disclosing party provides a reasonable amount of notice to the owner of the Confidential Information;

(ii) in the public domain otherwise than as a result of a breach of this Subscription or another obligation of confidence; or

(iii) already known by the recipient independently of its involvement in the Post Trade Services or interaction with the other party and free of any obligation of confidence.

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16. Provision of Information. The Originating Broker shall promptly and freely share with Bursa Depository and its related and holding companies any information that Bursa Depository and its related and holding companies may request, including, where permitted by law, information on the instructing party, the end client, the beneficial owner of securities, and the Sponsoring Broker. The Originating Broker authorizes Bursa Depository to utilize, disclose and process the said information for any lawful and valid purpose, to perform Post Trade Services and related duties and services, and to respond to any request of an Executing Exchange, Executing Clearing House or Executing Depository or any other regulator to whom Bursa Depository or its agents may be subject (“Relevant Regulator”). The Originating Broker shall be responsible for obtaining all necessary consents from the instructing party, end client, beneficial owner of securities and Sponsoring Broker for such use, disclosure and processing by Bursa Depository of the above information.

17. Suspension of the Subscription for cause. Without prejudice to Bursa Depository’s powers, rights and remedies under law or under this Subscription, which for the avoidance of doubt, may be exercised by Bursa Depository in addition to the rights under this clause, Bursa Depository may by written notice immediately suspend the Originating Broker’s utilisation of Post Trade Services in any of the following situations:

(i) A failure by the Originating Broker to comply with any provision in these Terms and Conditions, the Operational Guide and the Technical Guide.

(ii) The Originating Broker commits a breach of any of the representations or warranties set out in Clause 7;

(iii) The Originating Broker has failed to pay the required fees within the prescribed period, without prejudice to any penalties, fees or other remedies that Bursa Depository may be entitled to under law, contract or equity;

(iv) The Originating Broker:(a) has incurred; or(b) has committed any breach of law, rule or regulation including where the same results inthe suspension of the Originating Broker as a Participating Organisation, or the suspension of the Originating Broker as a Clearing Participant or revocation or suspension of its trading or clearing privileges;

(v) The Originating Broker has failed to pay when due any sum due and payable (including sums due and payable by the Originating Broker to meet any payment obligations which has resulted in an event of default under Chapter 4 of the Rules of Bursa Malaysia Securities Clearing Sdn Bhd) or is otherwise in default under the terms of any loans or other agreement relating to the Originating Broker’s indebtedness, or threatens or proposes to suspend, stop, defer or reschedule payment or to default under the terms of such loan or agreement.

(vi) there are changes in its circumstances which may affect or is material to the Originating Broker’s participation in Post Trade Services.

18. Termination of the Subscription for cause.

This Subscription may be terminated by either party (“Claiming Party”), if the other Party (“Breaching Party”) breaches any provision hereof, provided that such termination may only take place if (i) the Claiming Party has given the Breaching Party written notice specifying the respects in which the

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Claiming Party claims this Subscription has been breached and making express reference to this clause; and (ii) the Breaching Party fails to remedy such breach within fourteen (14) days after receiving such notice.

Without prejudice to Bursa Depository’s powers, rights and remedies under law or under this Subscription, which for the avoidance of doubt, may be exercised by Bursa Depository in addition to the rights under this clause, Bursa Depository may by written notice immediately terminate the Originating Broker’s utilisation of Post Trade Services in any of the following situations:

(i) Upon the occurrence of any of the situations set out in the Clause 17 immediately above this;(ii) The Originating Broker’s licence to deal in securities in any jurisdiction is revoked; (iii) The Originating Broker ceases to be a Participating Organisation for any reason whatsoever;(iv) Any other cause or situation recognized under existing laws, rules and regulations that prevents,

prohibits or makes it unlawful for the Originating Broker to transact as a Participating Organisation, exercise its trading privileges, or to otherwise participate as an Originating Broker in relation to the Post Trade Services; and/or

(v) If applicable, the agreement between Bursa Depository and Bursa Depository’s service provider in relation to Post Trade services is terminated and no suitable service provider is available as replacement.

19. Termination for convenience. Either party may at any time terminate this Subscription, provided it notifies the other party in writing at least thirty (30) days prior to the intended date of termination.

20. Consequences of Termination . In the event of the termination of this Subscription for any reason, the Originating Broker shall within seven (7) days after termination of this Subscription, at its own cost and expense:

(i) At Bursa Depository’s option, return or destroy all materials, data, documents and other media, and all copies thereof, containing Confidential Information;

(ii) Expunge and securely delete any data containing Confidential Information from all information systems and storage media of the Originating Broker except such Confidential Information required for archival purposes;

(iii) Confirm in writing to Bursa Depository that it has complied with the provisions of this clause; and(iv) Permit the staff or agents of Bursa Depository to access any premises and systems containing

Confidential Information wherever located and inspect such premises and systems in order to verify the Originating Broker’s compliance with the provisions of this clause, and the Originating Broker shall assist and facilitate such inspection and verification.

If at any time after the Originating Broker receives the notice of termination or suspension from Bursa Depository or gives Bursa Depository a notice of termination, and an instruction is issued by the Originating Broker, Bursa Depository shall have the absolute discretion to decline to accept such instruction or decline to give effect to such transaction as Bursa Depository considers appropriate.

Upon termination of this Subscription, Bursa Depository may carry out the following:(i) Settlement instructions yet to be fulfilled may be cancelled; and(ii) Where amounts are due and owing from the Originating Broker, and are not received within the

timeline/s prescribed by Bursa Depository, Clause 13 applies.

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The termination of this Subscription shall be without prejudice to the rights of Bursa Depository to enforce or sue upon any obligation owed to it, including any debts or payments owing to it, which arises out of any matter which has taken place prior to the effective date of such termination and shall not effect rights existing on the date of termination nor any clause that is intended to survive such termination (including provision for indemnity). The Originating Broker shall perform all necessary tasks and execute all documents to transfer all securities, cash and other records and documents in accordance with Bursa Depository’s instructions.

21. Cessation, Suspension or Modifications of Post Trade Services . If in the opinion of Bursa Depository, any of its operations, services or facilities related to Post Trade Services is or is likely to be impeded or prevented by any law, the Rules, event or circumstances, or where the law or Rules requires the same, Bursa Depository may suspend, cease, or modify the whole or any part of such operations, services or facilities related to Post Trade Services provided to the Originating Broker under this Subscription. In addition, or as an alternative to suspension, cessation or modification Bursa Depository may take such other action as it deems necessary or appropriate in the circumstances.

Bursa Depository shall notify the Originating Broker as soon as practicable upon a decision to suspend, cease or modify any operation, service or facility and may also provide information as to any other action it proposes to take.

22. Rectification of Errors and Omissions . Without prejudice to any other rights and remedies available to Bursa Depository at law or under this Subscription, Bursa Depository reserves the right to rectify any error or omissions made in relation to or in connection with the provision of Post Trade Services and this includes requiring the return of erroneously credited securities or cash. Where it is not possible or practical to return the securities, the Originating Broker shall replace or pay the value of the securities which will be ascertained at market value, or return or pay any funds payable by the Originating Broker as may be specified by Bursa Depository.

23. Term . This Subscription will become effective upon the Effective Date and will continue in effect until and unless terminated pursuant to the terms herein.

24. No Refund . In the event of termination of this Subscription for any reason, the Originating Broker shall not be entitled to a refund of any fees or charges it may have paid to Bursa Depository under this Subscription or in relation to Post Trade Services.

25. No Waiver . Knowledge or acquiescence by Bursa Depository of, or any failure to enforce in relation to any breach on the part of the Originating Broker of any of the terms herein shall not operate as or be deemed to be a waiver of any such terms or any rights or remedies arising from such breach. Bursa Depository shall at all times be entitled to exercise all its rights and remedies under the terms herein and to require strict performance by the Originating Broker of the terms of this Subscription. No waiver of any rights under this Subscription by Bursa Depository shall be effective unless made in writing and signed by Bursa Depository.

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26. Assignment. This Subscription shall not be assignable, in whole or in part, by the Originating Broker unless prior written consent of Bursa Depository has been obtained, and any purported assignment without such consent shall be void and without effect. This Subscription shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

27. Severability. If any provision herein is agreed by the parties to be illegal, void or unenforceable under any law that is applicable hereto or if any court of competent jurisdiction in a final decision so determines, this Subscription and its terms and conditions shall continue in force save that such provision shall be deemed to be excised herefrom with effect from the date of such agreement or decision or such earlier date as the parties may agree.

28. Notices . Any notice including, but not limited to, any request, demand, consent or approval, to or by a party to this Subscription:

(a) must be in legible writing and in English addressed as shown below:

(1) if to the Originating Broker, to the authorised representative stated in the Subscription Form, using the contact details provided in the Subscription form.

(2) if to Bursa:

Address: 2nd Floor, Exchange Square, Bukit Kewangan, 50200, Kuala Lumpur

Attention: Head, DepositoryFacsimile: 03-20263712

or such other address or facsimile transmission number as either party may give notice of to the other; and

(b) is regarded as being given by the sender and received by the addressee:

(i) if delivered in person, when delivered to the addressee;

(ii) if by post, on the second (2nd) Business Day following the date of postage; or

(iii) if by facsimile transmission when transmitted to the addressee,

but if the delivery or receipt is on a day which is not a Business Day or is after 5.30 p.m (addressee’s time) it is regarded as received at 9.30 a.m on the following Business Day.

“Business Day” here means a day where Bursa Depository is opened for business.

(c) Notwithstanding the above, Bursa Depository may issue notices with regard to operational matters via e-mail or other modes of communication.

29. Personal Data Protection . Where necessary, the Originating Broker shall obtain from its employees, agents, or contractors or clients the necessary consents or to provide the necessary notifications

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required under the Personal Data Protection Act 2010, to enable Bursa Depository to use any personal data provided to it.

30. Rights of Third Parties. A person or entity who is not a party to this Subscription shall have no right under this Subscription or any other applicable law to enforce any term of this Subscription, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee of this Subscription.

31. Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which shall include any circumstances beyond the reasonable control of the affected party.

32. Dispute Resolution. In the case of a dispute, controversy or claim arising out of or relating to this Subscription, including the breach, termination or invalidity thereof, or any subject matter pertaining to this Subscription (“Dispute”):

(i) A Party claiming that a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute and setting out the particulars of the matter in Dispute (“Dispute Notice”).

(ii) On receipt of the Dispute Notice by the other party, the parties must first endeavour in good faith and recognising their mutual obligations to resolve the Dispute expeditiously through the process of mutual consultation between the authorised representatives of each party.

(iii) If the parties are still unable to resolve the Dispute within seven (7) Business Days of the issuance of the Dispute Notice or such further period as may be agreed by the parties in writing, either party may refer the Dispute by written notice to the other party for discussion between the Chief Executive Officers or their equivalent of each party (“Further Dispute Notice”).

(iv) On a receipt of the Further Dispute Notice by the other Party, the Chief Executive Officers or their equivalent of each Party will promptly meet and discuss in good faith to resolve the Dispute.

(v) The parties agree that any information and/or documentation disclosed by a party during the process of mutual consultation in accordance with this clause will not be used as evidence in any arbitration or legal proceedings if it is marked “Without Prejudice” by the disclosing party.

(vi) If the parties fail to resolve the Dispute in accordance with sub-clause (iv) above, within seven (7) Business Days of the issuance of the Further Dispute Notice, either party may serve a notice of arbitration (“Arbitration Notice”) on the other party. The Arbitration Notice will specify the nature of the Dispute, the points in issue and the party’s intention to refer the Dispute to arbitration.

(vii) Disputes that are referred to arbitration will be settled in accordance with the Arbitration Rules of the Kuala Lumpur Regional Centre for Arbitration (“KLRCA Rules”) for the time being in force. The arbitration will be conducted in the English Language in Kuala Lumpur. The seat of

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arbitration shall be Kuala Lumpur. All disputes shall be referred to a single arbitrator, if the parties can agree on one (1), but otherwise to two (2) arbitrators, one to be appointed by each party with the third arbitrator/umpire to act as presiding arbitrator to be:

(a) appointed by the two (2) arbitrators if an agreement can be reached; or

(b) Where the first two arbitrators cannot agree on the choice of the presiding arbitrator, appointed by the Advisory Committee.

(viii) The arbitrators’ determination is final and binding on the parties.

(ix) This clause will not preclude the making of any application to any court of competent jurisdiction for any claim for specific performance or injunctive relief.

33. Governing Law and Venue. The terms of this Subscription shall be governed by and construed in accordance with the laws of Malaysia and the parties subject to clause 32 (Dispute Resolution) above, hereby irrevocably submit to the exclusive jurisdiction of the courts in Malaysia.

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SCHEDULE 1

Post Trade Services

Post Trade Services provided include the following, details of which are in the Operational Guide and the Technical Guide:

1. Safe keeping: Record keeping and reconciliation of the Originating Broker’s shareholdings of companies listed on the ASEAN Exchanges.

2. Corporate Actions: Collect and provide corporate action announcements in relation to the securities of companies listed on the ASEAN Exchanges,that are held on behalf of the Originating Broker. Administer voluntary and involuntary corporate actions in relation to securities held under custody.

3. Settlement Processing: Arrange for settlement of any purchase and sale transaction by facilitating deliveries in/out and cash proceeds in the required currency based on the securities trade settlement instructions received from Originating Broker.

4. Proxy Voting: Provide information on Annual General Meetings in relation to securities held in custody. Facilitate in collecting the relevant instructions from the Originating Broker and voting according to these instructions.

5. Reporting: Provide reports covering the shareholdings held in custody, corporate action announcements, corporate event entitlement and settlement reports based on the settlement instructions received from the Originating Broker.

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SCHEDULE 2Fees

Type of Fees

Fee

Member (On ASEAN Trading Link) Non Member (Not on ASEAN Trading Link)

1. Custody Fee 0.25bps per annum based on month end holding as at the close of market on the last day of the month (market value)

0.25bps per annum based on month end holding as at the close of market on the last day of the month (market value)

2. Transaction Fee USD 1 per transaction USD 1 per transaction

3. Net Settlement Obligation Fee RM10 RM10

4. Corporation Action Fee

i. Dividend Payment/Cash distribution

ii. Rights Issue/General Offer

iii. Proxy Voting/ Bonus Issue

RM4.50 per account/investor

RM27 per instruction

Free

RM5 per account/ investor

RM30 per instruction

Free

1) Fees will be invoiced on a monthly basis. The Originating Broker shall pay invoices within thirty (30) days from the date of receipt of the invoice provided the invoice is not disputed.

2) Originating Broker shall remit their payments and notify Bursa Depository of the same, as prescribed in the Operational Guide.

3) If there is a dispute on an invoice, or any part thereof, the Originating Broker may withhold payment of the amount in dispute until the dispute is resolved.

4) Bursa Depository will provide access to information from the Custody System to Originating Broker at no charge. Each Originating Broker will be provided three (3) sets of smartcards and token. Any additional set of smartcard and token will be charged at USD150 per set.

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