Webull Securities Limited 微牛證券有限公司 (CE No. BNG700)
(Licensed Corporation by the Securities and Futures Commission)
Suites 2509-12, 25/F, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong
effective from 03 Dec 2022
PART I – INTRODUCTION AND DEFINITIONS
This Client Agreement, together with the related Account Opening Form and other related application form, contain important terms and conditions that apply to and constitute this Client Agreement on all Accounts that you currently or in the future will open and maintain with Webull Securities Limited (“Webull”) of Unit 1806, 18/F, FWD Financial Centre, 308-320 Des Voeux Road Central, Sheung Wan, Hong Kong.
Please read this Client Agreement carefully and retain for your future reference. You should consult your own legal, tax and financial or other professional advisers prior to entering into this Client Agreement if you are in any doubt or have any questions about how to complete any part of this Client Agreement. You are fully aware that this Client Agreement constitutes a legally binding agreement.
Webull is duly licensed by the Securities and Futures Commission for Type 1 regulated activity of dealing in securities (CE No.: BNG700) and is an Exchange Participant and China Connect Exchange Participant of the Stock Exchange of Hong Kong Limited, meanwhile a Direct Clearing Participant and China Connect Clearing Participant of Hong Kong Securities Clearing Company Limited.
Save as otherwise specifically set out in other sections in this Client Agreement or other documents forming part of this Client Agreement, words and phrases in this Client Agreement shall be read and construed in accordance with the definitions set out below:
means the shares of Mainland China-incorporated companies which are accepted for listing and admitted to trading on the stock exchanges of Mainland China from time to time;
means such password(s), and/or form(s) of personal identification (in numeric, alpha numeric or other format, usually known as login name) prescribed by Webull from time to time, whether use alone or in conjunction with each other, for gaining access to the Electronic Trading Services.
“Account Opening Form”
means the form(s) which is required to be completed by you and contains information provided by you to us and returned to us you apply for the purpose of Account(s) opening.
means any account (including without limitation Cash Account, Margin Account and any sub accounts thereof) from time to time opened in your name and maintained with us for the Services. An Account should be denominated in Hong Kong dollars or such other currencies as we may agree from time to time with you.
means with respect of any specific person or entity, any other person or entity, directly or indirectly, controlling or controlled by or under direct or indirect common control with that specified person or entity.
“Applicable Laws and Regulations”
means any statute, law, regulation or order, or any rule, direction, guideline, policy, requirement, code of conduct, notice or restriction (whether or not having the force of law) issued by any regulatory authority, government agency, Exchange or professional body applicable from time to time, or market practices or customs, whether in Hong Kong or other applicable jurisdictions.
means a person duly appointed by you in the Mandate and, in respect of such persons, we have not received any written notice of revocation or termination of such person’s appointment, powers or authority from you.
means a day (other than Saturday, Sunday or a public holiday) on which we are open for business in Hong Kong.
means any cash securities account, as indicated as such in the Account Opening Form, opened by you with Webull for trading of securities without Margin Facility
means the charge over the Collateral in favor of Webull to secure repayment of Secured Obligations in accordance with Clause 3.1 in Part III Schedule A - Additional Terms for Margin Account.
“China Connect Market Operator”
means the Shanghai Stock Exchange and/or the Shenzhen Stock Exchange.
“China Connect Market”
means Stock market in Shanghai and/or the Stock Market in Shenzhen.
“China Connect Securities”
means any securities listed on China Connect Market which are from time to time accepted as eligible stocks or trading by Hong Kong and overseas investors under China Connect trading system. Unless the context requires otherwise, “China Connect Securities” includes “Special China Connect Securities”.
“China Connect Service”
means the order routing service through which Northbound orders placed by an Exchange Participant may be transmitted by an SEHK Subsidiary to the corresponding China Connect Market for the buying and selling of China Connect Securities and any related supporting services.
means China Securities Depository and Clearing Corporation Limited.
means ChiNext Market which is one of the stock market operated by Shenzhen Stock Exchange (other than the Main Board).
“Circuit Breaker Provisions”
means the relevant provisions in the Operator Rules under which Circuit Breaker may be imposed for the purpose of, among others, minimizing or averting substantial upward or downward price movements of securities traded on the relevant China Connect Market including all related provisions on the application and lifting of the Circuit Breaker.
means any measures that may be imposed or activated by a China Connect Market Operator on the relevant China Connect Market in accordance with the Circuit Breaker Provisions.
means Hong Kong Securities Clearing Company Limited (“HKSCC”) in relation to SEHK and in relation to any other Exchange, the clearing house providing services similar to those of HKSCC to such Exchange.
Means this Client Agreement (including all Parts, Schedules and Appendices hereunder), the Risk Disclosure Statements, the Account Opening Form, any addendum, any relevant confirmation, and/or any other agreement or document entered into between us for Services and /or Transactions, each as may from time to time be amended or supplemented.
“Code of Conduct”
means Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission issued by SFC and as amended from time Securities and Futures Commission issued by SFC and as amended from time to time to time.
means, as security or credit support for entering into any Transaction or for any of your obligations under this Client Agreement, collectively, (i)all monies and properties (including Securities Collateral) provided by or through you which are now or hereafter held or controlled by or through us or which are in transit to or from or allocated to or are otherwise in our custody or which are carried in any Account, and (ii)all proceeds or distributions of the same.
means the China Securities Regulatory Commission of Mainland China.
Means Webull or Affiliate(s) general policy in relation to the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any subsidiary legislation made thereunder as amended, consolidated or substituted from time to time and the current version of the policy is set out in Part V of this Client Agreement.
means in respect of any Account, the status of such Account having recorded no trading activities and no position for a continuous period of six (6) months or such other time period as we may notify you from time to time in writing.
Means any electronic or telecommunications media, including but not limited to the internet, interactive television systems, telephone, wireless application protocol or any other electronic or telecommunications devices or systems as Webull may from time to time determine and prescribe, through which you give instructions relating to the Transactions.
“Electronic Trading Services”
Means any facility and service (including without limitation those relating to dealing services, information services, email and the software comprised in any of the forgoing) provided or to be provided by Webull or Webull’s contractor or agent or service provider from time to time under this Client Agreement which enables you to give instructions relating to any Transaction in the Account(s) or to obtain quotation on prices of securities or other information through any Electronic Media.
means any association, market or exchange with fixed rules and regulations through which you instruct us to transact, without limitation, Securities on your behalf and includes HKEx.
means The Hong Kong Special Administrative Region of The People’s Republic of China.
means the occurrence of any of the following events in a person, whereby that person (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding related to its voluntary winding up, liquidation, bankruptcy, insolvency, administration or receivership; (c) is the subject of any proceedings related to the appointment of an administrator, receiver, administrative receiver, trustee, liquidator or any similar or analogous officer; (d) makes an assignment for the benefit of all or substantially all of its creditors; (e) calls a meeting of its creditors or otherwise makes or proposes to enter into an agreement or arrangement with its creditors for the composition, extension, or readjustment of its debts or obligations; (f) a filing is made, petition is presented or resolution passed or proposed for any of the foregoing; (g) becomes or its parent company becomes unable to pay its debts as they fall due; or (h) is subject to an analogous event in any jurisdiction.
“Institutional Professional Investor”
means a “professional investor” within the meaning of paragraph (a), (b), (c), (d), (e), (f), (g), (h) or (i) of the definition of “professional investor” in section 1 of Part 1 of Schedule 1 to Securities and Futures Ordinance (C ap 571).
means any instruction given by you in such form and delivered or transmitted to us by such means as we may prescribe from time to time, including, but not limited to, instructions given by telephone, in writing, via the Internet (whether by email or web services), by facsimile, or in person, in each case subject to the applicable minimum and/or maximum amounts as we may prescribe from time to time in respect of any particular type of instruction, for the utilization of the Services.
means all or any of Securities and any other investment products that may be offered by us to you from time to time.
“Investor Compensation Fund”
means the Compensation Fund established pursuant to the SFO.
means all mandates between you and us, including, without limitation, the mandate set out in the Account Opening Form or under any power of attorney or letter, documents or instrument to give instructions with respect to the operation of any Account and dealing in Transactions , and in such form as may be acceptable to us, which has been validly executed by you and received by us.
means any margin account, as indicated as such in the Account Opening Form, opened by you with Webull for trading of securities with Margin Facility granted by Webull.
means the credit facility provided by Webull to you to facilitate the acquisition of securities and the continued holding of those securities under the Margin Account and for other related purposes.
means the amount, whether cash or non-cash collateral as may from time to time be demanded by Webull from you by way of margin in relation to any amount drawn under Margin Facility for the purpose of protecting Webull against any loss or risk of loss on present, future or contemplated obligations under Margin Facility of you, and “margin requirements” means the requirements set by Webull in respect of the collection and specifications of the Margin.
denotes the trading of China Connect Securities by Hong Kong and international investors through China Connect.
“Risk Disclosure Statement”
means the risk disclosure statement provided by Webull to you before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV.
means all money, obligations or liability in any currency (together with the accrued interest) falling due, owing or incurred by you to Webull under the Margin Account or to Affiliates under any other account now and in the future, whether actually or contingently, whether solely or jointly with others.
“Securities” or “securities”
means includes (a) items under the definition of securities in Schedule 1 of the SFO; (b) all investment products listed or traded on Exchanges; and (c) any investment products prescribed by Webull as such.
means The Stock Exchange of Hong Kong Limited.
means the services (including without limitation: information services), products (including without limitation: securities) and credit facilities, of any type or nature, offered by us to you from time to time.
means in relation to Hong Kong, The Securities and Futures Commission constituted under the SFO, in relation to any other regions, other statutory bodies performing similar functions as The Securities and Futures Commission and have jurisdiction over the relevant Exchanges.
means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any subsidiary legislation made thereunder amended, consolidated or substituted from time to time.
Means the transactions carried out for and on behalf of you in connection with this Client Agreement, including without limitation: the purchase, sale, exchange, disposal and general dealing (including but not limited to deposit and withdrawal) in securities, the disposition of funds and the drawing and repayment under the Margin Facility on behalf of you in connection with this Client Agreement.
means the United States of America
“We”, “us” or “our” or “Webull”
Means Webull Securities Limited and/or Affiliate.
“You” and “Your”
means the person(s) (including any corporation, sole proprietor, or each partner of a partnership) who enter(s) into this Client Agreement and who utilize(s) any particular Account(s) and such person’s successors in title and(if appropriate) personal representative and (as the context requires) shall include each Authorized Person
In this Client Agreement:
words importing the singular shall, where the context permits, include the plural and vice versa;
words importing gender or neuter includes both gender and neuter;
The expression “person” shall include any firm, partnership, association of persons and body corporate and any such persons acting jointly and the personal representatives or successors in title of any such person;
References to “writing” shall include telex, cable and facsimile transmission and texts transmitted through Electronic Media;
Heading are for convenience only;
Any reference to Clauses or Schedules in the General Terms and Conditions or in the Additional Terms is a reference to the clauses of or the schedules to the General Terms and Conditions or the Additional Terms respectively, unless otherwise stated;
References to any statutes, ordinances, rules or regulations shall include such statutes, ordinances, rules or regulations as modified or re-enacted from time to time; and
Terms and expressions not defined in this Client Agreement shall bear the meaning ascribed to them in the Rules of HKFE, SFO, Code of Conducts, Trading Rules of SEHK unless otherwise defined in this Client Agreement.
PART II – GENERAL TERMS AND CONDITIONS
This Client Agreement sets out the conditions based on which we, from time to time, agree to open and maintain one or more Account(s) in your name, for recording all of your purchase, application, subscription, redemption, sale, switching of, provision of custody for, or transfer or other dealings in any of your Securities and other Investments including, without limitation, in Securities listed on HKEx, China Connect Securities and to provide other Investment products or Services which may offer from time to time to you. All Transactions executed by us for you are subject to this Client Agreement and any applicable supplemental documents.
You hereby agree to observe and be bound by the provisions of this Client Agreement and any deletion, addition or amendment as we may from time to time make at our absolute discretion in accordance with Clauses 4.5 and 4.6 below.
We may do any one or more of the following in accordance with this Client Agreement:
act on your Instructions;
execute Transactions in Securities and other Investments for or with you (whether acting as principal and/or your agent to such Transaction);
clear, carry, transmit and settle Transactions for you;
keep safe custody of your Securities, other Investments and Collateral; and
provide such other services as may be specified in this Client Agreement or in other agreement entered or to be entered with you.
We may, at our absolute discretion (such discretion not to be exercised in an unreasonable manner), with or without giving any reason therefore, decline to enter into any Transaction or provide any Service to you.
We are authorized to engage the services of, and delegate the performance of any part of the Services or all or any of our functions, powers, discretion, privileges and duties under this Client Agreement to any person or agent (including any Affiliate) who may act as our nominee, principal or agent to us or you. We will exercise such care in the selection of such person as we would employ for our own business, but we shall have no responsibility for any action, omission, negligence or default of any such person and you agree to assume full risk in relation to such person’s performance.
We shall be entitled but not obliged to, without prior notice to or consent from you, take such steps as we may in our absolute discretion determine to be expedient in order to enable us to provide the Services and exercise our powers under this Client Agreement.
This Client Agreement shall constitute the entire business relationship between you and us and will supersede and replace all other previous terms and conditions which apply to the same. If any particular business relationship between you and us is governed by a separate agreement or terms and conditions, that agreement or those terms and conditions shall prevail over this Client Agreement in respect of the subject matter concerned to the extent that the provisions of that agreement or those terms and conditions are inconsistent with this Client Agreement.
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
All Transactions shall be subject to this Client Agreement and, in respect of those Exchanges and/or Clearing Houses where the Transactions are processed, the constitution, rules, regulations, practices, procedures and administrative requirements, as amended from time to time of the relevant Exchange and/or Clearing House (and in particular as regarding Transactions effected on SEHK the rules, regulations, practices, procedures and administrative requirements of SEHK and HKSCC) and to all applicable laws whether imposed on you or Webull, as amended from time to time. All Transactions shall also be subject to the terms of business of dealer or other persons who have been involved in the processing of the Transactions the terms of business of dealer or other persons who have been involved in the processing of the Transactions where Webull deems fit.
In the event that the Client wishes to have transactions pursuant to this Agreement executed on Exchanges other than the SEHK, the Client acknowledges and recognizes that, since such transactions will be subject to the rules and regulations of those Exchanges, and applicable local laws, and not those of the SEHK, the Client may have a markedly different level and type of protection in relation to those transactions compared to the level and type of protection afforded by the rules and regulations of the SEHK and Hong Kong law (and the Client acknowledges and recognises, without limitation, that such transactions executed on exchanges other than the SEHK will not be subject to a right to claim under the compensation fund established under the Securities and Futures Ordinance where the Client suffers a pecuniary loss).
You confirm that:
in the event of any conflict between this Client Agreement and the Applicable Laws and Regulations, the latter shall prevail;
Webull may take or omit to take any action it considers fit in order to ensure compliance with the Applicable Laws and Regulations including without limitation, adjusting any Account, disregarding any unexecuted orders or rescinding any executed Transactions;
the Applicable Laws and Regulations as are so applicable and all such actions so taken shall be binding upon you; and
you shall be responsible for obtaining in advance and maintaining any governmental or other consents required in connection with your entering into of this Client Agreement or Webull effecting any Transaction in connection with this Client Agreement
This Client Agreement shall not operate insofar as it removes, excludes or restricts any of your rights or obligations of Webull under the laws of Hong Kong or any other relevant law. If any provisions hereof are or should become inconsistent with any present or future law, rule or regulation of SEHK and HKSCC and/or any Exchange and/or any Clearing House or any other relevant authority or body having jurisdiction over the subject matter of this Client Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects this Client Agreement shall continue and remain in full force and effect.
Save as otherwise required by Applicable Laws and Regulations, we may amend any part of this Client Agreement at any time by giving you reasonable notice of the changes in writing at any time. We may employ any reasonable mode of communication for the purpose of notifying you of such changes, such as, without limitation, by posting notice of such amendments on our website, or by sending a written notice or the revised Client Agreement (or relevant parts thereof) to you.
Continued use of our Services and/or the placing of any instruction to enter into any Transaction after such notice as described under Clause 4.5 above will constitute acknowledgment and acceptance of the revised Client Agreement by you. You may review the most current Client Agreement online at any time by referring to our website.
No person other than you and us will have any right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any of the provisions of the terms and conditions of this Client Agreement
This Client Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except:
an Affiliate may enforce any of its rights or benefits in this Client Agreement;
any of the Indemnified Persons as defined in Clause 18.7 and Clause 5 in Schedule D in Part III may enforce the rights or benefits of the indemnity under such clause; and
a person who is a permitted successor or assignee of the rights or benefits of this Client Agreement may enforce those rights or benefits.
No consent from the person’s referred to in this Clause 4.8 is required for the parties to vary or rescind this Client Agreement (whether or not in a way that varies or extinguishes rights or benefits in favor of those third parties).
NON-HONG KONG RESIDENTS OR CORPORATIONS
You understand and agree that you will be solely responsible for complying with any selling restrictions in relation to any Investment that may be applicable to you as a result of your nationality, your residency or your giving of Instructions from an overseas jurisdiction. We are not responsible for advising you on the applicability of selling restrictions and will not be responsible for any claims, demands, actions, proceedings, losses, penalties, fines, taxes, damages, costs and expenses (including legal costs) and any liability whatsoever that you may suffer as a result.
If you reside or (being a corporation) are incorporated outside Hong Kong, or give Instructions outside Hong Kong, you agree to ensure and you represent that such Instructions will be given in compliance with all Applicable Laws and Regulations of any relevant jurisdiction(s) which may be applicable to you or from which your Instructions are given, and that when in doubt, to consult or obtain legal advice on the laws of the relevant jurisdiction.
You agree and undertake to pay any taxes, duties, impositions or charges payable to the relevant authorities in respect of your nationality or residing or your giving of any Instructions from outside Hong Kong and the execution of your Instructions. You agree that, when in doubt, you will consult or obtain advice on tax related matters and/or issues from professionals of the relevant jurisdiction(s) at your own costs.
Webull shall be authorized but not bound to act on an instruction given by you or the Authorized Person (if any) to carry out a Transaction (whether directly or through other dealer or otherwise). Webull may at any time and from time to time impose any limits including trading limits on any Account and you agree not to exceed such limits. If any of the said limits are or to be exceeded, Webull may decline such an instruction and/or is entitled to close the open position of the Transactions concerned. Webull may in its absolute discretion refuse to act on any of the instructions received from you without giving any reason, in particular for sell order without evidence of sufficient securities, or buy order without evidence of sufficient funds or compliance with the margin requirements. Webull is not in any circumstances be liable in any way for any loss of profit or gain, damage, liability or cost or expense suffered or incurred by you arising from or in connection with Webull’s refusal to act on such instruction or omitting to notify you of such refusal.
Webull shall act as an agent of you and not as a principal in relation to any Transactions undertaken by Webull under this Client Agreement except where Webull gives notice to you to the contrary.
You undertake not to give any Instructions for sale of Securities which you do not own (that is, involves short selling) and we shall treat all sale orders as long sale orders unless otherwise agreed between us. Notwithstanding the foregoing, where you specify that an order is a short selling order, and we consent and agree to your entering into such short selling activities, you may subscribe for short selling services with us.
Because of physical restraints on any Exchange or the very rapid changes in the prices of securities that frequently take place, there may, on occasions, be a delay in making prices or in dealing. Webull may not always be able to trade at the prices or rates quoted at any specific time or "at best" or "at market". Webull shall not be liable for any loss howsoever arising by reason of its failing, or being unable, to comply with the terms of any limit order undertaken on behalf of you or under the circumstances contemplated in this Clause. Where Webull is for any reason whatsoever unable to perform your order in full, it may in its discretion effect partial performance only. You shall in any event accept and be bound by the outcome when any request to execute orders is made.
Unless otherwise instructed by you (and such Instruction being accepted by us), all Instructions are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the relevant Exchange or such other expiration date or time required by the relevant Exchange. Any Instructions received on a trading day after the close of trading on the relevant Exchange will be carried forward to the next trading day of that Exchange, and this Clause 6.5 will apply accordingly. We may execute the Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and you accept full responsibility (including without limitation, any costs or expenses incurred, if any) for the Transactions so executed.
All orders shall be made by you orally either in person or by telephone, or in writing, delivered by post, by hand or transmitted by facsimile or through Electronic Media at your risk. Webull may act on such instructions which Webull believes to come from you without any duty to verify the capacity of the person giving the instruction. Webull shall not be responsible for the non-performance of its obligations hereunder by reason of any cause beyond Webull’s control, including, without limitation, transmission or computer delays, errors or omissions, strikes and similar industrial action or the failure of any dealer, Exchange or Clearing House to perform its obligations. You hereby confirm and agree that you shall be responsible to Webull for all engagements, indebtedness and any other obligations made or entered into in your name whether in writing or orally and howsoever communicated and purporting to be given as aforesaid.
You understand and confirm its agreement that Webull may record conversations with you whether conducted on the telephone or through any other media or otherwise by tape or electronic means for security, control or record purposes.
You may request to cancel or amend your Instructions, but we may at our absolute discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. Instructions may be cancelled or amended only before execution. Cancellation of market Instructions are rarely possible as they are subject to immediate execution. In the case of full or partial execution of your Instructions before cancellation has been accepted by us, you agree to accept full responsibility for the executed Transactions (and any costs and expenses related thereto) and we shall incur no liability in connection therewith. You also agree to accept full responsibility for any costs or expenses incurred as a result of any cancellation (whether or not the Instruction has been fully or partially executed).
You hereby acknowledge that we and our directors, employees and/or their associates may from time to time trade on their own accounts. Furthermore, you acknowledge the existence of our interest, relationship or arrangement that is material in relation to any instruction received or Transaction effected for you. In particular, we may, without informing you:
effect Transactions through us;
(subject to Clause 6.2) effect Transactions with you as principal for our account and our related parties including but not limited to any of us or our employees, or directors;
effect Transactions in Securities where we have a position in the relevant Securities or are involved with those Securities as underwriter, sponsor or otherwise;
take position opposite to the order of you either for our own account or others;
match your orders with those of other clients of Webull;
combine your order with our orders or our other clients for execution;
contract or enter into any financial, commercial, advisory or other transaction or arrangement with any person which may relate to any Investment (or any person which is the obligor in respect of any such Investment) which for the time being form part of your assets and to be interested in any such contract or transaction; and
have a relationship with companies or other entities who may have actual or potential conflict of interest with you,
and neither we nor our related parties shall be obliged to account to you or any third party for any profits or benefits received in connection therewith. In event of insufficient securities to satisfy orders so combined as mentioned in the above paragraph (f), Webull may in its absolute discretion allocate the transactions between clients and us, having due regard to market practice and fairness to the clients concerned. You acknowledge and accept that such combination and/or allocation may on some occasions operate to your advantages and on other occasions to your disadvantages
You agree that this Clause contains only examples of conflict situations and is not an exhaustive list of situations whereby conflict may arise.
You also agree that we may retain for our own absolute use and benefit any profit which we may derive from such dealings or in connection with such dealings.
All instructions relating to purchase or sale of securities or otherwise given hereunder which may be executed on more than one Exchange may be executed on any Exchange Webull selects. Webull may also in its discretion direct the instructions of you to other dealers for execution without giving any notification to you.
Without prejudice to any other provision in this Client Agreement, where any Instruction is ambiguous or in conflict with any other Instruction, we shall be entitled, but not obliged, to rely and act on any such Instruction in accordance with any reasonable interpretation thereof which any of our directors, officer, employee or agents believes in good faith to be the correct interpretation.
In acting on an Instruction, we shall be allowed such amount of time as may be reasonable having regard to our systems and operations and the other circumstances then prevailing and shall not be liable for any loss arising from any delay on our part in acting on such Instruction.
Subject to the applicable laws and regulations, Webull may in its absolute discretion determine the priority in the executions of the orders received from its clients, having due regard to the sequence in which such orders were received and you shall not have any claim of priority to another client in relation to the execution of any orders received by Webull.
We may, but shall not be obliged to, refer you to an Affiliate (“Referred Entity”) from time to time. You may elect to engage a Referred Entity to provide any of the Services and in such cases, you shall be solely responsible for complying with the applicable contractual obligations and legal and regulatory requirements of such Referred Entity.
In referring you to a Referred Entity, we are, at all times, acting as an independent contractor and not an agent or a representative of you. We shall not be responsible for a Referred Entity’s actions and/or omissions whatsoever and no fiduciary relationship shall arise or otherwise be implied as a result of referrals made under this Clause 6.14.
Any prevailing and/or potential conflicts of interest pursuant to the referral arrangements between us and the Referred Entity shall be unconditionally waived by you in favor of us and the Referred Entity.
We may at any time, at our absolute discretion and without prior notice to you, suspend, prohibit or restrict your ability to give Instructions or to substitute Securities in your Account(s).
In relation to any Over-The-Counter ("OTC") transactions, including without limitation trading of any New Securities before their listing on the Exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that:
Subject to clause 10.6 below, Webull is acting as agent for the Client and does not guarantee the settlement of such OTC transactions;
the Client's orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Securities subsequently fail to list on the Exchange;
in the event that the Client in selling any Securities fails to deliver such Securities, Webull is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses and costs arising out of or in connection with such transaction;
in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or Webull in its absolute discretion determines not to purchase the relevant Securities pursuant to clause 6A(c), the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the purchase of the relevant Securities;
in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, Webull is entitled to sell any and all Securities or collateral held in its Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and
without prejudice to the above, the Client shall bear its own losses or expenses and shall be responsible to Webull for any losses and expenses resulting from its and/or its counterparty's settlement failures.
Notwithstanding that we (including our directors, officers, employees and the agents) may contact you on investment opportunities which we believe may be of interest to you, you agree that you, independently and without reliance on us, make your own decisions and judgments with respect to your Instructions of any Securities, investment products or Transaction.
While the Services enable you to access any investment research reports or other data of the agents through the Internet or other medium, including computerized online data, the availability of such Information (and any other suggestion or recommendation communicated to you) do not constitute any advice, opinion or recommendation to buy or sell all or any of the Securities or investment products. Any investment decisions you make will be based solely on your own evaluation in light of your financial circumstances and investment objectives.
Any information, suggestion or recommendation communicated to you by us are based on information obtained from sources believed by us to be reliable, are for your own use and consideration only and will not constitute an offer to sell any Investment to you. You further agree that we (including our directors, officers, employees and the agents) shall not be liable in respect the inaccuracy or incompleteness of any information, suggestion or recommendation rendered, whether such information, suggestion or recommendation was given at your request.
If we solicit the sale of or recommend any financial product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objectives. No other provision of this agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this clause.
Any exchange rate, interest rate, price of Securities or other similar information quoted to you is for your reference only and shall not be binding on us unless confirmed by us for a Transaction.
Unless otherwise agreed or Webull is already holding sufficient cash or Securities on your behalf to settle the Transaction, in respect of each Transaction, you shall
pay Webull cleared funds or deliver Securities to Webull in deliverable form; or
otherwise ensure that Webull has received such funds or Securities.
by such time as Webull has notified (whether verbally or in writing) you in relation to the relevant Transaction.
Unless otherwise agreed, you agree that if you fail to make such payment or delivery of securities by the due time as mentioned in Clause 8.1, Webull is hereby authorized to:
in the case of a purchase transaction, sell the purchased securities; and
in the case of a sale transaction, borrow and/or purchase such securities in order to settle the Transaction.
You hereby acknowledge that you shall be responsible to Webull for any loss, costs, fees and expenses incurred by Webull in connection with your failure to meet your obligation by the due time as set out in Clause 8.1.
MONEY IN THE ACCOUNT(S)
The money of you in the Account, after discharging all the indebtedness of you owing to Webull, shall be treated and dealt with in compliance with the provisions of the SFO. The money of you, after discharging all the indebtedness of you owing to Webull , which is received and held by Webull on behalf of you in Hong Kong shall be deposited with a segregated account which is designated as a trust account or client account and maintained by Webull in Hong Kong with an authorized financial institution or any other person approved by the SFC for such purpose. Webull may pay the money of you out of the segregated account in accordance with a standing authority pursuant to the SFO.
For so long as there exists any indebtedness to Webull on the part of you, Webull may refuse any withdrawal of money in the Account and you shall not without consent of Webull withdraw any such money.
Unless otherwise agreed between you and us, you agree that any interest accrued on any money of you in the Account shall belong to us absolutely.
Standing Authority under Securities and Futures (Client Money) Rules
Without prejudice to any other right or remedy available to Webull, you hereby agree to give the standing authority to Webull to authorize Webull to deal with money held or received by Webull in Hong Kong (including any interest derived from the holding of the money which does not belong to Webull) in one or more segregated account(s) on your behalf ("Monies").
Unless otherwise defined, all the terms used in this clause shall have the same meanings as in the Securities and Futures Ordinance and the Securities and Futures (Client Money) Rules as amended from time to time.
This clause authorizes Webull to:
combine or consolidate any or all segregated accounts, of any nature whatsoever and either individually or jointly with others, maintained by Webull and/or any of Webull’s group companies from time to time (“Webull Group") and we may transfer any sum of Monies (including conversion between currencies) to and between such segregated account(s) to satisfy your obligations or liabilities to any member of Webull Group, whether such obligations and liabilities are actual, contingent, primary or collateral, secured or unsecured, or joint or several; and
after your instructions are received by Webull, no matter in writing or verbally, transfer any sum of Monies (including conversion between currencies) interchangeably between any of the segregated accounts maintained at any time by any member of Webull Group; and
return any rejected deposit from client or third-party due to failure of AML checking to its source at its discretion and without prior consent from client; and
concerning the overseas markets, may transfer part or all of the transaction amount to the overseas broker’s segregated client account to get pre-trade approval from the broker before the transaction and keep the proceeds of sales in the abovementioned account afterwards.
for certain transaction (including but not limited to fund and/or options, if applicable), may transfer the settlement amount from securities account to specific service sub account, and vice versa.
We may do any of these things without giving you notice. This authority is given to Webull in consideration of its agreeing to continue to maintain securities cash and/or margin account(s) for you. This authority is given without prejudice to other authorities or rights which Webull Group may have in relation to dealing in Monies in the segregated accounts. This authority is valid for a period of 12 months from the approval date of the opening of the Account.
This authority may be revoked by giving you written notice addressed specified above and such notice shall take effect upon the expiry of seven (7) Business Days from the date of our actual receipt of such notice.
You understand that this authority shall be deemed to be renewed upon expiry upon the same terms and conditions as specified in the standing authority for twelve (12) months without your written consent if we issue to you a written reminder at least fourteen (14) days prior to the expiry date of this authority, and you do not object to such deemed renewal before such expiry date. Webull will give a written confirmation of the renewal of the standing authority to the client within one week after the date of expiry. If you request for revocation of such standing authority or the standing authority has not been renewed by you whom Webull called upon to do so, Webull reserves the right to terminate this Client Agreement and operations of the account(s) and then you shall forthwith settle any indebtedness owing to Webull and/or Affiliate(s).
COMMISSION, CHARGES, COSTS AND EXPENSES
You agree to pay to Webull all commissions, brokerage or other remuneration payable on all Transactions (including those pursuant to Clause 12) at the rates established from time to time by Webull. You also agree to reimburse Webull on a full indemnity basis for all applicable levies (including but not limited to levies imposed by the Exchanges, Clearing Houses and the SFC), fees, stamp duties, expenses and other charges in respect of or connection with the Transactions. Commissions and brokerage are subject to change from time to time and can be ascertained by contacting Webull. Webull may impose additional charges for special services furnished at the request of you.
You agree to pay Webull the following:
all subscription, service and usage fees are payable one (1) month in advance as prescribed by Webull and the fees are non-refundable;;
any fee/levies charges by Exchanges or other authorities;
any other reasonable fees and charges imposed by Webull from time to time for services and facilities rendered to you; and
interest on all outstanding sums at such rate and at such mode as Webull shall notify you in writing,
and Webull may at its discretion vary the rate of such fees and subscription at any time and from time to time without notice.
Webull shall be entitled to charge interest on all or any of your indebtedness (including interest accruing after a judgment debt is obtained against you) at such rate(s) (subject to fluctuation) and at such interval to be demanded and notified by Webull from time to time. Webull will usually charge interest on a monthly basis. In the absence of such notification:
in the case of Hong Kong dollars indebtedness, interest shall be charged at the following annual rate which is the higher of:
3 per cent above the Prime Rate quoted by Bank ; or
3 per cent above the Prevailing Overnight HIBOR; or
in case of foreign currency indebtedness, the annual interest rate shall be 8 per cent above the cost of funds of Webull to be quoted by Webull in absolute discretion, irrespective of whether Webull has actually borrowed the funds.
that every purchase or sale recorded on the stock market operated by SEHK or notified to the SEHK is subject to the charge of an Investor Compensation Fund levy and a levy pursuant to the SFO and the cost of each such charge and levy attributable to you shall be borne by you ; and
that in the case of a default committed by Webull and you having suffered pecuniary loss thereby, the liability of the Investor Compensation Fund will be restricted to valid claims as provided for in the SFO and will be subject to the monetary limits specified in the SFO and accordingly that there can be no assurance that any pecuniary loss sustained by reason of such a default will necessarily be recouped from the Investor Compensation Fund in full, in part, or at all.
You hereby agree to the imposition upon its Account or Accounts from time to time as Webull may determine, of a minimum charge in respect of Accounts that maintain only average credit balances of less than such minimum amount as Webull may from time to time determine.
You agree that Webull is entitled to solicit, accept and retain for Webull’s own benefit any rebate, brokerage, commission, fee benefit, discount and/or other advantage from any Transaction effected by Webull. Webull may also offer at its absolute discretion any benefit or advantage to any person in connection with such Transaction.
You agree, through your acceptance of the Client Agreement, our US broker(s) may receive compensation for directing orders through designated “market makers” and specialists on registered US exchanges for execution.
SOFT COMMISSION AND REBATES
Taking of Soft Commission and Rebates We are hereby authorized, to the extent permitted by Applicable Laws and Regulations, to:
solicit, receive and retain commission, cash rebates, goods and services and other soft dollar benefits arising out of (i) entering into Transactions for or with you; and (ii) client referrals, from any agent, delegate, broker, Affiliate and other person in connection with such Transactions and client referrals;
offer, pay commission, cash rebates, goods and services and other soft dollar benefits arising out of (i) entering into Transactions for or with you, and (ii) client referrals, to any agent , delegate, broker, Affiliate and other person in connection with such Transactions and client referrals; and
make and retain gains by entering into Transactions for or with you at prices which are different to the prices at which we have entered into with any other person (including any Affiliate).
The following shall constitute events of default (the “Events of Default”):
your failure to provide sufficient Collateral within the time limit upon call from Webull, deposits, purchase consideration or any other sums payable to Webull, to submit documents or to deliver Securities to Webull hereunder when called upon to do so or on due date;
(for client being an individual) the death of you or you becoming incapacitated from due performance of the terms and conditions of this Client Agreement;
the filing of a petition in bankruptcy or, as the case may be, winding up or the commencement of other analogous proceedings, or the appointment of a receiver, in respect of you;
the levy or enforcement of any attachment, execution or other process against you;
default by you in the due performance or observance of any of the terms and conditions of this Client Agreement;
any representation or warranty made in or in pursuance of this Client Agreement or in any certificate, statement or other documents delivered to Webull being or becoming incorrect in any material respect;
any of the consents, authorizations, approvals, licenses, or board resolutions required by you to enter into this Client Agreement or any Client Contract being modified in a manner unacceptable to Webull or being wholly or partly revoked, withdrawn, suspended or terminated or expiring and not being renewed or otherwise failing to remain in full force and effect;
the continued performance of this Client Agreement becomes illegal or claim by any government authority to be illegal;
you being in breach, voluntary or otherwise, of any of the conditions contained herein or of the constitutions, rules and regulations of any Exchange or Clearing House;
material adverse change in the financial position of you; and
the occurrence of any event which, in Webull's sole discretion, Webull feels shall or might put in jeopardy Webull's rights conferred under this Client Agreement.
Without prejudice to any other right or remedy which Webull may have, if any one or more Events of Default occur, Webull shall be authorized, in its absolute discretion, to take one or more of the following actions no matter separately, successively or concurrently (but shall not be bound to take any such action):
cover any short position in the Account through purchase of securities on the relvant Exchange and subject to Clauses 8.1 and 8.2 and/or liquidate any or all of the Collateral;
cancel any or all outstanding orders or any other commitments made on your behalf and/or decline to take any orders from you
call upon any security including but not limited to any guarantees and letters of credit which may have been issued to or in favor of Webull as security for the Account(s);
set off, combine, consolidate, realize and/or sell all or any of the accounts maintained by you with Webull (including any money or client securities or Collateral or other properties under such accounts);
sell, liquidate, dispose of or otherwise deal with the Securities or other properties held by Webull on your behalf;
borrow or buy in any property whatsoever found necessary by Webull or required to make delivery against any sale (including a short sale) effected for you;
exercise any of its rights under this Client Agreement; and/or
terminate this Client Agreement forthwith
Provided always that a prior tender, demand for any Collateral or deposit or call of any kind from Webull, or prior or outstanding demand or call from Webull, or notice of the time and place of a sale or purchase shall not be considered a waiver of any of Webull's rights granted by this Client Agreement.
In the event of sale of any client securities or the Collateral or liquidation of the Accounts in Clauses 12 or 13 or Clause 2 of the Additional Terms for Margin Account, Webull shall not be responsible for any loss occasioned thereby howsoever arising if Webull has already used reasonable endeavors to sell or dispose any or all of client securities and the Collateral in the Account under the prevailing market conditions. Webull is also entitled to exercise its own judgement in determining the time of the aforesaid sale or disposal or liquidation and to sell or dispose of any of such properties at current market price to Affiliate(s) without any responsibility for any loss occasioned or being accountable for any profit made by Webull and/or Affiliate(s).
After deducting all costs and expenses incurred in connection with taking any action referred to in Clause 12.2, Webull may apply any remaining proceeds to the payment of any liabilities you may have to Webull; and in the event such proceeds are insufficient for the payment of liabilities, you shall promptly upon demand and notwithstanding that the time originally stipulated for settlement may not then have arrived, pay to Webull and indemnify and hold Webull harmless against any differences or deficiencies arising therefrom or in any Account, together with interest thereon and all professional costs (including solicitor's and counsel's fees on a full indemnity basis, should Webull in its absolute discretion refer the matter to legal advisers) and/or costs and expenses incurred by Webull in connection with debt collection in relation to the Account or the enforcement of any outstanding position in the Account which shall be for the account of you and properly deductible by Webull from any funds of you in its possession.
Without prejudice to Clause 12.4, Webull may place any of the proceeds obtained from performing any actions in Clause 12.2 to the credit of a suspense account with a view to preserve the rights of Webull to prove for the whole of Webull’s claim against you in the event of any proceedings in or analogous to bankruptcy, liquidation or arrangement for so long as Webull in its absolute discretion determines without any obligation to apply the same or any part thereof in or towards discharge of any debts or liabilities due to or incurred by you to Webull.
You acknowledge that the rights Webull is entitled to exercise under this Clause 12 are reasonable and necessary for its protection having regard to the nature of the securities and margin trading, in particular the volatility in the prices of securities.
LIEN, SET OFF AND COMBINATION OF ACCOUNTS
In addition and without prejudice to any general liens, right of set-off or other similar rights to which Webull is entitled under law or this Client Agreement, all Securities, receivables, monies (in any currency) and other property of you (held by you individually or jointly with others) held by or in possession of Webull at any time shall be subject to a general lien in favor of Webull as continuing security to offset and discharge all of the your obligation, arising from the Transactions or otherwise, to Webull and or Affiliate(s).
In the event that you have more than one accounts (of any nature whatsoever including accounts of other clients guaranteed by you and whether in single or joint names) maintained with Webull and/or Affiliate(s), in addition to and without prejudice to any general liens or similar rights, Webull may by itself or as agent of any Affiliate at any time, and without notice to you, combine or consolidate all or any of them and set-off or transfer any monies (in any currency) or any other properties standing to the credit of any one or more of them in or towards satisfaction of any of the liabilities to Webull or the Affiliate of you on any such accounts or in any other respect, including liabilities under facilities or accommodation for any unexpired fixed term or in respect of dealing in securities or under guarantees or indemnities or any other instruments whatsoever given or assumed by Webull at your request, whether such liabilities are present or future, actual or contingent, primary or collateral and joint or several.
The right of set off in this Clause is a continuing security and is in addition and without prejudice to any security interest Webull may now or hereafter hold. In respect of any payments to set off any liabilities or obligations of you to any other Affiliate(s), Webull shall not be concerned with whether or not such liabilities or obligations exist provided demand has been made on Webull by any other Affiliate(s).
Nothing herein shall restrict the operation of any general lien or other rights or lien whatsoever which Webull may have, whether by law or otherwise, and the rights of set off hereby conferred are in addition and without prejudice to any general right of set off arising by law or rights granted to Webull by Clause 12 or 13 or any lien, guarantee, bill, note, mortgage or other security now or hereafter held by Webull.
In enforcing our lien, we shall have the right to determine which Securities, Investment and/or properties are to be sold and which contracts are to be closed, and to apply the proceeds of sale, after deduction of all costs and expenses, to satisfy any liabilities, indebtedness and/or obligations owed by you to us.
ASSIGNMENT AND SUCCESSION
You shall not assign or transfer any rights or obligations under this Client Agreement or any Transaction without prior consent of Webull.
Subject to the provisions of the SFO and any applicable law, Webull may assign or transfer any rights or obligations under this Client Agreement or any other Transaction to another person after written notice to you.
This Client Agreement shall inure to the benefit of our successors and assigns (whether by merger, consolidation or otherwise). All the provisions of this Client Agreement shall survive any changes or successions in Webull's business and shall be binding, where you are a corporation upon its successors, where you are a partnership upon the partners and their personal representatives, and where you are an individual upon his personal representatives.
DEATH OR LEGAL INCAPACITY
Our rights under this Client Agreement shall not be affected by your death or legal incapacity.
If any provision or condition of this Client Agreement shall be held to be invalid or unenforceable by any competent court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Client Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.
No failure or delay on our part in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any remedy provided to us herein are not intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise.
LIABILITIES AND INDEMNITY
Neither Webull, nor any of its directors, employees, agents or representatives (the Relevant Persons”) shall under any circumstances whatsoever be liable to you (whether under contract, in negligence or otherwise) in the absence of bad faith or willful default of or by the Relevant Persons in respect of any loss, damage, injury sustained or liability incurred by you by reason of:
any act, advice, statement (express or implied), default or omission of the Relevant Persons, whether such loss, damage, injury or liability be caused by breach or otherwise by the Relevant Persons or howsoever caused; or
any loss or expense incurred by you as a result of or in connection with the transfer to you or the collection or deposit or crediting to any Account of invalid, fraudulent or forged Investment or any entry in any Account which may be made in connection therewith; or
any conditions or circumstances which are beyond the reasonable control or anticipation of the Relevant Persons including but not limited to any delay in transmission of orders due to whatsoever reason, failure of electronic or mechanical equipment, telephone or other interconnection problems, unauthorized use of Access Code, prevailing fast moving market conditions, governmental agency or Exchange actions, theft, war, severe weather, earthquakes and strikes; or
Webull exercising any of its rights conferred by the terms of this Client Agreement; or
any conversion of one currency to another pursuant to, in relation to or arising from this Client Agreement; or
any inaccuracy or omission from any document prepared by us for, or sent by us to or to the order of, you in connection with any offering of investment; or
we in good faith acting or relying on any Instruction given by you, whether or not such Instruction was given following any recommendation, advice or opinion given by us or by any of our directors, officers, employees or agents; or
any inability, failure or delay on our part to comply with or carry out any such Instruction or any ambiguity or detect in any such Instruction; or
any loss or damage suffered by you in connection with any of your Securities, Collateral and other property kept in custody pursuant to Clause 30 or Clause 4.1 in Part III Schedule - A Additional Terms for Margin Account or other part of this Client Agreement unless such loss or damage has been caused as a direct consequence of an act of gross negligence on our part; or
any curtailment of, or restriction on, the capacity of us to trade in respect of open positions of any Investment as a result of action taken by SFC, the SEHK or any other authority under applicable rules and regulations or for any other reason, and that in such circumstances, you may be required to reduce or close out yours open positions with us; or
any Exchange, Clearing House, agent or other person ceasing for any reason to recognize the existence or validity of Transaction entered into by us on your behalf, or failing to perform or close out positions of any such Transaction provided that such cessation or failure shall not affect your obligations hereunder in respect of any such Transaction or other obligations or liabilities of you arising therefrom; or
any misunderstanding or misinterpretation of any Instruction given or placed verbally or electronically, or any interruption, suspension, delay, loss, mutilation or other failure in transmission or wrongful interception of any Instruction or other information howsoever caused (including any equipment or system owned and or operated by or for us).
You agree to indemnify the Relevant Persons against and hold the Relevant Persons harmless from all expenses, liabilities, claims and demands arising out of the following, in the absence of bad faith or willful default of or by the Relevant Persons:
anything lawfully done or omitted to be done by the Relevant Persons in connection with this Client Agreement; or
any breach by you of its obligations under this Client Agreement.
Notwithstanding any provision in this Client Agreement, under no circumstances shall we be liable to you or any other person for any incidental, consequential, indirect, special or exemplary damages of any kind or nature whatsoever or for any loss of revenue, loss of profit, loss of business, loss of opportunity or loss of goodwill (collectively, “Indirect Damages”) arising from any representation, any breach of implied term or any duty at common law or under any statue or express term of this Client Agreement, and whether such liability is asserted on the basis of contract, tort or otherwise, whether or not foreseeable, even if we have been advised or were aware of the possibility of such Indirect Damages.
Verification of Title
We are under no duty to examine or verify the validity of the ownership of or title to any asset in connection with any Transaction and shall not be liable in respect of any defect in ownership or title.
You shall at all times remain responsible for payment of all taxes due and where applicable, for the making of any claim for exemption from withholding taxes. We may deduct or withhold all forms of taxes (wherever in the world and whenever imposed) from any payment if obliged to do so under the Applicable Laws and Regulations. In accounting for tax or making deductions or withholding of tax, we may estimate the amounts concerned. Any excess of such estimated amount over the final confirmed liability shall be credited or sent to you as quickly as reasonably practicable.
Indemnity to us
You shall indemnify us immediately on demand against any and all claims, demands, actions, proceedings, losses, penalties, fines, taxes, damages, costs, charges and expenses of any nature (including legal costs on a full indemnity basis) incurred by us and any liability whatsoever in connection with:
any failure of or delay by you in performing any of your obligations under this Client Agreement or any Margin Facility provided to you (if any) including the enforcement and preservation of our rights in connection with this Client Agreement; and
our performance of any of our obligations or exercise of our right or discretion in connection with this Client Agreement.
Without prejudice to any provision in this Client Agreement, you shall immediately upon demand fully indemnify and keep us, and our respective directors, officers, employees and agents (collectively, “Indemnified Persons”) indemnified against any claims, demands, actions, proceedings, losses, penalties, fines, taxes, damages, costs, charges and expenses, including legal fees, that may be suffered or incurred by any and/or all of the Indemnified Persons, arising out of or in connection with (a) any Investment or Transaction; (b) any action or omission by us pursuant to this Client Agreement; (c) any information provided by you; (d) any breach by you of any of your obligations under this Client Agreement, including any cost reasonably incurred by us in collecting debts due to us from you or unpaid deficiency in any Account and in enforcing our rights hereunder, and any penalty charged as a result of any Transaction to us by any Exchange and/or Clearing House; (e) any investigation, litigation or proceeding by or involving any government agency, market, Exchange, clearing organization or other self-regulatory body, or any third party or other market participant with respect to any Account or Transaction; or (f) closing of any Account.
Indemnity on Instructions
Without prejudice to any provision in this Client Agreement, you shall indemnify immediately on demand and keep us indemnified at all times against and save us harmless from, all claims, demands, actions, proceedings, losses, penalties, fines, taxes, damages, costs, charges and expenses (including all legal costs incurred by us) on a full indemnity basis and any liability whatsoever which may be brought against us or suffered or incurred by us either directly or indirectly as a result of or in connection with (a) our accepting of or acting on any Instruction; (b) any revocation or alteration of any such Instruction; or (c) any error or omission in such Instruction given by facsimile transmission and/or such other electronic means (regardless of whether such Instruction was given by you or an Authorized Person and/or properly authorized by you).
Facsimile and Other Modes of Electronic Submission Indemnity
Without limitation to the generality of the foregoing, in consideration of us agreeing to accept Instructions pursuant to Clause 6 above and/or to accept any other documents/Instructions in relation to the operation of the Account(s) by facsimile transmission and/or such other electronic means as may from time to time be permitted by us, you shall indemnify us immediately on demand against all claims, demands, actions, proceedings, losses, penalties, fines, taxes, damages, costs, charges and expenses (including all legal costs incurred by us) on a full indemnity basis and any liability whatsoever arising out of or in connection with our acceptance of the aforesaid Instructions and/or any other documents/Instructions in the event of any error or omission in such Instructions and/or any other documents/Instructions, or such Instructions and/or other documents/Instructions having been issued without proper authorization on your part. Each of these indemnities (namely in Clauses 18.6, 18.7 and 18.8 above) shall constitute a separate and independent indemnity from any other indemnity contained elsewhere in this Client Agreement or any other agreement entered or to be entered into between you and us.
WARRANTIES AND UNDERTAKINGS
You hereby undertake, represent and warrant on a continuing basis that:
the information given by you, or on your behalf, to Webull in the Account Opening Form or otherwise in connection with the opening of any Account is true, full and complete and Webull shall be entitled to rely on such information until Webull receives written notice from you of any changes thereto;
you have the authority and capacity to enter into and execute this Client Agreement and no one except you (unless otherwise disclosed to Webull pursuant to Clause 22.1) has an interest in the Account(s);
save as disclosed by you to Webull pursuant to Clause 22.1 with the consent given by Webull:
you enter this Client Agreement as a principal and is trading on your own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Client Agreement as you have or will have any beneficial interest in this Client Agreement; and
you are the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions;
this Client Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or by-laws (for corporate client), or constitute a breach or default under any agreement or arrangement you are bound;
subject to any security interest of any Affiliate and the information disclosed to Webull, all properties including but not limited to securities provided by you for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by you and you will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without Webull’s prior consent;
you have received, read and understood the contents of the Risk Disclosure Statement and you have sufficient experience to assess the suitability of the Transactions contemplated under this Client Agreement;
where you or any one of you is a body corporate (in respect of such person):
it is a corporation duly organized and is validly existing under the laws of the country of its incorporation and in every other country where it is carrying on business;
this Client Agreement has been validly authorized by the appropriate corporate action of you and when executed and delivered will constitute valid and binding obligations of you in accordance with the terms herein;
the certified true copies of your certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the board resolutions of you delivered to Webull are true and accurate and still in force; and
no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up you;
where you or any one of you is an individual, you are legally capable of validly entering into and performing this Client Agreement and is of sound mind and legal competence and is not a bankrupt;
where you are a partnership and business is carried on under a firm's name, this Client Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise; and
any Authorized Person and any person representing you in entering into any Transaction will have been duly authorized to do so on your behalf.
You undertake to notify Webull immediately upon the occurrence of any material changes in the information supplied in this Client Agreement and/or the Account Opening Form. In particular, you agree to inform Webull of any change in contact information (including address and telephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Client Agreement, Webull cannot communicate with you using the latest contact details provided by you for over a period of seven (7) days, you agree that this provides sufficient evidence of material breach of this Client Agreement by you which constitutes an Event of Default under Clause 12.1(f).
Webull will notify you of any material change to: (a) the name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the nature of services provided by it; or (d) the description of the remuneration payable to Webull and the basis for such payment.
You accept full risk and responsibility for:
the monitoring and use of your Account(s) including any of the events set out in Clause 19.5;
the use and safe custody of any information including your Password, ID, portfolio information, Transaction activities, Account balances and any other information or Instructions available on your personal computer;
the provision and maintenance of the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using the Services, and for all communications service fees and charges incurred by you in accessing our network; and
any loss or damage caused directly or indirectly by any government restrictions, Exchange rulings, suspension of trading of Securities or other Investments, war, strikes, equipment, software or communications line failure or malfunction, unauthorized access, theft, and other occurrences beyond our reasonable control.
You will immediately notify us in writing if you become aware of any of the following:
any loss, theft or unauthorized use of the Password, ID and or Account number(s);
any failure by you to receive a message from us indicating that an Instruction was received and or executed;
any failure by you to receive an accurate written confirmation of any Transaction;
any receipt of confirmation from us of any Instructions or Transaction which you did not place or authorize; or
any inaccurate information in your Account balances, Securities and or other Investment positions, or Transaction history.
In no event shall we be deemed to have received any Instructions given by you until we have actual knowledge of such your Instruction.
Unless you have previously disclosed in writing to us, you are not an officer or employee of any Exchange, board of trade, clearing house, bank or trust company, or an affiliate of any licensed corporation or registered institution under the SFO, or an introducing broker, or an officer, partner, director or employee of any securities broker or dealer.
Acting as Principal/Responsible Person:
Unless you have previously disclosed to us in writing, you will be acting as principal, and not as trustee or agent or on behalf of any other person and all such Transactions are effected for your benefit and no other person has any interest therein in relation to each Transaction in your Account and shall stand to gain the commercial or economic benefit of such Transaction and/or bear their commercial or economic risks (except where such other person has been disclosed to us by you by written notice);
(i) if you are acting on your own behalf, all the Transactions effected are legitimate and all monies and assets applied to such Transactions are the result of bona fide activities, and (ii) if you are acting on behalf of one or more clients (the identities of which have not been disclosed to us), you have conducted and satisfactorily completed your internal “know your client” and anti-money laundry procedures on each such client in accordance with the laws applicable to you and will continue to comply with such procedures in relation to each such client; and
Unless you provide us with prior written notice of the name and address of and nature of relationship with the person whom you appoint to operate the Account(s) on your behalf, you will operate your own Account(s) at all times, including, for the avoidance of doubt, the giving of orders.
Foreign Account Tax Compliance Act and Common Reporting Standards
You agree to comply with the provisions set out in Schedule D in Part III of this Agreement regarding the requirements of Foreign Account Tax Compliance Act and Common Reporting Standards and understand the consequences resulting from breach of such provisions.
We shall not in any circumstance be liable to you for loss of any kind whatsoever whether directly or indirectly suffered or incurred by you by reason of any failure or delay in the performance of our obligations hereunder which is caused by or the result of any event which is not within our reasonable control, and any such event shall include (a) the existence or imposition of any form of foreign exchange control, legal, governmental or regulatory restriction or requirement whatsoever; (b) the closure of or ruling by any Exchange (or any division thereof); (c) the suspension of trading of any Investment or underlying; (d) the failure of any Exchange , Clearing House, agent or other person to perform its obligations; (e) the occurrence of an Insolvency Event in relation to our delegate or agent; (f) the occurrence of fire, flood or any disaster; (g) the occurrence of any industrial dispute affecting a third party for which a substitute third party is not reasonably available; and (h) the occurrence of any breakdown, failure or malfunction of any third party telecommunications, computer services or systems.
INFORMATION GIVEN TO CLIENT
Webull may provide financial market data, quotes, news, research or other information, including graphic images (collectively, the “Information”), to you by means of hardcopy, conversation, Electronic Media, website operated by Webull or otherwise (no matter in writing or verbally). You acknowledge that the rights in the Information are the property of Webull, the information providers or the licensors (the “Information Providers”) and are protected by applicable copyright and other intellectual property laws and you are allowed to use the Information on this Client Agreement of not engaging in any actions which may infringe the rights of the Information Providers.
You acknowledge that none of the Information Providers makes any representation or warranty of any kind (including but not limited to warranties of merchantability or fitness for any particular use) and does not guarantee the timeliness, sequence, accuracy, adequacy or completeness of the Information. In particular owing to market volatility and possible delay in data transmission process, the market data containing in the Information may not be real time market quotes for the relevant products. Whilst Webull believes such data to be reliable, it has no independent basis to verify the accuracy or completeness of the Information provided. No recommendation or endorsement from Webull shall be inferred from such data.
You acknowledge that the Information is provided for informational purpose only and should not be used as a basis for making business, investment or any kind of decision and the Information Providers do not accept any responsibility or liability for any loss or damage howsoever arising from any person acting or refraining from acting in reliance on the Information.
DISCLOSURE OF INFORMATION ABOUT CLIENT
Subject to the provisions of this Client Agreement, Webull will keep the information relating to the Accounts confidential. You acknowledge that there are laws, rules and regulations of the relevant markets and Exchanges which contain provisions requiring Webull upon the request of HKEX , the SFC, any government authority and/or any other regulator in Hong Kong (collectively, “relevant regulators”), who having jurisdiction over the Transactions, to disclose details of the Transactions, the name of you , beneficial identity of the Transactions and such other information concerning you as any such relevant regulators may require and that you agree to provide such information concerning you on timely basis as Webull may require in order for Webull to comply with the requirements.
Without limiting the disclosure to anything provided in Clause 22.1, you hereby irrevocably authorizes Webull, without further notice and consent from you, to disclose to any person information, reports, records or documents pertaining to the Account together with such other information as may be required or Webull may deem appropriate and to produce computerized record or other document relating to you and the Account if that disclosure is required by the relevant regulators for the purpose of assisting them with any investigation or enquiry they are undertaking or by a court of competent jurisdiction or if the disclosure is in the public interest or in Webull's or your interest or is made with your expressed or implied consent.
You further agree that Webull may, whether during the continuance or after the termination of this Client Agreement, without notice to you , disclose any information relating to you and the Account(s) to any other Affiliate(s), or to any assignee of any of the rights or obligations of Webull under this Client Agreement.
You shall provide the information about the identity, address, contact details (“Identity Details”), tax information and any other information of the persons or entities which (i) are you , (ii) are ultimately responsible for originating the instructions in relation to the Transactions, or (iii) stand to gain the commercial or economic benefit of the transactions and/or bear its commercial or economic risk or such other information concerning you as any relevant regulator may require in order for Webull to comply with the applicable laws and regulations and you authorize Webull to provide such information about you to such relevant regulator without further consent from or notification to you.
Without prejudice to Clause 22.4 , if you effect transactions for the account of your clients, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching transactions as principal with any clients of you, you agree that, in relation to a transaction where Webull has received an enquiry from the relevant regulators, the following provisions shall apply:
Subject to as provided below, you shall, immediately upon request by Webull, inform the relevant regulators of the Identity Details of the client for whose account the transaction was effected and (so far as known to you ) of the person with the ultimate beneficial interest in the transaction. You shall also inform the relevant regulators of the Identity Details of any third party (if different from the client/the ultimate beneficiary) originating the transaction.
If you effect the transaction for a collective investment scheme, discretionary account or discretionary trust, you shall:
immediately upon request by Webull, inform the relevant regulators of the Identity Details immediately upon request by Webull, inform the relevant regulators of the Identity Details of the person(s) who, on behalf of the scheme, account or trust, has instructed you to effect the transaction; or
as soon as practicable, inform Webull when the discretion to invest on behalf of the scheme, account or trust has been overridden, and you shall immediately upon request by Webull, inform the relevant regulators of the Identity Details of the person who has given the instruction.
If you are a collective investment scheme, discretionary account or discretionary trust and in respect of a particular transaction, the discretion of you or your officers or employees has been overridden, you shall, as soon as practicable, inform Webull when the discretion to invest on behalf of the beneficiaries of such scheme, account or trust has been overridden and immediately upon request by Webull, inform the relevant regulators of the Identity Details of the person who has given the instruction in relation to the relevant transaction.
If you are aware that your client is acting as intermediary for its underlying clients, and you do not know the Identity Details of any underlying client for whom the transaction is effected, you confirm that:
you have legally binding arrangements in place with its client which entitle you to obtain the information set out in Clauses 22.5(a), (b) and/or (c) from its client immediately upon request or procure that it be so obtained; and
you will, upon request from Webull in relation to a transaction, promptly request the information set out in Clauses 22.5(a), (b) and/or (c) from its client on whose instructions the transaction is effected, and provide the information to the relevant regulators as soon as it is received from its client or procure that it be so provided.
You hereby agree that Webull shall not be in any way liable for any consequences arising out of any disclosure made under this Clause 22.
You understand that you have supplied or may from time to time supply to Webull or any other Affiliate personal data about you (the “Personal Data”), within the meaning ascribed in the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong), in connection with the opening or maintenance of any Account(s) or the provision of services to you by Webull or any other Affiliate. You acknowledge that you are not required to provide any Personal Data to Webull and any other Affiliate unless you choose to do so. However, if you fail to supply any such Personal Data, Webull may not be able to open or maintain an Account(s) for you and/or provide you with any services.
The terms contained in this Clause 22 shall continue in effect notwithstanding the termination of this Client Agreement.
CONVERSION BETWEEN CURRENCIES
In the event that any Transaction effected by Webull on behalf of you involve conversion between currencies, you agree that:
any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your account and risk and your Account will accordingly be credited or debited (as the case may be) at the exchange rate by referring to that adopted by the relevant bank at the time;
any conversion from one currency to another required to be made for performing any action or step taken by Webull under this Client Agreement may be effected in such manner and at such time as it may in its absolute discretion decide; and
in respect of any Transaction on the Account(s) executed in any currency other than the currency that you have in your Account(s), any profit or loss arising as a result of exchange rate fluctuation will be entirely for the Account and at your risk. You are also responsible for any expenses and charges that may be incurred as a result of such foreign exchange.
To the extent permitted by law, Webull may from time to time amend or supplement (whether by the addition of schedules to this Client Agreement or otherwise) any of the terms and conditions of this Client Agreement by notifying you in accordance with Clause 28. If you do not accept the new terms, you may terminate this Client Agreement by notifying Webull in writing within seven (7) Business Days from your receipt or deemed receipt of the notice in accordance with Clause 28. If you do not terminate this Client Agreement within such time or if you continue to operate the Account after receipt or deemed receipt of notice of the amendment or supplement, you will be deemed to have accepted such amendment or supplement and shall continue to be bound by this Client Agreement as so amended or supplemented.
Subject to Clause 24.1, no provision of this Client Agreement may be amended or supplemented unless agreed to in writing signed by Webull's authorized representative(s).
Where you consist of more than one person:
the liability and obligations of each of you shall be joint and several and references to you shall be construed, as the context requires, to any one of you;
Webull is entitled to, but shall not be obliged to, act on instructions or requests from any of you;
any notice, payment or delivery by Webull to any one of you shall be a full and discharge of Webull’s obligations to notify, pay or deliver under this Client Agreement; and
Webull is entitled to deal separately with any one of you on any matter including the discharge of any liability to any extent without affecting the liability of any others.
Notwithstanding the above paragraph (b) and any agreement between any persons of you with Webull, Webull reserves the right to demand all the persons of you to give instructions or requests in writing or in any such other manner determined by Webull before Webull’s accepting or acting on such instructions.
Where you consist of more than one person, on the death of any of such persons (being survived by any other such persons), the death of one person does not operate to terminate this Client Agreement automatically unless terminated in according to other provisions of this Client Agreement but such death constitutes an Event of Default (Clause 12.1(b)).
Death/Mental and/or Other Incapacity/Insolvency
You undertake to give us immediate notice in writing of the death of any joint Account holder. In the event of such death, we may take such steps, require such documents, retain any part of any Account and restrict Transactions in any Account as we may at our discretion deem necessary, advisable or desirable to protect our interests with respect to any tax, liability, penalty or loss under any present or future law.
All instructions and Transactions relating to any joint Account or (as the case may be) any Service, in the event of the death, or mental and/or other incapacity of or the occurrence of an Insolvency Event in relation to any one or more of the joint Account holders shall be subject to any claim or objection of relevant authority and shall be without prejudice to any right which we may have arising out of any lien, charge, pledge, set-off, claim, counterclaim or otherwise whatsoever or any step or legal proceedings which we may in our absolute discretion deem desirable to take in view of any claim by any person other than the survivors, executors, administrators of the deceased.
Subject to paragraph (b) above, we shall hold on the death, or mental and/or other incapacity of or the occurrence of an Insolvency Event in relation to any of the joint Account holder all credit balance or balances and properties in all the Accounts and all monies due by us to the joint Account holders under any Transactions and Services to the order of the surviving joint Account holder (in case of death of all of the joint Account holders, to the executors or administrators of the last surviving joint Account holder) and any payment by us above shall be an absolute full and conclusive discharge of us as against the joint Account holders (including the deceased and his/her/estate and successor) provided that we may require the production of documentary proof of the death and/or the relevant legal grant to the estate of the deceased.
Our set off right hereunder may be exercised against any one or more of the joint Account holders such that money, property or proceeds otherwise payable to the joint Account holders may be applied by us in or towards the satisfaction of any obligations or liabilities owing to us by any one or more of the joint Account holders.
Each of joint Account holders agree that any tax or other expenses resulting from the death of any one or more of the joint Account holders, or through the exercise by the deceased’s estate of any rights in such Account, shall be payable out of any Account or chargeable against the interest(s) of the survivor(s) as well as against the interest of the deceased’s estate.
Liabilities and Obligations
If you are a partnership, under this Client Agreement:
the liabilities and obligations of each partner of the partnership shall be joint and several;
references to you shall be construed, as the context requires, to any or each partner of the partnership;
we may accept Instructions from any one or more of partners in respect of an Account held under the name of a partnership if such Instruction is given in accordance with the Mandate (however, we reserve the right to require written Instructions from all such partners at our discretion);
any delivery of payment or Investment to any one partner shall be a valid and complete discharge of our obligations to each partner of the partnership regardless of whether such delivery is made before or after that partner ceases to be a partner of the partnership;
any statement of account (including Consolidated Statement of Account & Contract Notes, receipts and Monthly Statement), Confirmation, receipt, notice and communication sent to one partner will be deemed notice to all partners of the Account;
we shall be entitled to deal separately with any partner of the partnership on any matter, including the discharge of any liability to any extent, without affecting the liability of any other partner of the partnership; and
each person who ceases to be a partner of the partnership (whether as a result of death, retirement, resignation, replacement, addition, bankruptcy or otherwise) will remain liable for all liabilities and obligations owed by you to us which have accrued up to and including the date that such person ceases to be a partner of the partnership.
Changes to the Partnership
If you are a partnership, this Client Agreement shall continue to bind the partnership notwithstanding any change in the constitution, name or membership of the partnership by reason of death, bankruptcy, retirement, disability or admission of new partners or the occurrence of any other event which may dissolve the partnership or otherwise affect its obligations under this Client Agreement
CONSOLIDATED STATEMENT OF ACCOUNT & CONTRACT NOTE AND MONTHLY STATEMENT
We will send to you a Consolidated Statement of Account & Contract Note which summarizing all Transactions effected pursuant to Instructions on the same day or a notification of the availability of such summaries no later than the end of the second Business Day after the date of the relevant Transactions.
Where required by Applicable Laws and Regulations, we will send a Monthly Statement of each Account to you summarizing the Transactions effected under the relevant Account since the date of the preceding month statement, or a notification of the availability of such statements no later than the end of the seventh Business Day after the end of the monthly accounting period. In addition to such Monthly Statement, we also issue to you such other Account statements in such manner upon your request or as may be required by Applicable Laws and Regulations.
You are responsible for reviewing all acknowledgements, Confirmations, Consolidated Statement of Account & Contract Notes, receipts and Monthly Statement in relation to your Transactions and your Account(s) immediately upon receipt. All Transactions and other information in any acknowledgements, Confirmations, Consolidated Statement of Account & Contract Notes, receipts and Monthly Statement will be binding on you unless we receive notice of objection in writing or via electronic mail or by facsimile within forty eight (48) hours after you receive or are deemed to have received the same (whichever is earlier). We reserve the absolute right to determine the validity of your objection to the relevant Transaction or information.
Subject to any contrary Applicable Laws and Regulations, you agree to any acknowledgement, Confirmations, Consolidated Statement of Account & Contract Notes, receipts and Monthly Statement to be in electronic form and further agree to receive them through electronic means as may be prescribed by us from time to time.
Webull may not provide you with monthly statements in relation to the Account when during the relevant period there is no transaction or revenue or expense item and no outstanding balance or holding securities position in the Account.
In the event of Webull being required to give any reports, written confirmations, notice to, or make any demand or request of you or otherwise being obliged to contact you in connection with this Client Agreement notice (including any demand for Margin or Collateral) may be personally delivered, transmitted by post, telex or facsimile or by telephone or through Electronic Media in each case to the address or telex, facsimile or telephone numbers or email address set out in the Account Opening Form or otherwise as notified to Webull in writing from time to time.
Notices to be delivered by you to Webull may be personally delivered, transmitted by post, telex or facsimile or by telephone or by other method accepted by Webull in each case to the address or telex, facsimile or telephone numbers or other destination announced by Webull set out in this Client Agreement or otherwise as notified by Webull from time to time.
All notices and other communications shall be deemed to be given at the time of transmission if delivered personally, by telex, facsimile or telephone or through Electronic Media or two days after the date of posting if transmitted by mail whichever shall be the first to occur; provided that any notice or other communication to be given to Webull shall be effective only when received by Webull.
Stoppage of Services
We may suspend the provision of Services or your access to any part of the Services without prior notice or consent from you in the event that:
we elect at our absolute discretion to discontinue such Service(s) on a temporary or permanent basis;
you breach any of the provisions under this Client Agreement;
your Account has recorded no trading activities and/or holds no asset for a period (such period to be determined by us from time to time at our absolute discretion);
your Account has become an Inactive Account or a Dormant Account for an extended period of time (such period to be determined at our absolute discretion); or
we are required by any Applicable Laws and Regulations to suspend the provision of any Service.
We may activate any Service and/or your Account upon your application to us on such terms and the supply of such information about yourself as we may determine from time to time.
Termination of Account(s)
We may terminate any one or more of the Account(s):
without given prior notice to or obtaining consent from you if you breach or fail to comply with any provision of this Client Agreement or when your Account has become an Inactive Account or a Dormant Account for an extended period of time (such period to be determined at our absolute discretion);
by giving you not less than one (1) Business Day’s prior written notice; or
immediately without giving you prior notice or obtaining your consent where we are required by any Applicable Laws and Regulations to terminate and close the Account(s) you have opened with us.
Any termination of the Services or this Client Agreement or the closure of Account(s) shall not affect any Transactions entered into or prejudice or affect any rights, powers, duties, liabilities and obligations of either party accrued prior to the termination.
Consequences of Termination
Upon termination of this Client Agreement,
you will immediately repay to us all amounts due or owing to us under this Client Agreement;
you will withdraw any cash or Securities or other Investment balances in the Account within seven (7) Business Days from the date of termination, failing which we may on your behalf and without any responsibility for any loss or consequences on our part sell or dispose of or Close Out (as applicable) your Securities or other Investment in the market or in such manner and at such time and price as we may reasonably determine and send to you at your own risk our cheque or remittance representing the net sale proceeds and the credit balances in your Account (whether in Hong Kong Dollars or in another currency to be determined by us in our absolute discretion) to your last known address. For the avoidance of doubt, we shall not be responsible for any charges, costs, expenses or losses which may be incurred or arise as a result of such conversion and we shall have the right to deduct such charges, costs, expenses or losses prior to sending cheque or remittance;
we may sell, realize, redeem, liquidate or otherwise dispose of all or part of Investments to satisfy all of your indebtedness to us and Clause 29.5 below shall apply to any such sale; and
we shall cease to have any obligation to execute any Instruction received from you.
Proceeds and Documents of Title
Any net cash proceeds received by us pursuant to a sale, realization, redemption, liquidation or other disposal under this Clause 29 shall either be (a) if your Account has not been closed, credited to any of your Account; or (b) returned to you, after first deducting or providing for all monies and sums due or owing and other liabilities accrued or accruing due to us and outstanding (whether actual or contingent, present or future or otherwise). All Investments are not realized or disposed of together with any relevant document of title in our possession shall be delivered to you at your sole risk and expense.
CUSTODY OF SECURITIES/OTHER INVESTMENTS
Act as Custodian
Unless otherwise specified, you appoint us to act as custodian for you to keep custody of your Securities or Collateral. You agree not to pledge, charge, sell, grant an option or otherwise deal in any of your Securities or Collateral forming part of any Account without our prior written consent.
Manner of custody
Any Securities and other Investments which are held by us for your Account may, at our absolute discretion, be either:
registered in your name or in the name of our associated entity or registered in accordance with the applicable laws of the jurisdiction which your Securities are held; or
deposited in safe custody in a segregated account (which is designated as a trust account or client account and established and maintained by the intermediary or associated entity for the purpose of holding client securities of the intermediary) with (i) in relation to those of your Securities that are to be kept in Hong Kong, an authorized financial institution, an approved custodian or another intermediary licensed for dealing in securities, (ii) in relation to those of your Securities that are to be kept in a jurisdiction outside Hong Kong, an institution properly authorized by Applicable Laws and Regulations in such jurisdiction(s) applicable to us to hold such Securities (whether or not such Securities may have the same level of protection as those that are kept in Hong Kong).
You acknowledge that any Securities or other Investments held by us for your Account shall be at your sole risk and we have no obligation to insure you against any kind of risk. We shall not be responsible for any losses, costs, damages, interests and charges arising from or in connection with such engagement or custody under the above arrangement, including without limitation any losses arising from fraud or negligence of the party so engaged.
If we receive any dividends or other distributions or benefits in relation to any Securities or other Investments for your Account, they shall be credited to your Account(s). Where your Securities or Investments form part of a larger holding of identical Securities or Investments held for our other clients, you shall be entitled to a proportional share of the dividends, distributions or benefits in question.
In relation to Securities or other Investments held by us for safekeeping pursuant to this Clause 30 that are not registered in your name, we shall ourselves, or shall procure any associated entity, institution, custodian or intermediary appointed by us to:
in the absence of your prior written Instruction to the contrary, collect and credit any dividend, distribution or other benefit arising in respect of such Securities to the Account or make payment to you as agreed with you. Where the Securities or other Investments form part of a larger holding of identical Securities or other Investments held for our clients, you are entitled to the same share of the dividend, distribution or other benefit arising on the holding as your share of the total holding. If dividend, distribution or other benefit is in the form of securities with fractional shares, such fractional shares may not be converted into equivalent cash amounts and credited to your Account;
act on any Instruction received from you in sufficient time to enable us to make the necessary arrangements as to the exercise of any voting or other rights attaching to or conferring on such Securities provided that if any payment or expense is required to be made or incurred in connection with such exercise, neither us nor any of our associated entity, institution, custodian or intermediary shall be required to act on any Instruction received from you unless and until we receive all amounts necessary to fund such exercise.
We are entitled to charge reasonable administrative fee on making distribution dividends or other benefit to you in respect of Securities or other Investments held on your behalf.
We shall not be responsible for any failure in making distribution of any party who holds the Securities and other Investments for your behalf.
Delivery of Non-identical Client’s Securities, Investments and Securities Collateral
In respect of this Clause 30, we or any of our associated entity, institution, custodian or intermediary is not bound to deliver to you the identical Securities, Investments and Securities Collateral received from or for you but may deliver to you, Securities, Investments and Collateral of like quantity, type and description.
Disposal of Securities, Investments and Collateral
You agree that we may dispose or initiate the disposal by our associated entity of any Securities, Investments and/or Collateral in settlement of any sums owed by you or on your behalf to us, our associated entity or a third party or otherwise as permitted under this Client Agreement.
Limitations on Treatment of Securities, Investments and Collateral
We shall take reasonable steps to ensure that your Securities or Collateral are not deposited, transferred, lent, pledged, repledge d or otherwise dealt with for any purpose except as permitted in this Clause 30 or in accordance with any of your Instruction, your Securities Standing Authority or Applicable Laws and Regulations.
In the absence of contrary Instructions, we are authorized at our absolute discretion, and at your cost and expense:
to request payment of and receive all interest and other payments or distributions (whether of a capital or income nature) in respect of any Securities or Investments;
to surrender your Securities or other Investments against receipt of the monies payable at maturity or on redemption of the Securities or other Investments if called prior to maturity;
to exchange any documents relating to any of your Securities or other Investments, where such documents have been issued, in interim or temporary form for definitive form; and
to complete and deliver on your behalf as owner any ownership certificates in connection with the Securities or other Investments which may be required to obtain income from your Securities or other Investments or to facilitate their sale.
Voting and Other Rights
In respect of any Securities or other Investments held by us on your behalf, if we are notified that any voting and/or any other rights or privileges (including without limitation, conversion and subscription rights and any rights or privileges arising in connection with takeovers, other offers or capital reorganizations) attaching to those Securities or other Investments (as applicable) may be exercised, we will use our reasonable endeavors to notify you as soon as reasonably practicable of such rights and/or privileges. If you unambiguously inform us that you wish us to exercise the rights and/or privileges, and you have sufficient cleared funds in the Account, we will do so but only on such terms as you advise orally (subject to our agreement) or in writing within fourteen (14) Business Days of such notice (or such shorter period as may be specified or appropriate) and which are reasonably acceptable to us. Otherwise, we will not exercise any such rights and/or privileges. Notwithstanding the absence of satisfactory Instructions or sufficient funds, in the event that we are notified that subscription rights attaching to any Securities or other Investments that we hold on your behalf, we may, in our absolute discretion, dispose of such rights on your behalf and in such manner as we think fit.
If we are notified by any company in which we hold Securities or other Investments on your behalf, that such company intends to make calls upon those Securities (or other Investments) (as applicable) in respect of any monies whatsoever unpaid on them, we will use reasonable endeavors to notify you as soon as practicable of such calls. If you provide us with the relevant funds in sufficient time for us to do so, we will satisfy such calls on your behalf and on such terms as you advise orally (subject to our agreement) or in writing and which are reasonably practicable to us. Otherwise we shall take no action on your behalf and will have no liability whatsoever in respect of the consequences of a failure to satisfy the calls, we may do so and you undertake to reimburse us forthwith upon demand for any expenses or costs incurred in relation to such calls.
Charge or Lending of Securities or Other Investments
We shall not, without your prior written consent or standing authority, deposit any of your Securities or other Investments as security for any loans or advances made to us, or lend or otherwise part with the possession of your Securities or other Investments for any purpose.
Pooling of Securities
You agree that any Securities or other Investments deposited with us by you or purchased by us for your Account(s) may, at our absolute discretion, either be treated as fungible or pooled with the other like investments held by our other clients or specially allocated to your Account. You agree that in the event of any dividends or other distributions or benefits accruing or any losses however arising (including losses resulting from a reduction in the number or amount of Securities or other deliverables available for delivery) being suffered, in connection with any given Securities or other Investments held like with like, your Account shall be credited for such dividends or other distributions or benefits payment made to you or, as the case may be, your Account shall be debited with the proportion of such loss equal to the proportion of the total number of amount of relative Securities or such other Investments which shall comprise Securities or Investments forming part of your Account.
This Client Agreement may be translated into Chinese language but in the event of any conflict arising the English version shall prevail.
In case of any conflict between any terms in Part II General Terms and Conditions and any terms in Part III Additional Terms Applicable to Respective Accounts and Services, the provision of the latter shall prevail.
Time shall in all respects be of the essence in the performance of all your obligations under or in connection with this Client Agreement, in particular for your obligation in providing adequate Collateral to Webull within the prescribed time limit.
Except where Webull is given express written instructions to the contrary, in accordance with the terms of this Client Agreement, it may make payment of any amounts owing to you by crediting the same to the Account, details of which are specified in this Client Agreement. Payment to such Account shall constitute payments to you for all purposes.
All sums payable by you in connection with this Client Agreement shall be exclusive of all taxes, duties or other charges of similar nature. If any tax, duty or other charge of similar nature is required by law to be withheld from such payments, the amount payable by you shall be increased to the extent necessary to ensure that, after the making of any withholding, Webull receives on the due date a net sum equal to what it would have received and retained had no deduction been made.
Any provision in this Client Agreement which is invalid for any reason in any jurisdiction shall be ineffective to the extent of such invalidity and shall be severed from this Client Agreement in that jurisdiction without affecting the validity of the remaining provisions of this Client Agreement in that jurisdiction or affecting validity of such provision in any other jurisdiction.
You hereby declare that you have read this Client Agreement in the language of your choice of English or Chinese and that you understand and agree to be bound by the terms of this Client Agreement.
You hereby irrevocably appoint Webull with full power and authority as your attorney, to the fullest extent permitted by law, to act for and on behalf of you for the purpose of carrying out the provisions of this Client Agreement and taking any action and executing any document or instrument in the name of you or Webull which Webull may deem necessary or desirable to accomplish the purposes of this Client Agreement, including (without limitation), in particular for an Account being a Margin Account:
to execute any transfer or assurance in respect of any of the Collateral;
to perfect Webull ’s title to any of the Collateral;
to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claims for moneys due or to become due under or arising out of any of the Collateral;
to give valid receipts and discharges and to endorse any cheques or other instruments or orders in connection with any of the Collateral; and
generally to file any claims or take any lawful action or institute any proceedings which Webull considers to be necessary or advisable to protect the security created under this Client Agreement.
DISPUTES AND GOVERNING LAW
This Client Agreement and its enforcement shall be governed by the laws of Hong Kong and its provisions shall be continuous, shall cover individually and collectively all Accounts which you may open or re-open with Webull, and shall inure to the benefit of, and bind Webull, Webull's successors and assigns, whether by merger, consolidation or otherwise as well as heirs, executors, administrators, legatees, successors, personal representatives and assigns of you.
Any dispute arising under or in connection with this Client Agreement or any Client Contract is to be settled by arbitration or by court proceedings in Webull's absolute discretion which shall be binding absolutely on you.
Any dispute which, in Webull's discretion, is referred to arbitration shall be settled at the Hong Kong International Arbitration Centre conducted in Hong Kong according to the securities arbitration rules of the Hong Kong International Arbitration Centre. You hereby expressly agree to accept the finding of any such arbitration as absolute and final.
By execution and delivery of this Client Agreement you hereby irrevocably submit to and accept unconditionally the non-exclusive jurisdiction of the courts of Hong Kong. In the event of any legal proceedings being brought in the courts of Hong Kong, this Client Agreement shall in all respects be governed by and construed in accordance with the laws of Hong Kong PROVIDED ALWAYS THAT Webull shall have the right to proceed against you in any other court which has jurisdiction over you or any of your assets and you hereby submit to the non-exclusive jurisdiction of such courts.
PART III – ADDITIONAL TERMS APPLICABLE TO RESPECTIVE ACCOUNTS AND SERVICES
Schedule A – Additional Terms for Margin Account
Application of the Additional Terms
All provisions in these Additional Terms for Margin Account apply to Margin Accounts.
You shall open and maintain one or more Margin Account with Webull subject to Part II the General Terms and Conditions and these Additional Terms for Margin Account and the Additional Terms for Electronic Trading Service (if applicable) and the Additional Terms for New Listing of Securities (if applicable) and Part IV Risk Disclosure Statement.
Unless otherwise agreed by us in writing, any Margin Facility made available by us to you from time to time at your request shall be subject to the following terms and conditions.
The Margin Facility is extended by Webull to you for financing the trading of securities in Margin Account on the Additional Terms for Margin Account and any other terms and conditions which may be indicated by Webull to you from time to time.
Webull is authorized by you to draw on the Margin Facility to settle any amounts due to Webull in respect of purchase of securities and to finance continued holding of securities, the payment of commission, interest and any other expenses incidental to the operation of the Margin Account and any other sums owing to Webull and the Affiliates. The Margin Facility is repayable on demand and Webull may, in its absolute discretion, vary the terms in this Clause 2 or terminate the Margin Facility at any time it thinks fit. Webull is not obliged in any way to provide financial accommodation to you.
You shall provide and maintain adequate Collateral and provide such additional Collateral in the manner and within the time limit specified by Webull for the compliance with the margin requirements set by Webull. Webull in its absolute discretion determines the amount, type and form, manner of delivery, calculation basis of permissible value and timing of the delivery of the required Collateral. Webull may change the margin requirements at any time in its absolute discretion without prior notice to you. Any failure of you in providing the required Collateral in Clause 2.5, constitutes an Event of Default and Webull is entitled to dispose of any of the Collateral without prior notice to you.
The time for provision of Collateral and for payment of margin deposit is of essential importance and if no time is stipulated by Webull in making a demand for Collateral or margin deposit, you are required to comply with such demand within two hours from the time of making such demand (or in a shorter period if so required by Webull). You also agree to pay immediately in full on demand any amount owing under the Margin Facility. All initial and subsequent payments for margin deposits shall be made in cleared funds and in such currency and in such amounts as Webull may in its sole direction require.
Notwithstanding Clauses 2.3 and 2.4, in the event that it is in the sole opinion of Webull that it is impracticable for Webull to make demand on you for additional Collateral pursuant to Clause 2.3, Webull shall be deemed to have made such demand of additional Collateral in such form and amount as Webull may determine and such demand shall become immediately due and payable by you. The aforesaid impracticality may be due to the following (without limitation) rapid changes or development involving prospective changes:
in the local, national or international monetary, financial, economic or political conditions or foreign exchange controls which has resulted or is in the opinion of Webull likely to result in a material or adverse fluctuation in the stock market, currency market, commodities or futures market in Hong Kong and/or overseas; or
which is or may be of a material adverse nature affecting the conditions of you or operations of the Margin Account.
You shall pay interest on the outstanding amount of the Margin Facilities from time to time at such rate and in such manner as determined by Webull from time to time. Interest will accrue on the outstanding amount of the Margin Facilities on daily basis and the accrued interest will be deducted from the Margin Account on a monthly basis and shall be payable at any time upon the demand made by Webull.
If there is a debit balance in any of your Accounts which is a cash account and you hold a Margin Account, interest will be calculated on each debit balance and charged to the Accounts separately.
You shall, upon our demand at any time, repay to us all principal and interest accrued thereon outstanding under the Margin Facility, but nothing in this Clause shall prejudice our rights, powers and remedies under any security document executed in our favor in respect of the Margin Facility.
Repayments of any amount outstanding under the Margin Facility may be made at any time and, subject to availability of funds and the provisions in this Schedule, amounts repaid shall be available for re-drawing.
You, as beneficial owner of the Collateral, hereby charge in favor of Webull in respect of all the Secured Obligations by way of first fixed charge all your right, title, benefits and interests in and to the Collateral including any additional or substituted collateral and all dividends, interest paid or payable, rights, interests, money or other properties accruing or offering at any time by way of redemption, bonus, preference, options or otherwise on or in respect of the Collateral as continuing security for the payment and discharge of the Secured Obligations.
The Charge is a continuing security notwithstanding any intermediate payment, settlement of the Margin Account or satisfaction of whole or any part of Secured Obligations and notwithstanding any closure and subsequent opening of such Margin Account.
Webull is entitled to exercise any voting right or other right in respect of the Collateral for the protection of Webull’s interest in the Collateral and you shall not exercise any right attaching to the Collateral in any manner which, in Webull ’s opinion, may be inconsistent with the obligations under this Client Agreement or prejudicial to Webull’s right in the Collateral.
Whenever there is any Secured Obligations, Webull has the right, without prior notice or consent from you, to dispose of or otherwise deal with any part of the Collateral at its absolute discretion upon such terms and in such manner it thinks fit for settlement of the Secured Obligations to protect its interest, in particular for your failure in meeting any call for Collateral or margin call made by Webull or significant fluctuation in market prices. In event of any deficiency after the sale of Collateral, you shall make good and pay on demand to Webull such deficiency.
You shall pay or reimburse Webull immediately upon demand all costs (including collection expenses and legal costs on a full indemnity basis) and expenses in connection with the enforcement or preservations of any right of Webull under this Client Agreement.
Without prejudice to the generality of the foregoing, neither the Charge nor the amounts thereby secured will be affected in any way by:
any other security, guarantee or indemnity now or hereafter held by Webull or Affiliate(s) in respect of the Secured Obligations;
any variation or amendment to or waiver or release of any security, guarantee or indemnity or other document (including the Charge except to the extent of the relevant variation, amendment, waiver or release);
the enforcement or absence of enforcement or release by Webull or Affiliate(s) of any security, guarantee or indemnity or other document (including the Charge);
any time, indulgence, waiver or consent given to you or any other person whether by Webull or Affiliate(s);
the making or absence of any demand for Collateral or payment of any sum payable under this Client Agreement made on you whether by Webull or any other person;
the insolvency, bankruptcy, death or insanity of you;
any amalgamation, merger or reconstruction that may be effected by Webull with any other person or any sale or transfer of the whole or any part of the undertaking, property or assets of Webull to any other person;
the existence of any claim, set-off or other right which you may have at any time against Webull or any other person;
any arrangement or compromise entered into by Webull with Client or any other person;
the illegality, invalidity or unenforceability of, or any defect in, any provision of any document relating to the Margin Facility or any security, guarantee or indemnity (including the Charge) or any of the rights or obligations of any of the parties under or in connection with any such document or any security, guarantee or indemnity (including the Charge), whether on the ground of ultra vires, not being in the interests of the relevant person or not having been duly authorized, executed or delivered by any person or for any other reason whatsoever;
any agreement, security, guarantee, indemnity, payment or other transaction which is capable of being avoided under or affected by any law relating to bankruptcy, insolvency or winding up or any release, settlement or discharge given or made by you on the faith of any such agreement, security, guarantee, indemnity, payment or other transaction, and any such release, settlement or discharge shall be deemed to be limited accordingly; or
any other thing done or omitted or neglected to be done by Webull or any other person or any other dealing, fact, matter or thing which, but for this provision, might operate to prejudice or affect your liabilities under the terms of this Client Agreement governing the Margin Facility.
Securities in the Account
Clause 30.2 in Part II the General Terms and Conditions shall not be applicable to securities collateral in the Account. Any securities collateral which are held by us for your Account may, at our absolute discretion, be either:
registered in your name or in the name of us or in the name of our associated entity or registered in accordance with the applicable laws of the jurisdiction which your Securities are held; or
deposited in safe custody in a segregated account (which is designated as a trust account or client account by us or our associated entity for the purpose of holding securities collateral of us) or deposited in an account in the name of us or our associated entity (as the case may be) with (i) in relation to those of your Securities that are to be kept in Hong Kong, an authorized financial institution, an approved custodian or another intermediary licensed for dealing in securities, (ii) in relation to those of your Securities that are to be kept in a jurisdiction outside Hong Kong, an institution properly authorized by Applicable Laws and Regulations in such jurisdiction(s) applicable to us to hold such Securities (whether or not such Securities may have the same level of protection as those that are kept in Hong Kong).
You acknowledge that any Securities or other Investments held by us for your Account shall be at your sole risk and we have no obligation to insure you against any kind of risk. We shall not be responsible for any losses, costs, damages, interests and charges arising from or in connection with such engagement or custody under the above arrangement, including without limitation any losses arising from fraud or negligence of the party so engaged.
Standing Authority under Securities and Futures (Client Securities) Rules
Without prejudice to any other right or remedy available to Webull, you hereby agree to give the standing authority to Webull to authorize Webull to deal with the Local Securities Collateral (as defined below) from time to time received or held on your behalf in one or more of the following ways (inter alia), namely to:
apply any of the Local Securities Collateral pursuant to a securities borrowing and lending agreement;
deposit any of Local Securities Collateral with an authorized financial institution as collateral for financial accommodation provided to Webull; or
deposit any of Local Securities Collateral with (i) a recognized clearing house; or (ii) another intermediary licensed or registered for dealing in securities, as collateral for the discharge and satisfaction of Webull's settlement obligations and liabilities.
Such authority shall remain valid for a period of twelve (12) months from the approval date of the opening of the Margin Account unless you give not less than seven (7) Business Days prior written notice to Webull to revoke the same at any time, provided that no such revocation shall be effective if there is any indebtedness in the Margin Account. You understand that this authority shall be deemed to be renewed upon expiry upon the same terms and conditions as specified in the standing authority for twelve (12) months without your written consent if we issue to you a written reminder at least fourteen (14) days prior to the expiry date of this authority, and you do not object to such deemed renewal before such expiry date. Webull will give a written confirmation of the renewal of the standing authority to the client within one week after the date of expiry. If you request for revocation of such standing authority or the standing authority has not been renewed by you whom Webull called upon to do so, Webull reserves the right to terminate this Client Agreement and operations of the Margin Account and then you shall forthwith settle any indebtedness owing to Webull and Affiliate(s).
“Local Securities Collateral” is defined as the securities collateral which are listed or traded on market operated by SEHK or interests in an authorized collective investment scheme (as defined in the SFO) and are received or held in Hong Kong by Webull.
Subject to the provisions of the SFO, you agree that Webull is entitled to retain for its own benefit and not accountable to you for any fee, income, rebate or other benefits resulting from any lending or deposit of the securities of you held in the Account with any third party for any purpose by Webull.
Schedule B – Additional Terms for Electronic Trading Services
Application of the Additional Terms
The provisions in these Additional Terms for Electronic Trading Services apply only to any Account in respect of which you have requested and Webull has agreed to provide with Electronic Trading Services on the terms and conditions of this Client Agreement.
Terms for Electronic Trading Services
When using the Electronic Trading Service, you warrant that you are the only authorized user of your Access Codes and will be responsible for all instructions placed and all Transactions conducted with the use of the Access Codes. You shall be responsible for the confidentiality, security and use of the Access Codes issued to you by Webull. Webull may use authentication technologies in connection with the Electronic Trading Service.
You acknowledge that it may not be possible to change or cancel an instruction given through Electronic Trading Service and agree to exercise caution before placing orders.
Webull may (but not have obligations) monitor and/or record any of your instructions given or orders transacted through the Electronic Trading Service. You agree to accept such recording (or a transcript thereof) as final and conclusive evidence of the contents and nature of the relevant instructions and Transactions and as binding on you
Webull will not be deemed to have received or executed the Instructions from you given through the Electronic Trading Service unless and until you have received the relevant acknowledgement or confirmation in such manner specified by Webull from time to time (including without limitation by posting the status of the Instructions in order journals on the website which is operated by Webull and is freely accessible by you). Webull is also entitled to correct any errors in such acknowledgement or confirmation without incurring any liability in connection therewith.
You shall immediately notify Webull if:
an Instruction has been placed through the Electronic Trading Service and you have not received an instruction number or acknowledgement of receipt of the instruction or of its execution from Webull (whether by hard copy, electronic or verbal means); or
you have received acknowledgement of a Transaction (whether by hard copy, electronic or verbal means) which you did not instruct or you have any suspicion of unauthorized access to the Electronic Trading Service; or
you become aware of or suspicious of any unauthorized disclosure or use of your Access Codes;
or otherwise, Webull or its agents, employees or representatives will not be responsible or liable to you or any other person whose claim may arise through you for any claim with respect to handling, mishandling or loss of Instruction placed through the Electronic Trading Service.
You agree that should Client experience any problems in reaching Webull through the Electronic Trading Service or vice versa, you shall attempt to use an alternative method or device, as Webull may make available, to communicate with Webull to place your orders and to inform Webull of the difficulty you have experienced.
You acknowledge that the Electronic Trading Service, the website operated by Webull, and the software comprised in them, are licensed or proprietary to Webull. You shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer or otherwise alter in any way or gain unauthorized access to, any part of the Electronic Trading Service, the website operated by Webull or any of the software comprised in them.
You acknowledge that you have fully understood the implications of the risks associated with the Electronic Trading Service as set out in the Risk Disclosure Statement but agrees that the benefits of using the Electronic Trading Service outweigh these risks and waive any claim you might have against Webull or any Affiliate(s) arising from:
systemic failures (including hardware and software failures);
Webull’s acceptance of any unauthorized instructions which appear or Webull believes to be from you;
failure, delay, error in, distortion or incompleteness of, transmission, receipt or in the execution of Instructions from you or execution of your Instructions at prices different from those prevailing at the time the instructions were given;
any delay or error in, or distortion or incompleteness of, transmission, receipt or execution of Instructions due to either a breakdown or failure of transmission of communication facilities or unreliable medium of communication (whether or not such communication facility or medium has been provided by us);
your access to the website of Webull or the Electronic Trading Service being limited or unavailable;
failure to or delay in dispatch or delivery of any notice or information provided or requested via the Electronic Trading Service or any inaccuracy, error or omission in or from any such notice or in or from any information contained in any such notice;
Client’s failure to use the Electronic Trading Service in accordance with this Client Agreement or any relevant agreement between Webull and you; and
your reliance, use or otherwise acting upon any information or materials provided via the Electronic Trading Service or the website operated by Webull.
Data Not Guaranteed
Use of Data at Your Risk
You expressly agree that your use of the data and information available through the Services and of any software provided for use in accessing the Services is at your sole risk. Neither we nor our Affiliates, nor any of our respective directors, officers and employees, the agents and the owners and licensors of such software, including any party disseminating data or information (collectively, the “Disseminating Parties”), warrant that the Services will be uninterrupted or error free; nor does any of them make any warranty as to the results that may be obtained from the use of the Services, or as to the timeliness, sequence, accuracy, completeness, reliability or content of any data and information or Transaction provided through us, or with respect to any software provided for use in accessing the Services.
“As Is” Basis
The data and information available through the Services is provided on an “as is”, “as available” basis, without warranties of any kind, either express or implied, including those of merchantability and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction of modification under Applicable Laws and Regulations.
No Disseminating Party shall be liable in any way to you or to any other person for:
any inaccuracy, error or delay in, or omission of, (i) any such data, information or message, or (ii) the transmission or delivery of any such data, information or message; or
any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, in formation or message, due either to any negligent act or omission by any Disseminating Party or to any “force majeure” (such as, without limitation, flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, power failure, equipment, software or communications line failure or malfunction) or any other case beyond the reasonable control of any Disseminating Party.
Schedule C – Additional Terms for New Listing of Securities
Application of the Additional Terms
The provisions in these Additional Terms for New Listing of Securities apply only to any Account in respect of which you have requested Webull to apply on your behalf for securities in new issue for listing on SEHK ( the “Application”) on the terms and conditions of this Client Agreement.
Terms for New Listing of Securities
You authorize Webull to complete such application form as may be required, and represents and warrants to Webull that all representations, warranties, confirmations and undertakings on the part of the applicant contained or incorporated in the application form are true and accurate in respect of you.
You agree to be bound by the terms of the new issue and in particular, you hereby:
warrants and undertakes that the Application shall be the only application made by you or on your behalf for your benefit in respect of the same issue of securities and you shall make no other application in that issue;
authorizes Webull to represent and warrant to SEHK that no other application shall be made or shall be intended to be made by you or for your benefit;
acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in securities and in respect of which you exercise statutory control shall be deemed to be an application made for the benefit of you; and
acknowledges that Webull will rely on the above warranties, undertakings and authorizations in making the Application.
In relation to a bulk application to be made by Webull on behalf of Webull and/or you and/or Webull’s other clients, you acknowledge and agree:
that if such bulk application may be rejected for reasons which are unrelated to you, Webull, in absence of fraud, gross negligence or willful default, shall not be liable to you or any other person in consequence of such rejection; and
to indemnify Webull in accordance with Clause 18.2 of the General Terms and Conditions if such bulk application is rejected because of any breach of representations and warranties or otherwise arising from factors relating to you.
You may at the same time request Webull to provide a loan to finance the Application (the “Loan”), the following provisions shall apply:
Webull has discretion to accept or reject the request for the Loan.
Upon the acceptance of the request for the Loan, the employee or representative of Webull will verbally or in writing confirm the terms of the Loan (“Agreed Loan Terms”) as agreed between Webull and you, which shall be conclusive and binding on you.
Before the provision of the Loan, you shall provide Webull a deposit, which shall form part of the proceeds for the Application, in the amount and within the time in accordance with the Agreed Loan Terms.
Unless contrary to the Agreed Loan Terms:
the Loan amount is the total price of the securities (including applicable charges) applied under the Application less the amount of deposit in Clause 2.4(c); and
you have no right to repay the Loan, in part or full, before the date of repayment in accordance with the Agreed Loan Terms.
The interest rate applicable to the Loan shall be determined under the Agreed Loan Terms.
When Webull receives any refund in respect of the Application, Webull has the right, at its discretion, to apply the same or part of it towards the discharge of the Loan including any interest accrued thereon and/or return the same or the remaining balance (if any) to you , whether before or after the repayment date in accordance with the Agreed Loan Terms.
In consideration for Webull’s granting of the Loan to you, you charge to Webull by way of first fixed charge as a continuing security for the full repayment of the Loan and the accrued interest thereon, all the securities acquired on behalf of you under the Application in respect of which the Loan is provided. You have no right to the possession of the aforesaid securities until the full repayment of the Loan (including interest accrued thereon). You authorize Webull to dispose of the aforesaid charged securities without prior notice to you for discharge of the liabilities owing to Webull under the Loan so long as the Loan (including interest thereon) has not been repaid in full.
Schedule D – Foreign Account Tax Compliance Act and Common Reporting Standard Policy
Application of this policy
All provisions in this policy apply to all types of Accounts. Under the Foreign Account Tax Compliance Act (“FATCA”) and Intergovernmental Agreements between Hong Kong and U.S.A, financial institutions in Hong Kong are required to report certain information of certain clients to the Internal Revenue Service (“IRS”) of U.S. and withhold clients’ U.S. source Fixed, Determinable, Annual, or Periodic income in certain circumstances.
Hong Kong has also passed local legislation to implement the Common Reporting Standard (“CRS”) under which all reporting financial institutions in Hong Kong are required to identify the tax residency of their account holders, and to furnish a return periodically reporting the required information in relation to the reportable accounts to the Inland Revenue Department (“IRD”) of Hong Kong for its transfer to the tax authority of the relevant jurisdiction.
For compliance of the regulatory requirement in relation to FATCA, CRS and other related regulations, Webull has implemented the terms and conditions of this Schedule to govern the relevant rights and obligations between you and us.
You hereby irrevocably authorize us to disclose and/or submit such information provided by you, including without limitations to personal/institutional information, to the competent regulatory or Government Authority in the relevant jurisdiction(s) (including without limitation to IRS, U.S. Department of the Treasury and the IRD) for the purpose of compliance of the requirements under FATCA, CRS and other related laws, regulations, codes and rules.
You further acknowledge that we may not notify you such disclosure or submission as required by the Applicable Laws and Regulations and agrees that it will not require us to make such notification to you before or after the disclosure or submission of the information to the relevant authorities.
Further Assurance for Provision of Information
You undertake that you will promptly provide us such information, including without limitations to the personal/institutional information in the related Account Opening Form and other related application forms designated by us from time to time and the relevant tax forms and self-certification forms completed by you, for the purpose of compliance of the requirements under FATCA, CRS and other related laws, regulations, codes and rules.
You shall ensure that the information provided to us under Clause 3.1 of this Schedule shall always be true, complete and accurate without misleading in all materials aspects.
You further undertake that you will promptly (in any event, within fourteen (14) days) notify us whenever any information provided to us under Clause 3.1 of this Schedule is changed or becomes untrue, incomplete, inaccurate or misleading and provide us the necessary information up-to-date.
Upon our request, you shall immediately provide us such additional or substitute certificates and forms and other documentary evidences, including without limitation to the self-certification, substitute tax forms of expired tax forms (if any), your written nationality statement, certificate of loss of nationality of the United States and privacy waivers,.
You acknowledge and agree that failing to provide us information as required under this Clause 3 will entitle us to change the FATCA or CRS status of your Account based on information available to us, suspend the trading activities under your Account(s), withhold the assets in the your Account(s), close your Account(s) or sell the assets in the Account(s) to produce withholdable payments at our sole and absolute discretion.
You hereby authorize us to withhold any part of or all assets in your Account(s) (in cash or other forms) or sell the assets in the Account(s) to produce withholdable payments if, at our sole and absolute discretion:
You do not provide us with the information or documents requested in a timely manner or if any information or documents provided are not up-to-date, accurate or complete such that we are unable to ensure its ongoing compliance or adherence with the requirements under FATCA;
the FATCA status of you is identified as non-participating foreign financial institutions;
there is no reliable evidence to treat you as exempted from withholding requirement under FATCA or other relevant regulations;
the withholding is required by competent regulatory or Government Authorities in the relevant jurisdiction; or
the withholding is otherwise necessary or appropriate for the compliance of the requirements under FATCA and other Applicable Laws and Regulations.
You hereby agree to hold us and our directors, officers, employees and agents (the “Indemnified Persons”) indemnified against all losses, liabilities, costs, claims, actions, demands or expenses (including but not limited to, all reasonable costs, charges and expenses incurred in disputing or defending any of the foregoing) which the indemnified Persons may incur or which may be made against the Indemnified Persons arising out of, or in relation to or in connection with:
any breach or alleged breach of the terms and conditions hereunder whether by act or omission of you; and
any non-compliance of FATCA, CRS or any other Applicable Laws and Regulations in relation to you and/or your Account(s),
except where such loss or damages arise from willful default, fraud or negligence of the Indemnified Persons.
You undertake to assist us in any proceeding or investigation arising in any matter out of or in connection with the compliance with the requirements under FATCA, CRS and other Applicable Laws and Regulations. In such case, we will notify you when we become aware of such proceedings, unless prohibited by Applicable Laws and Regulations.
If any payment to be made by you to the Indemnified Persons under the clauses hereunder is subject to deduction or withholding tax, the sum payable by you in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Indemnified Persons receive on the due date and retain (free from any liability in respect of such deduction, withholding or payment) a net sum equal to what the Indemnified Persons would have received if no such deduction, withholding or payment been made or required to be made.
You shall continue to be bound by the provisions of this Clause despite of ceasing to be Account(s) holder or the termination of any Account(s).
As a client of Webull (the “Client”), it is necessary from time to time for the Client to supply his/her personal data (“Personal Data”), within the meaning ascribed in the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (the “Privacy Ordinance”) to Webull or Affiliates when opening or maintenance of accounts, or in the establishment, continuation or provision of investment, dealing or related services.
Failure to supply Personal Data may result in Webull being unable to open or maintain accounts or establish, continue or provide investment, dealing or related services.
Personal Data may also be collected in the ordinary course of continuation of the business relationship with Webull and/or Affiliates.
Subject to the provisions of the Privacy Ordinance, any Personal Data may be used for the following purposes:
the daily operation of the services provided to the Client;
conducting credit and/or AML checks;
ensuring ongoing credit worthiness and AML risk level of the Client;
marketing investment, dealing or related services or products (please see further details in paragraph 8 below);
supporting any statements made in any documents in connection with the services of Webull;
assisting other relevant parties, professionals, institutions or relevant regulatory authorities to verify certain facts in connection with the services of Webull;
meeting the requirements to make disclosures under the requirements of any laws and/or regulations binding on Webull;
forming part of the records of the recipient of the data as to the business carried on by it; and
any other purposes relating to or incidental to any of the above.
Webull will keep Personal Data confidential, but Webull may provide Personal Data to the following persons in furtherance of the purposes set in the above paragraph 4:
any agent or third party service provider who provides services to Webull in connection with the operation of its business;
an appropriate person under a duty of confidentiality to Webull including any Affiliate which has undertaken to keep such information confidential;
any person or institution with which the Client has or proposes to have dealings;
credit reference agencies and debt collection agencies (in the event of default payment);
any regulatory authorities or exchanges which relate to or govern any business of Webull and any Affiliate;
any assignee, transferee, delegate, successor or person to whom the account of the Client is transferred and the authorized person of the Client; and
any of Webull’s actual or proposed assignee or participant or sub participant or transferee.
The Personal Data may be transferred to any place outside Hong Kong, whether for the processing, holding or use of such data outside Hong Kong, and also to service providers which offer services to any Affiliate in connection with the operation of its business.
Use of Personal Data in Direct Marketing
Webull intends to use your Personal Data in direct marketing and we require your consent (which includes an indication of no objection) before we can use your Personal Data for this purpose. Your provision for this purpose is voluntary. In this connection, please note that:
your name, contact details, products and services portfolio information, transaction pattern and behavior, financial background and demographic data held by Webull from time to time (“Marketing Personal Data”) may be used by Webull in direct marketing.
the following classes of services, products and subjects may be marketed:
financial, insurance, securities, commodities, investment and related services and products and facilities;
reward, loyalty or privileges programmes in relation to the class of marketing subjects as referred to in paragraph 8.b.i above;
services and products offered by Webull’s co-branding partners (the names of such co-branding partners can be found in the application form(s) for the relevant services and products, as the case may be) in relation to the class of marketing subjects as referred to in paragraph 8.b.i above; and
donations and contributions for charitable and/or non-profit marking purposes;
the above services, products and subjects may be provided or (in the case of donations and contributions) solicited by Webull and/or:
third party financial institutions, insurers, securities, commodities and investment services providers;
third party reward, loyalty, co-branding or privileges programme providers;
co-branding partners of Webull (the names of such co-branding partners can be found in the application form(s) for the relevant services and products, as the case may be); and
charitable or non-profit making organization;
In addition to marketing the above services, products and subjects itself, Webull also intends to provide the Personal Data described in paragraph 8.a above, whether such provision is for gain or not, to all or any of the persons described in paragraph 8.c above for use by them in marketing those services, products and subjects described in paragraph 8.b above (in respect of which Webull may or may not be remunerated), and Webull requires your written consent (which includes an indication of no objection) for those purposes;
Webull may not use your Marketing Personal Data for direct marketing without your consent. Please indicate your consent when signing Account Opening Form or similar document.
If you give your consent but subsequently change your mind and no longer wish Webull to use or provide to other persons your Marketing Personal Data for use in direct marketing as described above, you may exercise your opt-out right by notifying Webull in writing addressed to the Data Protection Officer in paragraph 11 of this policy.Please note however that the right to make such a request is not applicable to you if the direct marketing is addressed to you in your capacity as a representative of a company or business and is not sent to you in your individual or personal capacity.
Processing of Personal Data as part of the Stock Connect Northbound Trading
You acknowledge and agree that in providing our Stock Connect Northbound Trading Service to you, we will be required to:
tag each of your orders submitted to the CSC with a Broker-to-Client Assigned Number ("BCAN") that is unique to you or the BCAN that is assigned to your joint account with us, as appropriate; and
provide to the Exchange your assigned BCAN and such identification information (“Client Identification Data” or “CID”) relating to you as the Exchange may request from time to time under the Rules of the Exchange.
Without limitation to any notification we have given you or consent we have obtained from you in respect of the processing of your personal data in connection with your account and our services to you, you acknowledge and agree that we may collect, store, use, disclose and transfer personal data relating to you as required as part of our Stock Connect Northbound Trading Service, including as follows:
to disclose and transfer your BCAN and CID to the Exchange and the relevant SEHK Subsidiaries from time to time, including by indicating your BCAN when inputting a China Connect Order into the CSC, which will be further routed to the relevant China Connect Market Operator on a real-time basis;
to allow each of the Exchange and the relevant SEHK Subsidiaries to: (i) collect, use and store your BCAN, CID and any consolidated, validated and mapped BCANs and CID information provided by the relevant China Connect Clearing House (in the case of storage, by any of them or via HKEX) for market surveillance and monitoring purposes and enforcement of the Rules of the Exchange; (ii) transfer such information to the relevant China Connect Market Operator (directly or through the relevant China Connect Clearing House) from time to time for the purposes set out in (c) and (d) below; and (iii) disclose such information to the relevant regulators and law enforcement agencies in Hong Kong so as to facilitate the performance of their statutory functions with respect to the Hong Kong financial markets;
to allow the relevant China Connect Clearing House to: (i) collect, use and store your BCAN and CID to facilitate the consolidation and validation of BCANs and CID and the mapping of BCANs and CID with its investor identification database, and provide such consolidated, validated and mapped BCANs and CID information to the relevant China Connect Market Operator, the Exchange and the relevant SEHK Subsidiary; (ii) use your BCAN and CID for the performance of its regulatory functions of securities account management; and (iii) disclose such information to the Mainland regulatory authorities and law enforcement agencies having jurisdiction over it so as to facilitate the performance of their regulatory, surveillance and enforcement functions with respect to the Mainland financial markets; and
to allow the relevant China Connect Market Operator to: (i) collect, use and store your BCAN and CID to facilitate their surveillance and monitoring of securities trading on the relevant China Connect Market through the use of the China Connect Service and enforcement of the rules of the relevant China Connect Market Operator; and (ii) disclose such information to the Mainland regulatory authorities and law enforcement agencies so as to facilitate the performance of their regulatory, surveillance and enforcement functions with respect to the Mainland financial markets.
By instructing us in respect of any transaction relating to China Connect Securities, you acknowledge and agree that we may use your personal data for the purposes of complying with the requirements of the Exchange and its rules as in force from time to time in connection with the Stock Connect Northbound Trading. You also acknowledge that despite any subsequent purported withdrawal of consent by you, your personal data may continue to be stored, used, disclosed, transferred and otherwise processed for the above purposes, whether before or after such purported withdrawal of consent.
Consequences of failing to provide Personal Data or Consent
Failure to provide us with your personal data or consent as described above may mean that we will not, or no longer be able, as the case may be, to carry out your trading instructions or provide you with our Stock Connect Northbound Trading Service.
Personal Information Collection Statement under Hong Kong Investor Identification Regime (HKIDR) and Over-the-counter Securities Transactions Reporting Regime (OTCR)
The Client acknowledges and agrees that Webull may collect, store, process, use, disclose and transfer personal data relating to the Client (including the Client’s CID and BCAN(s)) as required for Webull to provide services to the Client in relation to securities listed or traded on the Stock Exchange of Hong Kong (SEHK) and for complying with the rules and requirements of SEHK and the Securities and Futures Commission (SFC) in effect from time to time. Without limiting the foregoing, this includes:
disclosing and transferring the Client’s personal data (including CID and BCAN(s)) to SEHK and/or the SFC in accordance with the rules and requirements of SEHK and the SFC in effect from time to time;
allowing SEHK to: (i) collect, store, process and use the Client’s personal data (including CID and BCAN(s)) for market surveillance and monitoring purposes and enforcement of the Rules of the Exchange of SEHK; and (ii) disclose and transfer such information to the relevant regulators and law enforcement agencies in Hong Kong (including, but not limited to, the SFC) so as to facilitate the performance of their statutory functions with respect to the Hong Kong financial markets; and (iii) use such information for conducting analysis for the purposes of market oversight;
allowing the SFC to: (i) collect, store, process and use the Client’s personal data (including CID and BCAN(s)) for the performance of its statutory functions including monitoring, surveillance and enforcement functions with respect to the Hong Kong financial markets; and (ii) disclose and transfer such information to relevant regulators and law enforcement agencies in Hong Kong in accordance with applicable laws or regulatory requirements; and
providing BCAN to Hong Kong Securities Clearing Company Limited (HKSCC) allowing HKSCC to: (i) retrieve from SEHK (which is allowed to disclose and transfer to HKSCC), process and store the Client’s CID and transfer the Client’s CID to the issuer’s share registrar to enable HKSCC and/ or the issuer’s share registrar to verify that the Client has not made any duplicate applications for the relevant share subscription and to facilitate IPO balloting and IPO settlement; and (ii) process and store the Client’s CID and transfer the Client’s CID to the issuer, the issuer’s share registrar, the SFC, SEHK and any other party involved in the IPO for the purposes of processing the Client’s application for the relevant share subscription or any other purpose set out in the IPO issuer’s prospectus.
The Client also agrees that despite any subsequent purported withdrawal of consent by the Client, the Client’s personal data may continue to be stored, processed, used, disclosed or transferred for the above purposes after such purported withdrawal of consent.
Failure to provide Webull with the Client’s personal data or consent as described above may mean that Webull will not, or will no longer be able to, as the case may be, carry out the Client’s trading instructions or provide the Client with securities related services (other than to sell, transfer out or withdraw the Client’s existing holdings of securities, if any).
In accordance with the terms of the Privacy Ordinance, any individual has the right to:
check whether Webull holds data about him/her and access to such data;
require Webull to correct any data relating to him/her which is inaccurate;
ascertain Webull’s policies and practices in relation to data and be informed of the kind of personal data held by Webull; and
in relation to customer credit, request to be informed which items of Personal Data are routinely disclosed to credit reference agencies or debt collection agencies and be provided with further information to enable the making of an access and correction request to the relevant credit reference agency or debt collection agency.
In accordance with the Privacy Ordinance, Webull has the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data (when client considers that his/her Personal Data, supplied by the Webull following a data access request, are inaccurate) or for information regarding policies and practices and kinds of data held or for exercising your opt out right relating to direct marketing should be addressed as follows: Suites 2509-12, 25/F, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong.