Terms and Statements for subscription of Hong Kong International Airport Retail Bonds

These Terms and Statements constitute terms of a valid contract between Futu Securities International (Hong Kong) Limited. (the “Company” or “Futu Securities”) and its client (“you” or “Investor” or “Client”) in relation to the Hong Kong International Airport Retail Bonds (the “Bonds”) to be issued by the Airport Authority Hong Kong (“Airport Authority”). By giving confirmation on the APP page or otherwise accepting these Terms and Statements, you reach an agreement with Futu Securities and you agree to all content herein, as well as various rules, page notifications, operation procedures, announcements, and notices that have been or will be released in relation hereto (these “Terms and Statements”). Other capitalised terms used but not defined herein shall have the same meanings as those defined in the relevant offering memorandum issued by the Airport Authority in relation to the Bonds ("Offering Memorandum").

Before accepting these Terms and Statements, please read its entire contents carefully. If you do not agree to any content herein or fail to understand Futu Securities' interpretation of these rules accurately, please do not proceed. By using the services hereunder, you agree to abide by the requirements of these Terms and Statements, as well as of various rules, page notifications, operation procedures, announcements, and notices. These Terms and Statements supplement, and should be read in conjunction with, the terms of the Client Agreement and any other terms and conditions applicable to the Company's provision of its services (as may be amended from time to time). The terms and conditions set out therein form an integral part of these Terms and Statements.

Futu Securities hereby represents and agrees that it has not offered or sold and will not offer or sell, any Retail Bonds, and that it has not distributed, and will not distribute, the Offering Memorandum, any application form or any offering or publicity material relating to the Retail Bonds, outside Hong Kong.

You understand and agree to be bound by: (a) the terms and conditions prescribed in the Offering Memorandum (including the Personal Information Collection Statement and the Retail Investor Applicant Confirmations (the below (A) Confirmation you have to make); and (b) such other terms and conditions that the Company may impose on you from time to time.

(A) Confirmations you have to make

By applying for this Bonds, you make these confirmations to the Airport Authority and Futu Securities. You understand that the Airport Authority WOULD NOT otherwise issue you the Bonds for which you are applying. 

1. you agree to accept the Bonds applied for, or any lesser amount allocated to you;

2. you understand that no certificates of title will be available for your Bonds, that the Bonds are in
book-entry form only and that you acquire no direct rights against the Airport Authority in respect of your Bonds;

3. you agree that if you are not allocated any Bonds or if the Bonds you have applied for are not issued to you in full for any reason, the whole or an appropriate portion of the application monies will be refunded to you without interest and at your own risk and that all interest which may have accrued between the date of your application and the date of such refund will be retained for the benefit of the holder(s) of the account(s) to which such amounts have been credited (being such of the Airport
Authority and Futu Securities). You can consult Futu Securities for the details of how we will refund to you any application monies and/or brokerage fee or other fee. Please see further the paragraph entitled “What happens if I am owed a refund for any application monies and/or handling fee or brokerage fee?” in the Offering Memorandum;

4. you understand that the Bonds will be held through the Central Moneymarkets Unit Service (the “CMU”), a debt securities custodian, clearing and settlement system operated by the Hong Kong Monetary Authority (the “HKMA”), which means that: 

(i) you will have to rely on Hong Kong Securities Clearing Company Limited (“HKSCC”) to credit the designated bank account of Futu Securities with interest and principal payments credited to HKSCC’s settlement account, and you will also have to rely on HKSCC to distribute to Futu Securities notices which HKSCC receives from the Airport Authority and to prove your securities broker’s holding in the Bonds; and

(ii) you will have to rely on Futu Securities to credit the account you hold with it with interest and principal payments credited by HKSCC to its designated bank account, and you will also have to rely on Futu Securities to distribute notices to you which it receives from HKSCC and to prove your holding in your Bonds. 

In this paragraph (4), “settlement account” means, in relation to in relation to HKSCC, the account maintained by its designated correspondent bank with the HKMA for the purpose of settling, inter alia, interbank payments;

5. you have obtained an electronic version of this Offering Memorandum, have read and understood the Offering Memorandum and have relied on no other information or material in a pplying for the Bonds; 

6. you understand and agree that the Airport Authority accepts no responsibility for the provision of
brokerage, custody, banking (including internet, telephone and mobile banking service) or any other
services by any placing bank, HKSCC or securities broker or for any consequences of, or any losses arising from the use of, any bank account, securities or investment account, custody account or brokerage, custody, banking or any other services of any placing bank, HKSCC or securities broker; 

7. you have not made more than one application for the Bonds in accordance with the paragraph entitle“Can I make multiple applications for the Bonds?” in the Offering Memorandum; 

8. you hold a valid Hong Kong identity card or, if you are making an application using a joint account,
either you or one of your joint account holder(s) hold(s) a valid Hong Kong identity card;

9. you are in Hong Kong China when you make the application and you are not located within the United States or Canada and are not a U.S. Person within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (which includes any person resident in the United States and any partnership or corporation organised or incorporated under the laws of the United States) or a resident of Canada; and you are not acting as an agent of a U.S. Person or a resident of Canada; and

10. you agree to the personal information collection statement in the section entitled “Personal Information Collection Statement” below.

(B) Statements

1. Only customers having a securities account or custody account with Futu Securities will be qualified to give instructions to Futu via this platform.

2. The Airport Authority will only publish an electronic version of the Offering Memorandum and the electronic version of the Offering Memorandum is available on the webpage of the Airport Authority at the website and the webpage of the Hong Kong Stock Exchange at the website.

3. Information on this platform is only for reference and does not form part of the Offering Memorandum. Please refer to the Offering Memorandum.

(C) Other Terms and Confirmations

I confirm that I understand and agree to all the risks as stated in the Offering Memorandum as well as the following risks:

1. The Bonds are not equivalent to a time deposit but is a type of investment product, and all investments carry risks; 

2. When the Bonds are being traded in the secondary market, interest due from the last interest payment date to the settlement date, or in the case of a transaction that is settled before the first interest payment date, from the issue date to the settlement date, is normally paid to the bond seller from the bond buyer. The amount of interest to be paid is calculated in the same manner as an interest payment;

3. All early redemption instructions can only be issued through Futu Securities, and redemption must be carried out according to the application documents and within the time specified by Futu Securities;

4. The issuer’s distribution of interest on the Bonds must be conducted according to the designated interest payment date and the relevant interest determination date;

5. The performance of the Bond is subject to the issuer's actual operations, anticipated settings, borrowing capacity, and other factors. The bond issuer may default on the debt, and in extreme cases, the bondholder may not be able to recover the principal and interest on the bond;

6. If you are allocated the Bonds of which the amount exceeds the available cash withdrawable in your account, you agree that you shall apply to Futu Securities for margin financing facilities for the shortfall. If this causes your account to be in a “Margin Call” state, Futu Securities may exercise its right to execute forced redemption. You shall be solely liable for all costs, charges and losses arising from all margin calls;
 
7. Other risks that have not been covered herein but have been mentioned in the Offering Memorandum, and Futu Securities' website (click here) and Futu APP.

8. Futu Securities will debit the application amount (inclusive of the application fee, brokerage fee and all other applicable charges) from the designated account. I understand and agree that Futu Securities may at its discretion and without reference to me determine whether to carry out my instructions given herein if such designated account does not have sufficient available fund(s). Any costs, charges and losses incurred as a result thereof shall be borne by me.

9. I understand that Futu Securities has the discretion to hold the relevant application amount (inclusive of the application fee, brokerage fee and all other applicable charges) in the designated account from the date of the application until the relevant application amount has been debited from the designated account on or before the closing date of the subscription period or upon being notified that the above instruction cannot be carried out for whatever reason.

10. I acknowledge that this application will require the use of my personal information, which may be provided by me in the application page and/or from the data records previously stored in the Futu Securities' system. I confirm that all the above data is my personal information and is owned by me as the account holder. For details, please refer to Futu Securities’ “Privacy Policy and Personal Information Collection Statement” (click here)

(D) Fees and Interest:

1. For the application fee for the Bonds, please refer to the application page and/or other relevant pages to which you will be directed by Futu Securities;

2. If you apply for the Bonds by borrowing money from Futu, interest will be settled monthly at the margin rate applicable to your margin account. For the fee deduction date and the total amount, please refer to your statements; and

3. In the event of delays in the announcement of the Bonds or in allocation results or other circumstances not attributable to Futu Securities, application fees and margin interest will not be refunded.

(E) Announcement of Application Results and Refund:

1. For application results, please refer to your daily statement issued by Futu Securities on the date of announcement. If the Bonds are issued as scheduled and you are allocated, you can see your bond positions in the Futu APP on the date of announcement.

2. If you are partly allocated, the principal of the unallocated part will be returned to your account on the date of announcement. 

(F) Personal Information Collection Statement:

This Personal Information Collection Statement is made in accordance with the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (the “PDPO”). It sets out the purposes for which your personal data (as defined in the PDPO) provided by you as an applicant for the Bonds may be used after collection as well as what you are agreeing to in respect of the use, disclosure, transfer and retention of your personal data by the Airport Authority as the issuer of the Bonds and your rights under the PDPO. 

PURPOSES OF COLLECTION OF PERSONAL DATA 

It is necessary for you as an applicant for the Bonds, when applying for the Bonds, to provide your personal data (including, but not limited to, your name, your securities/investment/custody account number, your Hong Kong identity card number and contact telephone number) to the Airport Authority and any agents or parties duly authorised by it in connection with the issuance of the Bonds. 

Failure to provide your personal data may result in your application for the Bonds being rejected or delayed, an inability to process your application. It may also result in delay to the allocation of the Bonds to you if your application is successful or to any refund being made to you if you are owed a partial or full refund of your application monies. 

It is important that you inform us and the person or party to whom you provided your personal data immediately upon becoming aware of any inaccuracy in or change to your personal data so provided. 

Your personal data provided in your application for the Bonds will be used for one or more of the following purposes: 

(a) processing your application; 
(b) verifying the validity of your application; 
(c) enabling compliance with the terms and application procedures set out in the relevant application form and this Offering Memorandum; 
(d) conducting identity and signature verifications; 
(e) enabling exchange of information directly or indirectly between the Airport Authority as the issuer of the Bonds and you; 
(f) statistical purposes; 
(g) enabling compliance with all applicable laws, rules and regulations, codes and practices binding on or applicable to the Airport Authority or any agents or parties duly authorised by it in connection with the issuance of the Bonds, or an order of a court of any competent jurisdiction (including making required disclosures); 
(h) obtaining legal advice and/or establishing, exercising or defending legal rights of the Airport Authority or any agents or parties duly authorised by it in connection with the issuance of the Bonds; 
(i) any other incidental or associated purposes relating to any of the above purposes; and 
(j) any other purposes in connection with the issuance of the Bonds as permitted by law. 

Your personal data may be retained for the above purposes for such periods as are reasonably necessary (including after you cease to hold any Bonds). 

TRANSFER OF PERSONAL DATA 

Your personal data will be kept confidential but may, for any of the above purposes, be disclosed or transferred to any of the following parties (whether within or outside Hong Kong): 

(a) the Airport Authority, HKSCC, HKMA as the operator of the CMU, the placing banks and the designated securities brokers; 
(b) any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment, data processing, matching, storage, research, statistical or other services to the Airport Authority for the purposes mentioned above, or to any of the parties mentioned in (a) above in connection with the operation of such party’s activity or business for purposes relating to the Bonds;
(c) any government or regulatory bodies; 
(d) any legal adviser, accountant, or other financial or professional adviser to the Airport Authority; and 
(e) any other persons with whom, or institutions with which, you as an investor of the Bonds have or propose to have dealings for purposes relating to your Bonds, including but without limitation your bankers, legal advisers, accountants, securities brokers or other professional advisers. 

ACCESS TO AND CORRECTION OF PERSONAL DATA 

Under the PDPO, you have: 
(a) the right to check whether the Airport Authority and/or any of the agents or parties duly authorised by it in connection with the Bonds issuance holds personal data about you and the right of access to such personal data; 
(b) the right to require the Airport Authority and/or any of the agents or parties duly authorised by it in connection with the Bonds issuance to correct any personal data relating to you which is inaccurate; and 
(c) the right, as far as practicable, to ascertain the policies and practices of the Airport Authority and/or any of the agents or parties duly authorised by it in connection with the Bonds issuance in relation to personal data for purposes relating to the Bonds. 

In accordance with the PDPO, the Airport Authority and/or any of the agents or parties duly authorised by it in connection with the Bonds issuance have the right to charge a reasonable fee for the processing of any data access request. All requests for access to or correction of personal data held by the Airport Authority and/or any of the agents or parties duly authorised by it in connection with the Bonds issuance, or for information regarding the policies and practices of such parties in relation to the personal data for purposes relating to the Bonds, should be addressed to: 

Airport Authority 
HKIA Tower, 1 Sky Plaza Road 
Hong Kong International Airport 
Lantau, Hong Kong 
Attention: General Personal Data Officer

If there is any inconsistency between the Chinese version and the English version of these Statements and Rules, the English version shall prevail.