Compliance Manual

Compliance manual for a regulated financial institution or an investment fund.

This Manual sets out the major compliance areas and issues which all employees must be familiar with under the relevant legislative or other regulatory requirements. This Manual does not describe all the requirements in full details. Employees are recommended to refer to the relevant Laws, Regulations, Codes and Guidelines for details or consult the Compliance Department whenever in doubt. For the purposes of this Manual, the term “employee” means any of the permanent and temporary employees, consultants, contractors and other staff members assigned or seconded to the financial institution.

This Manual applies to all activities of the financial institution. While the scope of this Manual focuses on laws, rules and regulations, staff should also be reminded to observe any laws, rules and regulations of foreign jurisdictions that may apply to their activities. These may include, as relevant, laws and regulations applicable to marketing clients in foreign jurisdictions, dealing on overseas markets and the place where a transaction is booked.

1.2 Core Compliance Principles

In the daily course of business activities employees should keep the following core compliance principles in mind:

Honesty and Fairness: In conducting its business activities, employee should act honestly, fairly and in the best interests of its clients and the integrity of the market.

Diligence: Always act with due skills, care and diligence in your daily business activities.

Capabilities: The firm should have and employ effectively the resources and procedures which are needed for the proper performance of its business activities.

Know Your Client: Ensure you have all the necessary information and/or documentation with regard to your client to comply with all relevant laws and regulations, and to better serve the client’s needs.

Information for clients: The Firm should make adequate disclosure of relevant material information in its dealings with its clients.

Confidentiality: Safeguard any sensitive information of which you have knowledge, and use only when appropriate.

Conflicts of Interest: Effectively manage business conflicts and avoid any personal conflicts in the course of your daily work. Employees should at all times avoid any actual or potential personal conflicts of interest with the Firm’s clients.

Abuse of Position: Employees have an obligation of loyalty towards the Firm, therefore, under no circumstances should they use their professional position directly or indirectly for personal purposes by taking unfair advantage of any confidential or inside information or by profiting in any other way from their professional position.

Outside interests: Employees must give prior notice of any paid activity outside the Firm in which they may wish to engage.

Transactions Involving Employees: Any business transaction between the Employees and the Firm may not be handled by the Employees involved. Such transaction must be handled by another independent properly authorised Employees.

Front-Running: Front-running which involves taking advantage of privileged information to benefit the individual staff or particular clients at the expense of other clients, the Firm or other market participants is a prohibited practice in the Firm. In taking an order, Employees must avoid treating a client’s interest as subordinate to those of their own or of the Firm itself. Client order information must not be used for proprietary trading for the Firm or for the Employees involved.

Compliance: You must be aware of, understand and comply with all laws and regulation applicable to you and your business in order to promote the best interest of your clients and the integrity of the market.

Client assets: Client assets must be promptly and properly accounted for. Where the Firm or a third party on behalf of the Firm is in physical possession of client assets, the Firm is required to ensure that client assets are held separately from the assets of other clients and the Firm’s own assets and are adequately safeguarded.

Misconduct: Report misconduct and resolve any compliance issues quickly and appropriately.

Responsibility of Senior Management: Senior Management should bear primary responsibility for ensuring the maintenance of appropriate standards of conduct and adherence to proper procedures by the Firm.

Compliance with Laws and Regulatory Requirements

All business lines must comply with all laws and regulatory requirements applicable to the conduct of their business activities so as to promote the best interests of clients and the integrity of the market.

Transactions which Circumvent the Rules and Regulations

It is the policy of the Firm not to engage in any transaction of which the sole or main purpose is to circumvent particular rules and regulations (e.g. Exchange Listing Rules, Securities and Futures Law,) Each transaction must have a commercial purpose.

How to use this Document?

This document should be carefully read by the respective financial institutions.

This template may be used upon the Compliance manual for a regulated financial institution or an investment fund.

This is in accordance with SFC and HKMA regulations.