Marketing Material Guidelines and Compliance FAQ
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Question
Answer
Our firm is an overseas management company,
managing schemes authorized by the SFC.
However, our firm is not licensed or registered
for Type 1, Type 4 or Type 6 regulated activity in
Hong Kong. How can we make use of the
exemption under s103(2)(a) of the SFO and
issue advertisements without seeking prior
authorization?
Are advertisements issued solely to professional
investors required to comply with the Product
Codes and the Advertising Guidelines?
Can records of advertisements and their
relevant supporting documents be kept in
electronic form?
Is it required to keep record of every issue of a
("APIF"), which may be constituted in the form of unit trusts, mutual funds or insurance
policies. Such APIF may use the exemption under s103(2)(a) if they are constituted in the
form of unit trusts or mutual funds, but they may not use it if they are constituted in the form of
insurance policies.
Another relevant exemption available under $103 of the SFO refers to the issue of any
advertisement made in respect of interests in any scheme which are to be disposed of only to
professional investors (s103(3)(k)).
The issue of advertisements of an authorized scheme managed by an overseas management
company may benefit from the exemption under $103(2)(a) of the SFO if it is made by a
representative or distributor who is licensed or registered for Type 1, Type 4 or Type 6
regulated activity. Such representative or distributor should take responsibility for the
advertisements it issues.
As a matter of policy, the SFC will not seek to require those advertisements and other
invitations of authorized schemes issued solely to professional investors, as defined under
Schedule 1 of the SFO and the Securities and Futures (Professional Investor) Rules, to
strictly comply with the Product Codes or the Advertising Guidelines.
However, advertisement issuers should take note of s107 and s108 of the SFO which
stipulates that a person commits an offence and incurs civil liability if he makes any fraudulent
or reckless misrepresentation in the course of offering a product.
Licensed and registered persons are also reminded to observe the Code of Conduct for
Persons Licensed by or Registered with the Securities and Futures Commission at all times
when they are carrying on their regulated activities.
Records of advertisements may be kept in their actual form by way of a copy of the final
proof. Such copy, which may be in paper form (hard copy) or electronic format (soft copy),
should enable the issuer to reproduce the actual advertisement in the same form and content
if necessary.
Yes, records of all issues should be kept.
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