SFC - Fund Manager Code of Conduct (2003-04)
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金融专业名词翻译(一)一级市场primary market一致行动acting in concert一般性授权general mandate一般谘询及支援工作小组General Advisory and Support Working Team 一般豁免general waiver; blanket waiver一般权证plain vanilla warrant一线多机multiple-work stations一篮子指数买卖盘index basket order一篮子货币basket of currencies; currency basket一篮子备兑证;一篮子权证basket warrant九龙证券交易所The Kowloon Stock Exchange金融专业名词翻译(二)上下限协议ceiling-floor agreement上市listing; flotation上市(复核)委员会Listing (Review) Committee上市上诉委员会Listing Appeals Committee《上市公司董事指引》Guide for Directors of Listed Companies《上市公司董事进行证券交易的标准守则》Model Code for Securities Transactions by Directors of Listed Issuers上市公司资料库Primary Market Database上市事宜谅解备忘录补篇(附件一) First Supplement to the Addendum to Memorandum of Understanding Governing Listing Matters上市事宜谅解备忘录补篇(重订版) Amended and Restated Addendum to Memorandum of Understanding Governing Listing Matters上市协议Listing Agreement上市委员会Listing Committee上市法团listed corporation上市后的收购活动post-listing acquisition上市规则listing rules上市开放式基金listed open-end fund (LOF)上市发行人listed issuer上市证券listed securities上市证券变动之月报Monthly Return on Movement of Listed Securities上海市期货同业公会Shanghai Municipal Futures Industry Association金融专业名词翻译(三)上海联合产权交易所Shanghai United Assets and Equity Exchange 上海证券中央登记结算公司Shanghai Securities Central Clearing and Registration Corporation上海证券交易所Shanghai Stock Exchange上诉委员会(证监会) Appeals Panel (SFC)下一交收日到期/逾期数额报告(中央结算系统) Next Settlement Day Due/Overdue Position Report (CCASS)下载download口头竞价/ 口头唱价(公开喊价) auction (=open outcry)大手交易block trade大手交易机制;大手交易设施Block Trade Facility; Block Trading Facility (BTF)大利市Teletext大利市版页Teletext page大利市资讯服务Teletext Information Service大利市网络供应商费用Teletext carrier charge大利市影像广播服务Teletext video broadcast service大批登记服务bulk registration service金融专业名词翻译(四)大宗交易block trade大股东substantial share holder; major share holder大型股large cap stock大量户口转移指示Mass Account Transfer Instruction (MassATI)大量开盘mass quote大额未平仓合约large open position大额股票(中央结算系统)jumbo certificate(CCASS)大额持仓汇报协议Large Exposure Report Agreement大额买卖盘block order小型恒生指数期货合约Mini-HSI Futures小型恒生指数期权合约Mini-HSI Options已交收数额报告(中央结算系统)Settled Position Report(CCASS)已停业公司dormant company已终止经营之业务discontinued operations已发行股份/股本/股票issued shares;outstanding stock“已划分的买卖”制度(中央结算系统) isolated trades system(CCASS) 金融专业名词翻译(五)“不公平损害”补救"unfair prejudice" remedy不公平竞争uneven playing field不可抗力force majeure不定额供款variable contribution不活跃公司dormant company不派息欧式认沽期权non-dividend paying European put option不派息欧式认购期权non-dividend paying European call option不限量发行tap issue不记名式国库券(中国内地) Bearer Treasury (Mainland China)不记名证券bearer securities不停电电源装置;不间断电源装置uninterrupted power supply (ups) 不动盘inactive order不当行为misconduct中小企业板块(深圳证券交易所) SME Board (Shenzhen Stock Exchange)中介人财务规管制度工作小组Working Group on Review of Financial Regulatory Framework for Intermediaries金融专业名词翻译(六)中介控股公司intermediate holding company中介现象intermediation中介机构/团体intermediary中午资料传送服务Mid-day Data File Transfer Service中文资讯系统Chinese News System中外合资企业Sino-foreign equity joint venture中央代理人central nominee中央交易纪录central transaction log中央存管处central depository中央股份借贷系统centralised borrowing and lending system中央国债登记结算有限责任公司(中央国债登记结算公司)China Government Securities Depository Trust& Clearing Co.Ltd.(CDC) 中央控制工作站controller workstation中央结算及交收系统(中央结算系统)Central Clearing and Settlement System(CCASS)《中央结算系统一般规则》General Rules of CCASS中央结算系统互联网系统CCASS Internet System中央结算系统保证基金CCASS Guarantee Fund中央结算系统强制证券借贷服务Compulsory Stock Borrowing and Lending Service in CCASS中央结算系统参与者及指定银行名录CCASS Participant & Designated Bank List中央结算系统参与者保荐户口CCASS Participant Sponsored Account中央结算系统登记册CCASS Register金融专业名词翻译(七)《中央结算系统运作程序规则》CCASS Operational Procedures中央结算系统证券存管处CCASS Depository中央结算对手central counter party(CCP)中央买卖盘纪录central orderbook中央证券存管处国际会议Conference of Central Securities Depositories(CCSD)中位价期权middle-price doption中型股mid-cap stock中国人民银行People's Bank of China(PBOC)中国内地发行人PRC issuer《中国公司在香港上市指南》(刊物) Listing Chinese Companies in HongKong(publication)中国存托凭证China depository receipt(CDR)中国投资发展促进会China Association for the Promotion of Investment(CAPI)中国保险监督管理委员会(中国保监会)China Insurance Regulatory Commission(CIRC)中国国际经济贸易仲裁委员会China International Economic and Trade Arbitration Commission中国注册会计师协会Chinese Institute of Certified Public Accountants(CICPA)中国会计学会Accounting Society of China(ASC)中国证券市场网页China Stock Markets Web中国预托证券China depository receipt(CDR)中国银行业监督管理委员会(中国银监会) China Banking Regulatory Commission (CBRC)中国证券登记结算有限责任公司(中国结算公司)China Securities Depository & Clearing Corporation Limited(CSDCC)中国证券业协会The Securities Association of China(SAC)中国证券业协会基金公会The Chinese Association of Securities Investment Funds(CASIF)中国证券业协会证券分析师专业委员会Securities Analysts Association of China(SAAC)中国证券监督管理委员会(中国证监会)China Securities Regulatory Commission(CSRC)金融专业名词翻译(八)《公司(上市公司的财务摘要报告)规例》Companies(Summary Financial Reports of Listed Companies)Regulation公司户口house account;principal account公司交易板(英国) Company Bulletin Board(UK)公司交易所参与者Corporate Exchange Participant《公司收购及合并守则》Code on Takeovers and Mergers公司投资者户口Corporate Invest or Account公司治理corporate governance公司法改革常务委员会Standing Committee on Company Law Reform公司仓house position;firm position公司专用户口proprietary account公司通讯corporate communication公司通讯工作小组Working Group on Corporate Communications 公司注册处Companies Registry公司注册处处长Registrar of Companies公司注册证书certificate of incorporation公司董事学会(英国) Institute of Directors(IoD)(UK)公司盘firm order《公司购回本身股份守则》Code on Share Repurchases公布系统public address system公平市值fair market value金融专业名词翻译(九)公平竞争level playing field(cfunevenplayingfield)公正交易arm'slength transaction公告板bulletin board公众利益public interest公众利益董事Public Interest Director公众持股市值public float capitalisation公众持股量public float;free float公开叫价交易open outcry trading公开市场活动open market operations公开作价call-over公开招股offer to the public公开售股open offer公开密码匙基础建设Public Key Infrastructure(PKI) 公开喊价/叫价(= 口头竞价) openout cry(=auction)公开发售offer for sale;open offer公开认购offer for subscription公开谴责public censure公开权益disclosure of interests《公认会计原则》Generally Accepted Accounting Principles(GAAP) 公积金计划Provident Fund Scheme分包销商sub-underwriter分列登记册Split Register分行证明书branch certificate分拆/ 分拆上市spin-off分派distribution分销distribution分类指数sub-index分类账sub-ledger金融专业名词翻译(十)午市afternoon session 反向可转换产品reverse convertibles 反收购reverse takeover反收购文件defence document 反通货膨胀disinflation反驳交易rejected sales反弹rally反馈测试模式betatest mode太平洋区资本市场研究中心Pacific-Basin Capital Markets Research Center太平洋经济合作会议Pacific Economic Cooperation Council(PECC)太平洋证券交易所Pacific Stock Exchange(PSE)少数股东minority shareholder少数股东权益minority interest巴塞尔协定Basel Concordat巴塞尔协议Basel Agreement巴塞尔银行监管委员会(巴塞尔委员会)Basel Committeeon Banking Supervision(Basel Committee) 引伸波幅implied volatility户口结单statement of account户口结余月结单(中央结算系统)Monthly Balance Statement(CCASS)户口转移指示Account Transfer Instruction(ATI)金融专业名词翻译(十一)代收股息/债券利息服务费dividend and debt securities interest collection service fee 代履行权责服务费corporate actions service fee代客买卖agency trade代客买卖户口agency account代表委任表格proxy form代理人agent代理人户口nominee account代理户口agency account代价consideration代价股份consideration share代价发行consideration issue代办股份转让系统(中国内地)Agency Share Transfer System(Mainland China) 以先旧后新方式配售placing and top-up;top up placing以披露为本disclosure-based以物易物的虚晃交易banner barter transaction以股代息dividend inspecie;scrip dividend以股换股share exchange以信息披露为重disclosure-based以按金形式缴付的期权金margined premium以现金折算的息股证cash settled ELI以责务变更的方式进行净额结算netting by novation以最佳价格/条件执行交易的原则principle of best execution以报价/开盘带动quote-driven以买卖盘带动order-driven金融专业名词翻译(十二)文件风险document ation risk日本中央银行Bank of Japan日本公社债研究所Japan Bond Research Institute(JBRI) 日经平均指数Nikkei Stock Average日转期汇Rolling Forex欠款arrears止蚀限价盘stop limit order止蚀盘stop order;stop-loss order牛市bull market主承销商lead under writer主板mainboard主要主管(创业板)principal supervisor(GEM)主要交易major transaction主要股东major share holder;substantial share holder 主要保荐人primary sponsor主要经办人lead manager主要经济指标leading economic indicator主权风险sovereign risk世界银行World Bank仔细审查/审核due diligence 付运中货品goods-in-transit。
1、职位GM(General Manager)总经理VP(Vice President)副总裁FVP(First Vice President)第一副总裁AVP(Assistant Vice President)副总裁助理CEO(Chief Executive Officer)首席执行官COO(Chief Operations Officer)首席运营官CFO(Chief Financial Officer)首席财务官CIO(Chief Information Officer)首席信息官HRD(Human Resource Director)人力资源总监OD(Operations Director)运营总监MD(Marketing Director)市场总监OM(Operations Manager)运作经理PM(Production Manager)生产经理(Product Manager)产品经理下面有总结了下CAO~CZO中间的字母从A到Z的各种简称:CAO: Art 艺术总监CBO: Business 商务总监CCO: Content 内容总监CDO: Development 开发总监CEO: Executive 首席执行官CFO: Finance 财务总监CGO: Gonverment 政府关系CHO: Human resource 人事总监CIO: Information 技术总监CJO: Jet 把营运指标都加一个或多个零使公司市值像火箭般上升的人CKO: Knowledge 知识总监CLO: Labour 工会主席CMO: Marketing 市场总监CNO: Negotiation 首席谈判代表COO: Operation 首席营运官CPO: Public relation 公关总监CQO: Quality control 质控总监CRO: Research 研究总监CSO: Sales 销售总监CTO: Technology 首席技术官CUO: User 客户总监CVO: Valuation 评估总监CWO: Women 妇联主席CXO: 什么都可以管的不管部部长CYO: Yes 什么都点头的老好人CZO: 现在排最后,等待接班的太子部分主要职位的职能:CEO(Chief executive officer)首席执行官类似总经理、总裁,是企业的法人代表。
3. 相关信息3.1 整体规划发讯单元的作用是向用户提供有关安装状态的信息,其目的是帮助操作人员找出可能的故障。
这些信息可以在位于就地操作台的电气室中进行查阅。
有2类讯息可供分析:故障和报警信息由“故障”和“报警”指示灯发出,并由显示单元显示其细节。
在控制室,会有“报警”或“跳闸”信息出现。
安装状态可由指示灯和显示单元现实(速度,电流和机组电压)。
特别指出的是,当所有的启动条件都满足时“就绪”绿灯亮起。
当起动后,“就绪”绿灯熄灭。
3.2 控制面板3.2.1 人机界面功能人机界面中有两个等级的访问通道:“操作员”和“工程师”。
操作员等级(默认设置:在上电时自动选择)操作员模式下允许使用如下的功能:故障和报警的重置显示和更改时间/日期语言选择:英语或法语显示故障和报警的历史记录运行缺失条件显示各物理数据工程师等级(由密码进入)工程师模式下允许使用上述所有功能外还有:对晶闸管器件进行单独测试功能电机步进旋转模式更改:本地/远程3.2.2 操作面板结构各种不同的功能按如下菜单进行描述:菜单0:系统参数设置:1.英语或法语2.密码:工程师/操作员3.故障重置4.日期/时间5.更改日期6.更改时间菜单2:首次故障历史记录显示首次故障或报警的具体时间。
记录堆栈结构1参数1:最后一条报警记录2参数2:倒数第二条报警记录...64参数64:记录堆栈中的最后一条故障记录菜单3:设备运行缺失条件(故障和报警)在电机旋转前发现并显示出的报警和故障。
参考故障和报警表。
此功能有助于设备的启动。
菜单4:本地/远程操作选择本地或远程操作模式。
条件:中压断路器()断开辅助设备停止进入工程师模式菜单5:维护在完成本地和工程师模式选择后,如下选项可进行操作:1. 晶闸管测试电气网络或机械电气桥路中的每个晶闸管都可进行单独测试。
条件:中压断路器()断开辅助设备停止设备紧急停止功能动作2. 电机步进模式测试在选择了机械电气桥路上的一对晶闸管的配置后,接头断路器闭合。
1FAAC S.p.A.Via Benini, 140069 Zola Predosa (BO) - ITALIATel.: 051/61724 - Fax: 051/758518www.faac.it732143 Rev.A.EC DECLARATION OF CONFORMITY FOR MACHINES ....................................................................................p. 2 WARNINGS FOR THE INSTALLER .......................................................................................................................p. 2 1.DESCRIPTION AND TECHNICAL SPECIFICATIONS ....................................................................................p. 31.1.DIMENSIONS ................................................................................................................................p. 32.ELECTRIC DEVICES (standard system) ....................................................................................................p. 33.INSTALLING THE AUTOMATED SYSTEM ......................................................................................................p. 43.1.PRELIMINARY CHECKS ................................................................................................................p. 43.2.INSTALLATION DIMENSIONS ........................................................................................................p. 43.2.1.GENERAL RULES FOR DETERMINING THE INSTALLATION DIMENSIONS ............................p. 43.3.INSTALLATION OF THE OPERATORS .............................................................................................p. 44.START-UP ....................................................................................................................................................p. 64.1.ADJUSTING THE ANTI-CRUSHING SYSTEM ..................................................................................p. 65.FINAL OPERATIONS ...................................................................................................................................p. 76.AUTOMATED SYSTEM TEST .........................................................................................................................p. 77.MANUAL OPERATION ...............................................................................................................................p. 78.RESTORING NORMAL OPERATION MODE ................................................................................................p. 79.MAINTENANCE ..........................................................................................................................................p. 710.REPAIRS .....................................................................................................................................................p. 711.TROUBLE SHOOTING .................................................................................................................................p. 821)ATTENTION! To ensure the safety of people, it is important that you readall the following instructions. Incorrect installation or incorrect use of the product could cause serious harm to people.2)Carefully read the instructions before beginning to install the product.3)Do not leave packing materials (plastic, polystyrene, etc.) within reachof children as such materials are potential sources of danger.4)Store these instructions for future reference.5)This product was designed and built strictly for the use indicated in thisdocumentation. Any other use, not expressly indicated here, could compromise the good condition/operation of the product and/or be a source of danger.6)FAAC declines all liability caused by improper use or use other than thatfor which the automated system was intended.7)Do not install the equipment in an explosive atmosphere: the presenceof inflammable gas or fumes is a serious danger to safety.8)The mechanical parts must conform to the provisions of Standards EN12604 and EN 12605.For non-EU countries, to obtain an adequate level of safety, the Standards mentioned above must be observed, in addition to national legal regulations.9)FAAC is not responsible for failure to observe Good Technique in theconstruction of the closing elements to be motorised, or for any deformation that may occur during use.10)The installation must conform to Standards EN 12453 and EN 12445.For non-EU countries, to obtain an adequate level of safety, the Standards mentioned above must be observed, in addition to national legal regulations.11)Before attempting any job on the system, cut out electrical power .12)The mains power supply of the automated system must be fitted with anall-pole switch with contact opening distance of 3mm or greater. Use of a 6A thermal breaker with all-pole circuit break is recommended.13)Make sure that a differential switch with threshold of 0.03 A is fittedupstream of the system.14)Make sure that the earthing system is perfectly constructed, andconnect metal parts of the means of the closure to it.15)The safety devices (EN 12978 standard) protect any danger areasagainst mechanical movement Risks , such as crushing, dragging,and shearing.16)Use of at least one indicator-light (e.g. FAACLIGHT ) is recommendedfor every system, as well as a warning sign adequately secured to the frame structure, in addition to the devices mentioned at point “15”.17)FAAC declines all liability as concerns safety and efficient operationof the automated system, if system components not produced by FAAC are used.18)For maintenance, strictly use original parts by FAAC.19)Do not in any way modify the components of the automated system.20)The installer shall supply all information concerning manual operationof the system in case of an emergency, and shall hand over to the user the warnings handbook supplied with the product.21)Do not allow children or adults to stay near the product while it isoperating.22)Keep remote controls or other pulse generators away from children,to prevent the automated system from being activated involuntarily.23)Transit through the leaves is allowed only when the gate is fully open.24)The user must not attempt any kind of repair or direct action whateverand contact qualified personnel only.25)Maintenance: check at least every 6 months the efficiency of thesystem, particularly the efficiency of the safety devices (including,where foreseen, the operator thrust force) and of the release devices.26)Anything not expressly specified in these instructions is not permitted.WARNINGS FOR THE INSTALLERGENERAL SAFETY OBLIGATIONSEC DECLARATION OF CONFORMITY FOR MACHINES(DIRECTIVE 98/37/EC)Manufacturer:FAAC S.p.A.Address:Via Benini, 1 - 40069 Zola Predosa BOLOGNA - ITALY Declares that:402 mod. operator,•is built to be integrated into a machine or to be assembled with other machinery to create a machine under the provisions of Directive 98/37/EC;•conforms to the essential safety requirements of the following EEC directives:73/23/EEC and subsequent amendment 93/68/EEC.89/336/EEC and subsequent amendment 92/31/EEC and 93/68/EECand also declares that it is prohibited to put into service the machinery until the machine in which it will be integrated or of which it will become a component has been identified and declared as conforming to the conditions of Directive 98/37/EC.Bologna, 01 January 2005The Managing DirectorA. Bassi3These instructions apply to the following models:402 CBC - 402 SBSThe FAAC 402 automated system for swing leaf gates consists of an enbloc composed of an electric pump and a hydraulic piston which transmits drive to the leaf.The model with a hydraulic locking does not require installation of electric locks, as it guarantees mechanical locking of the leaf when the motor is not operating.The model without a hydraulic locking, requires the installation of electric locks to ensure the leaf is mechanically locked.The 402 automated systems were designed and built to automate swing leaf gates. Do not use for any other purpose.Tab. 1: Technical specifications of “402 Operator”MODEL402 CBC402 SBSPower supply voltage 230 Vac(+6%-10%) 50 (6o) Hz Rod extension speed 1.3 cm/s 1 cm/s Pump flow rate1 l/min 0.75 l/min Traction and thrust force 0-500 daN0-690 daNOperating ambient temperature -40°C - +55°CAbsorbed power 220 W Absorbed current 1 A Motor rotation speed 1400 rpm Motor winding temperature 120°C Weight 6.5 kg Type of oil FAAC HP OILProtection class IP 55Single leaf max length 1,80 m3,00 mUse frequency55 (cycles/hour)4To ensure a correctly operating automated system, the structure of the existing gate or gate to be built must satisfy the following requirements:•Max length of leaves according to the dimensions of Table 1 on page 3.• A strong and rigid leaf structure.•Smooth, uniform leaves movement, without any irregular friction during the entire travel;•Existing hinges in good condition.•Travel limit mechanical stops must be provided.We advise you to carry out the metalwork jobs before installing the automated system.The condition of the structure directly influences the reliability and safety of the automated system.Table A : Recommended dimensions for standard operatorsc = The effective rod stroke is shorter than the maximum stroke, inorder to prevent the rod from reaching its stop point internally, during the opening and closing stages.(*) Rod effective stroke (**) maximum dimension1)Fasten the rear attachment on the pilaster, following the indications in Table A . Modify, if necessary, the length of the supplied attachment.Attention : To avoid compromising good operator functionality, we recommend you to respect the indicated dimensions.• For iron pilasters, accurately weld the rear attachment (ref.ባ, Fig. 6) directly on the pilaster.• For masonry pilasters, select one of the following solutions:A)appropriately lay a walling-in plate and then accurately weld the rear attachment.B)secure, with screws and expansion plugs, the rear attachment plate (ref. a, Fig.6) to the pilaster and then accurately weld the rear attachment to theplate as shown in Fig. 6.If the dimensions indicated in table A or B cannot be executed,the following must be considered in order to determine different measurements:-to obtain 90° opening of the leaf: a + b = c.-to obtain over 90° opening of the leaf: a + b < c.-lower a and b dimensions will result in higher speeds . We advise you to observe the current legal regulations;-limit the difference of the a and b dimensions to within 40 mm :higher differences will considerably vary speed during the opening and closing motion;-for reasons of operator dimensions, the minimum Z dimension is 50 mm (Fig. 4);-if the pilaster dimensions or the position of the hinge (dimension d ) do not make it possible to contain dimension a to the required size, a niche must be made in the pilaster as shown in Opening angle 90°110°a (mm)120100b (mm)120100c(*)(mm)240240d(**)(mm)705056-Lastly, remove the key and restore the power supply to the system.For any repairs, contact FAAC’s authorised Repair Centres.78The following table will help you identify and solve some particular conditions.CONDITIONGate not moving.Gate moving slowly.Gate moving jogwise.The operator is losing oil from the breather screw.The leaves stop at slow-down.Gate speed not constant.A B CD E FSUGGESTION-Check if mains power is supplied.-Make sure that the operator is not unlocked. (chapter 8.).-Check the adjustment of the anti-crushing system (paragraph 4.1).-Check oil level inside the tank. (chapter 9 - Fig. 16).-Check the connection and operation of the thrust capacitor.-Check the efficiency of the electronic control unit.-Check the adjustment of the anti-crushing system (paragraph 4.1).-Make sure that you have removed the breather screw (chapter 5).-Run some complete gate opening and closing cycles, in order to release any air inside the piston.-An initial, minimum oil leak is normal. A larger leak may occur if the operator is not fitted in a perfectly horizontal plane. If the oil leak does not stop soon, weadvise you to visit an authorised repair centre.-Check the adjustment of the anti-crushing system (paragraph 4.1).-Incorrect installation dimensions (paragraph 3.2).Notes919M A I N T E N A N C E R E G I S T E R.o N e t a D b o j f o n o i t p i r c s e D se r u t a n g i S 1_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 2_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 3_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 4_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 5_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 6_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 7_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 8_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 9_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C 01_______________________________________________________________________________________________________________________________________na i c i n h c e T re m o t s u C I n s t a l l a t i o n t e c h n i c i a n ________________________________________________C u s t o m e r ___________________________________________________________________T y p e of s y s t e m ________________________________________________________S e r i a l n u m b e r _________________________________________________________I n s t a l l a t i o n d a t e ______________________A c t i v a t i o n ________________________S y s t e m c o n f ig u r a t i o nT R A P L E D O M RE B M U N L A I R E S e r o t a u t t A 402C A A F 1e c i v e d y t e f a S 2e c i v e d y t ef a S 1s l l e c o t o h p f o r i a P 2s l l e c o t o h p f o r i a P 1e c i v e d l o r t n o C 2e c i v e d l o r t n o C lo r t n o c o i d a R pm a l g n i h s a l F ec i v ed re h t O ec i v ed re h t O I n d i c a t i o n of r e s i d u a l r i s k s a n d o f f o r e s e e a b l e i m p r o p e r u s e_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Read the instructions carefully before using the product and store them for future useIf correctly installed and used, the 402 automated system ensures a high degree of safety.Some simple rules on behaviour can prevent accidental trouble:-Do not pass between the leaves when they are moving. Waitfor the leaves to open fully before passing through them.-Do not, on any account stay in between the leaves.-Do not stand near the automated system, and do not allowchildren, persons or things to do so, especially when it is operating.-Keep remote controls or other pulse generators away fromchildren, to prevent the automated system from being activated involuntarily.-Do not allow children to play with the automated system.-Do not willingly obstruct leaves movement.-Prevent any branches or shrubs from interfering with leavesmovement.-Keep indicator-lights efficient and easy to see.-Do not attempt to activate the leaves by hand unless you havereleased them.-In the event of malfunctions, release the leaves to allow accessand wait for qualified technical personnel to do the necessary work.-When you have set manual operation mode, cut power to thesystem before restoring normal operation.-Do not in any way modify the components of the automatedsystem.-Do not attempt any kind of repair of direct action whateverand contact qualified personnel only.-At least every six months: arrange a check by qualifiedpersonnel of the automated system, safety devices and earth connection.These instructions apply to the following models:402 CBC - 402 SBS.The FAAC 402 automated system for swing leaf gates consists of a hydraulic enbloc composed of an electric pump and a hydraulic piston which transmits drive to the leaf.The models with a hydraulic locking do not require installation of an electric lock, as they guarantee mechanical locking of the leaf when the motor is not operating.The other models, without a hydraulic locking always require one or more electric locks to ensure the leaf is mechanically locked.Leaves of up to 3 mt can be automated depending on the selected model.The functioning of the operators is controlled by an electronic control unit, housed in an enclosure with adequate degree of protection against atmosphere agents.The leaves are normally closed.When the electronic control unit receives an opening command from the radio control or any other pulse generator, it activates the hydraulic appliance which rotates the leaves until they reach the opening position to allow access.If automatic mode was set, the leaves close automatically after selected pause time has elapsed.If the semi-automatic mode was set, a second pulse must be sent to close the leaf again.A stop pulse (if supplied) always stops movement.For details on the behaviour of the automated system in different function logics, consult the installer.Automated systems include safety devices (photocells) that prevent the leaves from moving when there is an obstacle in the area they protect.The 402 automated system is supplied standard with a hydraulic anti-crush protection safety device (BY-PASS) which limits the torque transmitted to the leaves.The warning-light indicates the current leaf movement.If the gate has to be moved manually due to a power cut or fault of the automated system, use the release device as follows:-Insert the triangular key on the release screw located in the lower part of the flange (Fig.1).-Turn the release key anti-clockwise for about two turns.-Open or close the leaf manually.To prevent an involuntary pulse from activating the operator during the manoeuvre, cut power to the system before re-locking the operator.-To re-lock the operator, turn the key clockwise until it stops (Fig.1).-Release the operator from the front and rear attachments.732143 - Rev. A。
Contacting usInvestec Asset Management Hong Kong Limited Telephone: +852 2861 6888E-mail: ****************************Investment ObjectiveThe Fund aims to achieve long term capital growth primarily through investment in equities issued by companies around the globe that are expected to bene t from a long term increase in the prices of commodities and natural resources. At least two-thirds of the companies invested in will be involved in mining, extracting, producing, processing or transporting a natural resource or commodity or will be companies which provide services to such companies.Top holdings (%)5 years performance (%)*Geographic breakdown (%)Sector breakdown (%)Important Information:● Investec Global Natural Resources Fund (the “Fund”) invests in a small number of sectors (i.e. commodities and natural resources sectors) and a concentratedportfolio which may subject to greater volatility than more broadly diversi ed portfolios. The Fund offers exposure to commodities and may include additional risks, such as political risk, natural events or terrorism. Equity investments could be volatile and subject to high risk of loss.● The Fund may use derivatives for hedging and/or ef cient portfolio management purposes and may be exposed to signi cant risk of loss when the use becomesineffective. Derivatives will not be used extensively for investment purposes. ● In adverse situations, the Fund may suffer signi cant losses. It is possible that the original amount you invested could be lost.● Investors should not solely rely on this document to make investment decisions.Investec Global Strategy FundGlobal Natural Resources FundCumulative performance (%)*Calendar year performance (%)*Lipper Leader Rating (overall)*†As at 31 December 2014Dates to 31.12.14 3 years Annualised6 months 1 year 3 years5 years VolatilityA Inc -19.49 -12.18 -15.55 -11.47 16.41A Acc -19.49 -12.18 -15.55 -11.65 16.42Dates to 31.12.142009 2010 2011 2012 2013 YTD A Inc 71.38 33.30 -21.36 -0.77 -3.09 -12.18A Acc71.7233.03-21.36-0.77-3.09-12.18% G r o w t hGlobal Natural Resources Fund A IncRio Tinto Plc 4.6Suncor Energy Inc 4.1Potash Corp Of Saskatchewan In 3.9Exxon Mobil Corp 3.8Glencore Xstrata Plc 3.8Conocophillips 3.3Phillips 66 3.0Monsanto Co 2.9ETFS Physical Platinum 2.6Canfor Corp 2.5Total 34.5Diversi ed Metals & Mining 19Oil & Gas Exploration & Production 17Integrated Oil & Gas 16Fertilizers & Agricultural Chemicals 11Precious Metals & Minerals 8Packaged Foods & Meats 5Aluminum 5Others 16Cash 3Total 100North America 56United Kingdom 23Europe ex UK 9Far East ex Japan 7Emerging Markets 2Cash 3Total 100Key factsFund manager: Bradley George, George CheveleyFund size: $268.23mFund launch date: 31.1.08‘A’ Inc share class launch date: 31.1.08‘A’ Acc Share class launch date: 31.1.08 Domicile: LuxembourgLipper Global Sector: Equity Sector MaterialsComparative index: MSCI ACWI Select Natural Resources Capped Index #Currency: USD‘A’ share class chargesInitial charge: 5.00%Annual management fee: 1.50%Other informationPricing: DailyMinimum investment: $3,000 lump sum Ex-dividend date: 1 Jan (‘A’ Inc)Dividend payment months: Jan (‘A’ Inc)Last dividend value / ex-dividend date:Nil (‘A’ Inc)‘A’ Inc share class codes:Sedol: B2PT243ISIN: LU0345781412Bloomberg: INGDRAI‘A’ Acc Share class codes:Sedol: B2PT254ISIN: LU0345780950Bloomberg: INGDRAA#The comparison index has changed from 50% MSCI ACWI Energy NR + 50% MSCI ACWI Materials NR to MSCI ACWI Select Natural Resources Capped NR effective from 01 Apr 2013. *Source: Lipper, as of 31 December 2014, performances based on NAV to NAV, gross income reinvested in US Dollars. Other non-speci ed information referred to above, source: Investec Asset Management Limited. †Source: Lipper, based on A Inc share class as at 31 December 2014. Lipper Leader Rating ranges from 1 to 5 where 5 is the highest. The rating does not mean the fund is guaranteed and the net asset value will not uctuate. Dividend is not guaranteed. Past performance gures shown are not indicative of future performance. Investment involves risks. For Hong Kong investors, Investors should read the Prospectus of the fund for details, including risk factors. This document and company’s website have not been reviewed by the SFC. For Singapore investors, the Prospectus of the Fund has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other -20204060Ja n -10Ja n -11Ja n -12Ja n -13Ja n -14Ja n -15PRODUCT KEY FACTSDecember 2014 Investec Global Strategy Fund (the “Fund”) –Global Natural Resources Fund (the “Sub-Fund”)Issuer: Investec Asset Management Hong Kong LimitedThis statement provides you with key information about the Sub-Fund.This statement is a part of the offering document and must be read in conjunction withthe Prospectus.You should not invest in this Sub-Fund based on this statement alone.Quick factsInvestment Manager: Investec Asset Management LimitedCustodian: State Street Bank Luxembourg S.A.Ongoing charges over a year#: A Inc Share ClassA Acc Share ClassA Acc (HKD) Share ClassC Inc Share ClassF Acc Share Class 1.94% 1.95%1.99%2.68% 2.13%# The ongoing charges figures are based on the expenses for the period ended 30 June 2014. These figures may vary from year to year.Dealing frequency: DailyBase currency: USDDividend policy: A and C Income Shares – annually; if declared, will be paid or reinvestedA and F Accumulation Shares – no dividend will be declaredFinancial year end of the Fund: 31 DecemberMinimum initial investment: US$3,000 or the approximate equivalent in another approved currency (applicableto A, C and F Shares)Minimum subsequent investment: US$750 or the approximate equivalent in another approved currency (applicable toA, C and F Shares)What is this product?This is a fund constituted in the form of a mutual fund. It is domiciled in Luxembourg and its home regulator is the Commission de Surveillance du Secteur Financier (CSSF).Objectives and Investment StrategyThe Sub-Fund aims to achieve long-term capital growth primarily through investment in equities issued by companies around the globe that are expected to benefit from a long-term increase in the prices of commodities and natural resources. At least two-thirds of the companies invested in will be involved in mining, extracting, producing, processing or transporting a natural resource or commodity or will be companies which provide services to such companies.The Sub-Fund may use derivatives including, but not limited to, options, warrants, swaps, forwards and futures for the purposes of efficient portfolio management (“EPM”). Derivatives will not be used extensively for investment purposes. The Sub-Fund will take reasonable care to ensure that any EPM transaction is appropriate to reduce relevant risks (for example, in relation to exchange rates, interest rates or the prices of investments) and/or to reduce relevant costs and/or to generate additional capital and/or income within an acceptably low level of risk.What are the key risks?Investment involves risks. Please refer to the offering document for details including the risk factors.● Investment Risk –The underlying investments of the Sub-Fund may fall in value and therefore your investment in theSub-Fund may suffer losses. You may not get back the full amount of money you invest. In addition, the Sub-Fund primarily invests in equities or equity-related securities. Generally, equities or equity-related securities are subject to higher volatility andtherefore higher risk of loss, compared to other instruments such as bonds, money markets instruments or bank deposits. ● Sector Risk – The Sub-Fund invests in a small number of sectors (i.e. the commodities and natural resources sectors)which may subject it to greater volatility than a more broadly diversified portfolio. The sectors may decline even whilebroader based equity market indices are rising. The Sub-Fund offers exposure to commodities and may include additional risks e.g. political risk, natural events or terrorism. This may influence the production and trading of commodities and the value of financial instruments offering exposure to such commodities.● Concentration Risk – The Sub-Fund invests in a concentrated portfolio of holdings compared to a typical fund with asimilar investment mandate and therefore may be more volatile than more broadly diversified funds. ● Derivatives Usage Risk – The Sub-Fund may use derivatives for the purposes of hedging and/or EPM. In adversesituations, the Sub-Fund’s use of derivatives may become ineffective in hedging and/or in EPM and the Sub-Fund may suffer significant losses.How has the fund performed?71.4%33.3%-21.4%-0.8%-3.1%-40%-20%0%20%40%60%80%20092010201120122013Investec GSF Global Natural Resources Fund A Inc● Past performance information is not indicative of future performance. Investors may not get back the full amount invested. ● The computation basis of the performance is based on the calendar year end, NAV-To-NAV, with dividend reinvested. ● These figures show by how much the share class increased or decreased in value during the calendar year being shown.Performance data has been calculated in USD including ongoing charges and excluding subscription fee and redemption fee (if any) you might have to pay. ● Fund launch date: 31 January 2008● A Inc share class* launch date: 31 January 2008*This Share Class is a representative share class as it is a focus share class made available to Hong Kong investors.Is there any guarantee?The Sub-Fund does not have any guarantees. You may not get back the full amount of money you invest.What are the fees and charges?Charges which may be payable by youYou may have to pay the following fees when dealing in the shares of the Sub-Fund. FeeWhat you paySubscription fee (Initial charge):A share – Up to 5% of the amount you buy C share – Up to 3% of the amount you buy F share – Up to 5% of the amount you buy Switching fee: NilRedemption fee:Nil, except a fee on redemptions of up to 2% of the value of the order for the benefit of the Sub-Fund could be levied if the Board of Directors believes the trading practices of the investors are disruptive or harmful to the Sub-FundOngoing fees payable by the Sub-FundThe following expenses will be paid out of the Sub-Fund. They affect you because they reduce the return you get on your investments.Annual rate (as a % of the Sub-Fund’s value)Management Fee: A share – 1.50%C share – 2.25%F share – 1.00%Custodian Fee: A share – Up to 0.05%C share – Up to 0.05%F share – Up to 0.05%Performance Fee: Not applicableAdministration Fee (Administration Servicing Fee): A share – 0.30% C share – 0.30% F share – 0.25%Distribution Fee: A share – 0.00%C share – 0.00%F share – 0.75%Other feesYou may have to pay other fees when dealing in the shares of the Sub-Fund.Additional information● You generally buy and redeem shares at the Sub-Fund’s next-determined net asset value (NAV) after Investec AssetManagement Hong Kong Limited receives your request in good order on or before 4:00pm Hong Kong time being the dealing cut-off time. However different distributors may have different dealing cut-off times.● The net asset value of the Sub-Fund is calculated and the price of shares is published each “business day”. The latest NetAsset Value per Share of Classes for the Sub-Fund is normally published daily in the South China Morning Post and the Hong Kong Economic Times.● Investors may obtain information on the intermediaries by contacting us.ImportantIf you are in doubt, you should seek professional advice.The SFC takes no responsibility for the contents of this statement and makes no representation as to its accuracy or completeness.。
Corporate Finance Adviser Code of Conduct October 2011Table of contentsDefinitions 1 Corporate Finance Adviser Code of Conduct 31.Introduction 32.Conduct of business 5petence 64.Conflicts of interest 75.Standard of work 86.Duties to the client 11munication with Regulators 128.Personal account dealings 12DefinitionsAdvising on corporatefinanceSee paragraph 1.2 of the CodeAuthorized financial institution A bank, a restricted licence bank or a deposit-taking companyCode Corporate Finance Adviser Code of ConductCorporate Finance Advisers Persons or entities who carry on the business of advisingon corporate finance in Hong Kong and are licensed orregistered under the Securities and Futures Ordinance(Cap. 571) as a licensed representative, licensedcorporation or registered institution. For a registeredinstitution, this also includes its Relevant IndividualsDesignated Compliance Officer The person within a Corporate Finance Adviser who supervises and oversees the compliance function of the Corporate Finance Adviser, who may carry out other functions or responsibilitiesIFA Independent financial adviserListed company A company or corporation the shares of which are listed onthe Stock ExchangeListing Rules The Rules Governing the Listing of Securities on the StockExchange and the Rules Governing the Listing ofSecurities on the Growth Enterprise Market of the StockExchangeRegulators The SFC and/or the Stock Exchange as appropriate Relevant Individuals Individuals who advise on corporate finance for or onbehalf of or by an arrangement with a registered institutionand whose names are entered in the register maintained bythe Monetary Authority under section 20 of the BankingOrdinance (Cap.155)Relevant Persons Employees or directors of a Corporate Finance Adviserwho are likely to have access to confidential information inrelation to a matter where the Corporate Finance Adviser isadvising on corporate financeSenior Management Managing director, the board of directors or the chiefexecutive officer of a corporation or other senior operatingmanagement personnel in a position of authority over acorporation’s business decisionsSFC Securities and Futures CommissionShare Repurchase Code The Hong Kong Code on Share RepurchasesStock Exchange The Stock Exchange of Hong Kong LimitedTakeovers Code The Hong Kong Code on Takeovers and Mergers Takeovers Executive The Executive Director of the Corporate Finance Division ofthe SFC or any delegate of the Executive DirectorCorporate Finance Adviser Code of Conduct1. Introduction1.1 Purpose of this CodeThis Code sets out requirements and guidelines in respect of the conduct of Corporate Finance Advisers.1.2 Corporate finance advice“Advising on corporate finance” means giving advice:(a) concerning compliance with or in respect of regulations including the ListingRules, the Takeovers Code and the Share Repurchase Code respectively;(b) concerning:(i) any offer to dispose of securities to the public;(ii) any offer to acquire securities from the public; or(iii) acceptance of any offer referred to in sub-paragraph (i) or (ii), but only in so far as the advice is given generally to holders of securities or a class ofsecurities; or(c) to a listed corporation or public company or a subsidiary of the corporation orcompany, or to its officers or shareholders, concerning corporate restructuringinvolving securities (including the issue, cancellation or variation of any rightsattaching to any securities),but does not include advice given by:(i) a person who is licensed to deal in securities who gives such advicewholly incidental to the carrying on of that securities dealing business;(ii) an authorized financial institution which is registered to deal in securities and gives such advice wholly incidental to the carrying on of thatsecurities dealing business;(iii) an individual -(A) whose name is entered in the register maintained by the MonetaryAuthority under section 20 of the Banking Ordinance (Cap. 155) asengaged in the business of dealing in securities by an authorizedfinancial institution registered for that business; and(B) who gives such advice wholly incidental to the carrying on of thatsecurities dealing business.(iv) a corporation solely to any of its wholly owned subsidiaries, its holdingcompany which holds all its issued shares, or other wholly ownedsubsidiaries of that holding company;(v) a solicitor who gives such advice wholly incidental to his practice as such in a Hong Kong firm or foreign firm within the meaning of the LegalPractitioners Ordinance (Cap. 159);(vi) a counsel who gives such advice wholly incidental to his practice as such;(vii) a professional accountant who gives such advice wholly incidental to hispractice as such in a practice unit within the meaning of the ProfessionalAccountants Ordinance (Cap. 50);(viii) a trust company registered under Part VIII of the Trustee Ordinance (Cap.29) which gives such advice wholly incidental to the discharge of its dutyas such; or(ix) a person through –(A) a newspaper, magazine, book or other publication which is madegenerally available to the public; or(B) television broadcast or radio broadcast for reception by the public ora section of the public, whether on subscription or otherwise.1.3 Status of this CodeThis Code aims to supplement, and should be applied in conjunction with, relevantlaws, legislation, codes, regulations or guidelines applicable to Corporate FinanceAdvisers. It does not replace any existing codes, rules and regulations. CorporateFinance Advisers should not interpret this Code as if it were a statute but rather, haveregard to the spirit, as well as the letter, of the Code. Further reference shouldhowever be made to relevant codes, regulations, guidelines and legislation. In thecase of any inconsistency, the provision requiring a higher standard of conduct willapply. This Code does not have the force of law and should not be interpreted in a waythat it would override the provisions of any law.1.4 EnforcementT he SFC will use this Code as a benchmark, along with other SFC’s codes andguidelines, against which a Corporate Finance Adviser’s fitness and properness will bemeasured. Breaches by a Corporate Finance Adviser of any of the requirements ofthis Code will, in the absence of extenuating circumstances, reflect adversely on itsfitness and properness, and may result in disciplinary or other actions by the SFC.1.5 GeneralCorporate Finance Advisers engaging in corporate finance advisory work under theListing Rules, the Takeovers Code or the Share Repurchase Code are required toobserve the specific requirements under the respective codes and rules as regardstheir conduct. Corporate Finance Advisers who are found in breach of the Listing Rules, the Takeovers Code or the Share Repurchase Code will be subject to the respectivedisciplinary measures contained in those codes and rules. In general, any breaches ofthe above codes and rules will prima facie cast doubts on the fitness and properness ofthe Corporate Finance Adviser concerned.2. Conduct of businessA Corporate Finance Adviser should ensure that it is fit and proper to conduct itsbusiness.This paragraph 2 applies to all Corporate Finance Advisers other than individuals. Itshall be the responsibility of the Senior Management of a Corporate Finance Adviser to ensure compliance with this paragraph 2.2.1 LicensingA Corporate Finance Adviser should ensure that its business is properly establishedand conducted, and that the Corporate Finance Adviser and its directors andrepresentatives are fit and proper, and are properly licensed and registered inaccordance with all applicable statutory and regulatory requirements.2.2 Management of the businessA Corporate Finance Adviser should:(a) organise and control its internal affairs in a prudent and responsible manner;(b) maintain satisfactory financial and operational controls;(c) maintain satisfactory risk management procedures commensurate with itsbusiness; and(d) ensure that it has adequate competence, professional expertise and, human andtechnical resources for the proper performance of its duties as a CorporateFinance Adviser.2.3 Books and recordsA Corporate Finance Adviser should maintain proper books and records, and be ableto provide a proper trail of work done upon request by the SFC.2.4 Staff supervisionA Corporate Finance Adviser should ensure that:(a) all of its staff members who engage in advising on corporate finance are suitableand appropriately qualified;(b) its less experienced staff are properly supervised; and(c) there are clear reporting lines with supervisory and reporting responsibilitiesassigned to the more experienced staff members.2.5 ComplianceA Corporate Finance Adviser should:(a) maintain an effective compliance function, which should be headed up by aDesignated Compliance Officer to monitor compliance with its own internalpolicies and procedures, and all applicable legal and regulatory requirements,including this Code;(b) ensure that its compliance function possesses the technical competence,adequate resources and experience necessary for the performance of itsfunctions; and(c) ensure that its compliance function is independent of other business functionsand reports directly to Senior Management. Compliance monitoring activities maybe delegated to an appropriately qualified professional, although theresponsibilities and obligations may not be delegated.Note:For small firms where human resources are limited, Senior Management shouldassume the role of the Designated Compliance Officer.2.6 A Corporate Finance Adviser is encouraged to establish clear and comprehensivewritten compliance procedures (which should be readily available to all staff involved in the business of advising on corporate finance), covering its corporate finance businessand addressing all applicable regulatory requirements. Such procedures should giveSenior Management reasonable assurance that the corporation complies with allapplicable requirements at all times.2.7 TrainingA Corporate Finance Adviser should offer continuous professional training to its staff.3. CompetenceA Corporate Finance Adviser should act with competence.3.1 IntegrityA Corporate Finance Adviser should be honest, and of good repute and character, andit should maintain a high standard of integrity and fair dealing.3.2 Demonstration of competenceRegulators may require a Corporate Finance Adviser and its staff members todemonstrate their resources, competence and suitability, e.g. by submitting a list oftheir qualifications and previous experience in handling relevant corporate finance work for the Regulators’ consideration.3.3 Professional adviceWhere appropriate, a Corporate Finance Adviser should seek proper professionaladvice in respect of its compliance with the applicable laws and regulations.4. Conflicts of interestA Corporate Finance Adviser should avoid engaging in work that is likely to involveconflicts of interest.4.1 Conflicts of interestA Corporate Finance Adviser should:(a) take all reasonable steps to avoid situations that are likely to involve a conflict ofinterest;(b) not unfairly place its interests above those of its clients; and(c) withdraw from, or decline to accept, a mandate where a material conflict ofinterest arises with its client that cannot be resolved through its client giving itsinformed consent.4.2 Acting as IFAIssues of conflicts of interest relating to the independence of a financial adviser shouldbe dealt with in accordance with the Listing Rules, the Takeovers Code or the ShareRepurchase Code as appropriate.4.3 Chinese wallsWhere a Corporate Finance Adviser is part of a professional firm or group ofcompanies undertaking other activities, e.g. auditing, banking, research, stockbrokingand fund management, the Corporate Finance Adviser should ensure that there is aneffective system of functional barriers (Chinese walls) to prevent the flow of informationthat may be confidential or price sensitive between the corporate finance activities andthe other business activities. This system should include physical separation between,and different staff employed for, the various business activities.4.4 SponsorsA Corporate Finance Adviser acting as a sponsor to a listing applicant should satisfy allthe requirements applicable to sponsors as set out in the Listing Rules. It shouldensure that, when giving a view as to whether an issuer is suitable for listing, it iscapable of giving “impartial advice” before accepting the sponsorship role and that such view is given independently.4.5 Contingency feesA Corporate Finance Adviser should disclose, upon request by the Regulatorsparticularly if there is a conflict of interest concern, any fees or other benefits-in-kindthat are offered contingent upon the success of a transaction.4.6 Receipt or provision of benefitsA Corporate Finance Adviser should:(a) not offer nor accept any inducements in connection with the business of, or atransaction involving, its client without first disclosing the particulars of theinducements to the client. If the client is a corporation, such disclosure should bemade to the board of directors of the corporation; and(b) ensure that it develops and maintains written policies and procedures on thedisclosure of the value of gifts given to, or provided by, its staff members above acertain monetary limit, and the circumstances in which they were offered orreceived.5. Standard of workA Corporate Finance Adviser should aim to deliver a high standard of work at all times.5.1 Due skill and careA Corporate Finance Adviser must act with due skill, care and diligence and observeproper standards of market conduct.5.2 Engagement letterA Corporate Finance Adviser is encouraged to record the terms of its engagement inwriting between the Corporate Finance Adviser and its client and to ensure that theservice performed for the client is in accordance with the provisions of the engagement letter.5.3 Role of sponsor in a public offerWhere a Corporate Finance Adviser acts as a sponsor in relation to an initial publicoffering which involves the offer for subscription or an offer for sale to the public (the“public offer”), it should be responsible for:(a) the overall management of the public offer;(b) assessing the likely interest in, or the reception of, the offer by the public; and(c) putting in place sufficient arrangements and resources to ensure that the publicoffer and all matters ancillary thereto are conducted in a fair, timely and orderlymanner.5.4 In discharging its obligations under paragraph 5.3 above, the Corporate FinanceAdviser should have regard to at least the following matters:(a) whether there are sufficient prospectuses and application forms for the securitiesoffered for distribution to the public during the public offer period;(b) without derogating from the Corporate Finance Adviser’s obligation to act as theoverall manager of the public offer as sponsor, whether specific responsibilities inrelation to the public offer should be delegated to other professionals or advisers;and if so, whether such professionals or advisers are competent and havesufficient capacity and resources to handle the relevant responsibilities;(c) whether sufficient measures have been put in place to ensure that:(i) the distribution of prospectuses and application forms to the public;(ii) the collection of completed application forms from the public; and(iii) the despatch of unsuccessful applications, refund cheques and sharecertificates after the public offer period closes, can be made in a timely andorderly fashion;(d) the need to avoid events of disorder or failure which may arise during the publicoffer period and before the trading of securities commences or otherwise inconnection with the public offer, and ensure that appropriate contingency planshave been drawn up to deal with any such events; and(e) where balloting is required to determine the successful applications under apublic offer, whether appropriate arrangements have been put in place to ensurethat balloting would be conducted fairly and independently of the issuer andparties associated with it.5.5 Reliance on work by experts or other professionalsWhere reliance on the work of independent experts or other professionals is planned, a Corporate Finance Adviser (including an independent financial adviser) should, interalia:(a) undertake reasonableness checks to assess the relevant experience andexpertise of the firm of experts or other professionals and to satisfy itself thatreliance could fairly be placed on their work; and(b) review and discuss with its clients and the experts or other professionals thequalifications, bases and assumptions adopted by the experts or the otherprofessionals in the course of their work and satisfy itself that the qualifications,bases and assumptions have been made with due care and objectivity, and on areasonable basis.Note:The requirements in paragraph 5.5(b) shall not be applicable in respect of workperformed by:(i) a property valuer in respect of a valuation of real property if it is amember of a relevant regulatory or professional body;(ii) legal advisers in respect of legal advice rendered by them; and(iii) accountants in respect of the audit of results and accountants’ reportsderived therefrom.5.6 Reliance on information from the clientWhere information and representations are provided by a client for incorporation in apublic document or submission to the Regulators, the Corporate Finance Advisershould advise its client to take all reasonable steps to ensure, and obtain confirmationfrom the client, that the information and representations provided are true, accurate,complete and not misleading, and that no material information or facts have beenomitted or withheld.5.7 Avoid undue delayA Corporate Finance Adviser should have regard to the time management of atransaction and should avoid undue delay, e.g. in the preparation of the appropriatedocument or the filing of the application fee. It should ensure that its responsibilities are performed on a timely basis in accordance with the relevant rules and regulations.5.8 Standard of documentsWhere a Corporate Finance Adviser is involved in the preparation of any document forpublic dissemination, it should use all reasonable efforts to assist its client in ensuringthat the document is prepared to the required standard and no relevant information has been omitted or withheld.5.9 Use of plain languageA Corporate Finance Adviser is encouraged to use plain language in the preparation ofdocuments. Reference should be made to the Guides on the preparation ofannouncements and documents issued by the Regulators.5.10 Information to analysts in new listingsWhere a Corporate Finance Adviser acts as a sponsor in relation to a listing of equitysecurities by a company on the Stock Exchange, the sponsor should take reasonablesteps to ensure that all material information, including forward-looking information(whether quantitative or qualitative) disclosed or provided to analysts is contained in the relevant prospectus or where the proposed listing does not involve a prospectus, therelevant listing document, offering circular or similar document.Not e:The requirement in Paragraph 5.10 relating to sponsors’ obligation will apply toinformation provided to analysts regarding listing applicants that submit their listingapplications to the Stock Exchange of Hong Kong Limited on or after 31 October 2011.6. Duties to the clientA Corporate Finance Adviser should ensure that it acts in the best interests of its clientat all times.6.1 Know your clientUnless the circumstances do not require, a Corporate Finance Adviser shouldunderstand the business of its client. In particular, a Corporate Finance Adviser should:(a) obtain at the outset, information regarding its client’s background, the nature of itsbusiness, and if the client is a company, the identity of its controllingshareholder(s), and its shareholding structure; and(b) understand the financial circumstances and investment or corporate objectives inrelation to the transaction under consideration.6.2 ConfidentialityA Corporate Finance Adviser should:(a) safeguard the confidentiality of information provided to it by its client; and(b) take reasonable steps to ensure that all other persons who receive theconfidential information from the Corporate Finance Adviser avoid an accidentalleak of information.6.3 Client’s behavio urA Corporate Finance Adviser should use all reasonable efforts to ensure that its clientunderstands the relevant regulatory requirements and their implications at all stages ofa transaction. Where a Corporate Finance Adviser becomes aware that its client is notcomplying with the regulatory requirements, it should advise its client to bring the matter to the attention of the Regulators at the earliest opportunity. If this is declined by theclient without valid reasons, it should consider the need to cease to act. When askedby the Regulators about a possible breach of a relevant regulation (whether committedby itself or by its client), a Corporate Finance Adviser should respond to the Regulatorsin a co-operative and truthful manner (to the best of its knowledge).6.4 Conduct towards a clientWhen acting for a client, a Corporate Finance Adviser should:(a) ensure that all representations made and information provided by it to its clientare true, accurate, complete and not misleading;(b) take all reasonable steps to give its client, in a comprehensive and timely manner,any information required (including advice on the Listing Rules, the TakeoversCode or the Share Repurchase Code) to enable its client to make a balanced andinformed decision;(c) be ready to provide a full and fair account of its fulfilment of responsibilitiestowards its client; and(d) ensure that it makes adequate disclosure of all relevant and material informationin its dealings with its client.7. Communication with RegulatorsA Corporate Finance Adviser must deal with the Regulators in an open and co-operative manner.7.1 Dealing with the RegulatorsA Corporate Finance Adviser should ensure that its day-to-day communication with theRegulators is only conducted by staff who are competent and conversant with theregulatory requirements.7.2 Co-operation with the RegulatorsA Corporate Finance Adviser should advise its client to co-operate fully with theRegulators, and to provide all relevant information and explanations upon request.7.3 ConsultationA Corporate Finance Adviser is encouraged to consult the Regulators at an early stageof a transaction or an issue to seek guidance on the transaction or issue underconsideration.8. Personal account dealingsA Corporate Finance Adviser should ensure that all personal account dealings areproperly conducted.The following guidelines are intended to address the basic principle that a CorporateFinance Adviser should avoid conflicts of interest when dealing in securities on its ownaccount while discharging its duties as adviser to its client.8.1 Personal account dealings(a) A Corporate Finance Adviser should have a policy which has been communicatedto Relevant Persons in writing on whether they are permitted to deal for their ownaccounts in securities or futures contracts.(b) In the event that Relevant Persons are permitted to deal for their own accounts insecurities or futures contracts:(i) the written policy should specify the conditions on which Relevant Personsmay deal for their own accounts;(ii) Relevant Persons should be required to identify all related accounts andreport them to the Designated Compliance Officer;(iii) Relevant Persons should generally be required to deal through theCorporate Finance Adviser (if it is also a registered person) or its affiliates;(iv) if Relevant Persons are permitted to deal through another dealer, theCorporate Finance Adviser and the Relevant Persons should arrange forduplicate trade confirmations and statements of account to be provided tothe Designated Compliance Officer;(v) any transactions for such Relevant Persons’ accounts and relatedaccounts should be separately recorded and clearly identified in theaccounting records of the Corporate Finance Adviser (if it is also aregistered person) or its affiliates; and(vi) the transactions of Relevant Persons’ accounts and related accountsshould be reported to and actively monitored by the DesignatedCompliance Officer who should not have any beneficial or other interest inthe transactions and who should maintain procedures to detectirregularities and ensure that the handling of these transactions or ordersby the Corporate Finance Adviser or its affiliates is not prejudicial to theinterests of the Corporate Finance Adviser’s clients.Notes:1. For the purposes of this paragraph 8.1, the term “related accounts”includes accounts of the Relevant Persons’ minor children andaccounts in which the Relevant Persons hold beneficial interests.2. A globally uniform policy on personal account trading which isconsistent with the provisions of paragraph 8.1 above wouldnormally be acceptable.8.2 Prohibition of dealingsFor the purpose of proper monitoring of personal account dealings and proprietarytrading, a Corporate Finance Adviser should maintain a watchlist and restricted listsystem.8.3 Proper monitoringA Corporate Finance Adviser should ensure that all personal account dealings insecurities and derivatives by Relevant Persons are properly monitored by theDesignated Compliance Officer.。
转贴:外企常用英文词汇及缩写百度空间外企公司常用缩写:RGDS: regardsTKS: thanksASAP: as soon as posibleBTW: by the wayFW: fowardCOD: code of conduct 公司行为规范准则OL: office ladyEG: for exampleFYI: for you informationETC: esmated time of completeETS: esmated time of shippingNG: no goodNFG: no fxxking goodFNG: fxxking new guy 常指把事情搞得一团糟的新员工SOB: son of a ***** 我的口头禅cc: copies send tobcc: copies send to undisclosed-recipients 这一招很阴毒,发文骂人,bcc老板,而受文者看不到你告状stand up meeting非正式的短会,比如说三两个人站在过道中间讨论一下事情,老外喜欢这样干;在外企必会的英文单词:background俺到外企上班了,那可是外企!像什么IBM什么的,用字母当公司名的那可都是大外企,不是什么民企能够比拟的!记得到UT找工作的时候,人力资源部(俺这叫HR)的领导看着我的简历说,你的background不错,俺心里就一阵兴奋,心想这可真到外企了呀!conferencecall这可是俺们的主要工作方式,有道是大call三六九,小call天天有,有事咱就call一下,call完该干吗咱还干吗呀!aggressive这是俺们领导表扬和批评人用的:“小×,你最近可是很不aggressive啊!”于是,俺是每天很aggressive地上班,很aggressive地下班。
addsb.toloop这就是说要把谁给绕到圈子里去,有的事知道的人少,这就很不好,应该让多些人知道,于是就把他绕到圈子里去。
股市英语词汇(三)下面是店铺整理的股市英语词汇,希望对大家有帮助。
正股 underlying stock正常买卖盘差额 normal order imbalance正常运行比率 uptime母公司 parent company; holding company永久债券 perpetual bond用户代号 User ID用户接纳测试 / 用户接收测试 user acceptance test (UAT)用户终端设施 user access「用者自付」原则 "user pay" principle申报期 reporting period申报会计师 reporting accountant立约成价 contracted price交叉买卖 / 交叉盘买卖 crossed trade; cross trade; crossing交叉盘系统 crossing system交付 delivery交收上限 settlement cap交收日 settlement date交收指示 settlement instruction (SI)「交收指示」交易 settlement instruction transaction交收指示状况报告(中央结算系统) SI Status Report(CCASS)交收指示的交易 SI transaction交收指示活动报告(中央结算系统) SI Activity Report(CCASS)交收指示整批传送(中央结算系统) Settlement Instruction Batch Upload(CCASS)交收风险 settlement risk交收报告(中央结算系统) Settlement Report(CCASS)交收期 settlement period交收银行 settlement bank交收积压 settlement backlog交投呆滞 slow trading交投活跃 active market交投淡静 quiet trading交投疏落 light trading交投畅旺 heavy trading交易大堂 trading floor; trading hall交易工作站 trading workstation交易及交收委员会 Trading and Settlement Committee交易及结算综合系统 integrated trading and clearing system 交易日 trading day交易日表 trading calendar交易市场 secondary market交易系统使用费(现货市场) trading tariff(cash market)《交易所(特别征费)条例》 Exchanges (Special Levy) Ordinance 《交易所及结算所(合并)条例》Exchanges and Clearing Houses (Merger)Ordinance交易所另项交易系统(英国) Stock Exchange Alternative Trading System (SEATS)(UK)交易所自动报价系统(英国) Stock Exchange Automated Quotations System (SEAQ)(UK)交易所参与者 Exchange Participant《交易所参与者及联交所交易权持有人名录》List of Exchange Participants & Holders of Stock Exchange Trading Rights 《交易所参与者市场占有率报告》Exchange Participants' Market Shares Report交易所参与者证明书 Exchange Participant Certificate交易所国际自动报价系统(英国) Stock Exchange Automated Quotations System for International Equities (SEAQI)(UK)《交易所规则》 Rules of the Exchange交易所买卖之期权 exchange traded option交易所买卖基金 exchange traded fund交易流通速度 turnover velocity交易能力 trading capacity交易商 dealer交易圈 / 交易场 pit; trading pit交易设施 trading facilities; execution facilities交易单位 trading unit交易费 Trading Fee交易量 trading capacity《交易运作程序─ 期权买卖交易所参与者专用》Operational Trading Procedures for Options Trading Exchange Participants 交易对手 counterparty交易征费 Transaction Levy交易柜位 trading booth交易转移(期权) trade give-ups(options)交易议价板 Bulletin Board交错到期组合 staggering maturities企业狙击手 corporate raider企业资讯资料库 Enterprise Information Database企业管治 corporate governance企业管治工作小组 Working Group on Corporate Governance 《企业管治常规守则及企业管治报告征求意见草拟本》 Exposure of Draft Code on Corporate Governance Practices and Corporate Governance Report企业融资协会 The Corporate Finance Association (CFA)《企业融资顾问操守准则》(证监会) Corporate Finance Adviser Code of Conduct(SFC)先进先出 first in, first out (FIFO)全面收购建议 general offer全面披露 full disclosure全面结算参与者 General Clearing Participant (GCP)全面豁免 blanket waiver; general waiver全面摊薄每股盈利 fully diluted earnings per share全球期货交易系统 Globex全国社会保障基金 National Social Security Fund全国电子交易系统(中国内地) National Electronic Trading System (NETS) (Mainland China)全部完成或放弃买卖盘 all-or-none order全资附属公司 wholly-owned subsidiary全数执行或立刻取消 Fill-or-Kill (FOK)全额或取消 Fill-or-Kill (FOK)全权代客买卖账户 discretionary account全权委托户口 discretionary account全权委托盘discretionary order; no-forcing order;order at discretion全权信托 discretionary trust全权管理人 discretionary manager共用代理人(中央结算系统) common nominee(CCASS)「共用代理人」股票 "common nominee" share certificate共用软件 shareware共同抵押品管理系统 Common Collateral Management System (CCMS)共同风险管理系统 Common Risk Management System再贴现 rediscount印花税 stamp duty《印花税条例》 Stamp Duty Ordinance印花税署署长 Collector of Stamp Revenue合成工具 synthetics合成期权 synthetic option合成认购期权长仓 synthetic long call合并 amalgamation; consolidation; merger合并有形资产净值 combined net tangible assets合并与收购 mergers and acquisitions合约互惠基金 contractual mutual fund合约股数 contract size合约乘数 contract multiplier合约规格 contract specifications合约单位 contract unit合格交付 good for delivery合格境内机构投资者 Qualified Domestic Institutional Investor (QDII)合格境外机构投资者Qualified Foreign Institutional Investor (QFII)合资企业 joint venture合资合同 joint venture contract合资格主管 Eligible Supervisor合资格机构买家 qualified institutional buyer合资格证券 eligible securities合营企业 joint venture同日行使 same day exercise同系附属公司 / 同集团附属公司 fellow subsidiary名义汇率 nominal exchange rate吊销资格令 disqualification order回升 rally回本期 payoff period回扣 / 回佣 rebate; commission rebate; sub-commission回收期 payoff period回抽佣金 sub-commission回报 return; payoff回报率 rate of return回补机制 claw back mechanism回应时间 response time回购 buy-back(cf repurchase agreement)回购协议 repurchase agreement (repo)回购权证 call warrant在交易所买卖的期权 traded option在建工程 construction-in-progress地区性指数认购权证 regional index call warrant多工作站 multiple-workstations多工作站系统 Multi-workstation System (MWS)多批交收处理程序 batch settlement run多种货币买卖 multi-currency trading多头* long position; bull position《如何撰写清楚易明的公布》(刊物)(证监会) How to Create Clear Announcements(publication)(SFC)存货 inventory存款公司公会 The Deposit-Taking Companies Association存管代理人 depository nominee存管处及共用代理人系统Depository and Common Nominee System (DNS)。
FUND MANAGER CODE OF CONDUCTFirst Editionpursuant to the Securities and Futures Ordinance (Cap. 571)April 2003Securities and Futures CommissionHong KongTABLE OF CONTENTSPage INTRODUCTION1ANISATION AND STRUCTUREanisation and Management Structure22.Staff Ethics5 II.FUND MANAGEMENT3.Fund Management74.Custody105.Operations10 III.DEALING WITH CLIENTS6.Dealing with Clients137.Marketing Activities158.Fees and Expenses15APPENDIX 1Minimum Content of Discretionary Client Agreement17FUND MANAGER CODE OF CONDUCTHONG KONGINTRODUCTIONPersons to whom this Code appliesThis Code sets out conduct requirements for persons licensed by or registered with the Securities and Futures Commission (SFC) whose business involves the discretionary management of collective investment schemes (whether authorised or unauthorised) (Fund Managers). These guidelines apply to all licensed or registered persons acting as Fund Managers, including, as appropriate, their representatives.InterpretationFor the purposes of this Code, a registered person means a “registered institution”and, except where the context otherwise requires, includes a “relevant individual” as defined in section 20(10) of the Banking Ordinance (Cap. 155), and “registered” shall be construed accordingly. A reference in this Code to “representatives” has the same meaning as section 167 of the Securities and Futures Ordinance.Purpose of this CodeThis Code aims, firstly, to supplement codes and guidelines applicable to all categories of licensed or registered person with guidance in respect of the minimum standards of conduct specifically applicable to Fund Managers. It does not replace any legislative provisions, codes or guidelines issued by the SFC. Secondly, it highlights existing requirements applicable to Fund Managers. Further reference should however be made to the legislation, codes and guidelines, and in the case of any inconsistency, the more stringent applicable provision will be applied. This Code does not have the force of law and should not be interpreted in a way that would override the provisions of any law.Effect of breach of this CodeBreach of any of the requirements of this Code will, in the absence of extenuating circumstances, reflect adversely on the fitness and properness of a Fund Manager and may result in disciplinary action. When considering a person’s failure to comply with this Code, SFC staff will adopt a pragmatic approach taking into account all relevant circumstances, including the size of the corporation, and any compensatory measures implemented by senior management.ANISATION AND STRUCTUREanisation and Management StructureIncorporation and Registration1.1 A Fund Manager should ensure that its business is properly incorporated andthat any person it employs or appoints to conduct business is properly licensed or registered in accordance with all applicable statutory requirements.Organisation and Resources1.2 A Fund Manager should maintain:(a)financial resources in accordance with all applicable statutoryrequirements;(b)sufficient human and technical resources and experience for the properperformance of its duties. This would be expected to vary dependingon the amount of assets under management by the corporation, and thetype and nature of the assets and markets in which the corporationinvests. The functions of the corporation including fund management,operations, compliance and audit should only be performed byqualified and experienced persons, who should receive appropriatetraining on an ongoing basis;(c)satisfactory internal controls and written compliance procedures whichaddress all applicable regulatory requirements;(d)satisfactory risk management procedures commensurate with itsbusiness;(e)adequate professional indemnity insurance cover commensurate withits business.Functional Separation1.3Where a Fund Manager is part of a group of companies which undertake otherfinancial activities such as advising on corporate finance, banking or broking, it should ensure there is an effective system of functional barriers (Chinese Walls) in place to prevent the flow of information that may be confidential and/or price sensitive between the different areas of operations. There should be physical separation between the activities and the different persons it employs or appoints to conduct business unless this is impossible given the size of the corporation, together with written procedures to document the controls. If physical separation is impossible, the corporation should prohibit dealing in price sensitive or confidential information.Segregation of Duties1.4 A Fund Manager should ensure that key duties and functions are appropriatelysegregated, unless this is impossible given the size of the corporation. In particular:(a)front office functions (which include making investment decisions,marketing and dealing in collective investment schemes, and placingorders to deal with brokers) should be physically segregated from backoffice functions (which include receiving broker confirmations, settlingtrades, accounting and reconciliation, valuing client portfolios andreporting to clients) and should be carried out by different staff withseparate reporting lines;(b)compliance and audit functions should if possible, be separated fromeach other, and have separate reporting lines from other functions;(c)the investment decision making process should be clearly delineatedfrom the dealing process.Note: A central dealing function is encouraged but is not mandatory.Responsibilities of Management“Senior management” means the Managing Director of a corporation or its Board of Directors, Chief Executive Officer or other senior operating management personnel in a position of authority over the corporation’s business decisions.1.5The senior management of a Fund Manager should:(a)be principally responsible for compliance by the Fund Manager withall relevant requirements under this Code, as well as the nurturing of agood compliance culture within the corporation;(b)maintain clear reporting lines with supervisory and reportingresponsibilities assigned to qualified and experienced persons;(c)ensure that all persons performing functions on behalf of thecorporation are provided adequate and up-to-date information aboutthe corporation’s policies and procedures applicable to them;(d)ensure that the performance of Fund Managers in managing clientaccounts is reviewed, on at least an annual basis.Compliance1.6.1 A Fund Manager should:(a)maintain an effective compliance function, including a DesignatedCompliance Officer, within the corporation to ensure that thecorporation complies with its own internal policies and procedures, andwith all applicable legal and regulatory requirements, including thisCode;(b)ensure that the compliance function possesses the technicalcompetence and experience necessary for the performance of itsfunctions.1.6.2The compliance function and Designated Compliance Officer should beindependent of other functions and report directly to the corporation’s senior management, unless this is impossible given the size of the corporation.Where there is no separation of functions, the corporation’s senior management should assume the role of Designated Compliance Officer.Compliance activities may be delegated to an appropriately qualified professional, although the responsibility and obligations may not be delegated.1.6.3The Designated Compliance Officer should maintain sufficiently detailedcompliance procedures to give senior management reasonable assurance that the corporation complies with all applicable requirements at all times.Audit1.7Where practicable, a Fund Manager should maintain an independent andobjective audit function to report on the adequacy, effectiveness and efficiency of the corporation’s management, operations and internal controls. The audit function should:(a)where practicable, be free from operating responsibilities, with a directline of communication to senior management or the audit committee,as applicable;(b)follow clearly defined terms of reference (including monitoring thetimeliness and accuracy of other functions) which set out the scope,objectives, approach and reporting requirements;(c)adequately plan, control and record all audit work performed, andrecord the findings, conclusions and recommendations;(d)report to management on all matters highlighted in the audit report,which should be resolved satisfactorily and in a timely manner.Where the size of the corporation does not justify a separate internal audit function, the relevant roles and responsibilities should be performed or reviewed by the external auditors.Delegation1.8Where functions are delegated to third parties, there should be ongoingmonitoring of the competence of delegates, to ensure that the principles of this Code are followed. Although the investment management role of the corporation may be sub-contracted, the responsibilities and obligations of the corporation to its clients may not be delegated.Withdrawal from Business1.9 A Fund Manager who withdraws from business should ensure that anyaffected clients are promptly notified and that proper arrangements remain in place for the safekeeping of client assets. Where a corporation is being wound up it should comply with all the applicable statutory requirements.2.Staff EthicsPersonal Account DealingNote: The following guidelines are intended to address the basic principles that persons engaged in fund management business, when transacting for themselves, must give their clients priority and avoid conflicts of interest. In the context of these guidelines, “relevant persons” means any employees or directors of a Fund Manager:•who in their regular functions or duties make or participate in investment decisions, or obtain information, prior to buying or selling investments onbehalf of a client;•whose functions relate to the making of any recommendations with respect to such buying or selling;or any persons over whom they exercise control and influence.As a minimum, these guidelines cover trading in shares and derivatives.Beyond this, however, the scope of investments that should be covered is not defined, as this may vary depending on the business of the corporation. A Fund Manager is expected to define the types of investment intended to be covered, to respect the principles outlined here.2.1.1 A Fund Manager should ensure that it has internal rules or provisions in itscontracts of employment for relevant persons as follows:(a)that relevant persons are required to disclose existing holdings uponjoining a Fund Manager and at least annually thereafter;(b)that relevant persons are required to obtain prior written permission forpersonal account dealing from the Designated Compliance Officer orother person designated by senior management. The permissionshould be valid for no more than 5 trading days, and be subject to the following constraints:(i)that relevant persons may not buy or sell an investment on aday in which the Fund Manager has a pending “buy” or “sell”order in the same investment until that order is executed orwithdrawn;(ii)that relevant persons may not buy or sell an investment for their personal account within 1 trading day before (if the relevantperson is aware of a forthcoming client transaction) or aftertrading in that investment on behalf of a client;(iii)that relevant persons may not buy or sell an investment for their personal account within 1 trading day before (if the relevantperson is aware of a forthcoming recommendation) or after arecommendation on that investment is made or proposed by theFund Manager;Note: Subject to rules being set down by the DesignatedCompliance Officer, the restrictions in (ii) and (iii) above neednot be applied where client orders have been fully executed andany conflicts of interest have been removed.(iv)that cross trades between relevant persons and clients be prohibited;(v)that short-selling of any securities recommended by the Fund Manager for purchase be prohibited;(vi)that relevant persons should be prohibited from participating in initial public offers available to clients of the Fund Manager orits connected persons, and should not use their positions to gainaccess to IPO’s for themselves or any other person;(c)that relevant persons are required to hold all personal investments forat least 30 days, unless prior written approval of the Designated Compliance Officer or other persons designated by senior management is given for an earlier disposal;(d)that relevant persons are required, either:(i)to hold their personal accounts with the Fund Manager or aconnected person and place all deals through that corporation;or(ii)obtain approval from the Designated Compliance Officer for outside broking accounts, and ensure that copies of records andstatements of personal transactions entered into by them aresubmitted to the Designated Compliance Officer.2.1.2 A Fund Manager should maintain appropriate procedures to distinguishpersonal transactions for relevant persons from other transactions, and to ensure that such transactions are properly approved and there is an adequate audit trail of such approval and the transaction [see 5.1(a)].2.1.3 A Fund Manager should not permit relevant persons to delay settlement ofpersonal transactions beyond the normal settlement time for the relevant market.2.1.4 A Fund Manager who is a relevant person should comply with the provisionsset out in 2.1.1 (a) to (d) above.Receipt or Provision of Benefits2.2 A Fund Manager:(a)should not offer or accept any inducement in connection with theaffairs or business of a client which is likely to significantly conflictwith the duties owed to clients;(b)in the case of a corporation, should maintain:(i)written guidelines, including monetary limits, about theacceptance by staff members of gifts, rebates or other benefitsreceived from clients or business contacts, to give effect to (a);(ii) a register of benefits received above the specified limit.II.FUND MANAGEMENT3.Fund ManagementInvestment within Client Mandate3.1 A Fund Manager should ensure that transactions carried out on behalf of aclient are in accordance with the portfolio’s stated objectives, investment restrictions and guidelines, whether in terms of asset class, geographical spread or risk profile.Best Execution3.2 A Fund Manager should execute client orders on the best available terms,taking into account the relevant market at the time for transactions of the kind and size concerned.Prohibition on Insider Dealing3.3 A Fund Manager should not effect or cause to be effected any transactionbased on confidential price sensitive information or when otherwise prohibited from dealing by statutory restrictions on insider dealing, and should have procedures in place to ensure that staff are aware of such restrictions.Order Allocation3.4 A Fund Manager should:(a)ensure that all client orders are allocated fairly;(b)make a record of the intended basis of allocation before a transaction iseffected;(c)ensure that an executed transaction is allocated promptly in accordancewith the stated intention, except where the revised allocation does notdisadvantage a client and the reasons for the re-allocation are clearlydocumented.Portfolio Turnover3.5 A Fund Manager should not trade excessively on behalf of the client portfolio,taking into account the portfolio’s stated objectives.Underwriting3.6Unless specifically permitted in the Client Agreement or client mandate, aFund Manager should not participate in underwriting activities on behalf of a client. Where underwriting is undertaken on behalf of a client, all commissions and fees received under such contract should be credited to the client account.Participation in Initial Public Offers3.7Where a Fund Manager participates in an initial public offering on behalf ofclients, it should ensure that:(a)the allocation of stock received in the offering provides for a fair andequitable allocation amongst clients;(b)preferential allocations are prohibited;(c)the reasons for all allocations are documented.Transactions with Connected Persons3.8 A Fund Manager should not carry out any transaction on behalf of a clientwith a corporation which is a connected person unless such transaction iscarried out on arm’s length terms, consistent with best execution standards, and at a commission rate no higher than customary institutional rates. In the case of an authorised collective investment scheme, total transactions with connected persons should not exceed 50% of the scheme’s transactions in value in any one financial year of the scheme, except with the approval of the SFC.3.9 A Fund Manager should not deposit or borrow funds on behalf of a client witha connected person unless:(a)in the case of a deposit, interest is received at a rate not lower than theprevailing commercial rate for a deposit of that size and term; and(b)in the case of a loan, interest charged and fees levied in connectionwith the loan are no higher than the prevailing commercial rate for asimilar loan.Cross Trades3.10.1A Fund Manager should only undertake sale and purchase transactionsbetween client accounts (cross trades) where:(a)the sale and purchase decisions are in the best interests of both clientsand fall within the investment objective and policies of both clients;(b)the trades are executed on arm’s length terms at current market value;(c)the reason for such trades is documented prior to execution; and(d)such activity is disclosed to the client.3.10.2Cross trades between house accounts and client accounts should only bepermitted with the prior written consent of the client, to whom any actual or potential conflicts of interest should be disclosed. Cross trades between staff personal accounts and client accounts should be prohibited.House Accounts“House account” means an account owned by a Fund Manager or any of its connected persons over which it can exercise control and influence.3.11When dealing for a house account, a Fund Manager should:(a)give priority to satisfying a client order. Where a client order has beenaggregated with another order, the client’s order must take priority inany subsequent allocation if all orders cannot be filled;(b)not deal in accordance with a recommendation, research or analysis tobe published to clients until the clients have had a reasonableopportunity to act on the information;(c)except with the prior written consent of the Designated ComplianceOfficer, not deal ahead of any transaction to be carried out on behalf ofa client, or, where the house account and a client have invested in thesame investment, only dispose of its holdings following, or togetherwith, the disposal of holdings on behalf of a client. The DesignatedCompliance Officer should properly document the reasons for anyconsents given.4.CustodySafety of Client Assets4.1 A Fund Manager should ensure that the assets entrusted to it are properlysafeguarded. If the Fund Manager is responsible for making custody arrangements this means:(a)if permitted by the terms of its license, it may retain the responsibilityfor safekeeping in a segregated trust account; or(b)it should arrange for the appointment of a custodian (see below), takingall reasonable steps to ensure that the custodian is properly qualifiedfor the performance of its functions. On an ongoing basis, a FundManager should satisfy itself as to the continued suitability andfinancial standing of any appointed custodian.Appointment of Custodian4.2 A custodian appointed by a Fund Manager should be either:(a) a registered trust company;(b)an authorised financial institution (including a licensed bank, deposit-taking company or restricted-license bank) or the subsidiary of alicensed bank;(c) a banking institution or trust company outside Hong Kong that issubject to prudential supervision; or(d)any other appropriately qualified institution appointed with the priorwritten consent of the client.5.OperationsRecords Required to be Kept5.1 A Fund Manager should keep its accounts and records properly and in linewith all applicable statutory requirements. Proper record keeping includes:(a)maintaining an audit trail of all transactions effected by the FundManager, all information relating to client accounts produced by thirdparties and all relevant internal reports, by keeping all transactionrecords such as contract notes from third party brokers, client registers,accounting/securities ledgers, registers of securities, and records ofinvestment processes adopted;(b)maintaining appropriate procedures for the safekeeping, retrieval andstorage of documents and records; and(c)complying with provisions of the Securities and Futures (Keeping ofRecords) Rules.Auditors and Audited Accounts5.2 A Fund Manager should appoint a firm of auditors to perform an audit of thefinancial statements of the corporation on at least an annual basis. The audited accounts should be filed in accordance with the applicable statutory requirements and be made available to clients upon request.Portfolio Valuation5.3All assets held by a Fund Manager on behalf of clients should be valued on aregular basis and the basis of valuation disclosed to clients. Unless otherwise agreed with a client or specified in a collective investment scheme’s constitutive documents, valuation should be made in accordance with the following general principles:(a)listed securities should be consistently valued at a price representativeof either the daily opening, mid, closing or average price for thatsecurity at the stock exchange or market on which that security is listedor traded as indicated by an automatic price feed or other independentpricing source;(b)unlisted or unquoted securities should be valued at cost price subject toadjustment by reference to:(i)comparable third party transactions in the same investments,taking into consideration the cost of the investments;(ii)any appraisals of the relevant investments or issuer of theinvestments undertaken by qualified accountants, appraisers orcredit rating agencies. Where necessary the Fund Managershould seek independent confirmation of the valuation from asuitably qualified person; and(iii)any information generally about the relevant investments orissuer of the investments that is or becomes known to the FundManager from independent sources;(c)units or shares in collective investment schemes should be consistentlyvalued by reference to the latest quoted price;(d)any listed securities which are not actively traded or have beensuspended from trading should be identified and the price at which thatsecurity is valued should be monitored. In this case, a Fund Managershould maintain procedures to:(i)demonstrate that it will actively seek independent confirmationof the appropriate price for the security from suitable brokers ormarket makers;(ii)identify when such a security will be written down or writtenoff in the valuation of a client account; or(iii)ascertain whether it will in appropriate situations transfer thesecurity to its own account and if so, at what price the clientaccount will be compensated for the transfer.Net Asset Value Calculation and Pricing5.4In connection with a collective investment scheme, a Fund Manager shouldensure that a valuation is carried out, in accordance with the constitutive documents of the scheme, to calculate accurately the net asset value of the scheme.Reconciliations5.5 A Fund Manager should arrange to carry out reconciliations of thecorporation’s internal records against those issued by third parties e.g. clearing houses, banks, custodians, counterparties and executing brokers, to identify and rectify any errors, omissions or misplacement of assets, as follows:(a)reconciliations should be performed at least monthly;(b)reconciliations should be prepared from an asset register that ismaintained and used to update client asset ledger accounts.Disclosure of Interests5.6 A Fund Manager should disclose all interests in securities as required by allapplicable statutory requirements and have procedures in place to ensure that staff are aware of such requirements.III.DEALING WITH CLIENTS6.Dealing with ClientsProviding Information About the Corporation6.1 A Fund Manager should:(a)provide clients with adequate information about the corporationincluding its business address, relevant conditions or restrictions underwhich its business is conducted, and the identity and status of personsacting on its behalf with whom the client may have contact;(b)disclose the financial condition of its business to a client upon request.Confidentiality6.2 A Fund Manager should maintain proper procedures to ensure confidentialityof client information.Account Opening Procedures/Information About Clients6.3 A Fund Manager should:(a)take all reasonable steps to establish:(i)the client’s full and true identity, including the identity of theactual beneficiaries, where appropriate, and verify thatidentification where required;(ii)where appropriate, the client’s financial situation, investmentexperience, and investment objectives; and(b)maintain written procedures to comply with all relevant legal andregulatory requirements against money laundering, including theSFC’s Guidelines on Money Laundering.Client Agreements (Discretionary Services)6.4.1 A Fund Manager should ensure that a written agreement (Client Agreement) isentered into with a client before any services are provided to or transactions made on behalf of that client. A Client Agreement should contain at least such information set out in Appendix 1 and be provided in a language understood by the client.6.4.2Notwithstanding the above, in the case of a collective investment scheme:(a)where a Fund Manager is providing services to a collective investmentscheme, a written management agreement in accordance with the rulesof the collective investment scheme may be regarded as a ClientAgreement;(b)where a Fund Manager is acting as distributor of a collectiveinvestment scheme on a non-discretionary basis, an authorised offeringdocument and application form in accordance with the Code on UnitTrusts and Mutual Funds may be regarded as a Client Agreement.Reporting: Periodic Statements6.5 A Fund Manager should adhere to all relevant legal and regulatoryrequirements in respect of reporting, including the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules.Valuations and Performance Reviews6.6Except as agreed otherwise in writing by the client or where the portfolio is acollective investment scheme, a Fund Manager should:(a)review the performance of each client’s account against any previouslyagreed benchmark, either in writing to the client or by way of meeting,at least twice a year;(b)provide written portfolio valuations to the client at least as regularly asprovided in the Client Agreement. The report should, as a minimum,include the following:(i)the date at which the report is made;(ii)the contents and value of the client portfolio at that dateincluding income received;(iii)movements in the value of the client portfolio;(iv)any open positions in relation to derivative transactions.Complaints6.7 A Fund Manager should maintain:(a)procedures to ensure that:(i)complaints from clients relating to its business are handled in atimely and appropriate manner;。