STAFF DEALING POLICY

Trading officers/account executive shall identify all discretionary accounts annually at the financial yearend in March and/or upon request.  Trading officers/account executive shall obtain approvals from director(s) of the company for operate an outside trading account other than Rosa Securities Limited.  Trading officers/account executive shall report the trading details of their outside trading accounts, if any, to the company annually at the financial yearend in March and/or upon request.    Trading of clients shall have priority over self-trading including account executive and trading officers.  Client codes, including account executive and trading officers, must be input into trading system MWS or AMS which are not changeable after execution to guarantee safety and fairness.  Staff trading shall only be operated under self-name for proper supervision.  Speculation is not encouraged for trading officers.   Trading of trading officers/account executive shall be reviewed by directors.  Trading officers and account executive shall also follow the following trading guidelines

TRADINGS GUIDELINES 僱員交易指南 

A. Definitions 定義

l          “child of Employee” means any child of Employee under the age of 18 or over the age of 18 and under the age of 25 being a dependent of the Employee.  Children of Employee shall be construed accordingly;  僱員之子女指僱員之任何不超過十八歲或超過十八歲而少過二十五歲仍為依靠僱員之任何子女。 僱員之子女們應據此相應地詮釋;

l          “associate” means any person whom an Employee is able to influence as regards securities dealings and would normally include: - (i) an Employee’s spouse or children or a member of his immediate household; and (ii) an immediate member of the Employee’s family or of the family of the Employee’s spouse.  It also means any company, corporation, association or their business entity which an Employee is able to influence as regards securities dealings and would normally include an entity in which: - (i) an Employee or his spouse is interested and which is under his or his spouse’s (as the case may be) effective control; (ii) an Employee’s spouse or children or a member of his immediate household whose investment decisions are taken on the Employee’s advice is interested and which is under that person’s effective control; and (iii) any person who is an immediate member of the Employee’s family or of the family of the Employee’s spouse and whose investment decisions are taken on the Employee’s advice is interested and which is under that person’s effective control;  聯繫人士指任何可被僱員影響有關其證券雀R賣的人士,通常會包括:(i) 僱員之配偶或子女們或其直接住戶的一員;及(ii) 僱員直系家屬或其配偶直系家屬之一成員。 聯繫人士亦指任何可被僱員影響有關其證券雀R賣的公司、法團、協會、或其他商業個體,通常會包括:(i)僱員或其配偶擁有權益及該僱員或其配偶(視何情形而定)有實質控制的個體;(ii)僱員之配偶或子女們或其直接住戶的一員(他的投資決定是聽從僱員的建議後作出的)擁有權益及有實質控制的個體;及(iii)任何人士為僱員直系家屬或其配偶直系家屬之一成員(該人士的投資決定是聽從僱員的建議後作出的)擁有權益及有實質控制的個體;

l          “exchanges” means The Stock Exchange of Hong Kong Ltd and any other exchange on which the Employer trades or will trades; “交易所指香港聯合交易所有限公司及本公司在內買賣或將於買賣的交易所或證券野奕鶠F

l          “firm” means the Employer and any associated company of the Employer, associated companies mean any two or more companies or bodies corporate including Employer, one of which is the holding company of the other or others;  本公司指僱主及任何僱主的聯繫公司。聯繫公司指任何兩間或以上的公司或法人團體(包括僱主在內),而其中一間是另外一間或其他公司的母公司;

l          “securities” is as defined in the Securities Ordinance (Cap. 333); “證券指如在證券陰屭(第三三三章)內的定義;

l          “commodity" is as defined in the Commodities Trading Ordinance and all such equivalent products listed or traded on markets outside Hong Kong; and “商品指如在商品條例(第二五零章)內的定義,及所有在香港港以外的市場上市或交易的同等產品;及

l                     controller” means the highest position on-duty personnel in charge of clients’ trading or the Manager.  主管指在當值之最高職位客戶交易代表或公司經理。

B.  Employee or associate shall not deal in any security with respect to: (a) which the firm has in the course of or in connection with its business, (b) or the Employee has in the course of or in connection with his employment or dealing on behalf of the Firm; information  (i) which is not generally available to he public and holders of the security concerned  (ii) and if the information were so available would likely bring about a material change in the market price of the security concerned.  (Such information includes knowledge of outstanding or probable orders in the security concerned.)  若有以下情形涉及某證券,僱員或聯繫人等則不能買賣該證券部G(a) 本公司在進行其業務過程中或與其業務有關連而得到;(b)或該僱員在工作上或與其工作有關連或代本公司作交易而得到如下的資料: (i)公眾與有關證券釩蠾酗H不能普遍獲得的資料 (ii)及若該資料可被普遍獲得,很可能有令有關證券釭漸姣蠾陪咫j轉孌。(該等資料包括有關證券野憫髡赤熄R賣指示或可能有買賣指示的消息。)

C.       Employee or associate shall not deal in the following securities: - 僱員或聯繫人等則不能作以下證券釭熄R賣:

(i)    a security of the Firm or any of its subsidiaries and any other securities with which the Firm is closely connected as determined by the Firm for a period of 6 weeks prior to the announcement of the interim or final financial report of the Firm or any of the aforesaid subsidiaries except with the prior approval of the Firm;  除非有本公司事先批准,在本公司或任何其附屬公司公佈其中期或末期財政報告前六星期期間,作本公司或其附屬公司的證券雀R賣,及作與本公司有密切關係(隨本公司決定)的任何證券雀R賣;

(ii)     a security of an offeree company during the offer period of a take-over where the Firm is acting as a corporate finance adviser or involved in the take-over in any way;  提出收購期間的被收購公司的證券,而本公司作為該公司的公司財務顧問或以任何形式與該收購有關連;

(iii)    a security which is related to a publicly listed company which is also a client of the Firm; or  與一間公開上市公司有連繫亦為本公司客戶的證券;或

(iv)    a security in which a client of the Firm is dealing or where orders are being solicited either by written research or spoken communication by the Firm.  本公司客戶正在作交易的證券,或其買賣指示是從本公司的書面研究或口頭聯絡所兜攬而來的證券。

D.      Employee or associate shall not sell a security within 60 days of the first official date of dealings in such security was acquired in any offer for sale in which the Firm was involved.  僱員或聯繫人等不可在正式交易首日後的六十天內售賣任何本公司有參與的出售邀請中獲得的任何證券。

E.       Employee or associate shall not knowingly deal directly for his or its own account with a client of the Firm.  僱員或聯繫人等不能有意地為本身賬戶直接與本公司的客戶買賣。

F.       Employee or associate shall not deal against the interests of the Firm in any security in which the Firm makes a market and all dealings in such security require the prior approval of the Firm.  僱員或聯繫人等不能在本公司為某一證券釣豲y市場時,以相對本公司利益作買賣,及所有此等證券釭熄R賣需要得到本公司的事先批准。

G.      Employee or associate shall not purchase, sell or otherwise deal, directly or indirectly, in any security that is the subject of research and/or recommendation by the Firm 3 weeks before and after the issue of the relevant research, report or recommendation.  在發放有關研究、報告或建議三星期之前及之後,僱員或聯繫人等不能直接或間接地買、賣或以任何方式買賣任何一隻為本公司研究及/或建議主題的證券部C

H.      Where dealing in a security is not prohibited by these guidelines, the following dealings in such securities shall be done ONLY through the Firm in accordance with these guidelines:   當某證券釭熄R賣不在此指南禁制之內,該證券釭漱U列買賣只能根據此指南透過本公司進行:

(a)              by Employee or associate;  僱員或聯繫人等的買賣;

(b)             by any trust (regardless of who the beneficiary may be) where Employee or associate is a trustee and takes part in investment decisions;  任何信託的買賣,而無論受益人為誰,僱員或聯繫人等為該信託的一受託人及參與作投資決定;

(c)              by any trust where Employee or associate is a beneficiary and takes part in investment decisions;  任何信託的買賣,而僱員或聯繫人等為該信託的一受益人及參與作投資決定;

(d)             by any company where Employee or associate has sufficient shareholding to control or influence the company, its board or the conduct of the company’s business;  任何公司的買賣,而僱員或聯繫人等有足夠持股量去控制或影響該公司、該董事局、或該公司的業務運作;

(e)              applications for new issues by Employee or associate; or  僱員或聯繫人等的新發行證券野蚑苤F或

(f)              any other dealings in which Employee plays a part in the investment decision either for friends, relatives or family investment vehicles or where an employee may directly or indirectly receive any economic benefit.  任何其他買賣,而有該等買賣中,僱員參與為朋友、親屬或家屬投資工具所作的投資決定,或從該等買賣中僱員可直接或間接地收取任何經濟利益。

I          All dealings by Employee, associate or by any trust as mentioned in paragraph H above (“Dealings”) must be effected inthe name of the employee, the relevant associate or trust (as the case may be).  所有在以上第H段提及的僱員、聯繫人等或任何信託所作的買賣(“所述買賣”)一定要以僱員、有關聯繫人等或信託的名義(視何種情形而定)進行。

J          Employee’s Dealings orders shall be entered into the trading system of the Firm or the Exchange. 僱員所有所述買賣指示必須輸入本公司或交易所的交易系統。

K        When the Firm executes a Dealing for Employee, he shall be treated as if he were a client of the Firm and his rights and obligations shall be the same as those of the clients of the Firm except at the Firm’s discretion,   (a) the brokerage and/or the Firm’s charges related to the Dealings may be at a reduced rate but subject to the Rules of the Exchange; and   (b) dealing for a client of the Firm or for the Firm itself shall always have priority over the Dealings particularly in terms of the most favourable dealt prices and the order of allocation in the event of a partially filled order. 當本公司為僱員執行所述買賣,必須把僱員視作本公司客戶對待,而僱員的權利和義務,除下述外,必須與本公司的客戶的權利和義務相同:  (a) 惟限於交易所規則,本公司有酌情權減低經紀佣金及/或本公司與所述買賣有關的費用;及  (b) 本公司客戶或本公司的買賣永遠比所述買賣有優先權,尤其是以最優惠交易價及在部份完成指示的情形下分配的次序來說。 

L         All Dealings shall be confined to transactions, which are reasonable within the means of Employee or associate or trust (as the case may be) or the agreed credit facility from the firm.  全部所述買賣必須限於僱員、聯繫人等或信託(視何種情形而定)的合理能力或與本公司已有協議的信用安排的範圍內買賣。

M      All Dealings by Employee must be limited to reasonable levels having regard to his work commitments to the Firm as well as his financial position.  僱員的所有買賣必須規限於考慮到其與本公司工作份量及其經濟狀況的合理程度內。

N        Where it is found that any of these guidelines has been breached, the Firm shall have the right to reverse any Dealing which is subject to these guidelines, with or without notice to Employee or associate and at the Employee’s cost and expense, or the cost and expense of the associate and any profit will be retained by the Firm for its own use if subsequent investigation justifies such retention, provided any reversal of Dealing under this paragraph is reasonable in the circumstances.  當發覺違反此提指南的任何一條,無論有否通知僱員或該聯繫人等,本公司將有權推翻任何被此指南所規限的所述買賣,及會由僱員或該聯繫人等負責費用與支出;及若其後調查證明本公司保留任何利潤作為私用是正當的話,本公司會作出該等保留,但推翻該所述買賣只能在合理情形下才可進行。

O        Any new client introduced by Employee shall be approved by the Firm/the controller prior to trading.  任何僱員介紹的新客戶在進行買賣前,必須由本公司/主管批准。

P         The burden of proving compliance with these guidelines is on the Employee concerned and if in any doubt, employee is advised to consult the Firm/the controller before undertaking any Dealing.  證明有遵守此指南的責任在僱員身上,若有任何疑問,在此勸喻僱員在進行任何買賣前與本公司/主管查詢。

Q        The Firm/the controller will review all Dealings daily and has he right to require any transaction to be reversed under paragraph N above where there is any possibility that such transaction to contrary to the interests of any of its clients or in breach of any of these guidelines.  In such event, the employee concerned will have to make good any shortfall or loss to the parties involved unless the employee concerned is able to establish that he did not know or could not have reasonably known of the possibility that such Dealing would likely be contrary to the interests of any of the Firm’s clients or be in breach of any of these guidelines. 本公司/主管會每日審核所有僱員所述買賣,及若有關買賣可能與本公司任何客戶的利益有相對情形或違反此指南的任何一條,本公司有權根據以上第N段要求將該買賣推翻。在該情況下,除非僱員能夠証實他當時並不知道或不能合理地知道該等買賣有可能與本公司任何客戶的利益有相對情形或違返此指南的任何一條的可能性,僱員將需補賞有牽連人士的任何不足或損失。

R        Employee cannot enter into any transaction if he knows or should reasonable have known that the transaction is likely to be detrimental to have an adverse effect on the interests of the Firm or any of the Firm’s clients or cause or counsel an associate or another person or entity to enter into such transaction.  若僱員知道或應該合理地知道某項買賣很有可能對本公司或任何客戶的利益有損或有不良影響,則僱員不能進行任何該等買賣,或促使或唆使聯繫人等或另一人士或個體進行該等買賣。

S         Employee shall always execute clients’ and house orders with priority to Employee’s and spouse’s order(s).  As to prevent disputes, if there are order(s) with the same stock placed within the same minutes and at the same price to the same trader (may be the employee himself) from Employee or spouse and Clients or house, clients’ and/or house orders shall always have the priority no matter which is/are placed first.  If Employee is in breach, the Firm may cancel or reverse any relevant Dealing in favor to the client(s) or house, except written acceptance(s) from client(s) or the firm is/are obtained.   All cost or loss result from the cancellation or revision is to be borne by the employee.  僱員必須在任何情況下先處理客戶及公司之買賣指示。若有任何客戶/公司及僱員/其配偶之同股份、同價、同分鐘、於同一交易員(或營業商本人)落盤之買賣指示,不論誰指示先處理,先處理之買賣指示必須歸於客戶或/及公司。若僱員違反此指引,除得到客戶或公司書面同意外,本公司會基於客戶或公司之利益撤消或推翻任何有關所述買賣,費用及所有損失並由僱員負責。

T        Employee shall, upon becoming aware of any fact which he knows or reasonable believes may constitute a breach of any laws, any Rules or Regulations of the Exchange or any other applicable rules or regulations, immediately report the same to the Firm/the controller and to the Exchange.  僱員必須在知曉任何他知道,或合理地相信可構成違反任何法例、任何交易所規則或規例或任何適用的規則或規例的事情後,立即向本公司/主管及交易所報告有關事情。

U        If Employee is in breach, or attempts to do any act or omits to act which would result in a breach of any of these guidelines, the employee will be subject to disciplinary action by the Firm which may include cancellation or reversal of any relevant Dealing with costs to be borne by the employee and any loss borne by the employee, any gain or profit made or realized by the employee to be disposed of as the Firm may direct, summary dismissal and reporting of the matter to the Exchange and the Securities and Futures Commission.  若僱員違反或試圖作出任何行動而會引致違反此指南的任何一條,本公司會對僱員採取紀律行動,紀律行動可包括撤消或推翻任何有關所述買賣,並由僱員負責費用及所有損失,任何僱員得到或折現的得益或利潤可由本公司隨意地分配,即時解僱,及向交易所和證券酗帤螺f事務監察委員會報告該等事件。

V        Any breach of these guidelines involving securities or circumstances set out in paragraphs B-G of these guidelines will normally result in summary dismissal and reporting of the matter to the Exchange and the Securities and Futures Commission.  任何違反此指南而牽涉到證券釧峖鼠南內第BG段所述情況,通常會有即時解僱及將事件報告至交易所和證券及期貨事務監察委員會的後果。

W       If Employee believes that strict application of any of these guidelines may give rise to difficulty in his circumstances, the employee may make written application to the Firm/the controller for exemption from any particular guideline(s) with supporting reasons and appropriate documentation.  Such application shall be considered by the Firm/the controller on a case-by-case basis.  倘僱員相信嚴格執行此指南的任何一條會因其處境造成困難,則僱員可向本公司/主管書面申請豁免對其應用任何一條指南,並提供支持理由及適當文件。該等申請會由本公司/主管以個別基礎處理。

X        Employees may arrange to have their investments managed on a fully discretionary basis by an independent investment manager.  However a written application should still be made to the Firm/the controller for any exemption from these guidelines. 僱員可安排其投資由獨立投資經理以全權代理基礎處理,但仍應向本公司/主管書面申請豁免對其應用此指南。

 

AML POLICY

Based on the latest Anti Money Laundering regulations in Hong Kong, Rosa Securities Limited has a responsibility and a commitment to actively prevent money laundering and funding terrorist activities.  To fulfill this goal we have adopted internal policies, procedures and controls to identify the true identity of the client.  We verify client identity through documentary evidence and the client shall produce the following documents and statements for account opening:

(a)      original Hong Kong Identity Card, passport or equivalent

(b)     copy of Hong Kong Identity Card, passport or equivalent for records

(c)      a valid address proof from recognized entity(ies), and

(d)     a self-named bank account details (also for settlement purpose)

And also all trades are closely monitored by director, currently David Da Rosa, includes but not limited to the following guidelines. 

(a)      (Country/geographic risk)  Special attention shall be put on clients from countries where corruption is widespread. 

(b)     (Customer/Product risk)  Clients, not familiar to the AE/staff, may be questioned about their source of fund and occupation and try to determine whether he performs a political and/or public function during the account opening interview.  Simple internet search on newly opened accounts and search at world compliance (www.worldcompliance.com) if required.  Although cash is generally not accepted for settlement, special attention shall be put on clients who do so.  Special attention shall be put on company with low issued capital. 

(c)      Customer due diligence (CDD) measures shall be applied on politically exposed persons (PEP) on high risk customers from above mentioned risk-based approach includes obtaining senior management approval and appropriate measures to ascertain the source of funds, which may be varied from case to case.

(d)     Enhanced due diligence (EDD).  Customer must be physically present for identification purposes.

(e)      Enhanced due diligence (EDD).  If customer has a correspondent banking relationship with us, then additional measures shall be applied, includes but not limited to the following: gather sufficient information such as reputation, AML controls of the corporate client, obtaining senior management approval and providing additional documents upon request.

(f)      For Corporate Clients (opened after 3/2012), the following procedures shall be done:

(i)                   No foreign company shall be accepted

(ii)                 Certificate of Incorporation, Annual Return (AR1), Board Resolution, ID copy of all directors & Authorized Signatures, Memorandum & Articles of Association (M&A), Business Registration Certificate (BR), ID copy of all shareholders holding 10% of the voting rights (low-risk company approved by senior management exempted), ID copy of any important person to the company (including any person with Power of Attorney (POA)

(iii)                Company search through at company registry web site (www.icris.cr.gov.hk)

(iv)                Identity card of

(g)     Suspicious transaction(s), includes but not limited to the trades of PEP, (for example inconsistent trading behavior, cash deposit over $1,000,000 & request for issuing payments in favor of 3rd party) shall be reported to Money Laundry Responsible Officer (MLRO) which will be in-depth investigated and all account documents will be reviewed.  The said transaction may be reported to Joint Financial Intelligence Unit (JFIU) and Financial Service and the Treasurer Bureau, if necessary. 

(h)     All circulars regarding PEPs issued by SFC will be reviewed and checked against RSL client database. 

(i)       All trading records, including suspicious trades, are well kept according to SFC requirement. 

 

MONEY LAUNDRY GUIDELINES

i.                         Client shall not deposit any cash for more than 10,000 dollars and/or present any third-party cheque to us, and/or deposit money from any third party in whatsoever ways to any accounts with us for margin, settlement and/or custody purposes;

ii.                       In case of deposit as described in 11 (i) with us, client may be required to provide written documents from a qualified solicitors registered in Hong Kong verifying that the said client own the said sum of money and both the qualified solicitors and the said client may be required to indemnify and keep us indemnify against any damages, losses and claims from me/us and/or any other third party.  The said client shall bare full cost in preparing such guarantee and indemnity. We reserve the right to retain the said sum of money at our absolute discretion. And

iii.                      Client shall only give us money withdrawal instructions payable in the said client’s name.