Hong Kong extends cross-border retail fund distribution network to the Middle East: Mutual recognition of funds between the United Arab Emirates and Hong Kong

Starting point

Any investment fund that is seeking or has obtained SFC authorisation for public offering in Hong Kong pursuant to Section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) must comply with the relevant provisions of the SFO and its subsidiary regulations, the primary one being the SFC Handbook for Unit Trusts and Mutual Funds, Investment-Linked Assurance Schemes and Unlisted Structured Investment Products, as well as other guidelines, circulars and FAQs issued by the SFC from time to time (“Hong Kong Requirements”).  Provided that a UAE-domiciled fund is able to comply with relevant laws and regulations of its home jurisdiction, as well as the conditions prescribed in the UAE-HK MRF Circular, it will generally be deemed to have complied in substance with the Hong Kong Requirements, and as such will be afforded a streamlined process of authorisation for public offering in Hong Kong.

Eligible fund types

A UAE-domiciled fund must be a collective investment scheme which is licensed by the SCA under the SCA Board of Directors' Chairman Decision No. (01/RM) of 2023 Concerning the Regulations as to Investment Funds for public offering in the UAE, and must fall within the following eligible fund types⁴:

1. general equity funds, bond funds, mixed funds and funds that invest in other schemes;
2. feeder funds;
3. unlisted index funds; or
4. exchange-traded funds (ETFs).

Eligible UAE investment management companies

The UAE investment management company of an eligible UAE-domiciled fund must be licensed by the SCA to manage collective investment schemes in accordance with The Chairman of the Authority's Board of Directors' Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms Rule Book (Section 3 Chapter 5 Article 10) and the SCA Board of Directors' Chairman Decision No. (01/RM) of 2023 Concerning the Regulations as to Investment Funds.  The UAE investment management company must also satisfy other eligibility requirements, including having a paid-up share capital and non-distributable capital reserves of HK$10 million or its equivalent in Dirham or other foreign currencies, and must not have been the subject of any major regulatory or enforcement actions taken by the SCA in the past three years.

Alternatively, an eligible UAE-domiciled fund may be a self-managed scheme.

Hong Kong representative

A UAE-domiciled fund must appoint an entity in Hong Kong as its Hong Kong Representative.  The Hong Kong Representative must either be licensed or registered under the SFO, or be a trust company registered under the Trustee Ordinance (Chapter 29 of the Laws of Hong Kong) and is an affiliate of an authorised financial institution defined under the SFO.

SCA supervision

In order to be eligible to seek authorisation in Hong Kong under the UAE-HK MRF, an eligible UAE-domiciled fund must be, and remain authorised by the SCA for public offering in the UAE.  The investment management company of the fund must also be, and remain licensed by the SCA to manage collective investment schemes in accordance with the relevant laws and regulations of the UAE. 

Offering documents

An eligible UAE-domiciled fund may use its SCA-approved offering documents to apply for SFC authorisation.   The SCA-approved offering documents may be supplemented by a Hong Kong covering document insofar as any additional disclosures under the UAE-HK MRF Circular and any other information which may have a material impact on Hong Kong investors are required to be included. 

Offering documents and notice of any UAE-domiciled fund that has obtained SFC authorisation under the UAE-HK MRF (“SFC Authorised UAE Fund”) must be made available to investors in both English and Chinese. 

Sale, distribution and advertising

The sale and distribution of an SFC Authorised UAE Fund must be carried out by SFC-licensed intermediaries and must comply with the relevant Hong Kong laws and regulations governing the sale and distribution of funds.

Any advertisements in relation to the SFC Authorised UAE Fund must comply with the Advertising Guidelines Applicable to Collective Investment Schemes Authorised under the Product Codes, and other relevant Hong Kong laws and regulations (as applicable).

Application process and SFC consultation

An applicant under the UAE-HK MRF must request the SCA to provide a certificate directly to the SFC, confirming that the eligibility requirements applicable to the UAE-domiciled fund and its investment management company have been met before the SFC will take up the application.  Typically, the SFC will issue a letter within 5 business days upon the receipt of a complete application and the requisite supporting documents, confirming that they will process the application.  During the vetting stage, the SFC may request for additional supporting information or documents as they deem necessary for determining whether authorisation should be granted.

The SFC encourages potential applicants to consult with the SFC's investment products division to clarify any relevant requirements and their applicability prior to submitting a formal application.

Authored by Michael Wong, Sonia Ngan, and Nicole Yeung.