🚫 Market Misconduct and Improper Trading Practices

1. How many forms of market misconduct are listed in the definition of market misconduct in section 245(1) of the SFO?

1. Four forms
2. Six forms
3. Five forms
4. Seven forms

Section 245(1) of the SFO defines market misconduct as six forms: insider dealing, false trading (section 274), price rigging (section 275), disclosure of information about prohibited transactions (section 276), disclosure of false or misleading information inducing transactions (section 277) and stock market manipulation (section 278). Four and five undercount the list. Seven is wrong because attempting to engage in, or assisting, counselling or procuring, any of the six is covered by the definition but is not a seventh form.

2. Under section 245(2) of the SFO, inside information must be specific information that is not generally known to persons accustomed or likely to deal in the listed securities but, if it were generally known to them, would be:

1. likely to require disclosure in the corporation's next annual report
2. likely to increase the trading volume of the listed securities
3. likely to lead the Commission to suspend dealings in the securities
4. likely to affect materially the price of the listed securities

Section 245(2) of the SFO defines inside information as specific information about the corporation, a shareholder or officer, or its listed securities, which is not generally known to dealers but would, if generally known, be “likely to materially affect the price of the listed securities”. A rise in trading volume, a suspension by the Commission and an annual-report disclosure are not elements of the definition.

3. For the purpose of deciding whether an individual is connected with a corporation under section 247 of the SFO, a substantial shareholder is a person with an interest in at least what proportion of the total number of shares comprised in the relevant share capital?

1. 3 per cent
2. 5 per cent
3. 10 per cent
4. 33 per cent

Section 247(3) of the SFO provides that a substantial shareholder has an interest in 5% or more of the total number of shares comprised in the relevant share capital. The 33% figure is the threshold for a controller in section 245(1) (more than 33% of the voting power), and 3% and 10% are not the threshold in section 247(3).

4. Under section 245(2) of the SFO, which ONE of the following statements about derivatives of listed securities is CORRECT?

1. They are limited to options listed on a recognized exchange
2. They are limited to rights issued by the corporation itself
3. They include a warrant to subscribe for the securities, even if unlisted
4. They exclude contracts that profit from changes in the securities' price

Section 245(2) of the SFO treats warrants to subscribe for or purchase the listed securities as derivatives, “whether or not the derivatives are listed and regardless of who issued or made them”. So derivatives need not be listed and need not be issued by the corporation. Contracts whose purpose is to secure a profit or avoid a loss by reference to the price of the securities are derivatives too, so they are not excluded.

5. In which section of the SFO is insider dealing defined for the purposes of civil market misconduct proceedings under Part XIII?

1. Section 300
2. Section 274
3. Section 291
4. Section 270

Insider dealing is defined in section 270 of the SFO (Part XIII), which underlies civil proceedings before the MMT; section 245(1) refers back to it. Section 291 is the criminal offence of insider dealing in Part XIV, section 274 defines false trading and section 300 prohibits fraudulent or deceptive devices.

6. Section 279 of the SFO requires every officer of a corporation to do which ONE of the following?

1. Report any suspected market misconduct by the corporation to the Commission within one month
2. Obtain the Commission's approval before the corporation deals in any of its own listed securities
3. Take all reasonable measures to ensure safeguards against the corporation's market misconduct
4. Appoint an independent director to supervise all dealings by the corporation in securities

Section 279 of the SFO requires every officer of a corporation to take all reasonable measures from time to time to ensure that proper safeguards exist to prevent the corporation from perpetrating market misconduct. It does not impose a one-month reporting duty to the Commission, a need for Commission approval of the corporation's own dealings or a duty to appoint an independent director to supervise dealings.

7. Section 300 of the SFO prohibits any device, scheme or artifice with intent to defraud or deceive in a transaction involving which ONE of the following?

1. Securities and contracts of long-term insurance issued in Hong Kong
2. Futures contracts and leveraged foreign exchange trading, but not securities
3. Securities, futures contracts or deposits taken by authorized institutions
4. Securities, futures contracts or leveraged foreign exchange trading

Section 300(1) of the SFO applies to a transaction involving securities, futures contracts or leveraged foreign exchange trading: a person must not employ any device, scheme or artifice with intent to defraud or deceive, or engage in any fraudulent or deceptive act, practice or course of business, and a contravention is an offence under section 300(2). Securities are expressly covered, so the option that excludes them is wrong. Contracts of long-term insurance and deposits taken by authorized institutions are not mentioned in section 300.

8. Disclosure of false or misleading information inducing transactions takes place under section 277(1) of the SFO if the information is false or misleading as to a material fact and the person:

1. intends to defraud investors, and knows that it is false or misleading
2. knows, or is reckless or negligent as to whether, it is false or misleading
3. knows it is false or misleading and has received a benefit from the disclosure
4. knows it is false or misleading, or is reckless as to whether it is so

Under section 277(1) of the SFO, the information must be false or misleading as to a material fact (or through the omission of a material fact), and the person must know that, or be reckless or negligent as to whether, it is so (condition (ii)). Intent to defraud investors is not required, and receiving a benefit is an element of section 276, not of section 277. Knowledge or recklessness without negligence is the narrower mental element of the criminal offence in section 298(1) of the SFO, so it understates the civil test in section 277.

9. What is the minimum number of transactions required for stock market manipulation under section 278(1) of the SFO?

1. One transaction
2. Five transactions
3. Three transactions
4. Two transactions

Section 278(1) of the SFO requires 2 or more transactions in securities of a corporation that increase, reduce or maintain the price, entered into with the intention of inducing another person to buy, sell or subscribe, or to refrain from doing so. One transaction is not enough, although false trading under section 274(3) can involve one or more transactions. Three and five are not the threshold.

10. Which ONE of the following statements about price rigging under section 275(1)(a) of the SFO is CORRECT?

1. It requires proof that the person intended to induce another person to buy or sell the securities
2. It is limited to securities traded on a market outside Hong Kong, not on a recognized market
3. It can arise from a transaction with no change in beneficial ownership that affects the price
4. It requires that the person has acted together with an associate to place the orders

Section 275(1)(a) of the SFO catches a sale or purchase of securities that does not involve a change in the beneficial ownership and has the effect of maintaining, increasing, reducing, stabilizing or causing fluctuations in the price. Intention to induce another person is an element of section 278, not of section 275(1)(a). Section 275(1) covers securities on a relevant recognized market (section 275(2) deals with non-Hong Kong markets), and no associate is required.

11. Ms Lam is a partner of Lam & Partners, a law firm engaged by Eastgate Holdings Limited, a listed corporation, to advise on a confidential acquisition, and she learns inside information about Eastgate through that work. Neither she nor her firm holds any shares in Eastgate, and she has never held any other position with it. On which basis is Ms Lam a person connected with Eastgate under section 247(1) of the SFO?

1. Section 247(1)(e): she was connected with Eastgate in the last 6 months
2. Section 247(1)(a): she is acting as a director or employee of Eastgate
3. Section 247(1)(b): her firm holds a substantial shareholding in Eastgate
4. Section 247(1)(c): professional relationship between her firm and Eastgate

Section 247(1)(c)(i) of the SFO treats an individual as connected with a corporation if he occupies a position which may reasonably be expected to give him access to inside information by reason of a professional or business relationship between a firm of which he is a partner and the corporation. Ms Lam is not a director or employee of Eastgate (paragraph (a)), and neither she nor her firm is a substantial shareholder (paragraph (b)). Paragraph (e) is a look-back rule for a person who was connected at any time within the 6 months preceding an insider dealing; her connection arises now from the professional relationship described in paragraph (c).

12. Mr Lau enters a series of orders for Eastgate shares on the Exchange on the last trading day of the month. He intends to push the closing price to an artificial level so that his own portfolio looks better, and he has no intention of inducing anyone else to trade. He holds no inside information. Which form of market misconduct is MOST LIKELY involved?

1. Insider dealing, as defined in section 270
2. False trading, as defined in section 274
3. Stock market manipulation, under section 278
4. Disclosure of false information, section 277

Mr Lau takes part in transactions intending to create an artificial price, or to maintain it at an artificial level, which is false trading under section 274(3) of the SFO (the criminal counterpart is section 295(3)). It is not insider dealing because he has no inside information, and it is not stock market manipulation because section 278 needs an intention to induce another person to trade. Section 277 requires the disclosure of information, which he has not made.

13. Ms Lam, a blogger, tells her followers that the price of Eastgate shares will rise because a syndicate is carrying out trades that amount to market misconduct. Her statements are accurate, she knows the trades are manipulative, and the syndicate has promised her a fee for the post. Which form of market misconduct has she MOST LIKELY committed?

1. Insider dealing, as defined in section 270 of the SFO
2. Disclosure of false information, section 277 of the SFO
3. Price rigging, as defined in section 275 of the SFO
4. Disclosure about prohibited transactions, section 276

Ms Lam disseminated information that a price will be increased because of a prohibited transaction, and she expects a benefit from the person carrying it out, which is disclosure of information about prohibited transactions under section 276(1)(b) of the SFO. The defences in section 276(2) fail because the benefit comes from the syndicate and she did not act in good faith. Insider dealing and price rigging need dealing or a transaction by her, and section 277 needs false or misleading information, which is excluded here.

14. Bayview Newswire Limited's principal business is issuing market commentary supplied by others. It reproduced a broker's report on Eastgate that was false as to a material fact. Which ONE of the following facts would prevent Bayview from relying on the protection in section 277(2) of the SFO?

1. Its editor added a comment to the report to make it more positive
2. It did not know the report was false as to a material fact
3. It reproduced the report in the ordinary course of its business
4. The report was supplied to it by an independent broker

Section 277(2) of the SFO protects a person whose disclosure took place only through the issue or reproduction of information, if he establishes conditions (a) to (d). Under paragraphs (b) and (c), the contents must not have been devised, wholly or partly, by him or his officers, employees or agents, and they must not have selected, added to, modified or otherwise exercised control over the contents. An editor adding a comment to make the report more positive breaks both conditions, so Bayview loses the protection. Reproduction in the ordinary course of a business whose principal purpose is issuing material provided by others (paragraph (a)), contents supplied by an independent broker (paragraph (b)) and ignorance of the falsity (paragraph (d)) all support the protection.

15. Mr Chan was granted options over Eastgate shares in 2025. In June 2027 he first becomes aware of unpublished inside information about Eastgate and exercises the options to subscribe for shares. He is charged with a criminal offence under section 291(8) of the SFO. Which defence may he establish, and on what ground?

1. Section 273, because he exercised a right to subscribe for the shares in the corporation
2. Section 294, if he proves the right was granted before he knew of the information
3. Section 292(1), because he dealt in the shares under an option granted back in 2025
4. Section 293, if he proves he acted on advice obtained in good faith from another person

Section 291(8) is a Part XIV criminal offence, so the defence is in section 294 of the SFO: he dealt by exercising a right to subscribe, and he proves the right was granted to him, or derived from securities he held, before he became aware of the inside information. Section 273 is the civil equivalent for MMT proceedings, section 292(1) covers qualification shares, underwriting and liquidators, and section 293 covers trustees and personal representatives who took advice in good faith.

16. Harbourview Securities Limited, as underwriter of a rights issue by Eastgate Holdings Limited, acquires the unsubscribed shares while aware of inside information about Eastgate. Civil proceedings before the MMT under Part XIII allege insider dealing. On which provision may it rely if it establishes that it acted in the performance in good faith of the underwriting agreement?

1. Section 272, on acting on advice as a trustee
2. Section 271(1)(b), on underwriting in good faith
3. Section 292(1)(b), on underwriting in good faith
4. Section 293, on acting on advice as a trustee

Section 271(1)(b) of the SFO (Part XIII, civil proceedings) provides that a person is not regarded as having engaged in market misconduct if he establishes that he dealt in the performance in good faith of an underwriting agreement. Section 292(1)(b) is the same defence for a criminal charge under section 291(8) in Part XIV. Section 272 protects trustees and personal representatives in civil proceedings, and section 293 does so in criminal proceedings.

17. Which ONE of the following is NOT insider dealing under section 270(1) of the SFO?

1. A director deals in shares of the corporation while knowing inside information about it
2. A person contemplating a take-over offer discloses that fact to a friend, knowing the friend will deal
3. A person who learns inside information from someone he knows is connected deals in the shares
4. A person contemplating a take-over offer buys shares in the target for the purpose of the take-over

Section 270(1)(b) of the SFO catches a would-be offeror who deals in the target's shares “otherwise than for the purpose of the take-over”, so a purchase made for the purpose of the take-over is not insider dealing. A connected director dealing (paragraph (a)), disclosure of a contemplated offer to someone the discloser knows will use it to deal (paragraph (d)) and dealing by a person who received the information from a connected person (paragraph (e)) are all insider dealing.

18. Under section 274(5) of the SFO, unless the transaction is an off-market transaction, a person is regarded as acting with the intention (or recklessness) of creating a false or misleading appearance if he: I. enters into a transaction of sale or purchase of securities that does not involve a change in the beneficial ownership of them II. offers to sell securities at a price substantially the same as that at which he has offered to purchase the same or substantially the same number of them III. offers to purchase securities at a price substantially the same as that at which he knows an associate has offered to sell the same or substantially the same number of them IV. places an order to buy a large quantity of securities at the prevailing market price

1. I and II only
2. I, III and IV only
3. I, II and III only
4. I, II, III and IV

Section 274(5) of the SFO lists three situations, unless the transaction is an off-market transaction: a transaction with no change in beneficial ownership (paragraph (a)), an offer to sell at substantially the price of his own offer to purchase for substantially the same number (paragraph (b)), and an offer to purchase at substantially the price of an offer to sell made by an associate (paragraph (c)). Under section 274(6), the person may still establish that creating a false or misleading appearance was not among his purposes. A large buy order at the prevailing market price is not listed, so IV is wrong, and the options leaving out III are incomplete.

19. Under section 271 of the SFO, which of the following are grounds on which a person who establishes them is not regarded as having engaged in market misconduct by reason of an insider dealing? I. He dealt for the sole purpose of acquiring shares required to qualify as a director II. He dealt more than 6 months after first receiving the inside information III. He dealt in good faith in the performance of his functions as a liquidator, receiver or trustee in bankruptcy IV. He holds a licence from the Commission for Type 1 regulated activity

1. II and IV only
2. I and III only
3. I, II and IV only
4. I, III and IV only

Sections 271(1)(a) and 271(1)(c) of the SFO cover dealing for the sole purpose of acquiring qualification shares as a director, and dealing in good faith as a liquidator, receiver or trustee in bankruptcy, so I and III are correct. Dealing more than 6 months after receiving the information is not a ground (the 6-month period appears in section 247(1)(e) on former connected persons), and holding a licence from the Commission gives no protection under section 271.

20. Under section 245(1) of the SFO, which of the following are associates of a person for the purposes of Part XIII? I. The person's brother or sister II. Any corporation of which the person is a director III. Any employee or partner of the person IV. Where the person is a corporation, each of its directors

1. I and II only
2. II and III only
3. I, III and IV only
4. I, II, III and IV

Section 245(1) of the SFO defines an associate to include the person's brother or sister (paragraph (a)), any corporation of which the person is a director (paragraph (b)), any employee or partner of the person (paragraph (c)) and, where the person is a corporation, each of its directors (paragraph (d)). All four statements are therefore correct, and the options that omit any of them are incomplete.

21. What is the maximum penalty under section 303 of the SFO for a person convicted on indictment of an offence under Part XIV (criminal market misconduct)?

1. HK$10 million and 10 years' imprisonment
2. HK$5 million and 5 years' imprisonment
3. HK$10 million and 3 years' imprisonment
4. HK$1 million and 3 years' imprisonment

Section 303(1)(a) of the SFO provides for a fine of HK$10,000,000 and imprisonment for 10 years on conviction on indictment. HK$1 million and 3 years' imprisonment is the summary conviction maximum under section 303(1)(b). HK$10 million with 3 years mixes the two limbs, and HK$5 million with 5 years does not appear in section 303.

22. Which ONE of the following orders may the Market Misconduct Tribunal make under section 257 of the SFO against a person identified as having engaged in market misconduct?

1. A securities dealing ban of up to 5 years
2. A term of imprisonment of up to 3 years
3. A financial penalty of up to HK$10 million
4. Revocation of the person's licence to deal

Under section 257(1)(b) of the SFO the Tribunal may order that the person shall not, without the leave of the Court of First Instance, deal in securities, futures contracts or leveraged foreign exchange contracts for a period not exceeding 5 years. The Tribunal is a civil body and cannot impose imprisonment or a fine; those are penalties under section 303 for criminal proceedings. Revocation of a licence is a disciplinary sanction of the SFC, not an order listed in section 257.

23. The Commission obtained the consent of the Secretary for Justice and instituted proceedings in the Market Misconduct Tribunal against Mr Chan for false trading in a listed company's shares. Those proceedings are still pending. The Department of Justice now wishes to bring criminal proceedings against Mr Chan under Part XIV for the same conduct. Which ONE of the following is CORRECT about such criminal proceedings?

1. They can be instituted if the MMT does not identify him
2. They can be instituted once the MMT proceedings end
3. None can be instituted against him for that conduct
4. They can be instituted, as the Secretary for Justice consented

Section 307(1) of the SFO bars criminal proceedings under Part XIV for the same conduct where proceedings under section 252 were previously instituted against the person and either remain pending (paragraph (b)(i)) or, by reason of their previous institution, can no longer lawfully be instituted again (paragraph (b)(ii)). The bar therefore does not simply lift when the MMT proceedings end, and it does not depend on whether the Tribunal identifies him. The exception in section 307(2) applies only to proceedings instituted without the consent of the Secretary for Justice under section 252A(1); here consent was given, so the exception does not apply.

24. Ms Lam sold shares in a listed company at a price depressed by stock market manipulation, and suffered a pecuniary loss. The Market Misconduct Tribunal has identified Mr Chan as having engaged in the manipulation. Which ONE of the following statements about Mr Chan's civil liability to Ms Lam under section 281 of the SFO is CORRECT?

1. It applies in addition to any other liability he incurs
2. It is capped at the amount of profit that Mr Chan gained
3. It requires a prior conviction of Mr Chan under Part XIV
4. It is payable to the Government rather than to Ms Lam

Section 281(1) of the SFO makes a person who committed a relevant act liable to pay damages to any other person for pecuniary loss, whether or not he also incurs any other liability. A conviction is therefore not required, and the damages are not capped at his profit. Payment to the Government of an amount up to the profit gained or loss avoided is a separate order under section 257(1)(d); it does not replace Ms Lam's claim.

25. Mr Chan was convicted of stock market manipulation under section 299 of the SFO, and one of the transactions was a sale to a client of Harbourview Securities Limited. Under section 304 of the SFO, what is the effect of the contravention on that sale?

1. It is not void or voidable merely by that contravention
2. It is voidable at the option of the other party to it
3. It is void, because a Part XIV provision was contravened
4. It is void if the offender is convicted on indictment

Section 304 of the SFO provides that a transaction is not void or voidable by reason only that a contravention of any of the provisions of Divisions 2 to 4 of Part XIV (section 299 is in Division 3) has taken place in relation to or as a result of it. The sale therefore stands whatever the mode of conviction, and the client has no option to avoid it on that ground alone. A person who suffers pecuniary loss as a result of the contravention may instead claim damages under section 305(1).

26. Which of the following statements about proceedings in the Market Misconduct Tribunal under Part XIII of the SFO are CORRECT? I. The standard of proof is that applicable to civil proceedings in a court of law. II. The Tribunal may order a person not to deal in securities in Hong Kong for up to 5 years without leave of the Court of First Instance. III. The Tribunal may impose a term of imprisonment of up to 3 years. IV. The Commission may institute the proceedings without the consent of the Secretary for Justice.

1. I, III and IV only
2. III and IV only
3. I and II only
4. I, II, III and IV

Statement I is correct under section 252(7) of the SFO and statement II is correct under section 257(1)(b). Statement III is wrong because the Tribunal cannot imprison anyone; the 3 years is the summary limit in section 303 for criminal proceedings. Statement IV is wrong because section 252A(1) says the Commission must not institute proceedings under section 252 without that consent.

27. Under section 174 of the SFO, an "unsolicited call" is a call made:

1. to a person who is not an existing client of the intermediary
2. to a person whose contact details the intermediary does not hold
3. otherwise than at the express invitation of the person called
4. outside the normal business hours of the person called

Section 174(7) of the SFO defines an unsolicited call as any call made otherwise than at the express invitation of the person called upon. Whether the person is a client, whether the intermediary holds the contact details and the time of day are not the test; indeed, giving contact details does not by itself amount to an express invitation.

28. Under section 174(7) of the SFO, an "existing client" of an intermediary includes a person for whom the intermediary has provided a regulated activity service at any time during the period immediately preceding the call of:

1. 1 month
2. 6 months
3. 1 year
4. 3 years

Section 174(7) of the SFO uses a period of 3 years immediately preceding the day of the call, both for a person who entered into a client contract and remains a party to it and for a person for whom a regulated activity service was provided. One month, 6 months and 1 year are shorter than the statutory period and would wrongly exclude clients who still count as existing clients.

29. Which ONE of the following persons may a representative of an intermediary call without contravening section 174(1) of the SFO merely because the call is unsolicited?

1. A retail individual who is a friend of a representative
2. A retail individual who has given his telephone number
3. A retail individual who is a client of another firm
4. A professional investor who is not an existing client

Section 174(2) of the SFO provides that a call on a professional investor (among others such as a licensed person or a money lender) or on an existing client is not by itself a contravention. Giving a telephone number does not by itself amount to an express invitation under section 174(7), and being a client of another firm or a friend of a representative is not in the exceptions.

30. Under paragraph 9.1 of the Code of Conduct, a licensed or registered person should handle orders of clients:

1. by size, with larger client orders handled before smaller ones
2. in the order received, ranking equally with its own orders
3. by client type, with professional investors' orders first
4. in the order received, ahead of orders for its own account

Paragraph 9.1 of the Code of Conduct says that a licensed or registered person should handle orders of clients fairly and in the order in which they are received, and that client orders should have priority over orders for its own account, any account in which it has an interest and the accounts of its employees or agents. Its own orders therefore do not rank equally with client orders, and neither order size nor professional investor status gives a client order priority.

31. Where a licensed corporation permits its employees to deal for their own accounts, paragraph 12.2 of the Code of Conduct provides that employees should be required to:

1. obtain the SFC's written approval before each dealing
2. report all related accounts to senior management
3. report every dealing to the Commission each month
4. deal only through brokers that are outside the firm

Paragraph 12.2 of the Code of Conduct says employees should be required to identify all related accounts, including those of their minor children, and report them to senior management. Employees should generally deal through the firm or its affiliates, not only outside it, and the Code does not require SFC approval of each dealing or monthly reports to the Commission; transactions are monitored by senior management.

32. Under the SFC's Disciplinary Fining Guidelines, which ONE of the following is CORRECT?

1. The SFC publicises all fining decisions as a matter of policy
2. A fine is automatically linked to the profit gained or loss avoided
3. A fine is regarded as less severe than a public reprimand
4. The SFC may fine even where a public reprimand is enough

The Disciplinary Fining Guidelines state that, as a matter of policy, the SFC will publicise all fining decisions. They also state that the SFC regards a fine as a more severe sanction than a reprimand, that it will not impose a fine if the circumstances only warrant a public reprimand, and that it will not automatically link the fine to the profit gained or loss avoided.

33. On the application of the Commission, which ONE of the following may make an injunction or other order under section 213 of the SFO against a person who has contravened a relevant provision?

1. The Market Misconduct Tribunal under Part XIII
2. The Court of First Instance of the High Court
3. The Securities and Futures Appeals Tribunal
4. The Process Review Panel for the Commission

Section 213(1) of the SFO empowers the Court of First Instance, on the application of the Commission, to make the orders listed in section 213(2), such as an order restraining the contravention. The Market Misconduct Tribunal hears proceedings under section 252 and makes the orders in section 257, and the Securities and Futures Appeals Tribunal reviews SFC decisions. The Process Review Panel for the SFC is an independent panel that reviews the SFC's internal procedures and makes no such orders.

34. An intermediary that contravenes section 174(1) of the SFO by making an agreement during an unsolicited call commits an offence and is liable on conviction to a fine at:

1. level 3
2. level 4
3. level 6
4. level 5

Section 174(5) of the SFO provides that an intermediary, or a representative of an intermediary, that contravenes section 174(1) commits an offence and is liable on conviction to a fine at level 5. Levels 3 and 4 are lower than the level set by section 174(5) and level 6 is higher; section 176(3) sets the same level 5 fine for the prohibited representations offence.

35. Which ONE of the following would NOT, in itself, amount to cooperation with the SFC under its Guidance Note on Cooperation?

1. Taking early steps to preserve evidence and give it to the SFC
2. Making full and prompt compensation to affected investors
3. Producing documents in response to a notice under section 183
4. Disclosing information of which the SFC is otherwise unaware

Paragraph 3.1 of the Guidance Note on Cooperation says that mere compliance with statutory or regulatory requirements does not, in itself, amount to cooperation, and gives as an example producing documents or attending an interview in response to a notice under sections 179 or 183 of the SFO. Paragraph 2.1 lists preserving and providing evidence, full and prompt compensation to affected investors, and making full and frank disclosure of information the SFC does not have as forms of cooperation.