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Review Scope & Criteria

QCP Marketing Material Review Tool — Compliance Reference Document

1. Overview

QCP Capital is a digital assets broker-dealer providing spot, derivatives, and structured products trading to institutional and professional clients.

Regulatory Licences

  • Singapore: Major Payment Institution (MPI) licence from the Monetary Authority of Singapore (MAS)
  • Abu Dhabi: Financial Services Permission (FSP) from the Financial Services Regulatory Authority (FSRA) in ADGM

Client Classification

ADGM: QCP deals exclusively with Professional Clients only. No retail clients.

Singapore: QCP deals with both Accredited Investors (AIs) and non-AI clients:

  • Spot trading — available to all clients (AIs and non-AIs)
  • Vanilla options (calls, puts) and option structures (spreads, condors, strangles, straddles, etc.) — available to all clients including non-AIs
  • Structured products (accumulators, decumulators, principal-guaranteed notes, exotic structures) — AIs only. These have more opaque risk profiles that require AI-level sophistication
  • Leverage — not available to non-AI clients
  • Marketing for structured products must be directed at AIs only
  • Spot and vanilla options marketing can target both AIs and non-AIs, but non-AI-facing content has stricter compliance requirements (full PSN08 disclosures mandatory)
  • Key distinction: Vanilla options and standard option structures have transparent, well-understood risk/reward profiles. Structured products package multiple components where the risks are less immediately apparent — hence the AI-only restriction.

Tool Purpose

This tool reviews marketing and communication content for two core objectives:

  1. Regulatory compliance — Ensuring all content meets the requirements of applicable regulations (MAS PS-G02, PSN08, FSRA COBS)
  2. Mis-selling / misrepresentation — Identifying claims, language, or presentation that could mislead clients or prospects about product risks, returns, or regulatory status

2. Supported Content Types

Market Colour / Insights

Distribution: Broadcast on Telegram, email, and X (Twitter)

Audience: Mix of existing clients, prospects, and the general public

Compliance approach: Public-facing content — MAS PS-G02 applies. Must not cross from market commentary into promotion of DPT services. Flag FOMO language and risk trivialisation. Full product disclaimers are not required as this is commentary. Flag as GREY if the line between commentary and solicitation is blurred.

Client Comms (Trade Chat)

Distribution: Direct messages with existing onboarded Professional Clients

Audience: Onboarded clients who have acknowledged risk disclaimers and signed the Master Trading Agreement (MTA)

Compliance approach: Do not flag missing boilerplate as HIGH — clients have already been through onboarding disclosures. "Usual risks apply" is sufficient for routine trade ideas. Still flag overstated claims, misleading data, and capital protection language. Flag if comms could reasonably be forwarded beyond onboarded clients.

BD Deck / Presentation

Distribution: Sent to prospective clients who have NOT onboarded

Audience: Prospective institutional and professional clients

Compliance approach: Highest scrutiny. Full MAS PS-G02 and FSRA COBS compliance required. Must include risk disclaimers, suitability language, and accurate regulatory status. All claims must be substantiated.

News / Press Release

Distribution: Published publicly via media channels

Audience: General public, media, industry participants

Compliance approach: PS-G02 applies. Flag if content crosses into DPT service promotion. All claims must be substantiated. Regulatory status must be accurately represented.

Product Terms / Sheet

Distribution: Provided to clients and prospects alongside product discussions

Audience: Professional Clients and prospective clients

Compliance approach: Always requires full risk disclosures, all standard disclaimers, and suitability warnings without exception.

Website Copy

Distribution: QCP's public-facing website

Audience: General public

Compliance approach: Public-facing — full compliance required. PS-G02 and FSRA COBS both apply.

3. Regulatory Framework

Singapore (MAS PS-G02 & PSN08)

Hard Prohibitions

  • No advertising DPT services in public areas in Singapore
  • No third-party promotion (influencers, paid placements, joint marketing)
  • No social media ads targeting the general public
  • No physical ATMs or access points in public areas
  • Must not trivialise risks of dealing in DPTs
  • Must not promote PTDs as a convenient unregulated alternative
  • Must not suggest derivatives are less risky than underlying DPTs

Allowed Channels

QCP's own website, app, and official social media accounts only.

Required Disclosures (PSN08)

  • DPT values may fluctuate greatly
  • MAS licensing does not mean fund recovery if QCP fails
  • Do not transact if unfamiliar with DPT
  • Past performance is not indicative of future performance
  • PTDs are not regulated by MAS under the PSA or SFA

ADGM (FSRA COBS) — Professional Clients

  • All communications must be fair, clear, and not misleading
  • Risks and fees must not be disguised, diminished, or downplayed
  • Benefits and risks must be balanced in presentation
  • Comparative claims must be meaningful, verifiable, and fair
  • Material virtual asset risks must be clearly disclosed
  • No false or misleading statements about regulatory status
  • Product complexity and risks must be adequately described

4. Risk Flags — What We Screen For

HIGH Potential Regulatory Breach — Escalate to Legal

Overstated Claims

  • "Best", "most secure", "guaranteed", "risk-free", "highest returns", "safest"

Unsubstantiated Performance

  • Past performance cited without required disclaimers
  • Projected returns presented without substantive basis
  • Cherry-picked timeframes showing only favourable results

Misleading Comparisons

  • Comparing DPT products to bank deposits, fixed income, or regulated securities without proper context and caveats

Urgency / FOMO

  • "Act now", "limited time", "don't miss out", and similar pressure language

Misleading Regulatory Status

  • Implying MAS or FSRA endorsement of QCP's products or services

Prohibited Channels

  • Third-party promotion, influencer marketing, paid placements

Capital Protection Language Implying Zero Risk

  • "Risk-free guaranteed return", "no possibility of loss"
  • Using "principal guaranteed" or "principal protected" for products that do not have this feature

GREY Ambiguous — Needs Legal Judgment

  • "Principal protected" or "capital protected" terminology — should use "principal guaranteed" instead (the SFA 2012 amendment prohibited this term for capital markets products; while QCP operates under the PSA not SFA, best practice is to avoid)
  • Blurred line between market commentary and solicitation
  • New or complex product discussions with existing clients that may need additional risk disclosure beyond standard onboarding
  • Language that could be interpreted as targeting retail investors

LOW Improvement Suggestions

  • "Principal guaranteed" used without nearby counterparty risk disclosure — suggest adding
  • Missing "not financial advice" disclaimer on market commentary
  • Minor wording improvements for clarity or precision
  • Missing trademark notices

5. Capital Protection / Principal Guarantee — Special Rules

Important: This is a nuanced area. QCP genuinely offers products where principal is contractually guaranteed — the client receives their principal back even if the underlying asset (e.g., BTC) goes to zero.
Term Verdict Action
"Principal guaranteed" (for products with this feature) Acceptable Not misleading. Ensure counterparty risk disclosure is present nearby.
"Principal protected" / "Capital protected" GREY Prohibited terminology under SFA 2012 amendment. While QCP operates under PSA, best practice is to avoid. Suggest replacing with "principal guaranteed".
Language implying zero risk or absolute safety HIGH Flag immediately. Even principal-guaranteed products carry counterparty risk.
Critical requirement: Counterparty risk disclosure must accompany any principal guarantee language. Recommended wording: "As QCP is the counterparty, investors bear the credit risk of the firm."

6. Deck Review — Visual-Specific Checks

Charts & Graphs

  • Cherry-picked timeframes showing only positive performance
  • Y-axis manipulation or truncated axes that exaggerate trends
  • Missing axis labels or scales
  • Different scales or baselines used in side-by-side comparisons
  • Growth charts shown without drawdown or volatility context
  • Backtested or hypothetical performance presented without clear labels

Product Diagrams

  • Payoff diagrams showing upside scenarios without corresponding downside
  • Structure diagrams that omit counterparty risk
  • Oversimplified flow diagrams that hide product complexity
  • Visual implication of capital protection when the product does not have this feature

Visual Design

  • Green or positive colours used for risk or loss scenarios (misleading colour coding)
  • Disproportionate visual emphasis on returns versus risks
  • Fine print too small to be reasonably legible
  • Logos, badges, or seals that imply regulatory endorsement

7. QCP Standard Risk Disclaimers (Reference)

Disclaimer Description
Market Risk Values are extremely volatile; losses may exceed principal for non-principal-guaranteed products.
Counterparty Risk QCP is the counterparty; investors bear the credit risk of the firm. Essential whenever principal guarantee language is used.
Suitability Products are suitable only for Accredited or sophisticated investors with DPT experience.
Regulatory PTDs are not regulated by MAS under the PSA or SFA.
Stablecoin Risk De-pegging risk exists for USDT-denominated products.
No Secondary Market Products are offered on an OTC basis; there is no secondary market.
No Advisory Capacity QCP is not acting as advisor or in a fiduciary capacity.

8. Risk Level Definitions

HIGH Potential Regulatory Breach or Legal Liability

Flag to legal counsel immediately. Content at this level could result in enforcement action, fines, or legal claims from clients or regulators.

GREY Grey Area Requiring Legal Review

Ambiguous compliance position that requires legal judgment. The content may or may not breach regulations depending on interpretation and context.

LOW No Likely Regulatory Issue

Language could be improved for clarity, precision, or best practice. Marketing executives can refine without legal escalation.

9. Primrose / PCM Cross-Selling

Primrose (also referred to as PCM or Primrose Capital Management) is QCP's sister fund management arm and a separate legal entity from QCP.

GREEN / LOW What QCP Can Do Safely

  • Make factual, non-soliciting references to Primrose as a separate entity within the group structure (e.g. "Primrose Capital Management is a related fund management entity")
  • Provide introductions only — QCP may introduce clients to Primrose but must NOT provide advice, facilitate subscriptions, or handle investor funds
  • Mention Primrose in a group overview context without calls to action
  • Include clear disclaimers such as: "QCP is not authorised to distribute or sell Primrose fund units. QCP acts solely as an introducer. All subscription, KYC, and onboarding is conducted directly by Primrose Capital Management."

Flag as GREEN if material only references Primrose as part of the group structure with no solicitation. Flag as LOW if Primrose is mentioned but disclaimer language could be improved.

GREY What QCP Can Do With Care

  • If Primrose has a clearly branded separate section in the deck/material, distinctly separated from QCP content, with its own disclaimers and branding — this is a lower-risk structure but still requires legal review
  • Any fee-sharing, commission, or referral arrangement between QCP and Primrose for client introductions should be disclosed and may itself require licensing — flag if not addressed

HIGH What QCP Must NOT Do

  • Publish marketing with calls to action to subscribe or invest in Primrose/PCM fund products (e.g. "invest in our fund", "allocate to Primrose strategy", "contact us to subscribe", "invest now")
  • Include subscription links, "invest now" buttons, or detailed fund performance tables that solicit investment
  • Collect subscription forms, investor money, or provide transactional instructions for PCM fund units
  • Provide investment advice about subscribing to Primrose funds without the required licences (CMS licence or EFMC status under SFA in Singapore; appropriate FSP category in ADGM)
  • Receive undisclosed commission or fees from Primrose — this may convert a mere introduction into a regulated activity

Licensing Context

  • Singapore: QCP's MPI licence (PSA) covers DPT services only. Distributing fund management products may require a Capital Markets Services (CMS) licence or Exempt Fund Management Company (EFMC) status under the SFA. Actively soliciting investors for Primrose funds could constitute "dealing in securities" or "fund management" — activities requiring an SFA licence, not a PSA licence.
  • ADGM: Check whether QCP's FSP scope covers "Arranging Deals in Investments" or "Advising on Investments". Cross-selling Primrose products without the appropriate FSP category is a potential FSRA COBS breach.