Do I need a license if I'm setting up a private investment fund?

Do I need a license to solicit for investment via ads for a private investment to start a restaurant? Who governs / regulates this space? If you know, what are the details of the ordinance?

I've looked briefly into it and so far it seems:
1) Trade Industry Department (TID) says I'm in the clear
2) Trade Development Council (HKTDC) don't care
3) Still waiting for word back from Companies Registry. I'm pretty sure they only require a license if you offer debt
4) The tricky one I'm not very sure about is the Securities and Futures Commission. At a glance, it seems they don't, but digging deeper, I'm not sure if this is considered a collective investment scheme (CIS). Their response is very hazy.

Thanks!
Kevin

I dug a little deeper and the answer is SFC definitely sees this within their realm, having sent out notices on collective investment schemes (CIS) and crowdfunding, with the one exception it falls under the private company definition in the company ordinance in schedule 11. The crux lies with whether one has:

"prohibit any invitation to the public to subscribe for any shares or debentures of the company"

I would like to see if anyone can clarify where the line is drawn.

Thanks