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CEPA Securities License Access:Analysis of Hong Kong-funded joint venture paths and private capital layout

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Ruidong Group’s recent announcement,Will jointly launch the establishment of a mainland joint venture securities company with Yuyue Technology and Shi Yuzhu's Giant Investment.。The joint venture plans to apply for a domestic securities company license in accordance with relevant regulations,Still need to wait for approval from China Securities Regulatory Commission。If approved,After Alibaba obtained a banking license,will further enter the countrySecurities licensesystem。

In the context that domestic securities licenses have not yet been fully opened to private capital,,Alibaba passedHong Kong local licensed securities firmPaths to participate in joint venture securities companies in the Mainland,embodiesHong Kong financial institutionsexistCEPA frameworkInstitutional advantages under,It also reflects the trend of accelerated integration of Internet capital and traditional financial licenses。

Ruidong Group’s joint venture securities company plan

Ruidong Group announced on February 4 that,Regarding the establishment of a mainland securities joint venture announced in September last year,The company has signed a promoter agreement with Yuyue Technology and Giant Investment,Plan to establish a joint venture in Shanghai。The agreement will take effect upon approval by the China Securities Regulatory Commission。

The registered capital of the joint venture is RMB 1 billion.,Ruidong Financial holds 43% of the shares,Giant Investment holds 30%,Yuyue Technology holds 27%。Ruidong Group will invest 430 million yuan。All parties agree,The total investment amount of the joint venture will reach 3 billion yuan。

After the joint venture is established,Ruidong Group will control the majority of seats on the joint venture's board of directors,The joint venture will therefore become a subsidiary of Ruidong Group。

Basis for admission of Hong Kong securities companies under the CEPA framework

Ruidong Group expects,The Group and its joint venture partners will rely on the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA) to promote this establishment。According to this arrangement,Hong Kong-funded financial institutions that meet the regulations to establish foreign-funded securities companies,According to mainland China’s regulations for mainland shareholders of non-securities companies,,Establishing a fully licensed joint venture securities company in a specific field。

2013August,The State Council of the People's Republic of China and the Government of the Hong Kong Special Administrative Region of the People's Republic of China signed Supplementary Agreement 10 to the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA)。which proposes,Mainland securities companies、Securities investment consulting institutions further open to Hong Kong and Macao,Allow Hong Kong capital that meets the conditions to establish foreign-owned securities companies、Australian financial institutions,According to the relevant regulations of the Mainland,in Shanghai、Guangdong Province、Shenzhen City will each establish a fully licensed securities company jointly owned by the two places.;Hong Kong capital、The combined shareholding ratio of Australian capital can reach up to 51%,Mainland shareholders are not limited to securities companies。

Alibaba enters the securities license market through Hong Kong securities firms

Ruidong Group is an established securities company in Hong Kong.,Last year, it acquired shares from Jack Ma’s private equity fund Yunfeng Fund.。Jade Passion, a 21% subsidiary of Yunfeng Holdings, invested HK$800 million last year,Subscribed 400 million shares of Ruidong,Equivalent to approximately 56% of the enlarged issued share capital。

The key to this path is,There are still high barriers to entry for the domestic securities industry,CEPA provides an institutional channel for qualified Hong Kong financial institutions to participate in joint venture securities companies in the Mainland.。For Internet capital,Enter the mainland securities license market through an institution with Hong Kong securities business foundation,Is a more feasible compliance layout method。

private capitalPolicy background for entering the securities industry

Since 2014, the state has begun to promote private capital to enter the securities industry.。2014May,The State Council issued "Several Opinions on Further Promoting the Healthy Development of the Capital Market" (the "Nine New Articles"),It is clearly proposed to improve the competitiveness of the securities and futures service industry,Relax business access。

This policy requires openness and transparency、An orderly management system for securities and futures business licenses,Research securities companies、Fund management company、Futures company、Cross-licensing of securities investment consulting companies, etc.,And support other qualified financial institutions to apply for securities and futures business licenses on the basis of risk isolation.。at the same time,The policy clearly proposes to actively support private capital to enter the securities and futures service industry。

The policy also supports securities and futures operating institutions and other financial institutions to operate under the premise of controllable risks.,mutual holding、Exploring comprehensive management through equity participation。subsequently,China Securities Regulatory Commission promotes the establishment of Internet Securities Professional Committee,Exchanges between Internet companies and the securities and futures industry have increased significantly。

Integration trend of Internet financial institutions and securities business

April last year,Zhang Yujun, then assistant to the chairman of the China Securities Regulatory Commission, invited Ant Financial Group、Baidu、tencent.com、Executives from JD Finance and other companies exchange experiences with the securities and futures industry。thereafter,Regulators also expressed support for “Internet + asset management”,And expressed recognition for Internet fund sales and other businesses。

but,Up to now,Officials have not yet fully liberalized the access mechanism for the securities industry.。In this context,Alibaba participates in mainland joint venture securities companies through Hong Kong-funded securities companies.,Reflects a realistic strategy for finding compliance entrances within the existing regulatory framework。

The layout of joint venture securities companies of other market entities

Alibaba is not the only company to choose this path。Guangdong Rongsheng Supermicro announced last month that,Plans to cooperate with Hong Kong securities firm AMTD、Shenzhen Chuangsheng jointly established a joint venture securities company in Guangdong。Its shareholding ratio is:Rongsheng Super Micro 30%,Hong Kong AMTD 51%,Shenzhen Chuangsheng 19%。

The announcement also explicitly mentions CEPA Supplement 10,He also stated that this investment aims to “seize the development opportunities brought about by financial reform and financial cooperation between Guangdong and Hong Kong.,Develop new business and profit growth points”。This shows,Promote the layout of mainland securities licenses with the help of CEPA framework,It has become an important direction for cross-border financial cooperation between some capital parties and Hong Kong financial institutions.。

Hong Kong Information Communication Observation:Compliance Core of Securities License Layout

we think,Hong Kong financial institutions participate in joint venture securities companies in the Mainland,The key is not just the shareholding structure design,What’s more, it’s about license qualifications、Regulatory approval logic、business boundaries、board control、Capital arrangements and subsequent compliance operations capabilities。For enterprises planning to expand mainland or cross-border financial business through Hong Kong licensed institutions,Preliminary compliance assessment、Judgment of license path and design of transaction structure are crucial。

in financial reform、In an environment where Guangdong-Hong Kong cooperation and cross-border financial supervision continue to evolve,Enterprises should establish licensing strategies based on compliance,Rather than just targeting capital entry。securities、Insurance、pay、moneylending、Asset management and other financial businesses involve strict regulatory requirements,Complete license feasibility analysis and regulatory communication preparation in advance,Will directly affect project implementation efficiency and long-term operational stability。


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Lin Zixuan

Owned by Mr. Lin Zixuan 15 year securities、Asset management and investment banking experience,Served as senior compliance officer in several licensed financial institutions。He is well versed in the Hong Kong Securities and Futures Commission (SFC) regulatory requirements,Successfully dominated the SFC 1st 1、4、9 Application and annual maintenance of licenses (including RO licenses for legal persons and individuals)。He is particularly skilled in developing and enforcing financial resource rules (FRR)、internal control system,as well as ensuring that the company is fully compliant with the SFC’s requirements in terms of customer vetting (KYC) and anti-money laundering (AML/CFT),To meet strict regulatory compliance standards。

Areas of expertise:SFC license (Type 1, 4, 9) Application and maintenance、RO/MIC Approval、internal control system、Client Asset Rules (FRR)、KYC/Anti-Money Laundering Policy

Previous institutions:international investment bank、Licensed securities trading company、asset management company

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