Hong Kong’s financial market is highly open、Clear business boundaries，Financial institutions enter securities、consult、Regulated areas such as asset management，You must first obtain the correspondingHong Kong Securities and Futures Commission license。For mainland institutions，commonHong Kong License No. 149combination，Usually refers to trading in Category 1 securities、Type 4 Advising on Securities and Type 9 Asset Management License，It is securities financial business、An important compliance portal for investment advisory services and asset management in the Hong Kong market。
Hong Kong Securities and Futures Commission licensing system and No. 149 license positioning
There are 12 types of financial licenses defined in Hong Kong’s Securities and Futures Ordinance.，The more common ones in the market are usually No. 1 toClass 9 license。Each "regulated activity"，Institutions and relevant practitioners are required to obtain corresponding licenses。
Hong Kong License No. 149Not a single license，But category 1、Category 4、Class 9 licensecombination，Suitable for planning securities trading、Securities consulting、Asset management and related cross-border financial business institutions。
Class 1 license：Securities trading license
Class 1 licenseMainly used to provide customers with securities trading related services，Includes stocks、stock options、bonds、mutual funds、unit trust funds，and businesses such as placing and underwriting securities。
- Provide trading or brokerage services for stocks and stock options to clients；
- Buy and sell bonds for clients；
- Buy or sell mutual funds and unit trust funds for clients；
- Engaged in the business of placing and underwriting securities。
Type 1 licenses can be further divided into “Small No. 1 plate” and “Big No. 1 card”。Small No. 1 plates are usually used to introduce and guide investors to securities firms.，and receive commission；in Hong Kong，As long as the license conditions match，This type of commission-sharing arrangement can be carried out legally。The Big 1 brand is closer to the traditional brokerage business，Can carry out securities trading、Brokerage and related financing arrangements。
Class 4 license：Advise on securities
Class 4 licenseBelongs to securities consulting license，Mainly used to provide clients with investment advice on buying or selling securities.，or issue research reports and analysis content related to securities。In practice，Category 4 licenses are usually planned together with Category 1 licenses，Facilitate institutions to facilitate securities trading while，Provide investors with appropriate investment advice。
Class 9 license：Asset management license
Type 9 license is for asset management business，Private equity funds can be set up for professional investors，or manage funds on a discretionary basis、Client securities account or futures contract portfolio。This type of license is one of the Hong Kong financial licenses that large mainland private equity institutions focus on.。
The innocent heart of the mainland、Investment in troubled times、Tianma Asset and other institutions，All have entered the Hong Kong market through application or acquisition.。Type 9 license can help institutions manage assets for overseas customers，and achieve international market allocation within a compliance framework.。
Hong Kong licenses corresponding to common financial businesses
When we design the Hong Kong licensing path for organizations,，Will sort out the business model first，Match the license plate type，Avoid the situation of "the license has been approved but the business cannot be implemented"。
- Introduce and guide investors to securities firms、Receive commission：Class 1 license，Commonly known as "Small No. 1"；
- Become a broker，Engaged in securities trading and capital allocation business：Class 1 license，Commonly known as "Big No. 1"；
- The company carries out public market financing activities，For example IPO、Placing、Debt issuance：Class 6 license；
- Authorized to manage customer securities accounts，That is, "financial management on behalf of customers"：Class 4 or Class 9 license，It depends on the specific situation；
- Set up private equity funds or invest for professional investors：Class 9 license，Commonly known as "Little No. 9"；
- Establish public funds and conduct global asset allocation：Typically requires a Category 9 license and corresponding compliance arrangements。
After the launch of Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect，More and more investors use Hong Kong as a base for global investment allocation，It also includes A-share investment and arbitrage of market opportunities in the two places.。Hong Kong funds can be allocated globally in a more open market environment，And foreign banks、Financing costs and leverage arrangements under the securities dealer system，There are often significant differences from the mainland market。For example, in overseas banking systems，JPMorgan Chase、Citi and other institutions have lower cost funding sources，The interest rate of some funds is lower than 2%。
Hong Kong license No. 149 application requirements
Hong Kong No. 149 license application requirements are stricter，Applicants need to submit application forms and other supporting documents to the Securities and Futures Commission of Hong Kong.。The general application review time is about 6 months；On the premise that a Hong Kong company has been established，A simple license application usually takes at least 3 to 4 months。
Subject and organizational structure requirements
- The applicant must be a Hong Kong company or overseas corporation；
- The company structure should be commensurate with the scale of the business；
- Requires certain financial capabilities to repay debts and maintain business operations；
- It is necessary to deploy personnel who have passed the assessment of the Hong Kong Securities Regulatory Commission；
- Usually requires at least 2 peopleResponsible person，即Responsible Officer，RO for short。
Personnel qualification requirements
- Academic qualifications must meet the requirements of the Hong Kong Securities and Futures Commission for relevant regulated activities；
- Industry experience usually requires 3 to 6 years；
- Management experience usually requires more than 2 years；
- Need to pass the Securities and Futures Practitioner Qualification Certification Examination；
- Each license requires at least 2 ROs to be hired，And RO cannot work part-time。
Practitioner licenses are mainly divided into two categories:：Representative andResponsible person（Responsible Officer，Commonly known as RO)。If the institution holds the 1st、4th、6th、Class 9 license，Corresponding licensed personnel must also be assigned to operate and supervise。
in practice，If the company also owns the 1st、4th、Class 9 license，Some general positions can be shared；If the experience and competence of the licensed responsible person cover the relevant business，It may only take 3 ROs to form a combined configuration。But can the specifics overlap?，Still need to be combined with business model、Personnel resumes and CSRC review opinions and judgments。
capital、Bank account and office address requirements
- Registered capital：If the company is a securities trading company，The paid-up share capital requirement can reach HK$10 million；In practice, it is also common to have paid-up capital of more than HK$5 million.、300Arrangement of requirements for liquid capital above HK$10,000。
- bank account：Need to open a bank account in Hong Kong，and deposit the required liquid capital。
- Office address：Requires on-site leasing office address in Hong Kong，There are no specific hard requirements for office area，But it must be able to support actual business operations。
The core differences between self-application and acquisition of a licensed shell company
There are usually two routes to enter Hong Kong’s licensed financial market.：Apply for a license yourself，Or acquire a shell company that already has a license。The time cost difference between the two paths is not necessarily significant，But the risk structure is completely different。
Apply for a license yourself
The advantage of self-application lies in the shareholding structure、business plan、Both staffing and compliance systems can be built in accordance with the requirements of the China Securities Regulatory Commission from the beginning.，Subsequent operations will be more stable。If the application information is complete、Clear business logic、RO is configured in place，Overall approval communication is also more controllable。
Acquisition of licensed shell companies
Acquisition does not mean simply "buying the company"。Change of control of licensed corporations by the Securities and Futures Commission of Hong Kong、Shareholder background、The ultimate beneficiary and ability to continue operating are subject to strict review。
Under the rules of the Securities and Futures Commission of Hong Kong，Holding 10% of the shares is considered a major shareholder；If a licensed shell company changes its major shareholder，Need to apply to the China Securities Regulatory Commission for approval。The China Securities Regulatory Commission will review the new shareholders’ knowledge of the company、Source of funds、Business plan and final beneficiary status，If necessary, a new business plan may be required。
therefore，Post-change procedures for acquiring a licensed shell company、Shell Company Match、deal negotiation、There is uncertainty about RO’s retention and the CSRC’s approval time.。Even if the initial negotiation with the seller goes smoothly，The overall time consumption may still reach 6 to 9 months。
RO scarcity and license transfer risks
Hong Kong licensed institutions are currently in the application or acquisition process，The most common difficulty encountered is still finding a suitable licensed RO。RO is a scarce resource，And each organization will eventually need to configure its own RO team independently.。
If a license is obtained through the acquisition of a shell company，The seller may arrange for the original RO to continue to assist for 3 to 6 months，But this does not mean that the organization can rely on the original RO for a long time.。RO changes still need to go through compliance review，And whether the new RO has relevant experience?、Can it cover the business scope?、Are you willing to continue to perform your duties?，Will affect the subsequent stability of the license。
Based on practical risks，We usually recommend that institutions that plan to operate financial services in Hong Kong for a long time give priority to applying by themselves.。The acquisition path is suitable for those with clear transaction targets、RO transition arrangements are clear、Institutions with clean compliance records and the ability to withstand approval uncertainty。
Compliance red lines for licensed businesses in Hong Kong
Hong Kong’s financial market attaches great importance to the rule of law and compliance。mechanism、Both the company and the RO are responsible for the compliance operation of the licensed business。If you violate the regulations of the Securities and Futures Commission of Hong Kong，Depending on the severity of the violation，May face civil or criminal penalties。
A typical case is the incident of Du Jun, former managing director of Morgan Stanley Asia.。2007、2008before and after，Du Jun participates in CITIC Resources M&A business in the investment banking department，Because of knowledge of relevant information，Used more than 80 million yuan to invest in CITIC Resources，and earned more than 30 million yuan。The incident was discovered by Morgan Stanley’s internal risk control officer and reported to the China Securities Regulatory Commission.。Due to the large amount of money involved、The circumstances are serious，The case is handled as a criminal matter，It was not finalized until 2013，Du Jun was sentenced to 6 years in prison，fined more than NT$23 million，and was ordered to be prohibited from getting involved in the Hong Kong securities industry.。
This case fully illustrates，Hong Kong Securities and Futures Commission on insider trading、conflict of interest、We attach great importance to the responsibilities of licensed personnel and the internal risk control of the organization.。Obtaining a license is only the first step，Continuous compliance operations are the foundation for an organization’s long-term development in the Hong Kong market.。
Hong Kong Xintong's professional advice on Hong Kong No. 149 license application
Hong Kong license No. 149 application is not just about submitting documents，Rather, it is a covered entity establishment、Equity structure、business plan、RO configuration、capital arrangement、Office content、System engineering of internal control system and communication with China Securities Regulatory Commission。
We recommend that companies complete three judgments before launching：First，Clarify whether the actual business requires the first、4th、Class 9 license combination；second，Confirm funds、Whether personnel and RO resources can meet the review requirements；third，Assessing the timing of filing on your own versus acquiring a shell company、Cost and approval risks。
For those who plan to carry out securities trading in Hong Kong、Securities consulting、asset Management、private equity funds、Institutions engaged in cross-border asset allocation and other businesses，Establish a compliance framework in advance，More important than later remediation。The license plate path is selected correctly，In order to effectively reduce approval resistance and improve business implementation efficiency。
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