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Hong Kong 1、4、9Financial license merger and acquisition:Admission conditions、Capital Requirements and Fee Practices

Financial card care question

Hong Kong Category 1、Type 4 and Type 9 regulated activity licenses,Is cross-border securities trading、Common compliance bases for securities consulting and asset management businesses。To apply for more1、4、9license plateFor example,Whether companies choose to apply for a new license or acquire a licensed platform,All must focus on subject qualifications、Substantive operations in Hong Kong、Responsible personConfiguration、internal control、Overall planning for capital adequacy and ongoing compliance capabilities。

Hong Kong 1、4、9No. financial licenseApplicable entities and license types

ApplyHong Kong Securities and Futures CommissionSubject of license,Must be a limited company incorporated in Hong Kong,Or a non-Hong Kong company registered with the Hong Kong Companies Registry。The license application essentially uses the Hong Kong company as the regulatory vehicle,around its business model、Staffing、Review of capital strength and compliance systems。

The business must also have a physical office address in Hong Kong,Usually required to be a Grade A office building,and equipped with an experienced management team,To support the day-to-day operations of licensed businesses。The applicant should also establish a clear business framework、Effective internal control system,and configure qualifiedResponsible person(RO) and licensed individuals。

In relation to the nationality of the licensed individual and responsible officer,There are no special restrictions or additional requirements from the Securities and Futures Commission of Hong Kong,The core review focuses on its experience、Competence、Integrity status and whether it complies with "suitable person"standard。

Core application conditions and operational requirements

Apply or acquireHong Kong 1、4、9No. financial licensehour,Enterprises need to focus on meeting the following conditions:

  1. Subject qualification:The applicant must be a company incorporated in Hong Kong,Or an overseas company registered with the Hong Kong Companies Registry。
  2. Substantive operations in Hong Kong:The business must have a physical office address in Hong Kong,and have operating conditions that can support the development of regulated businesses。
  3. Management and internal control capabilities:Licensed corporations and registered institutions when conducting relevant business,Must be able to manage risks that may be faced in the course of business operations,including establishing an appropriate business structure、Good internal control system and qualified business personnel。
  4. Compliance guidance basis:相关要求可参考香港证监会公布的《胜任能力的指引》《持牌人或注册人操守准则》及《持牌人或注册人的管理、Supervision and Internal Control Guidelines"。

Responsible person、持牌人及董事配置要求

At least two responsible officers must be appointed for each type of regulated activity,直接监督有关业务。Each type of regulated activity must also have at least one responsible officer who can supervise the relevant business at all times,To ensure that the licensed business has continuity、effective management arrangements。

In charge of staffing,At least one responsible officer must be based in Hong Kong,To directly supervise related business;At least one responsible person within the company must be a member of the board of directors。If the role arrangement does not create a conflict of interest,The same person may be appointed to supervise more than one type of regulated activity。

At least one of the responsible officers must be an executive director as defined in the Securities and Futures Ordinance。All executive directors must seek approval from the Securities and Futures Commission of Hong Kong。When an enterprise submits a license application,All applications for approval of proposed responsible officers should be submitted together,To reduce the cost of supplementary parts and time during the review process。

Registered capital、Paid-up capital and liquid capital requirements

byCategory 9 Asset Management LicenseTake common business as an example,The registered capital requirement for Hong Kong companies is HKD 5 million.;at the same time,The enterprise must always maintain paid-in share capital and liquid capital of no less than HKD 3 million.。

When carrying out relevant business, licensed corporations and registered institutions,Sufficient share capital and liquid capital must be maintained。Liquid capital refers to assets that can be quickly converted into cash or are already in cash form。For example,When applying for a Type 9 license to provide asset management services,Licensed corporations and registered institutions must pay a minimum share capital of HKD 5 million.,And maintain 3 million Hong Kong dollars in liquid capital。

Companies must also open an account in a Hong Kong bank,To cooperate with subsequent capital certification、Operating income and expenses、Audit and ongoing compliance management。

Shareholder background andsuitable personreview requirements

Hong Kong Securities and Futures Commission will review major shareholders、senior staff、any other person employed in connection with a regulated activity,and whether other persons associated with such activities are qualified as “fit and proper persons”。For details, please refer to Section 129 of the Securities and Futures Ordinance。

In terms of shareholder structure,Trust schemes are not restricted when applying for a license、Asset management plans and other SPVs as major shareholders。However,According to Section 129 of the Securities and Futures Ordinance,The Securities and Futures Commission of Hong Kong will examine the financial capabilities and solvency of major shareholders。If the SPV is the major shareholder,It may be difficult to pass relevant review,Therefore, it is necessary to design the architecture、Plan ahead with explanation of funding sources and proof of financial ability。

Insurance configuration、Expense and ongoing compliance management

When applying for relevant licenses, licensed corporations and registered institutions,The amount of insurance corresponding to the business should be purchased based on the type of business and risk profile,To meet regulatory and risk management requirements。

Hong Kong 1、4、9Acquisition or application fees for a financial license,Depending on the type of license、Company structure、Staffing、Historical compliance records、Audit status、business scope and transaction arrangements.。When companies evaluate costs,Don’t just focus on the cost of obtaining a license,It is also necessary to simultaneously evaluate the arrangements for subsequent responsible personnel.、office space、capital maintenance、internal control system、audit、Comprehensive costs including filing and ongoing compliance support。

Hong Kong Xintong can provide customers with the establishment of a Hong Kong company、SFC license application、License M&A Due Diligence,One-stop consulting services for ongoing compliance support。For institutions already operating in Hong Kong,We can also help optimize compliance control systems,Reduce compliance risks in ongoing operations,And ensure that the business is progressing steadily within the regulatory framework。


About Hong Kong Xintong

Hong Kong Xintong focuses onHong Kong Securities and Futures Commission licenseHong Kong Insurance Broker LicenseHong Kong MSO Licenseandmoneylenders licenseApply for service,Assist customers to applyUS MSB license、NFA、RIA、Canadian MSB license、Mainstream overseas financial licenses such as Australia and Mexico,Support enterprises to achieve compliance expansion of cross-border financial business。Also availableCayman Islands Offshore Company Registration、Offshore fund establishment and global compliance operations and other services,Help enterprises expand their presence in international markets。Provide one-stop compliance solutions for enterprises。To learn more,Please contactHong Kong Information Communications Consultant

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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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Hong Kong and Chinese team · Senior financial compliance experts