For mainland Chinese institutions and fund managers planning to establish regulated businesses in the Hong Kong market，acquisitionHong Kong licensed companySeems like a shortcut。However，from compliance risks、transaction costs、From the perspective of controllability of approval and subsequent regulatory responsibilities，This is not necessarily the most commercially sound option。
Key risks and costs of acquiring a Hong Kong licensed company
Acquire existinglicensed corporationoften accompanied by creditors、potential claims、Historical compliance deficiencies and other legacy liabilities。Once the target company has regulatory deficiencies in the past，The buyer may bear ongoing risks after the transaction is completed。at the same time，Due diligence during the transaction process、legal review、Structural adjustments and regulatory communications will incur considerable costs，Due diligence itself is often a costly exercise。
in recent years，Due to fierce competition in the market，Transfer prices of Hong Kong licensed companies continue to rise。Judge based on our practical experience，There are already two suitableResponsible personIn case of selection，Apply from scratchHong Kong Securities and Futures Commission licenseOften more cost effective，The overall cost is approximately one-third to one-quarter of the price of purchasing a licensed entity directly，And the China Securities Regulatory Commission’s approval process does not necessarily have to be lengthy.。
Hong Kong Securities and Futures CommissionRegulatory attitude towards license acquisition arrangements
The Securities and Futures Commission of Hong Kong has clearly stated its regulatory stance on improper license acquisitions and nominal management arrangements。The relevant circular stated，The SFC will not accept such arrangements，This is because the arrangement will raise questions about whether the senior management of a licensed corporation properly supervises the regulated activities of the corporation.，and whether the risks involved in the business are effectively managed.。This may indicate that the licensed corporation and its responsible officers are not "suitable person”。Relevant licensed corporations and responsible officers may also be subject to disciplinary sanctions.，Including public condemnation and license revocation。
therefore，If an enterprise plans to carry out regulated activities in Hong Kong，Compliance should be a priority from the outset、transparent、Establish a license application and operation structure in a sustainable manner，Instead of relying on formal acquisitions or nominal responsible personnel arrangements。
Market trends for mainland institutions to control Hong Kong licensed corporations
With the further integration of the mainland and Hong Kong financial markets,，More and more mainland companies choose to apply to establish subsidiaries in Hong Kong，Or acquire existing brokerage firms and asset management companies。Mainland companies have surpassed the United States，Become one of the largest shareholder groups controlling Hong Kong licensed corporations。among all licensed corporations，About 13% is controlled by mainland companies。
Leung Fengyi, executive director of the Intermediary Department of the Hong Kong Securities and Futures Commission, once said in a media interview，The number of new company applications increased by more than 50% last year。Financial year ended March，The number of licensed corporations in Hong Kong has almost reached 2,500。
at the same time，Market environment remains severe。Affected by the decline in market turnover，Total operating income of licensed corporations fell by 11% last year，Total net profit decreased by 51%。When market resources are limited and participants increase，Industry competition continues to intensify。
Licensing review tightened：The principle of fit and proper remains at the core
The Securities and Futures Commission of Hong Kong has always emphasized that，Licensing process only allows "fit and proper persons" to obtain licenses。past，The major shareholders and directors of the company applicant are usually familiar to the Hong Kong securities industry，It is easier for the SFC to track and assess whether they meet the fit and proper standards。
But as more and more people come from the mainland、Persons who lack practical experience in the Hong Kong securities industry seek to establish or acquire brokerage firms and asset management companies in Hong Kong，The China Securities Regulatory Commission needs to conduct a more in-depth review of relevant applications，and with other regulatory agencies，Including the China Securities Regulatory Commission，maintain closer cooperation。
It is worth noting that，Some small and inactive companies were put on the market for millions of dollars，In addition, two responsible officers (RO) are hired in name only with monthly salaries of tens of thousands of yuan.、People who do not need to go to the office to work。Regulators have made it clear，This situation is disturbing。RO must be clear about the so-called "head"，It must bear actual responsibility for the securities firm's business，In serious cases, the license may be revoked。
Responsible Personnel (RO) Application Qualifications and Configuration Requirements
According to the requirements of the Securities and Futures Commission of Hong Kong，Each fund manager must have at least two licensed representatives approved by the Securities Regulatory Commission as responsible officers (Responsible Officers).，(referred to as "RO")，to supervise the various regulated activities carried out by it。The person responsible for applying for approval must submit the application to the Securities and Futures Commission at the same time as applying for the license.。
Each regulated activity requires at least one responsible person who is also an executive director。For licensing purposes，Executive directors are directors who actively participate in or are responsible for direct supervision of the company's licensed regulated activities.。
in any case，All executive directors who are qualified as fund managers in their personal capacity，All are required to apply to the Securities and Futures Commission to become the responsible officer of the fund manager in relation to the fund manager’s regulated activities.。As long as there is no conflict of interest，Responsible officer may supervise more than one regulated activity。
Ongoing supervisory requirements for regulated activities
Further requirements under the Securities and Futures Ordinance，Every regulated activity must have at least one responsible officer who can supervise the relevant business at all times。The Securities and Futures Commission of Hong Kong interprets this as：At least one responsible officer should be based in Hong Kong，And can be contacted at any time by the staff of the Hong Kong office of the Securities and Futures Commission and the fund manager.。
this means，When companies are planning their application for a Hong Kong Securities and Futures Commission license，Cannot only meet the superficial number of people requirements，It is even more necessary to ensure that the responsible persons have the true ability to perform their duties、Arrangements with sufficient participation and effective liaison by regulators。Robust RO architecture，It is the core basis for license application approval and subsequent continued compliance operations.。
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