Applying to engage in SFC regulated activities in Hong Kong，First, we need to clarify the regulatory categories of “intermediaries”、Applicable threshold and coreApplication conditions。For plans to develop securities、futures、For institutions with regulated businesses such as asset management，Licensing structure、Company qualifications、internal controlandResponsible personarrange，Will directly affect the feasibility and approval efficiency of license application。
Hong Kong Securities and Futures CommissionIntermediary Category
in Hong Kong，Organizations permitted to engage in activities regulated by the Securities and Futures Commission can be divided into three main categories:：licensed corporation、short termlicensed corporationand registration authority。
- licensed corporation：means licensed under section 116 of the Securities and Futures Ordinance to carry on one or more types of regulated activities，but a corporation that is not an authorized financial institution。
- short-term licensed corporation：Refers to a short-term license issued under section 117 of the Securities and Futures Ordinance，Can carry out one or more types of regulated activities for a period of not more than three months，But Type 3 regulated activity (leveraged foreign exchange trading)、Type 7 regulated activity (provision of automated trading services)、Except for Type 8 regulated activity (providing securities margin financing) and Type 9 regulated activity (providing asset management)；The corporation is also not an authorized financial institution。
- Registration authority：means an authorized financial institution registered under section 119 of the Securities and Futures Ordinance to carry on one or more types of regulated activities，Except for Type 3 regulated activities (leveraged foreign exchange trading) and Type 8 regulated activities (providing securities margin financing)。
From a practical perspective，The period for a short-term licensed corporation to engage in regulated activities shall not exceed 3 months，Applicable scenarios are limited；The registered institution must first belong to a recognized financial institution such as a bank，The entry barrier itself is high。therefore，When a company conducts regulated financial business in Hong Kong，Usually, applying for a licensed corporation is the main path。
Application conditions for licensed corporations
Core elements of application for licensed corporations，It is to satisfy the Hong Kong Securities and Futures Commission that the applicant and its related persons are “suitable person”，and have continuous、Compliance、Ability to operate regulated activities in a sound manner。
Promoter and Applicant Fit and Proper Requirements
According to Section 129 of the Securities and Futures Ordinance，When the SFC considers whether an applicant is fit and proper for licensing or registration，In addition to considering other matters it considers relevant，Consideration must also be given to the following matters of the applicant and, where appropriate, other relevant persons of the applicant:：
- financial condition or solvency；
- Educational qualifications、Other qualifications or experience，and must be judged based on the nature of the functions the applicant intends to perform.；
- Whether you are competent and competent、Conduct relevant regulated activities honestly and fairly；
- Reputation、character、Reliability and financial soundness。
Companies applying for licensed corporations，Must be a company incorporated in Hong Kong，or an overseas company registered with the Hong Kong Companies Registry。When an enterprise establishes a licensed entity，Shareholding structure should be planned in advance、Director arrangement、Business scope and compliance governance framework，To meet the China Securities Regulatory Commission’s review requirements for the continued compliance operations of licensed institutions。
business structure、Internal control and competency requirements
The applicant company must satisfy the SFC that it has a suitable business structure、Good internal control system and qualified personnel，Sufficient to ensure that the proposed business listed in its business plan can be properly carried out，and be able to appropriately manage risks that may be faced。
In terms of competency and internal control review，The Securities and Futures Commission of Hong Kong has issued a series of detailed guidelines，Includes "Competency Guidelines"、The Code of Conduct for Persons Licensed or Registered with the SFC (the “Code of Conduct”) and the Management Applicable to Persons Licensed or Registered with the SFC、Supervision and Internal Control Guidelines"。When companies prepare application materials，It is not only necessary to describe the regulated activities planned to engage in，Staffing should also be clearly demonstrated、Authorization mechanism、reporting system、Risk control、Compliance monitoring、Conflict of Interest Management and Business Continuity Arrangements。
Responsible personROrequirements for appointment
Apply for each type of regulated activity，A licensed corporation must appoint at least two responsible officers，Directly supervise the relevant activities to be carried out。The official English name of the person responsible isRO，即Responsible Officer。
When submitting your license application，Companies intending to be licensed need to submit approval applications for all persons intending to become ROs to the Securities and Futures Commission.，For review and consideration by the SFC。In the course of daily operations, licensed companies，There must be at least one responsible person available to supervise the business at all times，To ensure that regulated activities are conducted under effective management and ongoing supervision。
If the person appointed is a fit and proper person，And the relevant arrangements will not cause role conflicts，The same person can be appointed as the responsible officer for more than one type of regulated activity。Among the two ROs，At least one must be an "executive director" as defined in the Securities and Futures Ordinance。at the same time，All "Executive Directors" must seek approval from the Securities and Futures Commission to become ROs。
Supervisory definition of executive directors and overseas residence arrangements
In this context，"Executive Director" means a director who is actively involved in or responsible for direct supervision of the regulated activities for which the corporation is licensed.。Provided that the executive director is able to discharge his responsibilities and oversee the business to the satisfaction of the SFC，You can live outside Hong Kong。
This arrangement provides a more convenient operating space for mainland managers to serve as ROs of Hong Kong licensed companies.。The SFC usually combines the frequency of non-Hong Kong resident directors’ visits to Hong Kong to handle regulatory activities.，and internal controls of licensed companies.、Management system and system level，Comprehensively judge whether directors residing in the Mainland can meet the due diligence requirements of the Hong Kong Securities Regulatory Commission on ROs。
RO’s role and ongoing compliance responsibilities
RO has key supervisory significance in the governance system of licensed corporations。The role is similar to that of being employed by a licensed company、However, in terms of regulatory responsibilities, front-line supervisors responsible to the Securities and Futures Commission of Hong Kong are needed.。RO needs to pass the CSRC assessment and obtain approval，You can practice law only after registering with the China Securities Regulatory Commission。
RO qualifications are directly related to natural persons.，Not attached to any one licensed company，Therefore, RO can change the licensed institution where he works。Under this institutional arrangement，If the RO violates the regulations of the Securities Regulatory Commission at work，May face disciplinary action，and even lose their long-term practicing qualifications。
Because of this，ROs typically oversee the day-to-day operations of licensed companies from a regulatory compliance perspective，Ensure business processes、internal control system、Personnel conduct and customer service comply with the requirements of the Hong Kong Securities and Futures Commission。For enterprises planning to apply for a licensed corporation，Can the configuration be qualified?、RO with matching experience and regulatory awareness，It is often a key factor in the successful implementation of license application and subsequent compliance operations.。
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