Hong Kong asset management company establishment regulatory requirements

Relevant regulations of the Mainland China Securities Regulatory Commission：Required institutional forms for establishing an institution in Hong Kong：Hong Kong institutions can adopt branches、office、Subsidiaries and other forms permitted by the China Securities Regulatory Commission1。Basic conditions：Must meet the basic conditions for the establishment of branches of fund management companies in the "Administrative Measures for Securities Investment Fund Management Companies" (CSRC Order No. 22) 2。 Business content：Fund product development、Fund sales and other business activities authorized by the company3。

Company management：

1. Sound corporate governance，Improved internal control，Stable operation，Have strong ability to continue operating；
2. The company has not received any administrative penalties or criminal penalties due to violations of laws and regulations in the past year.；
3. The company is not under investigation by regulatory agencies for any violations of laws or regulations.，Or is in the process of rectification；
4. The branch to be established has a name that meets the regulations、office space、business staff、and other business-related facilities；
5. The branch to be established has clear responsibilities and a sound management system；
6. Other conditions stipulated by the China Securities Regulatory Commission4。

Application and establishment process：

1. Application materials 5 from the date the board of directors or shareholders meeting makes a resolution15。
2. Certainly，Accept applications for fund management companies to establish branches，and review，make a decision。 The China Securities Regulatory Commission may conduct on-site inspections of proposed branches。6
3. Fund management company establishes branch，The registration formalities must be completed by the administrative agency from the date of receipt of the approval document7。

1 Securities Regulatory Commission Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 1 Securities Regulatory Commission Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 3(4) Fund management companies shall follow the law、Administrative regulations and provisions of the China Securities Regulatory Commission will establish、Announcement of the cancellation of branches 8。

Submission materials：(1 original copy，1 copy)：

1. Impact on the company’s own operations；
2. Resolution of the board of directors or shareholders' meeting；
3. business plan，At least include the necessity to establish an institution in Hong Kong、Analysis of environmental and legal environment；
4. Management arrangements for Hong Kong institutions，At least include arrangements for the proposed person in charge and key business personnel、Systems and measures for management implemented by Hong Kong institutions、Risk isolation measures, etc.；
5. Legal opinion issued by a law firm；
6. China Securities Regulatory Commission

Require

Other materials 9。

Submission and approval process：Fund management companies set up institutions in Hong Kong，It should be approved by the board of directors or the shareholders’ meeting.，Submit application materials to the China Securities Regulatory Commission in accordance with these regulations10。Matters involved in the application materials change significantly during the application period，The applicant shall submit updated materials to the China Securities Regulatory Commission within 5 days from the date of change11。

China Securities Regulatory Commission examines fund management companies’ applications to establish offices in Hong Kong，A decision on approval or disapproval will be made within 60 days from the date of acceptance.。The approval decision of the China Securities Regulatory Commission is valid for 6 months，The fund management company shall establish an institution in Hong Kong within the validity period of the approval decision12。

Risk control and isolation：Fund management companies should formulate and implement risk isolation measures with their Hong Kong institutions，Strengthening risk management of Hong Kong institutions，Prevent the normal operations of fund management companies from being damaged by the operating risks of Hong Kong institutions13。

Report

Require

：Fund management companies shall report to the China Securities Regulatory Commission and the country where the company operates within 15 days from the date of occurrence of the following matters. 8 China Securities Regulatory Commission Order [Order No. 22] Management Measures for Securities Investment Fund Management Companies—-Chapter 4 Article 34 Supervisory Board Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 4 Report of the CSRC dispatched office：

1. Hong Kong institution registration and obtaining business license from Hong Kong regulatory authorities；
2. make changes、Revoke decision of Hong Kong institution；
3. Make changes to the amount of investment in Hong Kong institutions、Determined by shareholding ratio or equity structure of Hong Kong institutions；
4. Changes in responsible personnel of Hong Kong organizations 14。

Fund management companies should follow the law、Administrative regulations and provisions of the China Securities Regulatory Commission will establish、Announcement of changes or cancellation of Hong Kong institutions15。

The Hong Kong institution of the fund management company encounters any of the following circumstances:，The fund management company shall report to the China Securities Regulatory Commission and the dispatched office of the China Securities Regulatory Commission where the company operates within 5 days from the date of occurrence.：

1. The organization and its personnel are investigated or punished；
2. Significant changes in the financial condition of the organization；
3. After an on-site inspection by Hong Kong regulatory authorities,；
4. Other matters that have a significant impact on the company's operations16。

Hong Kong SFC Licensing Information Book Licensing or Registration：The provision of asset management services is a regulated activity under the Securities and Futures Ordinance of Hong Kong，Need to apply for license or registration17。Non-authorized financial companies need to apply for a license，Approved financial companies need to be registered18。Exemptions：

1. Futures trading business，are exempted from applying for a license or registration19。
2. Involving futures and securities transactions，If the transaction object is only professional investors，Exemption from license or registration20。
3. Other wholly-owned subsidiaries provide relevant investment advice or services21，are exempted from applying for a license or registration。

14 Securities Regulatory Commission Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 9 Securities Regulatory Commission Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 10 Securities Regulatory Commission Announcement[2008]12No. - Provisions on Securities Investment Fund Management Companies’ Establishment of Institutions in Hong Kong—-Article 11

1. No need to apply for a license。

Apply for a license：Incorporated： Must be a company incorporated in Hong Kong or an overseas company registered with the Hong Kong Companies Registry 22 Competencies： Suitable business structure，Good internal control system and qualified personnel23。

Responsible person：

1. Each type of regulated activity must appoint at least two responsible officers to directly supervise the relevant activity24；
2. Arrangements will not cause conflicts，The same person may be appointed to supervise more than one type of regulated activity25；
3. At least one of the responsible persons is an executive director as defined in the Securities and Futures Ordinance26；
4. All executive directors must seek approval from the Securities and Futures Commission27；
5. When submitting your license application，Submit all applications for approval of proposed responsible officers to the SFC28； Major shareholders, etc. must meet the qualifications of suitable candidatesi29： Financial resources30： Investment quota for domestic securities investment pilot measures：Investments by Hong Kong subsidiaries in the domestic securities market must be approved by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission)，And obtain the investment quota approved by the State Administration of Foreign Exchange (hereinafter referred to as the State Administration of Foreign Exchange)33。

Test management：The China Securities Regulatory Commission supervises and manages the domestic securities investments of Hong Kong subsidiaries in accordance with the law.，The People's Bank of China (hereinafter referred to as the People's Bank of China) manages the RMB bank accounts opened in China by Hong Kong subsidiaries in accordance with the law.，The State Administration of Foreign Exchange manages the investment quota of Hong Kong subsidiaries in accordance with the law.,The People's Bank of China, together with the State Administration of Foreign Exchange, monitors and manages the inward and outward remittances of funds in accordance with the law34。

33China Securities Regulatory Commission Order [Order No. 76] Fund Management Company、Investment pilot measures—-China Securities Regulatory Commission Order [Order No. 76] Fund Management Company、Pilot Measures for Domestic Securities Investment by RMB Qualified Foreign Institutional Investors in Securities Companies—-Article 4 To carry out business, a domestic commercial bank with the qualification of a qualified foreign institutional investor custodian shall be entrusted to be responsible for the asset custody business.，Entrust domestic securities companies to act as agents for buying and selling securities。

Hong Kong subsidiaries can entrust domestic fund management companies、Securities companies conduct domestic securities investment management。

iQualification:

1. Steady business，Good credit standing；
2. Effective corporate governance and internal controls，Practitioners meet the relevant qualifications in Hong Kong

Require

；

1. Code of business conduct for the applicant and its domestic parent company，3 recent major penalties；
2. The applicant’s domestic parent company is qualified for securities asset management business；
3. Other conditions prescribed by the China Securities Regulatory Commission in accordance with the principles of prudential supervisioni。

Business application materials

1. Authenticity of application materials、accuracy、integrity、Compliance Commitment；
2. Copy of organization registration certificate；
3. A copy of the asset management business license issued by the Hong Kong Securities Regulatory Authority；
4. An explanation of whether the applicant and its domestic parent company have been punished by local regulatory authorities in the past three years；
5. The applicant’s key personnel meet relevant professional qualifications in Hong Kong

Require

proof；

1. Description of fund sources and domestic securities investment plan；
2. Description of the applicant’s company’s internal control system；
3. Audited financial report for the previous fiscal year；
4. Draft custody agreement signed with domestic custodian；
5. legal opinion；
6. China Securities Regulatory Commission

Require

Other documents i。

Investment quota application materials(Submit to the State Administration of Foreign Exchange

1. Securities investment plans, etc.；
2. A copy of the securities investment business license issued by the China Securities Regulatory Commission；
3. Notarized power of attorney for the custodian；
4. State Administration of Foreign Exchange

Require

Other materials providedi。*The China Securities Regulatory Commission and the State Administration of Foreign Exchange will make a decision on approval or disapproval within 60 days from the date of receipt of complete application documents.,and give written approval。

Investment supervision: invest in RMB financial instruments within the approved investment quota，Should comply with relevant regulations

Require

，Investment types and proportions are determined by the China Securities Regulatory Commission and the People's Bank of China。Hong Kong subsidiary invests in the interbank bond market，It should be handled in accordance with the relevant regulations of the People's Bank of Chinai。Information Disclosure Hong Kong Subsidiary Launches Domestic Securities Investment Business Pilot，Must abide by China’s regulations on shareholding ratios、Information disclosure and other laws and regulations and other relevant regulatory rules

Require

。

Hong Kong subsidiaries shall comply with the provisions of the People’s Bank of China，Submit RMB fund remittance and inward information to the People's Bank of China's RMB cross-border payment information management system through the custodian banki。Fund flow Hong Kong subsidiaries should manage relevant matters according to the investment quota.

Require

Handle fund transfers in and out。 Hong Kong subsidiaries can remit principal and investment income in RMB or purchase foreign exchangei。

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