For those mainland Chinese institutions and fund managers who want to gain a foothold in the Hong Kong market，Acquiring licensed companies in Hong Kong seems to have become a popular approach。But in our opinion，Risks involved with this approach (e.g. legacy issues such as creditors and claims)，and the time and costs involved in the transaction process (due diligence itself requires huge
cost
），making it unreasonable。
also，Intense bidding has also caused the prices of these licensed companies to surge sharply in recent years.。From my personal experience，Assume you already have two candidates for licensed responsible persons，It would be much cheaper to apply from scratch (roughly one-third to one-quarter of the price of purchasing a licensed entity directly)，Moreover, the approval process of the China Securities Regulatory Commission will not take long.。
Hong Kong’s Securities and Futures Commission’s latest circular reveals the regulator’s attitude towards the practice，Summarized as follows："The SFC will not accept such arrangements，This is because the relevant arrangement will raise questions about whether the senior management of a licensed corporation has properly supervised the regulated activities of the corporation and properly managed the risks involved in its business.，This may indicate that the licensed corporation and responsible officer are not fit and proper persons。The licensed corporation and responsible officers may be subject to disciplinary action as a result，Including being publicly reprimanded and having their license revoked。
"In summary，I think the debate on this topic has come to an end.。If you want to carry out regulated activities in this jurisdiction，Then you have to do it the right way，And do it the right way from the beginning。latest data：13%Licensed corporations are controlled by mainland companies. With the financial integration between the mainland and Hong Kong,，More and more mainland companies are applying to establish subsidiaries or acquire existing brokerage firms in Hong Kong.。
in fact，Mainland China has surpassed the United States，Become the largest group of shareholders controlling a licensed corporation in Hong Kong。among all licensed corporations，About 13% are controlled by mainland companies。last month，Leung Fengyi, executive director of the Intermediary Department of the Hong Kong Securities and Futures Commission, said in an interview with the media，The number of new company applications increased by more than 50% last year，In the financial year to the end of March，The number of licensed corporations has almost reached 2，500Home。
at the same time，Operating environment remains severe due to falling market turnover。last year，Total operating income of licensed corporations fell by 11%，Total net profit also decreased by 51%。Because there are too many monks and too little rice porridge，Competition is becoming increasingly fierce。Liang Fengyi reiterated，Licensing process only allows "fit and proper persons" to obtain licenses。past，The major shareholders and directors of the company applicant are usually known to the securities industry，In this regard, it will be easier for the SFC to track and assess whether they are suitable candidates。
but，Nowadays, more and more people come from the mainland，Those who have no experience in the securities industry in Hong Kong，Seeking to establish or acquire brokerage firms and asset management companies in Hong Kong，It means that the association needs to conduct a more detailed review of the application case.，and need to cooperate with other regulatory agencies，For example, the China Securities Regulatory Commission，work more closely。
She even described，Some small and inactive companies，Put on the market for millions of dollars，Including monthly salaries of tens of thousands of dollars，Recruiting two individuals who will serve as Responsible Officers (ROs) purely in name and without being required to attend the office，Situation 'unsettling for us'。She reminded these "heads" ROs to bear the consequences for the securities business.，The license may be revoked。
Responsible Officer (RO) application qualifications are based on the Hong Kong Securities and Futures Commission
Require
，每位基金经理必须具备至少两位获得证监会核准的持牌代表为负责人员（ “负责人员” ），to supervise the various regulated activities carried out by it。The person responsible for applying for approval must submit an application to the Securities and Futures Commission at the same time as applying for a license。Each regulated activity requires at least one responsible person who is an executive director。
For licensing purposes，An executive director is a director who is actively involved in or 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 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。
The Securities and Futures Ordinance further
Require
Each regulated activity requires at least one responsible officer who can supervise the business at all times。This is interpreted by the Securities and Futures Commission as
Require
At least one responsible officer is based in Hong Kong，The staff of the Securities and Futures Commission and the fund manager’s Hong Kong office can be contacted at any time.。
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