Series of the fund outside the condition: Does illicit collect manage ─ of 9 cards of Hong Kong to apply for? Still do not apply for?

According to Hong Kong " negotiable securities and futures orders " [say below 1] " " negotiable securities and futures orders " " ) , hong Kong negotiable securities and control commission of futures general affairs (Securities And Futures Commission, say below " SFC " or " inspect of Hong Kong card is met " ) the main superintendency orgnaization that is Hong Kong money market. Hong Kong money market executes financial license plate to run a system, obtain relevant finance license plate only, just can be engaged in " negotiable securities and futures orders " of the regulation get compasses canal activity (Regulated Activities) .

In short, divide by the case of exempt outside, authorized finance orgnaization (Authorized Financial Institution) if any other public figures besides are about to begin in Hong Kong get compasses canal activity, must apply for financial license plate to SFC. Did not obtain relevant finance license plate / the orgnaization that approve and is engaged in getting compasses canal activity in Hong Kong or personnel, may be found out civil with criminal responsibility [2] . Up to now, " negotiable securities and futures orders " subordinate list 5 (Schedule 5) set 12 kinds to get compasses canal activity (among them the 11st kind " tool product is derived to trade outside field or tool product is derived to offer an opinion outside field " have not carry out) , with business of illicit collect fund closely related basically be the 9th kind " asset management " (Asset Management) , its corresponding license plate also is called normally 9 cards (next weighing " 9 cards " ) .

Obtain the advantage clearly of 9 cards, for example 9 cards conduce to hold extend collect of gold of condition foreign capital and investment, and the Hong Kong substance of 9 cards still can enjoy hold privilege of Hong Kong taxation. But at the same time, apply for 9 cards to meet relatively raise cost of supervisory of illicit collect fund substantially, affect supervisory possibly also collect endowment plan, be not all likelihoods to involve Hong Kong collect endowment or certain and as associated as Hong Kong existence illicit collect fund manage average per capita to must obtain 9 cards. We notice, whether does the concerned activity that a lot of illicit collect fund run a person to be begun in Hong Kong with respect to its constantly need to obtain misgive of 9 cards existence, the article will emphasize pair of concerned substance and business activity to whether need to apply for 9 cards to spread out an analysis, in order to offer reference of the colleague inside course of study.

One

Assorted one is asset management activity:

Whether should person of management of illicit collect fund file 9 cards?

Basis " negotiable securities and futures orders " regulation, the main body that undertakes asset management activity in Hong Kong needs to file 9 cards. Among them, asset management activity points to [3] : (1) estate invests plan drawing government; (2) negotiable securities or futures contract government. Wait for a definition according to this, what place of person of management of fund of major illicit collect may involve is activity of negotiable securities government. Accordingly, we need to make clear further: (1) assorted one is " negotiable securities " ; And (2) how to maintain " administrative activity " . Basis " negotiable securities and futures orders " relevant provision and our practice operates experience, summary is as follows:

1.Is assorted one negotiable securities?

Basis " negotiable securities and futures orders " the 245th regulation, "Negotiable securities " those who point to is the company perhaps is not company group or card of the share that governmental main body issues, stock, creditor's rights (Debentures) , bond (Bonds) , creditor's rights share (Loan Stocks) , fund or bill and its right, period authority, rights and interests, or certificate of rights and interests, participate in certificate, temporarily certificate, metaphase certificate, receipt, or subscribe or the authority certificate that buy the case such as this, the rights and interests that calls negotiable securities normally with etc, influence or belongings; But do not include " company orders " (Company Ordinance) the private company of next regulations [4] (next weighing " private company " ) stock or bond. Accordingly, fund management person pursues fund (Funds) be not the administrative activity related private company substance with etc, the likelihood is maintained to be 9 to compasses canal activity gets related the card and need to file 9 cards.

2.How to maintain " administrative activity " ?

" negotiable securities and futures orders " did not make specific definition with respect to administrative activity. Think commonly, of here " management " include the following activity: To the client with respect to negotiable securities or futures contract trade to table a proposal; Make investment decision-making, with the client capital has negotiable security or futures contract trades; Allocate to the client trade accrual; Deduct a percentage from a sum of money of collection overhead expenses, outstanding achievement; Serve business arrange with with tripartite and manage capital pass in and out to wait. According to relevant practice experience, as a result of " run an activity " notional extension is relatively wide extensive, the judgement basis with main SFC may be asset of supervisory of illicit collect fund manages function to whether be Hong Kong to undertake, basically undertake judging through considering the following aspects integratedly: (1) whether to have associated entity is created in Hong Kong; (2) whether to put in capital collect propaganda in Hong Kong; (3) whether to make relevant investment in Hong Kong decision-making etc. Specific and character, SFC often carries investigation in practice whether does relevant substance have real office place, stuff in Hong Kong, whether to open account in Hong Kong, whether to undertake capital carry forward through Hong Kong account, and whether to fulfill in Hong Kong trade relevant asset management activity is narrated before the element such as the contract judged relevant substance integratedly to whether be engaged in actually in Hong Kong.

3.Specific action activity judges person of management of illicit collect fund

As a result of " asset management activity " ambiguous extension, bring about whether to need to apply for determinism of scarcely of 9 cards existence, especially certain to having with Hong Kong couplet Kui , but the likelihood does not make the illicit raise that has asset management activity in Hong Kong fund management person, the couplet Kui of its and Hong Kong achieves He Chongjiang to spend and need applies for 9 cards to often make the focal point that its care. Accordingly, later development will separate state specific discussion.

(1) the illicit collect fund that did not create any entity in Hong Kong manages a person, can you need to file 9 cards below assorted one circumstance?

If illicit collect fund manages a person,activity of all personnel, office, investment is in the place beyond Hong Kong, is the investment share that accepted firm of a Hong Kong merely, won't get normally the superintendency of SFC. But if its are in Hong Kong to exist collect endowment behavior, and the collect that is in Hong Kong endowment behavior was formed " negotiable securities and futures orders " below " promote actively " (Actively Market) behavior, should wait push sell to get compasses canal activity to may be formed, should apply for corresponding financial license plate thereby.

" negotiable securities and futures orders " the 115th regulation, if anybody (include his or carry another person, in Hong Kong or other area) actively promotes his to serve to the public, and if this service is offerred in Hong Kong can be considered as to get compasses canal activity, need to apply for corresponding license plate. In the FAQs of SFC website, SFC is right " promote actively " made informal reply. Make clear in answer, lv of SFC unified exam (but not be confined to) the following element, whether to make in order to judge for the person all right " promote actively " behavior: A. Whether did behavior person make those who market a service promote plan picture; B. Whether does behavior person carry mail, advertisement, broadcast is carried on newspaper or big Geng exclosure publicizes the means of the network its serve; C. Of behavior person push sell to talk things over to whether be passed, the means such as plan picture undertakes, show the service such as this is durative, and rather than is one-time; D. Whether is the service that provides for the person all right aimed at Hong Kong public; E. Whether is the service activity such as this based on what client oneself needs and seek ability happening actively.

On put together, the person of management of illicit collect fund that does not set any entity in Hong Kong won't get normally the superintendency of SFC, but if is put in fund collect in Hong Kong endowment propaganda and have certain open sex, be maintained likely to be " negotiable securities and futures orders " below " promote actively " behavior needs to file 9 cards thereby.

(2) the subsidiary that the person of management of illicit collect fund outside Hong Kong condition creates in Hong Kong (Sub-adviser) whether to need to file 9 cards?

Person of management of fund of collect of the illicit outside Hong Kong condition creates subsidiary in Hong Kong (Sub-adviser) (next weighing " Hong Kong investment is advisory " ) support a service to the person manages to offer outside the condition, it is the very common business operation on fund market. Because this substance is established,be in Hong Kong, but did not develop asset management activity directly however, whether to because this Hong Kong invests adviser,need to apply for determinism of scarcely of 9 cards existence. In the meantime, narrate a circumstance to fall afore, of mark of this fund investment be in or also do not meet in Hong Kong churchyard cause distinct effect to judgement.

According to us to " run an activity " analysis and understanding, the key that whether adviser of Hong Kong investment needs to file 9 cards depends on relevant investment decision-making whether to make in Hong Kong churchyard, and whether to exist in Hong Kong churchyard with fund the direct correlation that invests mark. If fund archives agrees investment is decision-making,relevant main body is made, and the arrangement such as the office with Hong Kong advisory investment and personnel all is the fund outside the condition to manage a person to provide supportive sex service only, do not make investment directly decision-making, won't form commonly " asset management activity " , do not need to file 9 cards. But because Hong Kong law is not at present right " asset management activity " make specific definition, limit judgement not clearly also to make the method that invests decision-making place, the SFC in reason practice masters the larger advantageous position that reduce an amount; Be like fund to there is those who invest mark in Hong Kong churchyard especially, illicit collect fund manages the couplet Kui of person and Hong Kong to strengthen, may happen relevant trade activity (be like what invest mark related to Hong Kong between capital carry forward, relevant trade to the contract is signed and be fulfilled etc, a general designation " trade activity " ) , bring about the possibility that is superintended by SFC to increase. The SFC in practice connects regular meeting to trade through be being narrated before investigation the activity will judge relevant main body integratedly (main body of blame Hong Kong faces the risk that is investigated possibly also) whether be engaged in in Hong Kong churchyard " administrative activity " need to file 9 cards thereby.

(3) if be not Hong Kong substance to be engaged in PIPE in Hong Kong,trade, whether do its need to file 9 cards?

Before be like, narrate, we understand, because PIPE trades,be strengthened with the couplet Kui of Hong Kong and the activity trades related likelihood happening, SFC may investigate this to wait trade activity, and the substance outside relevant condition also can face the risk that is investigated. But the substance outside judging the core that whether needs to apply for license plate to still wait for relevant condition for this was engaged in getting compasses canal activity in Hong Kong.

Additional, of the mark that trades because of PIPE belong to " negotiable securities " , because this PIPE trades,the likelihood involves a license plate (negotiable securities trades) with 4 license plate (offer an opinion with respect to negotiable securities) below get compasses canal activity. Those who need a specification is, if relevant substance already filed 9 cards right now, it is OK to should wait for PIPE to trade basis " negotiable securities and futures orders " relevant provision [5] , offer the accessary activity that asset manages the end of the service and happens for the client as relevant main body, thereby be able to exempt a license plate and 4 application of license plate.

2

Category of main body of what license plate is there?

License plate of Hong Kong finance differentiates according to application main body include the following 7 kinds: (1) the law that hold a card is round (Licensed Corporation) ; (2) short-term the law that hold a card is round [6] ; (3) functionary (Responsible Officer) ; (4) the delegate that hold a card (Licensed Representative) ; (5) hold card delegate temporarily; (6) the short-term delegate that hold a card; (7) register an orgnaization (Registered Institution) .

The delegate that hold a card shows be subordinate to belongs to group of the law that hold a card, specific carry out the personnel that gets compasses canal activity, count limitation without the person. What group of the law that hold a card begins is all get compasses canal activity, must carry out by the delegate that hold a card. The delegate that hold a card offers application to SFC, obtain SFC approve epigenesis to be functionary. Of group of each law that hold a card suffer the functionary with compasses canal due activity to be not gotten with respect to every kinds little at 2 people (among them at least due a functionary can monitor relevant business activity at any time) , among them one must be executive trustee, and all executive trustee of this law group also must be functionary entirely. Accordingly, if person of management of illicit collect fund needs to file 9 cards, outside needing to apply for to make group of the law that hold a card except hypostatic itself, its still must have 2 functionary at least. Registering what the orgnaization points to is a basis " negotiable securities and futures orders " the bank that registers to management board of Hong Kong banking (the article is incorrect register an orgnaization to undertake an analysis) .

3

How to apply for license plate:

Illicit collect fund manages a person to file the qualification of 9 cards and requirement

The way that license plate gets on the market at present has two kinds: It is fund management person creates subsidiary in Hong Kong; 2 it is fund management person buys already successful hold the company of 9 cards. Because adopt the time that buys means place to expend and cost and posture of new application license plate,differ very few, and set newly more be helpful for brand inheritance, the pattern that reason still applies with be being set newly is more general. However, basis " negotiable securities and futures orders " , no matter apply for to become,hold a card to represent, must have relevant aptitude to just possess application qualification.

1.Illicit collect fund manages a person to file the requirement of 9 cards

Basis " negotiable securities and futures orders " the 116th, 118 regulation and SFC made in April 2017 " dealing manual " (next weighing " " dealing manual " " ) specification, the illicit collect fund that files 9 cards manages a person to must have the following requirement:

(1) the applicant is " proper person selected " [7] ;

(2) the applicant must be the company that establish is registered in Hong Kong or register in Hong Kong manage company of registered blame Hong Kong;

(3) applicant must can keep enough real pay capital stock (Paid Up Capital) reach fast use fund (Liquid Capital) . 9 cards are as follows to this requirement: (1) if this orgnaization provides asset management while, the limitation of the dealing condition that is not gotten hold client capital fund [8] , do not have the limitation of amount of capital stock of lowermost real pay, but most low speed moves capital number to be 100 thousand Hongkong dollar; (2) amount of capital stock of real pay of the lowest below other condition is 5 million Hongkong dollar, most low speed moves capital number to be 3 million Hongkong dollar;

(4) the applicant must have proper business framework, good inside the staff that accuses system and qualification, in order to run the risk of asset management activity;

(5) the risk that the applicant has 2 functionary to run an activity in order to superintend applicant asset at least, among them 1 must be executive trustee;

(6) get compasses canal activity in the light of individual event, at least due a functionary can monitor relevant activity at any time, same individual can be appointed be multinomial the functionary that gets compasses canal activity, premise is its are proper person selected and relevant duty does not conflict;

(7) the requirement that large stockholder of the applicant, senior administrator and relevant personage must satisfy proper person selected.

2.The delegate that hold a card files the requirement of 9 cards

Basis " negotiable securities and futures orders " reach the 120th times " dealing manual " the regulation of the 5th chapter, the delegate holding a card that files 9 cards must have the following requirement:

(1) the applicant is " proper person selected " ;

(2) the applicant must have record of formal schooling / experience of industry aptitude, relevant industry, approve industry qualification;

(3) the applicant must superintend a framework to take an exam through Hong Kong this locality (Local Regulatory Framework Papers, period of efficacy is applying for a few days ago inside 3 years [9] ) .

3.Functionary files the requirement of 9 cards

Basis " negotiable securities and futures orders " , the applicant can apply for to become the functionary of a variety of license plate at the same time, can hold the position of the functionary of group of many law that hold a card at the same time, but the applicant must explain to SFC, in begin a variety of sufferring below the circumstance of the functionary that compasses canal activity perhaps holds the position of group of many law that hold a card at the same time at the same time, the circumstance such as this is nonexistent interest conflict. The functionary that files 9 cards must have the following requirement:

(1) the applicant is " proper person selected " ;

(2) the applicant has sufficient permissive right inside law group;

(3) the applicant has relevant record of formal schooling / industry aptitude;

(4) the applicant has relevant industry experience (there are 3 years inside 6 years recently or the experience of above, there are 5 years inside 8 years recently or the the experience of above, closest perhaps there are 8 years inside 11 years or above, the ability that inspects other side and applicable) ; To coming from inland / the applicant that basically perhaps works inside, if the business of working experience of inland and Hong Kong has taller agree spend and similar sex, also may be thought to have relevant industry experience by SFC. And to 9 cards character, SFC approbates an applicant to invest fund trade association and Chinese negotiable securities to supervise the competence that administrative committee gains in Chinese negotiable securities, and the experience that holds the position of fund manager in company of outback asset management;

(5) the applicant has at least 2 years of relevant management experience;

(6) the applicant superintends a framework to take an exam through Hong Kong this locality (period of efficacy is applying for a few days ago inside 3 years) .

Notable is, although ever case shows functionary need not want like that with the law that hold a card existence employ closes between the group, but the employee that functionary still recommends to be group of the law that hold a card in practice, whether can lest cause SFC,hold card law to get compasses canal activity roundly with respect to this to functionary devoted and enough time, energy and whether to exist to be opposite with this personnel the circumstance that the duty generation interest that other way group has conflicts generates doubt. And usually, fall in the situation that attributes same company group about group of the law that hold a card only, same personnel just can apply for to become the chief of the group of many law that hold a card such as this at the same time.

In the meantime, narrate before the basis, the applicant of group of the law that hold a card must be the company that establish is registered in Hong Kong or register in Hong Kong manage company of registered blame Hong Kong, accordingly, register in Hong Kong except person of management of fund of outback illicit collect place outside registering, do not possess the qualification that files 9 cards with outback substance directly, often have application through subsidiary is being created in Hong Kong. However, outback natural person can apply for to become functionary. " dealing manual " the condition that the 5th chapter set to abroad dweller applies for to become functionary. Wait for a regulation according to this, (1) below the case that will represent group of the law that hold a card to develop asset management activity in Hong Kong in this applicant only, SFC just can issue license plate to its. Change character, when only the applicant pursues asset management business actually in Hong Kong, just have license plate to get a qualification; (2) if the applicant will be accredited abroad and often will develop asset management activity in Hong Kong, criterion the license plate that this applicant obtains may be brought to bear on the requirement with an only blame (namely this controller is in take an active part in or supervise concerned firm to obtain directly deal when management business, must the proposal act of another chief that comply with does not get this condition to restrict) .

4

Apply for the flow of 9 cards

The applicant needs to pass the entrance on SFC line (Https://portal.sfc.hk) , submit relevant data according to the requirement. Law group can refer application to perhaps refer paper edition according to the requirement of SFC through the entrance on SFC line application material. The application of the delegate that hold a card and functionary should hold the application of the card to be handed over at the same time with law group.

Usually, SFC general: (1) the application that opposes card delegate temporarily in 7 workaday inline processing; (2) the application that opposes card delegate in 8 weeks of inline processing; (3) the application in functionary of 10 weeks of inline processing; (4) the application that holds a card in group of 15 weeks of inline processing laws. According to relevant experience, most fund management person conducts application technological process through Zhong Jie orgnaization, what need time to be 6 months at least, it is 9-12 normally month.

5

The follow-up of 9 cards adds up to rule requirement:

Durative obligation

SFC besides ask to hold the card law group, delegate that hold a card and functionary in beforehand (close below say " the main body that hold a card " ) must have quite outside the qualification, still ask to hold card main body to must satisfy the following follow-up to add up to rule requirement in any time after obtaining license plate:

1.The main body that hold a card should be satisfied " proper person selected " condition;

2.Hold card main body to answer company license plate explain get / the use circumstance, circumstance of trustee and large stockholder, Kui having couplet is hypostatic (Associated Entities) circumstance or the information related everything and license plate application changes a circumstance to inform SFC;

3.Group of the law that hold a card and substance of Kui having couplet need to press year have financial audit, deliver financial audit file to SFC;

4.The lowermost pay enough capital stock of group of the law that hold a card and fast move capital to must be in of hold license plate whole during always maintain;

5.Hold card law group to answer every months / every half an year declares a watch to natural resources of SFC present finance / anniversary declares a watch [10] ;

6.Hold card main body to answer capture pays year of fee;

7.The main body that hold a card should submit year report to SFC;

8.Group of the law that hold a card should undertake persistent grooming to its administrator; The personnel that hold a card should be accepted groom continuously.

6

Exempt files the case of license plate

" negotiable securities and futures orders " it is OK to was made clear the case of exempt application license plate, basically apply to case of exempt of supervisory of illicit collect fund to include: 1. Accessary happening the exempt of behavior; 2. Offer the exempt of the opinion for group member.

1.Accessary happening the exempt of behavior

"Accessary happening the exempt of behavior " those who point to is to already obtained some kind or the group of the law that hold a card of many kinds of management license plate reachs the delegate that hold a card, be like some management activity that its have is completely accessary already obtained dealing activity at its, should wait for accessary happening get compasses canal activity but need not obtain corresponding license plate. For example, the end that illicit collect fund manages a person to run an activity for its asset may begin negotiable securities to trade, negotiable securities to inquire and consult (namely 1, 4 fall to get compasses canal activity relevantly) or other get compasses canal activity, the behavior generally speaking such as this need not apply for corresponding financial license plate separately.

2.Offer the exempt of the opinion for group member

If relevant personage is for its its already released wholy-owned and affiliated company, hold entirely the other and wholy-owned affiliated company of the holding company of share or this holding company (next weighing " group member " ) provide asset government service with respect to the asset of firm of this group member, and the client assets that should wait for a service not to involve group member, be confined to the asset that is group member oneself to provide asset government service, criterion this personage does not need to file 9 cards normally. I.e. , if some law group offers investment opinion to group member / or relevant research report is used by oneself with offerring its, although this group member is probable when serving for its client all or the part depends on the opinion such as this / research reports (this opinion / research reports must not specific in the light of the client) , but if this group member is,offer an opinion to the client with oneself name / research report, and be being offerred concern an opinion / the opinion that this law group already evaluated before research reports, criterion this law group still can enjoy exempt treatment.

[1] Securities And Futures Ordinance, cap. 571 (version reached his to often be updated on April 20, 2018 edition) .

[2] basis " negotiable securities and futures orders " the 114th (8) (Section 114(8) ) , the likelihood faces the amerce that is as high as 5 million Hongkong dollar and the imprisonment that are as long as 7 years (can punish) .

[3] is referred to " negotiable securities and futures orders " subordinate list 5 the 2nd part (Schedule 5 - Part 2) .

[4] basis " company orders " the 11st (Section 11) regulation, the company that establishs in Hong Kong accords with the following special of a note of the ancient Chinese five-tone scale belong to private company: (1) company rules (I) the right that limits partner to transfer stock; (Ii) partner number limitation is 50 people (contain) the following; Reach (Iii) prohibit inviting public personage subscribe any share of this company or bond; And (2) this company is not belonged to assure limited company.

[5] " negotiable securities and futures orders " subordinate list 5 the 2nd part (Schedule 5-Part 2) .

[Because 6] holds the card law group, delegate that hold a card to just can be engaged in the asset of 9 cards correspondence running an activity only, the because this article is incorrect short-term group of the law that hold a card, short-term delegate that hold a card undertakes an analysis. In the meantime, because hold a card to represent license plate tempor