Hong Kong SFC Category 1 (Securities trading) License Application Registration Guide

Hong Kong SFC Category 1 (Securities trading) License Application Registration Guide

Under the Hong Kong Securities and Futures Commission (SFC) Regulated statutory core financial licenses

Hong Kong’s Type 1 license (securities trading) is issued by the Hong Kong Securities and Futures Commission (SFC) in accordance with the Securities and Futures Ordinance (SFO) officially implemented in 2003.,It is the core access qualification for Hong Kong’s capital market.。Licensed corporations are allowed to execute securities transactions on behalf of clients、Providing securities margin financing and fund distribution。Under the Financial Resources Rules (FRR),The applicant corporation must maintain a paid-up share capital of HK$5 million to HK$10 million and liquid capital of HK$3 million.。Corporations must establish substantial physical offices in Hong Kong,and appoint at least 2 Responsible Officer (RO) and 8 Project Core Function Manager (MIC)。in recent years,SFC establishes regulatory framework for virtual assets (VA),1Number plate becomes the legal prerequisite for traditional institutions to conduct VA transactions。Hong Kong Huitong provides coverage for corporate establishment、RO/MIC fitness (Fit & Proper) match、Legal agency services for business plan preparation and SFC inquiry (Requisitions) defense。

Release time:Content has been reviewed
Guo Zijian
Guo Zijian Core Compliance Team
Served:Legal Department of Hong Kong’s leading Chinese securities firm & International Asset Management Company
permanent residence:Hongkong Experience:14 Year
Expertise in compliance areas:SFC 1/4/9 license plate application、RO matching、Securities mergers and acquisitions、Preparation of internal control manual。
personal note:Guo Zijian:Owned in traditional securities and asset management fields 14 years of experience。He once worked in the legal and compliance department of a well-known Chinese securities firm in Hong Kong,Fully responsible for SFC (Securities and Futures Commission of Hong Kong) No. 1、4Application for No. 9 and No. 9 licenses、RO (Responsible Officer) Recruitment and Compliance M&A。He is well versed in the Securities and Futures Ordinance,Specialized in preparing strict internal control and compliance manuals for securities firms and asset management companies,Ensure that the business model fully complies with the requirements of the Securities Regulatory Commission。
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. Business scope and related activities of SFC Type 1 license

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Core securities brokerage business

Category 1 may cover buying and selling securities as agent or principal,and a broker consistent with the actual arrangements、underwriting、Placing、Introduction and Fund Distribution。options、Whether funds and other products are securities,Still must be confirmed according to legal definition and product structure。

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Side Activities and Margin Financing

Partial Category 4、Exemptions may apply to Category 6 or 9 activities when they are entirely incidental to Category 1 securities trading business and meet the conditions of the Securities and Futures Ordinance。Type 1 licensed corporations provide securities margin financing in the course of their securities dealing business,Also subject to applicable exemptions、License conditions、Financial Resources and Client Asset Rules,You cannot judge based on the amount of capital alone。

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Virtual assets and tokenized products

Distribution of investment products containing virtual assets、Trading security tokens or providing tokenized securities services,May involve Category 1 and additional SFC conditions for virtual assets。platform、Are Category 7 automated trading services and other licenses applicable?,According to the legal nature of the product、Matchmaking or execution function、Hosting and customer categories are confirmed separately。

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1st、4、9class activity boundary

trade execution、Advising on securities and discretionary asset management may respectively involve Section 1、4and 9 categories of activities。Whether the responsible person can cover multiple activities depends on their experience、Competencies and practical supervision arrangements;Financial resources and internal controls must be determined comprehensively based on all activities and license conditions。

2. Industry information:Chinese-funded and technology enterprise SFC No. 1 [Statutory approval case]

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virtual bank background:Fulong Bank

Established with investment from Tencent and othersHong Kong Monetary Authority (HKMA):virtual bank。2022Obtained Type 1 and Type 4 licenses in November,Business expanded from deposit foreign exchange to wealth management field in accordance with the law,Approved to provide fund product trading services on the App。

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Internet brokerage:Futu/Tiger/Oriental Fortune

Futu (Cheetah Trading)、Tiger International (YAX) and Oriental Fortune (Hafu Securities) have both completed the No. 1 license upgrade approval,Permitted to provide customers with “securities” type virtual asset trading services in accordance with the law。

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Leading Chinese securities firm:Guotai Junan/Tianfeng/Caitong

Guotai Junan International completes No. 1 license plate upgrade,Open up the whole chain of virtual asset services;Tianfeng International is approved to “provide virtual asset transactions through comprehensive accounts”;Caitong International relies on license plates No. 1 and 4 to carry out direct sales and brokerage business。

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Overseas branches of public funds:Harvest International

Founded in 2008。Hold Category 1、Class 4 and Class 9 licenses。Pass the linkage of No. 1 and No. 9 plates in accordance with the law,Providing rights and interests to global investors、Fixed income、Index and multi-strategy asset management and trading services。

3. [Statutory Financial Resources Rules of SFC No. 1] (FRR) standard】

Legal business model categories Statutory minimum paid-in share capital (Paid-up Capital) legal minimumSecurities and Futures (Financial Resources) Rules:Liquid capital (Liquid Capital)
Providing securities margin financing (Margin)
or any open-end fund (OFC) custodian
1,000 10,000 Hong Kong dollars 300 10,000 Hong Kong dollars
Hold client assets
(Absolutely no margin financing available)
500 10,000 Hong Kong dollars 300 10,000 Hong Kong dollars
Approved introducing agent or dealer
(Absolutely no client assets are held)
No mandatory minimum requirements 50 10,000 Hong Kong dollars

illustrate:Licensed corporations must maintain applicable minimum financial resources on an ongoing basis。Business plans and financial forecasts should demonstrate that resources are commensurate with the business,However, this page does not express “6 months” or “12 months operating expenses” as a unified statutory additional buffer for all Category 1 or virtual asset businesses.。

4. [Fit and proper person] as stipulated by SFC (Fit & Proper) Legal executive structure]

Responsible person (RO):Each regulated activity must normally have at least 2 Responsible officers were approved,of which at least 1 executive director,and must have at least 1 Responsible personnel are available to supervise operations at all times。This is the actual supervision requirement,Not equivalent to the unified Hong Kong permanent resident or full-time stay in Hong Kong conditions。

RO Competencies:Securities and Futures Commission based on academic or professional qualifications、Relevant industry experience、Management experience、Comprehensive assessment of local regulatory knowledge and fit and proper criteria。Category 1 Responsible Officers are usually required to demonstrate at least 3 years of relevant industry experience and appropriate management experience in the past 6 years;specific exam、Classification and exemptions are confirmed based on individual background。

Core Function Manager (MIC):Licensed corporations should identify persons responsible for eight core functions,and provide management structure information to the Securities and Futures Commission。Overall management oversight and core functional heads of major business lines should generally be Executive Directors,and be approved as the responsible person;Whether one person can hold concurrent posts must be judged based on actual authority and resources.。

Division of functions:front office transaction、Settlement、finance、There must be checks and balances between compliance and risk management commensurate with scale and risk。SFC focuses on conflicts of interest and independence,However, it cannot be generalized that responsible personnel must not concurrently perform compliance functions in accordance with the law in all circumstances.。

subject and place:Applicants must usually be companies established in Hong Kong or non-Hong Kong companies registered under the Companies Ordinance,and maintain available for effective supervision、with people、Record、Where the system is compatible with client asset arrangements。Whether the premises must be locked individually or in a specific manner,Evaluated by the Securities and Futures Commission on a case-by-case basis。

5. [Statutory File Review Checklist] submitted through WINGS electronic platform

File category Submission details for statutory requirements
Basic corporate and financial evidence Company and group structure information、Description of Control Rights and Major Shareholders’ Interests,and supporting financial resources.、Documentation of premises and operating capabilities。budget period、Bank information and capital certificates are prepared in accordance with the application form and the CSRC case requirements.。
Business and internal control planning documents Business Plan。Compliance Manual and Operational Flow Chart。Anti-Money Laundering (AML) Policy。Business Continuity and Disaster Recovery Plan (BCP/DRP)。
Executive suitability due diligence documents Identity of proposed responsible officer and licensed representative、Academic or professional qualifications、Work history、Examination or exemption and fit and proper information,and core functional managers and management structure documents。The specific proof is subject to the WINGS form and individual case requirements.。

6. Hong Kong Type 1 License Application and SFC Review

first stage:business、Subject and personnel preparation

Confirm business and license scope、Application subject、control architecture、Responsible person、Core Function Manager、financial resources、premises、customer assets、Banking and internal control arrangements,and prepare application documents。

second stage:WINGS system online submission

Submit applicable forms and supporting materials through the CSRC WINGS system,And pay the corporate and individual application fees according to the fee schedule in effect at the time of submission.。Old amounts that have not been reviewed by the current fee schedule will not be used on this page.。

The third stage:Completeness and Substantive Review

Securities Regulatory Commission review business、control、personnel、Financial resources and internal controls,and can ask additional questions。There is no unified standard of 3 to 6 rounds for the number of inquiries.,Applicants are responsible for materials and responses。

Stage 4:Additional matters and decisions

The Securities and Futures Commission may require supplements or completion of specified matters in individual cases.,and may impose conditions on the license。Is there a principled decision?、the term、capital injection、Banking or insurance matters are determined on a case-by-case basis。

The fifth stage:SFC Decisions and Ongoing Responsibilities

The CSRC’s service commitment is subject to receipt of complete applications,No guarantee of approval or fixed completion time。Actual cycle time depends on business complexity、personnel、financial resources、Virtual asset arrangement、Inquiries and applicant responses;After obtaining the license, you must continue to perform regulatory responsibilities。

7. Category 1 application support provided by Hong Kong Express

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Corporate establishment and personnel matching

can assistSorting out Hong Kong entities、Management structure and personnel needs,And check the candidate information of responsible personnel and core functional managers。actual hire、Approval and performance by the applicant、Candidates and the Securities and Futures Commission make independent decisions。

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Core legal documents and compliance infrastructure

Can assist in preparing business plans based on actual business、financial forecast、Division of responsibilities、AML/CFT、customer assets、Business continuity and other internal control documents。The budget period and document scope are determined according to the application requirements。

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WINGS Application and Defense Agent

May assist WINGS in submission upon written authorization、Financial resource information and regulatory inquiry preparation,and coordinate bank、Audit or legal services。Applicants are responsible for materials and responses;Bank account opening、Decisions in principle and formal licensing are not guaranteed.。

8. Hong Kong SFC No. 1 License Core Legal Questions and Answers (FAQ)

background:What is the legal basis and time for establishing the license?+

Type 1 (securities trading) licenses are issued by the Hong Kong Securities and Futures Commission (SFC) in accordance with the Securities and Futures Ordinance (SFO) implemented in 2003.。

Advantages:Apply for the legal business closed loop of No. 1 plate?+

trade execution、Advising on securities and discretionary asset management may respectively involve Section 1、4and 9 categories of activities。Whether the application is combined and whether the responsible person can cover multiple activities,Must be based on actual business、experience、Supervision capabilities and review and determination by the China Securities Regulatory Commission。

category:How to legally apply for virtual assets(VA)Trading business?+

When a Type 1 licensed corporation intends to provide virtual asset-related services,Should be pressed by product、trading platform、client、implement、Check custody and licensing conditions against current SFC requirements。Whether the conditions need to be modified、Only integrated accounts can be used or whether client assets can be held,Do not make generalizations without departing from specific models。

funds:What are the actual payment and quick action requirements of the FRR Financial Resources Rules?+

Provide margin financing with minimum paid-up equity 1,000 10,000 Hong Kong dollars,Liquid capital 300 10,000 Hong Kong dollars;Holds paid-up capital of client assets 500 10,000 Hong Kong dollars;There is no paid-up share capital requirement for pure introducing agents.,Liquid capital 50 10,000 Hong Kong dollars。

condition:Can I register a shell company overseas so that all employees can work remotely?+

The applicant must be a company established in Hong Kong or a non-Hong Kong company registered under the Companies Ordinance,and maintain available for effective supervision、Business-appropriate management、personnel、Record、System and premises arrangements。There are risks associated with mailbox-only or arrangements that cannot support operations,However, the form of premises is assessed by the Securities and Futures Commission on a case-by-case basis.。

personnel:Responsible person(RO)statutory competency standards?+

Each regulated activity must normally have at least two responsible officers,At least one of them shall be an executive director,And there must be at least one responsible person available to supervise the business at all times。Relevant experience、Management experience、local regulatory knowledge、Examinations and exemptions are assessed based on individual background and intended supervised activities。

condition:Core Function Manager(MIC)What are the systems and regulations for overseas employment?+

Licensed corporations should identify persons responsible for eight core functions,and make sure it has sufficient permissions、Resources and Accountability。Overall management oversight and core functional heads of major business lines should generally be executive directors and responsible officers;Location and part-time arrangements must ensure the actual performance of duties。

material:business plan(BP)What core forecast data must be included?+

Business plans and financial forecasts should cover the business、client、income、cost、Financial resources and funding sources,and consistent with the application form。The forecast period and backup capital injection arrangements are determined according to the requirements of the China Securities Regulatory Commission.,It cannot be limited to the first six months。

cycle:SFC statutory approval time limit and practical inquiry?+

The CSRC’s service commitment is subject to receipt of complete applications,No guarantee of approval or fixed completion time。The number of inquiries and actual cycle time depends on the business、personnel、financial resources、Virtual asset arrangement、Material Completeness and Applicant Response。

annual review:Monthly statutory FRR financial reporting requirements?+

Frequency of financial resource declarations and notifications and business restrictions after falling below applicable thresholds or warning levels,According to the type of licensed corporation、Licensing conditions and enforcement of the current Securities and Futures (Financial Resources) Rules。This page does not generalize all situations to automatically suspend all new business。

Renew license:What are the penalties for late annual returns and license fees?+

Licensed corporations and individuals must submit annual returns and pay applicable annual fees in accordance with the current arrangements of the Securities and Futures Commission.。annual fee waiver、expiration date、Surcharges and consequences of suspension or withdrawal may be adjusted,Please refer to the WINGS notice of the China Securities Regulatory Commission and the current annual fee page.。

secretarial company:Legal limits on non-profit or shell company acquisitions?+

The acquisition of a licensed corporation or its upper-level controlling entity requires legal、finance、Client Assets and Regulatory Due Diligence。A person who intends to become or increase the interests of a substantial shareholder is usually required to obtain prior approval from the Securities and Futures Commission in accordance with Section 132 of the Securities and Futures Ordinance;Specific transactions and legal consequences must be confirmed by independent counsel。

9. Hong Kong SFC No. 1 Securities Trading License-Case

香港证监会SFC第1号牌 证券交易牌照
Securities and Futures Commission of Hong Kong (SFC)No. 1 Securities Trading License- Hong Kong Huitong

10. Relevant regulations、Regulatory information and further reading

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