Securities and Futures Commission Form 3 … 1 - 8 EN/4...1 Securities and Futures Commission Form 3...

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Securities and Futures Commission

Form 3

Application for Licence - Representative

[Specified under section 402 of the Securities and Futures Ordinance (Cap. 571)]

Name of applicant

Please tick “√” the regulated activities you intend to carry out:

Type 1 Dealing in securities (note 1) Type 6 Advising on corporate finance (note 5)

Type 2 Dealing in futures contracts (note 1) Type 7 Providing automated trading services

Type 3 Leveraged foreign exchange trading Type 8 Securities margin financing (note 6)

Type 4 Advising on securities (note 2 and Type 9 Asset management (note 7) note 4)

Type 5 Advising on futures contracts (note 3 Type 10 Providing credit rating services

and note 4)

Yes No

Do you want a provisional licence permitting you to act

as a representative (note 8)? Do you want a provisional licence (note 7)?

Are you also applying to be a “responsible officer”? Notes: 1. You do NOT need a licence for Type 1 or 2 regulated activity if you are licensed for Type 9 regulated activity AND your Type 1 or 2 regulated activity is

performed solely for the purpose of carrying on Type 9 regulated activity. 2. You do NOT need a licence for Type 4 regulated activity if you are licensed for Type 1 regulated activity AND your Type 4 regulated activity is wholly

incidental to your carrying on of Type 1 regulated activity. 3. You do NOT need a licence for Type 5 regulated activity if you are licensed for Type 2 regulated activity AND your Type 5 regulated activity is wholly

incidental to your carrying on of Type 2 regulated activity.

4. You do NOT need a licence for Type 4 or 5 regulated activity if you are licensed for Type 9 regulated activity AND your Type 4 or 5 regulated activity is performed solely for the purpose of carrying on Type 9 regulated activity under a collective investment scheme.

5. You do NOT need a licence for Type 6 regulated activity if you are licensed for Type 1 regulated activity AND your Type 6 regulated activity is wholly

incidental to your carrying on of Type 1 regulated activity. 6. You do NOT need a licence for Type 8 regulated activity if you are licensed for Type 1 regulated activity AND your Type 8 regulated activity is undertaken

in order to facilitate acquisitions or holdings of securities for your clients. 7. You do NOT need a licence for Type 9 regulated activity if you are licensed for Type 1 or Type 2 regulated activity AND your Type 9 regulated activity is

wholly incidental to your carrying on of Type 1 or Type 2 regulated activity respectively. 8. The Commission can issue a provisional licence to you permitting you to act as a representative within several working days, on the basis of the

Commission having no adverse information on you and prior to the completion of normal vetting procedures. An additional fee will be levied.

Warning: You must fill in this form accurately and truthfully. Section 383(1) of the Securities and Futures Ordinance (“the Ordinance”) states: “A person commits an offence if –

(a) he, in support of any application made to the Commission under or pursuant to any provision of this Ordinance, whether for himself or for another person, makes a representation, whether in writing, orally or otherwise, that is false or misleading in a material particular; and

(b) he knows that, or is reckless as to whether, the representation is false or misleading in a material particular.”

The punishment for this offence is a fine of up to $1 million and imprisonment for up to 2 years.

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Section 1: Personal Information

Name

Full name in English

Surname First Middle

Full name in Chinese

Chinese commercial code

Aliases (if any)

Gender Male Female

Date of birth / /

dd mm yyyy

Place of birth Hong Kong Others (please state)

Nationality

HK identity card number ( )

Passport number* Date of expiry*

/

/

dd mm yyyy

Passport issuing country*

* Only applicable to a non-Hong Kong permanent resident.

Do you require an employment visa in Hong Kong to carry out the proposed regulated activities? Yes. Have you obtained or applied for an employment visa to work in Hong Kong? Yes. No. Reason:

No.

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Section 2: Contact Information

2.1 Please provide your residential, correspondence, business and e-mail addresses, and your telephone

and facsimile numbers.

1 Address (Please tick “” where applicable.)

Residential Correspondence Business

Flat, floor and block no.

Building name

Street no. & name

District & city

State & country

Postal code, (if any)

Telephone number

Facsimile number and e-mail address

(facsimile) (e-mail)




Building name

Street no. & name

District & city

State & country


Telephone number






Building name

Street no. & name

District & city

State & country


Telephone number



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Section 3: Regulated Activities

3.1 Please provide the following information:

Regulated activity

Principal’s name CE

number

Will you be a “responsible

officer”?

Proposed date of

accreditation

(dd/mm/yyyy)

Job title

Type ____ Yes No / /





3.2 If you have more than one principal, please state the name of your primary principal.

3.3 If you propose to carry on Type 3 regulated activity (leveraged foreign exchange trading), will you offer

discretionary account services to your clients?

Yes.

No.

3.4 Are you applying to become a responsible officer? Yes. Yes. Please complete Supplement 10 – Duties and Experience of Responsible Officer.

Yes. No. Go to Section 4. sdf

3.5 If you propose to become a responsible officer AND propose to supervise Type 6 regulated activity (advising on corporate finance), will you undertake activities in connection with matters regulated by the Hong Kong Codes on Takeovers and Mergers and Share Repurchases?

Yes. Please complete Supplement 11 – Activities in Connection with Matters Regulated by the

Hong Kong Codes on Takeovers and Mergers and Share Repurchases. No.

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Section 4: Disciplinary Actions and Investigations

Sections 4 to 6 are about your activities both in Hong Kong and elsewhere. If there are ongoing investigations which you cannot lawfully disclose, you should notify the Commission of the results within 7 business days after the completion of the investigations.

“Substantial shareholder” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.

4.1 Have

you;

a company of which you are or were a director;

a company of which you are or were involved in the management; or

a company of which you are or were a substantial shareholder ever been

refused or restricted from the right to carry on any trade, business or profession for which a specific licence, registration or other authorization is required by law;

censured, disciplined or disqualified by any professional or regulatory body (including a stock or futures exchange) in relation to any trade, business or profession; or

the subject of an investigation conducted by a regulatory or criminal investigatory body (i.e. disciplinary tribunal, examination authority, inspector appointed under any enactment, or other regulatory body)? Yes No

4.2 Are there any disciplinary actions or proceedings pending against

you;



a company of which you are or were a substantial shareholder in relation to any trade, business or profession? Yes No

4.3 Have

you;



a company of which you are or were a substantial shareholder ever been

investigated about offences involving fraud or dishonesty1; or

adjudged by a court to be civilly liable for fraud, dishonesty or misfeasance? Yes No

4.4 Have you ever been disqualified by a court from being a director of a

corporation, or the equivalent in another jurisdiction? Yes No

Section 5: Financial Status

5.1

Have you ever been a party to any civil litigation in the past ten years involving an amount in excess of HK$100,000 or equivalent? Yes No

5.2 Are you presently a party to any civil litigation? Yes No 5.3 Are there any judgments or court orders with which you have not complied? Yes No

1 Where the investigation of any such offence resulted in a conviction which was subsequently spent, dismissed or expunged and where you wish to maintain

confidentiality in relation to such conviction, you may do so by checking “No” to Question 4.3. However, you are obliged to disclose details of the offence(s) involved and the relevant conviction to the Commission. It should be noted that the protection under the Rehabilitation of Offenders Ordinance (Cap 297) does not apply to proceedings relating to a person’s suitability to be granted a licence. You are therefore required to provide the relevant details in a separate submission, which you must sign, date and send directly to the Commission, within two business days of the date when this application is submitted.

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5.4

Have you ever

been a party to a scheme of arrangement; or

entered into any form of compromise with your creditor in the past ten years involving an amount in excess of HK$100,000 or equivalent? Yes No

5.5 Have you ever been bankrupt, or served with a bankruptcy petition? Yes No 5.6

Have you ever been a director, substantial shareholder, or involved in the management of a corporation which was wound up other than by a members’ voluntary wind up? Yes No

5.7 Have you ever been a partner of a firm which was dissolved other than with

the consent of all the partners? Yes No

Section 6: Character

6.1 Have you ever been charged with an offence other than a minor traffic or

littering offence?2 Yes No

6.2 Have you ever been convicted of an offence other than a minor traffic or

littering offence?3 Yes No

6.3 Have you ever been subject to any order of the court or other competent

authority for fraud, dishonesty or misfeasance? Yes No

Section 7: Mental Health

7.1 Have you ever been a patient as defined in section 2 of the Mental Health

Ordinance? Yes No

2 Please see Footnote 1 above. Where the offence charged resulted in a conviction which was subsequently spent, dismissed or expunged and where you wish

to maintain confidentiality in relation to such conviction, you may do so by checking “No” to Question 6.1. However, you are obliged to disclose details of the offence(s) involved and the relevant conviction to the Commission in a separate submission, which you must sign, date and send directly to the Commission, within two business days of the date when this application is submitted.

3 Please see Footnote 1 above. Where the conviction of any such offence was subsequently spent, dismissed or expunged and where you wish to maintain

confidentiality in relation to such conviction, you may do so by checking “No” to Question 6.2. However, you are obliged to disclose details of the offence(s) involved and the relevant conviction to the Commission in a separate submission, which you must sign, date and send directly to the Commission, within two business days of the date when this application is submitted.

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Section 8: Competence 8.1 Please provide information on your highest academic or vocational qualification.

Qualification Name of institution

Year awarded

8.2 Please provide information on your professional qualification.

Qualification Name of institution

Year awarded

8.3 Please provide information on your industry qualification.

Regulated

Activity

Course/ Examination

name Name of institution

Paper number/series

Date passed/ completed (dd/mm/yyyy)

Type _____

/ /

Type _____

/ /

Type _____

/ /

Type _____

/ /

8.4 If you have not obtained any post secondary or vocational qualification, have you obtained passes in English or Chinese, and Mathematics, in the HKCEE or equivalent?

Yes. No.

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8.5 Please provide information on your employment history for the past 5 years.

1 2 3

Name of employer

Nature of business

Capacity employed

Period of service

From

From

From

(mm/yyyy) (mm/yyyy) (mm/yyyy)

to

to

to

(mm/yyyy) (mm/yyyy) (mm/yyyy)

Reason for leaving

8.6 If you are currently a director, partner or proprietor of any firm (except for those you have stated in

question 8.5), please complete Supplement 12 -– Directorships and Other Business Interests.

Section 9: Licence Record

9.1

Have you ever been licensed by or registered with the Commission and/or any regulatory body (including any stock or futures exchanges), in Hong Kong or elsewhere, to engage in any regulated or similarly regulated activity?

Yes. Please complete Supplement 9 -– Licence Record.

No.

Section 10: Additional Information

Under the Ordinance, it is up to you, the applicant, to satisfy the Commission that you are a fit and proper person to be licensed. 10.1 Have you answered “Yes” to any of the questions in Sections 4, 5, 6 or 7? Yes. In an attachment, please explain why you are fit and proper to be licensed in the light of your

“Yes” answers. You may wish to refer to the Fit and Proper Guidelines. No. 10.2 Please give us any other information that you think will be relevant to us in considering your application.

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Section 11: Checking Your Application

Before signing, please check that you have provided everything that we need to process your application. Answered every question (unless directed otherwise). Provided all relevant supplements and attachments. Enclosed the application fee(s). An additional fee is payable if you are applying for a provisional

licence and/or to be a responsible officer. Completed the attached vetting authorization form. Attached a copy of your Hong Kong identity card. Attached a copy of your passport (if you are not a Hong Kong permanent resident).

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Please attach a recent passport size

photograph here

Section 12: Applicant’s Declaration

I:

Name of applicant Declare that the information in this application (including all supplements and attachments) is complete,

true and correct. Understand that giving false or misleading information in support of an application for a licence is an

offence under section 383 of the Ordinance.

Understand that the Commission may take disciplinary action against a person who has made a false

or misleading representation when applying for a licence.

Understand that if any information in this application changes before this application is approved, I must notify the Commission in writing immediately of the changes.

Confirm that I have read and understood the attached Personal Information Collection Statement.

Consent to the Commission using any personal information I have provided in this application, and any personal information I may provide in the future, for the purposes described in the Personal Information Collection Statement.

For a responsible officer applicant:

Declare that the Board of Directors has passed a board resolution appointing me as the corporation’s: Director and responsible officer to supervise the regulated activities for which I will be responsible

(where the applicant is a director). Responsible officer and granting me sufficient authority to supervise the regulated activities for

which I will be responsible (where the applicant is not a director).

Signature Date

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Section 13: Primary Principal’s Declaration

To be completed by the applicant’s primary principal.

We

Have reviewed: The information provided in this application form (including all supplements and

attachments). The documents evidencing the applicant’s academic, professional and industry

qualifications stated in this form (including all supplements and attachments). Confirm that the other proposed principal(s) of the applicant has also agreed to the information (where

such information relates to the other principal(s)) stated in this application. Believe that the applicant is a fit and proper person to be licensed as our representative, and endorse

this application. Name of primary principal:

Name of director/responsible officer/person authorized by the

board of directors*

Signature

Date

* Delete where not applicable

Contact person of the primary principal

Name

Telephone number

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Personal Information Collection Statement 1. The Personal Information Collection Statement (“PICS”) is made in accordance with the guidelines issued

by the Office of the Privacy Commissioner for Personal Data. The PICS sets out the policies and practices of the Securities and Futures Commission (“SFC”) with regard to your Personal Data

1 and what you are

agreeing to with respect to the SFC’s use of your Personal Data for the purposes identified below. Purpose of Collection 2. The Personal Data provided in this application form/statement of personal information/annual

return/notification on change of information/any other form of request for information (as the case may be) will be used by the SFC for one or more of the following purposes:

to administer the relevant Ordinances, rules, regulations, codes and guidelines made or promulgated

pursuant to the powers vested in the SFC as in force at the relevant time, including: the Securities and Futures Ordinance (“SFO”); the Fit and Proper Guidelines; the Code of Conduct; the Management, Supervision and Internal Control Guidelines; the Codes on Takeovers and Mergers and Share Repurchases; the Code on Unit Trusts and Mutual Funds.

to process any application you may make under the relevant Ordinances; to assess your fitness and properness in relation to any of your applications for licence/registration

under the SFO, as the case may be; to monitor your fitness and properness to remain licensed under the relevant Ordinances as an

ongoing compliance process; to consider any application under the relevant Ordinances where you are named as a referee or may

otherwise have a connection;

for the purposes of performing the SFC’s statutory functions under the relevant Ordinances, including surveillance, investigation, inspection or enforcement/disciplinary action;

for research or statistical purposes; and other purposes as permitted by law.

3. Failure to provide the requested Personal Data may result in the SFC being unable to process your application or perform its statutory functions under the relevant Ordinances.

Transfer/Matching of Personal Data 4. Personal Data may be disclosed by the SFC to other financial regulators in Hong Kong (including the Hong

Kong Exchanges and Clearing Limited and the Hong Kong Monetary Authority), the Hong Kong Police Force, the Customs and Excise Department, overseas regulatory bodies and other government bodies as required under the law or pursuant to any regulatory/investigatory assistance arrangements between the SFC and other regulators (local/overseas).

5. Personal Data may be disclosed by the SFC to other financial regulators, the Hong Kong Police Force, the

Customs and Excise Department, other government bodies, corporations, organizations or individuals in Hong Kong, the People’s Republic of China or overseas for the purposes of verifying/matching

2 those data.

Public Registers 6. The SFC is required to maintain public registers containing specified data relating to licensed or registered

persons and to publish such specified data in the Gazette (or in such manner as it considers appropriate),

1 Personal Data means personal data as defined in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”)

2 “matching procedure” is defined in s.2 of the PDPO.

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pursuant to the relevant provisions of the SFO or any rules or regulations made thereunder. Any member of the public may inspect the public registers for the purposes of ascertaining whether he is dealing with a licensed or registered person in matters of or connected with any regulated activity, and the particulars of the licence or registration of such persons.

Access to Data 7. You have the right to request access to and correction of your Personal Data in accordance with the

provisions of the PDPO. Your right of access includes the right to obtain a copy of your Personal Data provided in the application form/statement of personal information/annual return/notification on change of information/any other form of request for information (as the case may be). The SFC has the right to charge a reasonable fee for processing of any data access request.

Enquiries 8. Any enquiries regarding the Personal Data provided in the application form/statement of personal

information/annual return/notification on change of information/any other form of request for information (as the case may be), or requests for access to Personal Data or correction of Personal Data, should be addressed in writing to:-

The Data Privacy Officer The Securities and Futures Commission 8th Floor, Chater House 8 Connaught Road Central Hong Kong

A copy of the Privacy Policy Statement adopted by the SFC is available upon request.

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Vetting Authorization Form – Individual

I, hereby authorize the Commissioner of Police/Commissioner of Customs and Excise/any criminal investigatory body or regulatory authority, or their representatives, to release full particulars of any pertinent information and materials including all criminal convictions recorded against me to the Securities and Futures Commission. My personal particulars are as follows:

Name Date of birth (dd/mm/yyyy) HKID number Chinese Commercial Code / / / Passport number* Country of issue* Place of birth

(Signature of applicant) Date Witness by** (Signature of witness) Name of witness

Designation

Company name

Notary Public number

(where applicable)

HKID / Passport number*

Country of issue*

* Only applicable to individuals who are non-Hong Kong permanent residents. ** The witness must be one of the following persons:

(i) a practicing solicitor, notary public or Justice of the Peace; or

(ii) a director or responsible officer of the licensed corporation/corporation applying for a licence.

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SECURITIES AND FUTURES COMMISSION

Form 1

Application for Licence - Corporation

Name of applicant

Please tick “√” the regulated activities you intend to carry out: Type 1 Dealing in securities (note 1) Type 6 Advising on corporate finance (note 4) Type 2 Dealing in futures contracts (note 1) Type 7 Providing automated trading services Type 3 Leveraged foreign exchange trading Type 8 Securities margin financing (note 5) Type 4 Advising on securities (note 2) Type 9 Asset management (note 6) Type 5 Advising on futures contracts (note 3) Notes:

1. You do NOT need a licence for Type 1 or 2 regulated activity if you are licensed for Type 9 regulated activity AND your Type

1 or 2 regulated activity is performed solely for the purpose of carrying on your Type 9 regulated activity. 2. You do NOT need a licence for Type 4 regulated activity if you are licensed for Type 1 regulated activity AND your Type 4

regulated activity is wholly incidental to your carrying on of Type 1 regulated activity. 3. You do NOT need a licence for Type 5 regulated activity if you are licensed for Type 2 regulated activity AND your Type 5



regulated activity is undertaken in order to facilitate acquisitions or holdings of securities for your clients. 6. You do NOT need a licence for Type 9 regulated activity if you are licensed for Type 1 or 2 regulated activity AND your Type

9 regulated activity is wholly incidental to your carrying on of Type 1 or 2 regulated activity.





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Section 1: Corporate information

Name Full name in English


Business name in English

Business name in Chinese

Former name(s) and effective period(s) (Former name in English)

(Former name in Chinese)

From / / to / / dd mm yyyy dd mm yyyy Place of incorporation Date of incorporation / / dd mm yyyy Date of registration* / / dd mm yyyy Hong Kong business registration certificate number

Financial year end / dd mm Auditor and appointment date / / (Name of auditor) dd mm yyyy

* Date of registration is only applicable to a corporation incorporated outside Hong Kong and registered as an overseas

company with the Registrar of Companies of Hong Kong under Part XI of the Companies Ordinance (Cap. 32).

Section 2: Contact information

2.1 Please provide your telephone and facsimile numbers, and e-mail, website, business, registered office,

correspondence and record keeping addresses in Supplement 1 – Contact Information and Record Keeping Address for Corporation. This will also serve as an application under section 130(1) of the Ordinance for approval of premises to be used for keeping records or documents. No separate application fee is required.

2.2 What business records will be kept at the premises used for keeping records?

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2.3 Are the premises wholly or partly used for residential purpose?

Yes.

No.

Section 3: Share capital

3.1 Please provide details of your share capital. State the currency.

Par value

Number of authorized shares

Authorized share capital

Issued share capital

Premium paid

Class of shares Ordinary

Preference

Others (please specify)

____________________

____________________

Paid-up share capital

Par value




Premium paid


Preference


____________________

____________________


Par value




Premium paid


Preference


____________________

____________________


3.2 Have any shares been issued for consideration other than cash?

Yes. Please provide details (including the class of shares, number of shares, and type and value of consideration) in an attachment.

No.

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Section 4: Corporate and shareholding structure

4.1 Please submit as an attachment a tree diagram depicting the following:

• group structure; • percentage of shareholdings of each group member; • principal business activities of each group member; and • licence/registration status for regulated activities (both in Hong Kong and elsewhere) of each group

member. “Substantial shareholder” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.

4.2 Please provide the following information on your substantial shareholders. This will also serve as an application by the following persons to continue to be substantial shareholders of a licensed corporation under section 132(1) of the Ordinance. No separate application fee is required.

Name of substantial shareholder Class of shares

Is the person: a) a licensed representative; b) a licensed corporation or registered institution; c) an approved substantial shareholder of a licensed

corporation; or d) a substantial shareholder of

a registered institution?

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

* If you tick NO to any of the above:

• Please request your corporate substantial shareholder to complete Supplement 2 –

Information on Corporate Substantial Shareholder. • Please request your individual substantial shareholder to complete Supplement 3 –

Statement of Personal Information.

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Section 5: Executive directors and responsible officers

“Executive director” means a director of the corporation who – • actively participates in; or • is responsible for directly supervising the business of a regulated activity for which the corporation is licensed. He must also be a responsible officer of the corporation. “Responsible officer” means a person who is a licensed representative and is approved by the Commission under s.126(1) of the Ordinance to act as a responsible officer. He should have sufficient authority to supervise the regulated activity. He may or may not be an executive director. Each regulated activity must be supervised by at least two responsible officers and at least one of them must be an executive director.

5.1 Please provide the following information on your responsible officers.

Name of responsible officer CE No. (if any)

Is he/she an executive director?

Regulated activities to

be supervised

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

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Section 6: Non-executive and shadow directors “Shadow director” means a person in accordance with whose directions or instructions the directors of a corporation are accustomed or obliged to act. A person shall not be regarded as a shadow director by reason only of the fact that the directors act on advice given by him in a professional capacity.

6.1 Please provide the following information on your non-executive directors.

Name of non-executive director

Is the person: a) a licensed representative; b) a licensed corporation or

registered institution; c) an approved substantial

shareholder of a licensed corporation; or

d) a substantial shareholder of a registered institution?

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

6.2 Please provide the following information on your shadow directors.

Name of shadow director





Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*


• Please request your corporate director to complete Supplement 4 – Information on Corporate

Director.

• Please request your individual director to complete Supplement 3 – Statement of Personal Information.

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Section 7: Complaints officer and emergency contact person

7.1 You must appoint a complaints officer to handle complaints received by you. Please provide the following information on your complaints officer.

Name in English

Name in Chinese

HKID/Passport Number*

Job title

Telephone number

Facsimile number

Correspondence address

E-mail address

* Only applicable to individuals who are non-Hong Kong permanent residents.

7.2 You must also appoint a contact person whom the Commission may contact in the event of an emergency or other urgent need. Please provide the following information on your emergency contact person. [Note: For group companies, it is preferable that this person should have sufficient authority and be familiar with the overall affairs of the group.]

Name in English

Name in Chinese


Job title

Telephone number Office Residential

Mobile phone number

Facsimile number Office Residential


E-mail address Office Private


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Section 8: Associated entities “Associated entity” is a company which is in a controlling entity relationship with you, and receives or holds in Hong Kong your clients’ assets. Controlling entity and controlling entity relationship are defined in Part 1 of Schedule 1 to the Ordinance.

8.1 Do you propose to have any associated entity?

Yes.

No. Go to Question 8.3.

8.2 Please provide the following information on your associated entities. [Note: Your associated entities are required to complete relevant sections of Form 6 – Notification - Associated Entity.]

Name of associated entity Is it a licensed corporation or registered institution?

Effective date of becoming an

associated entity (dd/mm/yyyy)

Yes, CE No. ___________ No* / /

Yes, CE No. ___________ No* / /

Yes, CE No. ___________ No* / /


• Please complete Supplement 5 – Basic Information on Associated Entity for each associated

entity.

8.3 Are you currently acting as an associated entity of a licensed corporation and/or registered institution?

Yes.

No. Go to Section 9.

8.4 Please provide the names of the licensed corporations/registered institutions for which you act as their associated entity.

Name of licensed corporation/registered institution CE number

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Section 9: Subsidiaries

“Subsidiary” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.

9.1 Do you have any subsidiaries?

Yes.


9.2 Please provide the names of your subsidiaries that carry on a business in any regulated activity.

Name of subsidiary CE number

Section 10: Bank accounts

10.1 Please provide details of your major operational and segregated trust accounts in Supplement 6 – Bank

Accounts. Section 11: Financial resources

11.1 Please complete Supplement 7 – Financial Resources. Section 12: Charges, pledges, liens or encumbrances

12.1 Are any of your assets subject to any charge (including pledge, lien or encumbrance)?

Yes. In an attachment, set out all such charges and provide the following details:

• date of the charge; • description of the assets; and • amount secured;

No.

Section 13: Proposed business activities

13.1 Please complete Supplement 8 – Business Plan and Proposed Business Activities.

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Section 14: Business history

14.1 Have you in the past five years carried on any business?

Yes.



Nature of business

/

/

Date of commencement of business

dd mm yyyy

/

/ Date of termination of business

(if applicable) dd mm yyyy

Reason for termination of business (if applicable)

Section 15: Licence record

15.1 Have you ever been licensed by or registered with the Commission and/or any regulatory body (including any stock or futures exchanges), in Hong Kong or elsewhere, to engage in any regulated or similarly regulated activity?

Yes. Please complete Supplement 9 – Licence Record.

No.

15.2 Are you applying for a trading right of any stock or futures exchange in Hong Kong or elsewhere?

Yes. Please provide details as follows:

Name of exchange Type of participantship Date of application (dd/mm/yyyy)

/ /

/ /

/ /

No.

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Section 16: Disciplinary actions and investigations


16.1 Have • you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder ever been • refused or restricted from the right to carry on any trade, business or

profession for which a specific licence, registration or other authorization is required by law;

• censured, disciplined or disqualified by any professional or regulatory body (including a stock or futures exchange) in relation to any trade, business or profession; or

• the subject of an investigation conducted by a regulatory or criminal investigatory body (i.e. disciplinary tribunal, inspector appointed under any enactment, or other regulatory body)? Yes No


• you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder in relation to any trade, business or profession? Yes No

16.3 Have

• you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder ever been • investigated about offences involving fraud or dishonesty; or • adjudged by a court to be civilly liable for fraud, dishonesty or misfeasance? Yes No

Section 17: Financial status

17.1


17.2 Are you presently a party to any civil litigation? Yes No 17.3 Are there any judgments or court orders with which you have not complied? Yes No 17.4

Have you ever • been a party to a scheme of arrangement; or • entered into any form of compromise with your creditor in the past ten years involving an amount in excess of HK$100,000 or equivalent? Yes No

17.5 Have you ever had a receiver, administrator or liquidator appointed to manage

your affairs? Yes No 17.6 Have you ever been served with a winding-up petition? Yes No

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17.7


17.8 Have you ever been a partner of a firm which was dissolved other than with the

consent of all the partners? Yes No Section 18: Character

18.1 Have you ever been charged with or convicted of an offence (including any spent conviction) other than a minor traffic or littering offence? Yes No


authority for fraud, dishonesty or misfeasance? Yes No Section 19: Additional information

Under the Ordinance, it is up to you, the applicant, to satisfy the Commission that you are a fit and proper person to be licensed. 19.1 Have you answered “Yes” to any of the questions in Sections 16, 17 or 18?

Yes. In an attachment, please explain why you are fit and proper to be licensed in the light of your “Yes” answers. You may wish to refer to the Fit and Proper Guidelines.

No.

19.2 Please give us any other information that you think will be relevant to us in considering your application.

Section 20: Checking your application

Before signing, please check that you have provided everything that we need to process your application.

Answered every question (unless directed otherwise).

Provided all relevant supplements and attachments.

Enclosed the application fee.

13

Section 21: Applicant’s declaration

We: Name of corporation applying for a licence

• Declare that all the information provided in this application (including all supplements and attachments) is complete, true and correct.

• Declare that the board of directors has passed a resolution approving this application.

• Understand that providing false or misleading information in support of an application for a licence is an offence under section 383 of the Ordinance.

• Understand that the Commission may take disciplinary action against a person who has made a false or misleading representation when applying for a licence.

• Understand that if any information in this application changes before this application is approved, we must notify the Commission in writing immediately of the changes.

(To be signed by two directors of the corporation applying for licence.)

Name of director Signature Date


1

SECURITIES AND FUTURES COMMISSION

Form 1

Application for Licence - Corporation

Name of applicant

Please tick “√” the regulated activities you intend to carry out: Type 1 Dealing in securities (note 1) Type 6 Advising on corporate finance (note 4) Type 2 Dealing in futures contracts (note 1) Type 7 Providing automated trading services Type 3 Leveraged foreign exchange trading Type 8 Securities margin financing (note 5) Type 4 Advising on securities (note 2) Type 9 Asset management (note 6) Type 5 Advising on futures contracts (note 3) Notes:

1. You do NOT need a licence for Type 1 or 2 regulated activity if you are licensed for Type 9 regulated activity AND your Type

1 or 2 regulated activity is performed solely for the purpose of carrying on your Type 9 regulated activity. 2. You do NOT need a licence for Type 4 regulated activity if you are licensed for Type 1 regulated activity AND your Type 4




regulated activity is undertaken in order to facilitate acquisitions or holdings of securities for your clients. 6. You do NOT need a licence for Type 9 regulated activity if you are licensed for Type 1 or 2 regulated activity AND your Type

9 regulated activity is wholly incidental to your carrying on of Type 1 or 2 regulated activity.





2

Section 1: Corporate information

Name Full name in English


Business name in English

Business name in Chinese

Former name(s) and effective period(s) (Former name in English)

(Former name in Chinese)

From / / to / / dd mm yyyy dd mm yyyy Place of incorporation Date of incorporation / / dd mm yyyy Date of registration* / / dd mm yyyy Hong Kong business registration certificate number

Financial year end / dd mm Auditor and appointment date / / (Name of auditor) dd mm yyyy

* Date of registration is only applicable to a corporation incorporated outside Hong Kong and registered as an overseas

company with the Registrar of Companies of Hong Kong under Part XI of the Companies Ordinance (Cap. 32).

Section 2: Contact information

2.1 Please provide your telephone and facsimile numbers, and e-mail, website, business, registered office,

correspondence and record keeping addresses in Supplement 1 – Contact Information and Record Keeping Address for Corporation. This will also serve as an application under section 130(1) of the Ordinance for approval of premises to be used for keeping records or documents. No separate application fee is required.

2.2 What business records will be kept at the premises used for keeping records?

3

2.3 Are the premises wholly or partly used for residential purpose?

Yes.

No.

Section 3: Share capital

3.1 Please provide details of your share capital. State the currency.

Par value




Premium paid


Preference


____________________

____________________


Par value




Premium paid


Preference


____________________

____________________


Par value




Premium paid


Preference


____________________

____________________


3.2 Have any shares been issued for consideration other than cash?

Yes. Please provide details (including the class of shares, number of shares, and type and value of consideration) in an attachment.

No.

4

Section 4: Corporate and shareholding structure

4.1 Please submit as an attachment a tree diagram depicting the following:

• group structure; • percentage of shareholdings of each group member; • principal business activities of each group member; and • licence/registration status for regulated activities (both in Hong Kong and elsewhere) of each group

member. “Substantial shareholder” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.

4.2 Please provide the following information on your substantial shareholders. This will also serve as an application by the following persons to continue to be substantial shareholders of a licensed corporation under section 132(1) of the Ordinance. No separate application fee is required.

Name of substantial shareholder Class of shares

Is the person: a) a licensed representative; b) a licensed corporation or registered institution; c) an approved substantial shareholder of a licensed

corporation; or d) a substantial shareholder of

a registered institution?

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*


• Please request your corporate substantial shareholder to complete Supplement 2 –

Information on Corporate Substantial Shareholder. • Please request your individual substantial shareholder to complete Supplement 3 –

Statement of Personal Information.

5

Section 5: Executive directors and responsible officers

“Executive director” means a director of the corporation who – • actively participates in; or • is responsible for directly supervising the business of a regulated activity for which the corporation is licensed. He must also be a responsible officer of the corporation. “Responsible officer” means a person who is a licensed representative and is approved by the Commission under s.126(1) of the Ordinance to act as a responsible officer. He should have sufficient authority to supervise the regulated activity. He may or may not be an executive director. Each regulated activity must be supervised by at least two responsible officers and at least one of them must be an executive director.

5.1 Please provide the following information on your responsible officers.

Name of responsible officer CE No. (if any)

Is he/she an executive director?

Regulated activities to

be supervised

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

Yes No Type ______

6

Section 6: Non-executive and shadow directors “Shadow director” means a person in accordance with whose directions or instructions the directors of a corporation are accustomed or obliged to act. A person shall not be regarded as a shadow director by reason only of the fact that the directors act on advice given by him in a professional capacity.

6.1 Please provide the following information on your non-executive directors.

Name of non-executive director





Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

6.2 Please provide the following information on your shadow directors.

Name of shadow director





Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*

Yes, CE No. ___________ No*


• Please request your corporate director to complete Supplement 4 – Information on Corporate

Director.

• Please request your individual director to complete Supplement 3 – Statement of Personal Information.

7

Section 7: Complaints officer and emergency contact person

7.1 You must appoint a complaints officer to handle complaints received by you. Please provide the following information on your complaints officer.

Name in English

Name in Chinese


Job title

Telephone number

Facsimile number


E-mail address


7.2 You must also appoint a contact person whom the Commission may contact in the event of an emergency or other urgent need. Please provide the following information on your emergency contact person. [Note: For group companies, it is preferable that this person should have sufficient authority and be familiar with the overall affairs of the group.]

Name in English

Name in Chinese


Job title

Telephone number Office Residential

Mobile phone number

Facsimile number Office Residential


E-mail address Office Private


8

Section 8: Associated entities “Associated entity” is a company which is in a controlling entity relationship with you, and receives or holds in Hong Kong your clients’ assets. Controlling entity and controlling entity relationship are defined in Part 1 of Schedule 1 to the Ordinance.

8.1 Do you propose to have any associated entity?

Yes.

No. Go to Question 8.3.

8.2 Please provide the following information on your associated entities. [Note: Your associated entities are required to complete relevant sections of Form 6 – Notification - Associated Entity.]

Name of associated entity Is it a licensed corporation or registered institution?

Effective date of becoming an

associated entity (dd/mm/yyyy)

Yes, CE No. ___________ No* / /

Yes, CE No. ___________ No* / /

Yes, CE No. ___________ No* / /


• Please complete Supplement 5 – Basic Information on Associated Entity for each associated

entity.

8.3 Are you currently acting as an associated entity of a licensed corporation and/or registered institution?

Yes.


8.4 Please provide the names of the licensed corporations/registered institutions for which you act as their associated entity.

Name of licensed corporation/registered institution CE number

9

Section 9: Subsidiaries

“Subsidiary” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.

9.1 Do you have any subsidiaries?

Yes.


9.2 Please provide the names of your subsidiaries that carry on a business in any regulated activity.

Name of subsidiary CE number

Section 10: Bank accounts

10.1 Please provide details of your major operational and segregated trust accounts in Supplement 6 – Bank

Accounts. Section 11: Financial resources

11.1 Please complete Supplement 7 – Financial Resources. Section 12: Charges, pledges, liens or encumbrances

12.1 Are any of your assets subject to any charge (including pledge, lien or encumbrance)?

Yes. In an attachment, set out all such charges and provide the following details:

• date of the charge; • description of the assets; and • amount secured;

No.

Section 13: Proposed business activities

13.1 Please complete Supplement 8 – Business Plan and Proposed Business Activities.

10

Section 14: Business history

14.1 Have you in the past five years carried on any business?

Yes.



Nature of business

/

/

Date of commencement of business

dd mm yyyy

/

/ Date of termination of business

(if applicable) dd mm yyyy

Reason for termination of business (if applicable)

Section 15: Licence record

15.1 Have you ever been licensed by or registered with the Commission and/or any regulatory body (including any stock or futures exchanges), in Hong Kong or elsewhere, to engage in any regulated or similarly regulated activity?

Yes. Please complete Supplement 9 – Licence Record.

No.

15.2 Are you applying for a trading right of any stock or futures exchange in Hong Kong or elsewhere?

Yes. Please provide details as follows:

Name of exchange Type of participantship Date of application (dd/mm/yyyy)

/ /

/ /

/ /

No.

11

Section 16: Disciplinary actions and investigations


16.1 Have • you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder ever been • refused or restricted from the right to carry on any trade, business or

profession for which a specific licence, registration or other authorization is required by law;

• censured, disciplined or disqualified by any professional or regulatory body (including a stock or futures exchange) in relation to any trade, business or profession; or

• the subject of an investigation conducted by a regulatory or criminal investigatory body (i.e. disciplinary tribunal, inspector appointed under any enactment, or other regulatory body)? Yes No


• you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder in relation to any trade, business or profession? Yes No

16.3 Have

• you; • a company of which you are or were a director; • a company of which you are or were involved in the management; or • a company of which you are or were a substantial shareholder ever been • investigated about offences involving fraud or dishonesty; or • adjudged by a court to be civilly liable for fraud, dishonesty or misfeasance? Yes No

Section 17: Financial status

17.1


17.2 Are you presently a party to any civil litigation? Yes No 17.3 Are there any judgments or court orders with which you have not complied? Yes No 17.4

Have you ever • been a party to a scheme of arrangement; or • entered into any form of compromise with your creditor in the past ten years involving an amount in excess of HK$100,000 or equivalent? Yes No

17.5 Have you ever had a receiver, administrator or liquidator appointed to manage

your affairs? Yes No 17.6 Have you ever been served with a winding-up petition? Yes No

12

17.7


17.8 Have you ever been a partner of a firm which was dissolved other than with the

consent of all the partners? Yes No Section 18: Character

18.1 Have you ever been charged with or convicted of an offence (including any spent conviction) other than a minor traffic or littering offence? Yes No


authority for fraud, dishonesty or misfeasance? Yes No Section 19: Additional information

Under the Ordinance, it is up to you, the applicant, to satisfy the Commission that you are a fit and proper person to be licensed. 19.1 Have you answered “Yes” to any of the questions in Sections 16, 17 or 18?

Yes. In an attachment, please explain why you are fit and proper to be licensed in the light of your “Yes” answers. You may wish to refer to the Fit and Proper Guidelines.

No.

19.2 Please give us any other information that you think will be relevant to us in considering your application.

Section 20: Checking your application

Before signing, please check that you have provided everything that we need to process your application.

Answered every question (unless directed otherwise).

Provided all relevant supplements and attachments.

Enclosed the application fee.

13

Section 21: Applicant’s declaration

We: Name of corporation applying for a licence

• Declare that all the information provided in this application (including all supplements and attachments) is complete, true and correct.

• Declare that the board of directors has passed a resolution approving this application.

• Understand that providing false or misleading information in support of an application for a licence is an offence under section 383 of the Ordinance.

• Understand that the Commission may take disciplinary action against a person who has made a false or misleading representation when applying for a licence.

• Understand that if any information in this application changes before this application is approved, we must notify the Commission in writing immediately of the changes.

(To be signed by two directors of the corporation applying for licence.)



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