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Securities and Futures Commission Form 1 Application for Licence - Corporation [Specified under section 402 of the Securities and Futures Ordinance (Cap. 571)] Important Notes: 1. This form is to be completed by (a) a corporation applying for a licence (“corporate applicant”) under section 116(1) of the Securities and Futures Ordinance (“Ordinance”), and (b) individuals applying to be responsible officers accredited to the corporate applicant (“responsible officer applicants”) under section 126(1) of the Ordinance. 2. The corporate applicant should complete Part A. In addition, it should ensure that there are at least two individuals applying to be responsible officers for each regulated activity the corporate applicant proposes to carry on. 3. Each responsible officer applicant: (a) should complete Part B if he/she is currently licensed to carry on a regulated activity under the Ordinance. (b) should complete Part C if he/she is not currently licensed to carry on any regulated activity under the Ordinance. (c) should also complete Part D if he/she proposes to supervise Type 6 regulated activity (advising on corporate finance) and to undertake activities in connection with matters regulated by the Codes on Takeovers and Mergers and Share Buy-backs. 4. You should only complete and submit to the Commission the Parts in this form which are relevant to your application. 5. For the avoidance of doubt, individuals wishing to apply to be responsible officers of a corporation which is already licensed by the Commission should submit their applications via the SFC Online Portal. Name of corporate Names of all responsible officer Name of contact person regarding any queries on this form Telephone number of the contact Email address of the contact Please tick “√” the regulated activities you intend to carry out: February 2017 1

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Page 1: Form 1 - Home | Securities & Futures Commission of … 1 (ENG)_20170201(3... · Web viewSecurities and Futures Commission Form 1 Application for Licence - Corporation [Specified under

Securities and Futures Commission

Form 1

Application for Licence - Corporation

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

Important Notes: 

1. This form is to be completed by (a) a corporation applying for a licence (“corporate applicant”) under section 116(1) of the Securities and Futures Ordinance (“Ordinance”), and (b) individuals applying to be responsible officers accredited to the corporate applicant (“responsible officer applicants”) under section 126(1) of the Ordinance.

2. The corporate applicant should complete Part A. In addition, it should ensure that there are at least two individuals applying to be responsible officers for each regulated activity the corporate applicant proposes to carry on.

3. Each responsible officer applicant:(a) should complete Part B if he/she is currently licensed to carry on a regulated activity under the Ordinance.(b) should complete Part C if he/she is not currently licensed to carry on any regulated activity under the Ordinance. (c) should also complete Part D if he/she proposes to supervise Type 6 regulated activity (advising on corporate finance) and to

undertake activities in connection with matters regulated by the Codes on Takeovers and Mergers and Share Buy-backs. 4. You should only complete and submit to the Commission the Parts in this form which are relevant to your application. 5. For the avoidance of doubt, individuals wishing to apply to be responsible officers of a corporation which is already licensed by the

Commission should submit their applications via the SFC Online Portal.

Name of corporate applicant

     

Names of all responsible officer applicants

     

Name of contact person regarding any queries on this form

     

Telephone number of the contact person

     

Email address of the contact person

     

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 and note 4)

Type 10 Providing credit rating services

February 2017

1

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

Warning:

You must fill in this form accurately and truthfully. Section 383(1) of 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.

2February 2017

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Index

Part Name of this Section Page

A Application for Licence – Corporation to Carry on Regulated Activity 4

B Application for Transfer / Addition of Accreditation / Addition of Regulated Activity and Approval as Responsible Officer

17

C Application for Approval as Responsible Officer 30

D Activities in Connection with Matters Regulated by the Codes on Takeovers and Mergers and Share Buy-backs

47

3February 2017

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Part A: Application for Licence – Corporation to Carry on Regulated Activity

Section 1: Corporate Information

Name

Full name in English      

Full name in Chinese      

Business name in English      

Business name in Chinese      

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

     (Former name in Chinese)

   /    /      to    /    /     Fromdd 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 “registered non-Hong Kong company” as defined in the Companies Ordinance (Cap. 622).** Appointment date is the date on which a written agreement is signed with the auditor for the provision of services.

Section 2: Contact Information

2.1 Please provide your telephone and facsimile numbers, 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.

4February 2017

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

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.

Class of shares Ordinary

Preference

Others (please specify)

     

Number of issued shares      

Issued share capital      

Par value*      

Number of authorized shares*      

Authorized share capital*      

Premium paid*      

Paid-up share capital      

Unpaid share capital      

Class of shares Ordinary

Preference

Others (please specify)

     

Number of issued shares      

Issued share capital      

Par value*      

Number of authorized shares*      

Authorized share capital*      

Premium paid*      

Paid-up share capital      

Unpaid share capital      

* If applicable.

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

5February 2017

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Yes. Please provide details (including the class of shares, number of shares, and type and value of consideration) in a separate document.

No.

6February 2017

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Section 4: Corporate and Shareholding Structure

4.1 Please submit a group chart depicting the following:

group structure;

percentage of shareholding 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; orc) an approved substantial

shareholder of a licensed corporation?^

            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*

^ For an approved corporate substantial shareholder, please provide an updated list of directors. If any director in the list has not previously submitted to the Commission a Supplement 3 (individual director) or Supplement 4 (corporate director), and is/was not a person falling under (a), (b) or (c) above, please arrange for such director to complete a Supplement 3 or Supplement 4 as appropriate.

* If you tick NO to any of the above:

7February 2017

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Please arrange for your corporate substantial shareholder to complete Supplement 2 – Information on Corporate Substantial Shareholder.

Please arrange for your individual substantial shareholder to complete Supplement 3 – Statement of Personal Information.

8February 2017

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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 supervisingthe 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

Is he/she currently licensed to carry on a

regulated activity under the Ordinance?*

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

            Yes No Type       Yes No

* If yes, please arrange for him/her to complete Part B (Application for Transfer/ Addition of Accreditation/ Addition of Regulated Activity and Approval as Responsible Officer).

* If no, please arrange for him/her to complete Part C (Application for Approval as Responsible Officer).

9February 2017

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Section 6: Non-Executive and Shadow Directors

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; orc) an approved substantial

shareholder of a licensed corporation?^

      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.

“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.

Name of shadow director

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

registered institution; orc) an approved substantial

shareholder of a licensed corporation?^

      Yes, CE No.       No*

      Yes, CE No.       No*

      Yes, CE No.       No*

      Yes, CE No.       No*

      Yes, CE No.       No*

^ If any of the directors has not previously submitted to the Commission a Supplement 3 (individual director) or Supplement 4 (corporate director), please arrange for such director to complete a Supplement 3 or Supplement 4 as appropriate.

* If you tick NO to any of the above:

Please arrange for your corporate director to complete Supplement 4 – Information on Corporate Director.

Please arrange for your individual director to complete Supplement 3 – Statement of Personal Information.

10February 2017

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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. [Note: The complaints officer should reside in Hong Kong to ensure that he/she will be immediately contactable as and when necessary.]

Name in English      

Name in Chinese      

HKID/Passport number*      

Job title      

Telephone number      

Facsimile number      

Business address      

Office 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. 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. The emergency contact person should reside in Hong Kong to ensure that he/she will be immediately contactable as and when necessary.]

Name in English      

Name in Chinese      

HKID/Passport Number*      

Job title      

Telephone number Office       Residential      

Mobile phone number      

Facsimile number Office       Residential      

Business address      

E-mail address Office       Private      

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

11February 2017

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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. Please go to Section 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*      

* If you tick NO to any of the above:

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. Please 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

           

           

           

12February 2017

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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.

No. Please go to Section 10.

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 a separate document, 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.

13February 2017

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Section 14: Business History

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

Yes.

No. Please go to Section 15.

14.2 Please provide the following information:

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.

14February 2017

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Section 16: Disciplinary Actions and Investigations

Sections 16 to 18 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.

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 shareholderever 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 (e.g. disciplinary tribunal, inspector appointed under any enactment, or other regulatory body)? Yes No

16.2 Are there any disciplinary actions or proceedings pending against 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 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

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 creditorin 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

15February 2017

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

17.7 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

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 a criminal offence other than a minor offence (as defined under section 2 of the Securities and Futures (Licensing and Registration)(Information) Rules (“Information Rules”))? Yes No

18.2 Have you ever been subject to any order of the court or other competent authority for fraud, dishonesty or misfeasance? Yes No

Section 19: Additional Information

Under the Ordinance, you are required 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 a separate document, please provide us with information about your previous/current disciplinary actions, investigations, civil proceedings, court judgments or orders, schemes of arrangements, criminal proceedings or criminal convictions etc, and explain why you are fit and proper in the light of your “Yes” answers. You may wish to refer to the Fit and Proper Guidelines. If you have substantial practical difficulties in providing the information under this section, please refer to Section 20.

No.

Section 20: Checking Your Application

If the Commission is satisfied that a person has substantial practical difficulties in complying with any of the requirements under this form, it may exercise its discretion to dispense with the requirements to such extent as it considers necessary. If you consider that you have substantial practical difficulties in complying with any requirements, please enclose a document setting out your substantial practical difficulties for the Commission’s consideration. Please note that the Commission would only exercise its discretion under special circumstances.

Before signing, please check that you have:

Answered every question (unless directed otherwise).

Provided all relevant supplements and supporting documents.

Submitted and endorsed at least 2 applications by individuals to be your responsible officers (in Part B and/or Part C of this form) for each regulated activity you propose to carry on.

Enclosed the correct application fee.

16February 2017

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Section 21: Corporate Applicant’s Declaration

We:

Declare that all the information provided in Part A of this application form and any associated documentation is complete, true and correct.

Declare that the Board of Directors has passed a board resolution approving the making of this application.

Confirm that we have been authorized in writing by the substantial shareholders named in Part A of this application form to apply on their behalf for approval to continue to be our substantial shareholders pursuant to section 132(1) of the Ordinance.

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

Understand that the Commission may take criminal and/or disciplinary action against a person who has madea false or misleading representation in, or in support of, an application for a licence.

Understand that if any information contained in this application, or any associated documentation changesprior to the Commission making a decision in respect of this application, we must notify the Commission in writing immediately of the changes.

Understand that the Commission may make such enquiries and seek such further information as it thinks appropriate.

(To be signed by two directors# or person authorized by the Board of Directors of the corporation applying for licence.)

For and on behalf of:     

Name of corporation applying for a licence

           

Name of director / person authorized by the board of

directors*

Signature Date

           

Name of director /person authorized by the board of

directors*

Signature Date

# Can be signed by one director if the corporation has only one director. * Delete where not applicable.

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Vetting Authorization Form – Corporation

We,       (“the Company”), hereby:

1. Give consent to the Securities and Futures Commission to release the particulars of the Company to the Commissioner of Police/Commissioner of Customs and Excise/any local or overseas criminal investigatory body or regulatory authority, or their representatives for vetting purposes.

2. Authorize the Commissioner of Police/Commissioner of Customs and Excise/any local or overseas criminal investigatory body or regulatory authority, or their representatives, to release full particulars of any pertinent information and materials on the Company, including all criminal convictions recorded against the Company, to the Securities and Futures Commission.

The particulars of the Company are as follows:Name of company:      

Registered address of the company:      

Date and place of incorporation:      

Company number:      

           Name of Signature Datedirector / person authorized bythe board of directors*

           Name of Signature Datedirector / person authorized by the board of directors*

Witnessed by**:Signature of witness:

Name of witness:      

Designation:      

Company name:      

Notary Public number (where applicable):      

HKID / Passport number***:      

Country of issue***:      

* Delete where not applicable. ** 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.

*** Only applicable where the person does not possess a Hong Kong Identity Card.

18February 2017

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Part B: Application for Transfer / Addition of Accreditation / Addition of Regulated Activity and Approval as Responsible Officer

Important Notes:

1. Part B is to be completed by a responsible officer applicant nominated by the corporate applicant as specified in Part A. 2. You should only complete this Part B only if you are currently licensed to carry on a regulated activity under the Ordinance, i.e. your

licence is currently accredited to another principal (licensed corporation), or you ceased to be accredited to your last principal within the last 180 days.

3. If you are not currently licensed to carry on any regulated activity under the Ordinance, please complete Part C.4. If you are applying for transfer/addition of accreditation, or addition of regulated activity as a licensed representative (but not responsible

officer) to be accredited to the corporate applicant as specified in Part A, please submit your application via the SFC Online Portal after a licence has been granted to the corporate applicant under the Ordinance.

In this application, if you are applying for:

transfer of accreditation and approval as responsible officer, please complete Section 1.

addition of accreditation and approval as responsible officer, please complete Section 2.

addition of regulated activity and approval as responsible officer, please complete Section 3.

You may complete more than one Section. All responsible officer applicants should complete Sections 4 to 12 of this Part.

Name of responsible officer applicant      

CE number            

Warning:

You must fill in this form accurately and truthfully. Section 383(1) of 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: Transfer of Accreditation and Approval as a Responsible Officer

1.1 Please provide the following information on all the regulated activities that are currently specified on your licence.

Regulated activity Type      

Name of current / last principal       CE No.      

Last accreditation date      

Reason for leaving

Resignation

Expiry of contract

Redundancy

Dismissal (please specify the reason)      

Others (please specify)      

Regulated activity Type      

Name of current / last principal       CE No.      

Last accreditation date      

Reason for leaving

Resignation

Expiry of contract

Redundancy

Dismissal (please specify the reason)      

Others (please specify)      

1.2 Please indicate the type of regulated activity that you intend to apply for transfer of accreditation and approval as responsible officer of the corporate applicant specified in Part A.

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

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1.3 If you intend to apply for transfer of accreditation as representative of the corporate applicant specified in Part A for other type(s) of regulated activity, please indicate the type of regulated activity in respect of such application.

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

If you have no other applications, please go to Section 4.

Section 2 : Addition of Accreditation and Approval as a Responsible Officer

2.1 Please indicate the type of regulated activity in respect of which your application for addition of accreditation and approval as responsible officer is made, and the name of your proposed principal(s) (including the corporate applicant specified in Part A and other licensed corporations, if applicable).

Regulated activity Name of proposed principal(s) CE number

Type                  

Type                  

Type                  

2.2 If you intend to apply for addition of accreditation as representative of the proposed principal(s), please indicate the type of regulated activity in respect of such application.

Regulated activity Name of proposed principal(s) CE number

Type                  

Type                  

Type                  

2.3 Please state the name of your primary principal.

     

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2.4 Do the above principals belong to the same group of companies?

Yes.

No. Please explain how you intend to resolve the possible conflicts of interest and supervision issues arising from working simultaneously for different principals.     

If you have no other applications, please go to Section 4.

Section 3: Addition of Regulated Activity and Approval as a Responsible Officer

3.1 Please indicate the type of regulated activity in respect of which your application for addition of regulated activity and approval as responsible officer of the corporate applicant specified in Part A. This will also serve as an application for approval of accreditation to a licensed corporation(s) under section 122(1) of the Ordinance. No separate application fee is required.

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

Type of regulated activity Type      

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

If you have no other applications, please go to Section 4.

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Section 4: Competence of Responsible Officer

4.1 Please set out any new qualifications (academic, vocational, professional or industry qualifications) you have obtained in support of your application.

Regulated Activity

Qualification/ Course/Examination

nameName of institution

Paper number/series

Dateawarded/passed/

completed(dd/mm/yyyy)

Type                            /    /     

Type                            /    /     

Type                            /    /     

Type                            /    /     

Type                            /    /     

4.2 If you propose to supervise Type 6 regulated activity (advising on corporate finance), will you undertake activities in connection with matters regulated by the Codes on Takeovers and Mergers and Share Buy-backs?

Yes. Please complete Part D – Activities in Connection with Matters Regulated by the Codes on Takeovers and Mergers and Share Buy-backs.

No.

4.3 If you propose to become a Principal as defined in the Sponsor Guidelines in respect of Type 6 regulated activity, please complete Supplement 10(s).

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Section 5: Duties and Experience of Responsible Officer

5.1 Please state the proposed duties and details of your relevant industry experience with respect to each type of regulated activity you propose to carry on:

Type       regulated activity

Proposed duties:     

Relevant Industry Experience Period (mm/yyyy)           

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Type       regulated activity

Proposed duties:     

Relevant Industry Experience Period (mm/yyyy)           

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Section 6: Disciplinary Actions and Investigations

Sections 6 to 8 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 investigation.

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

6.1 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 shareholderever 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 (e.g. disciplinary tribunal, examination authority, inspector appointed under any enactment, or other regulatory body)1? Yes No

6.2 Are there any disciplinary actions or proceedings pending against 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

6.3 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 dishonesty2; or adjudged by a court to be civilly liable for fraud, dishonesty or

misfeasance? Yes No

6.4 Have you ever been disqualified by a court from being a director of a corporation, or the equivalent in another jurisdiction? Yes No

Section 7: Financial Status

7.1 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

1 Where there has been no further disciplinary or enforcement action taken by the regulatory or criminal investigatory body as a result of the investigation for a prolonged period, or you (or the company) have been informed by the regulatory or criminal investigatory body that no such action would be taken, and where you wish to maintain confidentiality in relation to such investigation, you may do so by checking “No” to Question 6.1. However you are obliged to disclose details of the investigation 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.

2 Where you have been investigated about such offences but no prosecution has been instituted as a result of the investigation for a prolonged period, or you (or the company) have been informed that such prosecution would not be instituted, or the investigation of any such offence resulted in a conviction which was subsequently spent or quashed and where you wish to maintain confidentiality in relation to such investigation/conviction, you may do so by checking “No” to Question 6.3. However, you are obliged to disclose details of the offence(s) involved and/or 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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7.2 Are you presently a party to any civil litigation? Yes No

7.3 Are there any judgments or court orders with which you have not complied? Yes No

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

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

7.6 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

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

the consent of all the partners? Yes No

Section 8: Character

8.1 Have you ever been charged with a criminal offence other than a minor offence (as defined under section 2 of the Information Rules)3? Yes No

8.2 Have you ever been convicted of a criminal offence other than a minor offence (as defined under section 2 of the Information Rules)4? Yes No

8.3 Have you ever been subject to any order of the court or other competent authority for fraud, dishonesty or misfeasance? Yes No

Section 9: Mental Health

9.1 Have you ever been a patient as defined in section 2 of the Mental Health Ordinance? Yes No

3 Where you have been charged with such offence but not convicted, or the offence charged resulted in a conviction which was subsequently spent (see Footnote 2 above) or quashed and where you wish to maintain confidentiality in relation to such prosecution/conviction, you may do so by checking “No” to Question 8.1. However, you are obliged to disclose details of the offence(s) involved and/or 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.

4 Where the conviction of any such offence was subsequently spent (see Footnote 2 above) or quashed and where you wish to maintain confidentiality in relation to such conviction, you may do so by checking “No” to Question 8.2. 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 10: Additional Information

Under the Ordinance, you are required 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 Section 6, 7, 8 or 9?

Yes. In a separate document, please provide us with information about your previous/current disciplinary actions, investigations, civil proceedings, court judgments or orders, schemes of arrangements, criminal proceedings, criminal convictions or mental health history etc. and explain why you are fit and proper in the light of your “Yes” answers. You may wish to refer to the Fit and Proper Guidelines. If you have substantial practical difficulties in providing the information under this section, please refer to Section 11.

No.

Section 11: Checking Your Application

If the Commission is satisfied that a person has substantial practical difficulties in complying with any of the requirements under this form, it may exercise its discretion to dispense with the requirements to such extent as it considers necessary. If you consider that you have substantial practical difficulties in complying with any requirements, please enclose a document setting out your substantial practical difficulties for the Commission’s consideration. Please note that the Commission would only exercise its discretion under special circumstances.

Before signing, please check that you have:

Answered every question (unless directed otherwise).

Provided all relevant supplements and supporting documents.

Enclosed the correct application fee.

Completed the attached vetting authorization form.

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Section 12: Responsible Officer Applicant’s Declaration

I:      Name of applicant

Have completed section       of this application.

Declare that all the information provided in Part B of this application form and any associated documentation is complete, true and correct.

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

Understand that the Commission may take criminal and/or disciplinary action against a person who has made a false or misleading representation in, or in support of, an application.

Understand that if any information contained in this application, or any associated documentation changes prior to the Commission making a decision in respect of this application, I must notify the Commission in writing immediately of the changes.

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

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

Understand that the Commission may make such enquiries and seek such further information as it thinks appropriate.

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: Corporation’s Declaration in respect of the Application under Part B (to be completed by the corporate applicant under Part A)

We:

Have reviewed:

The information provided in Part B of this application form (including all associated documentation).

The documents evidencing the applicant’s academic, professional and industry qualifications in Part B of this application form (including all associated documentation).

Confirm that the other principal(s) of the applicant has / have also agreed to the information (where such information relates to such principal(s)) stated in the application.

Believe that the applicant is or remains a fit and proper person or where appropriate, competent, to be licensed as our representative and endorse the relevant application(s).

For and on behalf of:      

Name of corporate applicant under Part A

           Name of director/responsible officer or

person authorized by the board of directors*

Signature Date

* Delete where not applicable.

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Vetting Authorization Form – Individual

I,       hereby authorize the Commissioner of Police/Commissioner of Customs and Excise/any local or overseas 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      /      /      /     

PRC ID number (if applicable)       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 where the person does not possess a Hong Kong Identity Card.

** 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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Part C: Application for Approval as Responsible Officer

Important Notes:

1. Part C is to be completed by a responsible officer applicant nominated by the corporate applicant as specified in Part A. 2. You should complete this Part C only if you are not currently licensed to carry on any regulated activity under the Ordinance, and are

applying for a new licence and approval as responsible officer. 3. If you are currently licensed to carry on a regulated activity under the Ordinance, i.e. your licence is currently accredited to another

licensed corporation, or you ceased to be accredited to your last principal within the last 180 days, please complete Part B.4. If you are applying for a new licence as a representative (but not responsible officer) to be accredited to the corporate applicant as

specified under Part A, please submit your application via the SFC Online Portal after a licence has been granted to the corporate applicant under the Ordinance.

 Name of responsible officer applicant

     

CE No. (if applicable)      

In this application, you are applying for a licence and approval as a responsible officer to supervise the following regulated activities:

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 and note 4)

Type 10 Providing credit rating services

Note:

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.

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Warning:

You must fill in this form accurately and truthfully. Section 383(1) of 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.

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                 (   )

PRC identity card number*      

Passport number**       Date of expiry**    /    /     dd mm yyyy

Passport issuing country**      

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

Do you require an employment visa to work in Hong Kong?

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Yes. Have you obtained or applied for an employment visa to work in Hong Kong?

Yes. Application date:       Approval date:      

No^.

No.

^ Under normal circumstances, any person other than those who have the right of abode or right to land in Hong Kong, must obtain a visa before coming to Hong Kong for the purpose of taking up employment. Please check with the Immigration Department of Hong Kong if you have any questions in that respect.

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)

2 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)

3 Address (Please tick “” where applicable.)

Residential Correspondence Business

Flat, floor and block no.      

Building name      

Street no. & name      

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District & city      

State & country      

Postal code, (if any)      

Telephone number      

Facsimile number and e-mail address

           (facsimile) (e-mail)

2.2 If you do not currently have any Hong Kong residential address, please provide the following information:

2.2.1 Do you intend to reside in Hong Kong?

Yes. As from when? (dd/mm/yyyy)      

No.

2.2.2 Do you intend to perform any regulated activity(ies) in Hong Kong?

Yes. Please go to Section 2.2.3.

No. Please re-consider whether an application for a licence under the Ordinance is necessary.

2.2.3 How often do you intend to travel to Hong Kong to carry out regulated activities?

     

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Section 3: Regulated Activities

3.1 Please provide the following information. This will also serve as an application for approval of accreditation to a licensed corporation(s) under section 122(1) of the Ordinance. No separate application fee is required.

Regulated activity Principal’s name

Proposed date of

accreditation(dd/mm/yyyy)

Job title

Type                /    /           

Type                /    /           

Type                /    /           

Type                /    /           

Type                /    /           

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 If you propose to supervise Type 6 regulated activity (advising on corporate finance), will you undertake activities in connection with matters regulated by the Codes on Takeovers and Mergers and Share Buy-backs?

Yes. Please complete Part D – Activities in Connection with Matters Regulated by the Codes on Takeovers and Mergers and Share Buy-backs.

No.

3.5 If you propose to become a Principal as defined in the Sponsor Guidelines in respect of Type 6 regulated activity, please complete Supplement 10(s).

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Section 4: Competence of Responsible Officer

4.1 Please provide information on your highest academic or vocational qualification.

Qualification Name of institution Year awarded

                

                

                

                

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

Yes.

No.

4.3 Please provide information on your professional qualification.

Qualification Name of institution Year awarded

                

                

                

                

4.4 Please provide information on your industry qualification.

Regulated Activity

Course/ Examination name Name of institution Paper

number/series

Date awarded/ passed/

completed(dd/mm/yyyy)

Type                            /    /     

Type                            /    /     

Type                            /    /     

Type                            /    /     

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4.5 Please provide information on your employment history for the past 5 years. Please also specify any period in the past 5 years during which you were not employed.

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                  

4.6 If you are currently a director, partner or proprietor of any firm, please provide details of your directorships and other business interests:

Name of the firm Principal business

Your relationship with

the firm

Relationship between the principal and

the firm

Effective date(dd/mm/yyyy)

                           /    /     

                           /    /     

                           /    /     

                           /    /     

                           /    /     

                           /    /     

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4.6.1 Please elaborate on your roles and responsibilities in each of the firm(s) above.

     

4.6.2 Please explain how you are able to address any conflicts of interest arising from your proposed role as a responsible officer and your other directorship(s) and business interests.

     

4.6.3 Please advise on the time allocation between your proposed duties as a responsible officer and your duties for each of the firm(s) above.

     

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Section 5: Duties and Experience of Responsible Officer

5.1 Please state the proposed duties and details of your relevant industry experience with respect to each type of regulated activity you propose to carry on:

Type       regulated activity

Proposed duties:     

Relevant Industry Experience Period (mm/yyyy)           

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Type       regulated activity

Proposed duties:     

Relevant Industry Experience Period (mm/yyyy)           

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Section 6: Licence Record

6.1 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 go to Section 6.2.

No.

6.2 Please provide details of your licence/registration record:

1. Licence/Registration

Name and place of regulatory authority      

Type of licence/registration      

Date of approval    (dd)    (mm)      (yyyy)

Licence or registration number (eg. CRD no.)      

Conditions attached to the licence or registration (if any)      

Is the licence or registration still valid? Yes No

Date of expiry (if applicable)    (dd)    (mm)      (yyyy)

2. Licence/Registration

Name and place of regulatory authority      

Type of licence/registration      

Date of approval    (dd)    (mm)      (yyyy)

Licence or registration number (eg. CRD no.)      

Conditions attached to the licence or registration (if any)      

Is the licence or registration still valid? Yes No

Date of expiry (if applicable)    (dd)    (mm)      (yyyy)

42February 2017

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Section 7: Disciplinary Actions and Investigations

Sections 7 to 9 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.

7.1 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 shareholderever 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 (e.g. disciplinary tribunal, examination authority, inspector appointed under any enactment, or other regulatory body)5? Yes No

7.2 Are there any disciplinary actions or proceedings pending against 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

7.3 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 dishonesty6; or adjudged by a court to be civilly liable for fraud, dishonesty or

misfeasance? Yes No

7.4 Have you ever been disqualified by a court from being a director of a corporation, or the equivalent in another jurisdiction? Yes No

Section 8: Financial Status

8.1 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 Where there has been no further disciplinary or enforcement action taken by the regulatory or criminal investigatory body as a result of the investigation for a prolonged period, or you (or the company) have been informed by the regulatory or criminal investigatory body that no such action would be taken, and where you wish to maintain confidentiality in relation to such investigation, you may do so by checking “No” to Question 7.1. However you are obliged to disclose details of the investigation 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.

6 Where you have been investigated about such offences but no prosecution has been instituted as a result of the investigation for a prolonged period, or you (or the company) have been informed that such prosecution would not be instituted, or the investigation of any such offence resulted in a conviction which was subsequently spent or quashed and where you wish to maintain confidentiality in relation to such investigation/conviction, you may do so by checking “No” to Question 7.3. However, you are obliged to disclose details of the offence(s) involved and/or 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.

43

February 2017

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8.2 Are you presently a party to any civil litigation? Yes No

8.3 Are there any judgments or court orders with which you have not complied? Yes No

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

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

8.6 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

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

the consent of all the partners? Yes No

Section 9: Character

9.1 Have you ever been charged with a criminal offence other than a minor offence (as defined under section 2 of the Information Rules)7? Yes No

9.2 Have you ever been convicted of a criminal offence other than a minor offence (as defined under section 2 of the Information Rules)8? Yes No

9.3 Have you ever been subject to any order of the court or other competent authority for fraud, dishonesty or misfeasance? Yes No

Section 10: Mental Health

10.1 Have you ever been a patient as defined in section 2 of the Mental Health Ordinance? Yes No

7 Where you have been charged with such offence but not convicted, or the offence charged resulted in a conviction which was subsequently spent (see Footnote 6 above) or quashed and where you wish to maintain confidentiality in relation to such prosecution/conviction, you may do so by checking “No” to Question 9.1. However, you are obliged to disclose details of the offence(s) involved and/or 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.

8 Where the conviction of any such offence was subsequently spent (see Footnote 6 above) or quashed and where you wish to maintain confidentiality in relation to such conviction, you may do so by checking “No” to Question 9.2. 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 11: Additional Information

Under the Ordinance, you are required to satisfy the Commission that you are a fit and proper person to be licensed.

11.1 Have you answered “Yes” to any of the questions in Section 7, 8, 9 or 10?

Yes. In a separate document, please provide us with information about your previous/current disciplinary actions, investigations, civil proceedings, court judgments or orders, schemes of arrangements, criminal proceedings, criminal convictions or mental health history etc, and explain why you are fit and proper in the light of your “Yes” answers. You may wish to refer to the Fit and Proper Guidelines. If you have substantial practical difficulties in providing the information under this section, please refer to Section 12.

No.

Section 12: Checking Your Application

If the Commission is satisfied that a person has substantial practical difficulties in complying with any of the requirements under this form, it may exercise its discretion to dispense with the requirements to such extent as it considers necessary. If you consider that you have substantial practical difficulties in complying with any requirements, please enclose a document setting out your substantial practical difficulties for the Commission’s consideration. Please note that the Commission would only exercise its discretion under special circumstances.

Before signing, please check that you have:

Answered every question (unless directed otherwise).

Provided all relevant supplements and supporting documents.

Enclosed the correct application fee.

Completed the attached vetting authorization form.

Attached a copy of your Hong Kong identity card and/or PRC identity card.

Attached a copy of your passport (if you are not a Hong Kong permanent resident).

45February 2017

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Section 13: Responsible Officer Applicant’s Declaration

I:      Name of applicant

Declare that all the information provided in Part C of this application form and any associated documentation is complete, true and correct.

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 criminal and/or disciplinary action against a person who has made a false or misleading representation in, or in support of, an application for a licence.

Understand that if any information contained in this application, or any associated documentation changes prior to the Commission making a decision in respect of this application, 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, or any associated documentation, and any personal information I may provide in the future, for the purposes described in the Personal Information Collection Statement.

Understand that the Commission may make such enquiries and seek such further information as it thinks appropriate.

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 14: Corporation’s Declaration in respect of the Application under Part C (to be completed by the corporate applicant under Part A)

We:

Have reviewed:

The information provided in Part C of this application form (including all associated documentation).

The documents evidencing the applicant’s academic, professional and industry qualifications in Part C of this application form (including all associated documentation).

Confirm that the other proposed principal(s) of the applicant has / have also agreed to the information (where such information relates to such 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.

For and on behalf of:     

Name of corporate applicant under Part A

           Name of director/responsible

officer/person authorized by the board of directors*

Signature Date

* Delete where not applicable

47February 2017

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Vetting Authorization Form – Individual

I,       hereby authorize the Commissioner of Police/Commissioner of Customs and Excise/any local or overseas 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      /      /      /     

PRC ID number (if applicable)       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 where the person does not possess a Hong Kong Identity Card.

** The witness must be one of the following persons:

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

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

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49February 2017

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Part D: Activities in Connection with Matters Regulated by the Codes on Takeovers and Mergers and Share Buy-backs (the “Codes”)(Applicable to responsible officer applicants for Type 6 regulated activity only)

Name of applicant      

Section 1: Hong Kong Takeovers and Mergers Panel

1.1 Have you ever been a member of the Hong Kong Takeovers and Mergers Panel?

Yes. Please complete Section 1.2 and go to Section 4. (Note 1)

No. Please go to Section 2.

1.2 Please state your period of service as a member of the Takeovers and Mergers Panel.

From       to      (dd/mm/yyyy) (dd/mm/yyyy)

Note 1: Applicants may also choose to additionally answer sections 2 and 3.

Section 2: London Takeovers Panel or Takeovers Team of the Commission

2.1 Have you ever been a member, executive or secondee of the London Takeovers Panel or an executive of the Takeovers Team of the Corporate Finance Division of the Commission?

Yes. Please complete Section 2.2 and go to Section 4. (Note 2)

No. Please go to Section 3.

2.2 Please provide the following information.

Name of regulatory body      

Period of service in such body       (dd/mm/yyyy) to       (dd/mm/yyyy)

Your title and a brief description of your role and responsibilities

     

Note 2: Applicants may also choose to additionally answer section 3.

2.3 In a separate document, please provide several examples of transactions under the Codes handled by you, and the Codes issues involved in these transactions.

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Section 3: Experience Relating to the Codes

3.1 Do you have experience relating to the Codes?

Yes. Please complete Sections 3.2 and 3.3, and go to Section 4.

No. Please go to Section 4.

3.2 In a separate document, please provide a list showing your experience of supervising complete transactions under the Codes (a transaction aborted prior to the issue of the relevant document is not recognized as a complete transaction) which involved the issue of an offer document, offeree board circular, whitewash document, share buy-backs offer document or off-market share buy-backs circular after 1 April 1992. Please provide the dates of the transactions, names of the target companies and other relevant parties, and a brief description of the transactions. Your experience under the London Takeover Code may also be recognized. If you were only involved in giving an independent financial adviser’s opinion, such experience would not be considered relevant.

3.3 From the above list, select one or more of the transactions to illustrate that you have the experience of supervising a complete transaction under the Codes, and provide the following in connection with the transaction(s).

a) Detailed description of the transaction, the steps and Codes issues involved and the advice provided or solutions suggested by you.

b) Detailed description of any advice given by you to the clients under the Codes.

c) Names of all team members involved in the transaction identifying those under your supervision.

d) Detailed description as to how you supervised your team members and how you ensured that the team members and the clients understood and complied with the Codes.

e) Estimated number of working hours spent by you in the transaction and estimated total number of working hours spent by the whole team in the transaction.

Section 4: Other Information

4.1 Have you ever been involved in any transaction where you or your firm committed a breach of the Codes?

Yes. In a separate document, please disclose the details of the transaction and your involvement in such breach (if any).

No. Please go to Section 4.2.

4.2 Has the Executive (as defined under the Codes) ever raised any concerns that your conduct or your firm’s conduct fell below the standard expected or required by the Codes?

Yes. In a separate document, please disclose the details.

No.

     Signature Date

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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 Data9 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 Buy-backs;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/matching10 those data.

9 Personal Data means personal data as defined in the Personal Data (Privacy) Ordinance, Cap 486 (“PDPO”)10 “matching procedure” is defined in s.2 of the PDPO.

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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), 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 OfficerSecurities and Futures Commission35th Floor, Cheung Kong Center2 Queen’s Road CentralHong Kong

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

53February 2017