Securities and Futures Commission
Form 4A
Miscellaneous Applications (For Licensed Corporation / Registered Institution / Associated Entity / New Substantial Shareholder)
[Specified under section 402 of the Securities and Futures Ordinance (Cap. 571)]
Important: You should only complete and submit Sections 1, 9 and 10, and other Sections relevant to your application to the Commission.
Name of applicant
CE number
Name of contact person regarding any queries on this form
Telephone number of the contact person
Email address of the contact person
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: Types of Miscellaneous Application
1.1 Please tick “” the type(s) of application you want to make.
Types of application Section number
Issuance of duplicate printed licence/certificate of registration. 2
Premises to be used for record keeping purpose. (Applicable to licensed corporations only.)
3
Change of financial year end. (Applicable to licensed corporations and associated entity.) 4
Adoption of period exceeding 12 months as financial year. (Applicable to licensed corporations and associated entity.)
5
Extension of deadline for submission of audited accounts. (Applicable to licensed corporations and associated entity.)
6
Approval as a corporate/individual substantial shareholder. (Applicable to licensed corporations only.)
7
Other applications pertaining to licensing and registration matters under Part V of the Ordinance. 8
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Section 2: Issuance of Duplicate Printed Licence/Certificate of Registration
2.1 Please state the reason for requiring a duplicate printed licence or certificate of registration.
Lost. Please submit a statutory declaration stating that you have lost your printed licence/certificate.
Defaced. Please submit a statutory declaration stating that the printed licence/certificate has been defaced and return the printed licence/certificate for cancellation.
Destroyed. Please submit a statutory declaration stating that the printed licence/certificate has been destroyed.
If you have no other applications, please go to Section 9.
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Section 3: Premises to Be Used for Record Keeping Purpose
3.1 Please provide details of the new premises to be used for keeping your business records and documents in Supplement 1 – Contact Information and Record Keeping Address for Corporation.
3.2 What business records will be kept at the premises?
3.3 Are the premises wholly or partly used for residential purposes?
Yes.
No.
If you have no other applications, please go to Section 9.
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Section 4: Change of Financial Year End
4.1 Please provide the following information:
Existing financial year end
New financial year end
Reason for the change
If you have no other applications, please go to Section 9.
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Section 5: Adoption of Period Exceeding 12 Months as Financial Year
5.1 Please provide the following information:
Existing financial reporting period
Proposed financial reporting period
Reason for the change
If you have no other applications, please go to Section 9.
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Section 6: Extension of Deadline for Submission of Audited Accounts
6.1 Please provide the following information:
Submission due date
Proposed date of submission
Reason for the extension
If you have no other applications, please go to Section 9.
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Section 7: Approval as a Substantial Shareholder (For completion by the substantial shareholder)
“Substantial shareholder” has the same meaning as in Part 1 of Schedule 1 to the Ordinance.
7.1 Name of the licensed corporation you intend to become substantial shareholder(s).
Name(s) of licensed corporation(s) CE No(s).
7.2 Please submit in a separate document a group chart depicting the shareholding structure before and after the proposed change, including the respective number of shares and percentage of shareholdings.
7.3 Please provide the following information:
Name of new substantial shareholder:
Is the above-named person (a) a licensed representative, (b) a licensed corporation/registered institution, or (c) an approved substantial shareholder^ of a licensed corporation?
Yes, CE No. No*
Number and class of shares to be subscribed/acquired/held**
Value of shares to be subscribed/acquired/held**
Intended subscription/acquisition date
Sources to finance the subscription/acquisition
Name of new substantial shareholder:
Is the above-named person (a) a licensed representative, (b) a licensed corporation/registered institution, or (c) an approved substantial shareholder^ of a licensed corporation?
Yes, CE No. No*
Number and class of shares to be subscribed/acquired/held**
Value of shares to be subscribed/acquired/held**
Intended subscription/acquisition date
Sources to finance the subscription/acquisition
^ 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.
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* If you tick NO to any of the above: If you are an individual substantial shareholder applicant, please complete Supplement
3 – Statement of Personal Information.
If you are a corporate substantial shareholder applicant, please complete Supplement 2 – Information on Corporate Substantial Shareholder.
** This refers to the shares of the corporation that the applicant will hold or proposes to subscribe/ acquire.
If you have no other application, please go to Section 9.
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Section 8: Other Applications Pertaining to Licensing or Registration Matters under Part V of the Ordinance (e.g. applying for a specified licensing condition not to hold client assets for the purposes of the Financial Resources Rules.)
8.1 Please state below the nature of your application and the reason for making such application.
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If you have no other applications, please go to Section 9.
Section 9: Checking Your Application
Before signing, please check that you have:
Answered every relevant question.
Provided all relevant supplements and supporting documents
Enclosed the correct application fee.
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Section 10: Applicant’s Declaration
If you are a licensed corporation, a registered institution, or a corporation applying to be or continue to be a substantial shareholder of a licensed corporation, please complete Section 10.1.
If you are an individual applying to be or continue to be a substantial shareholder of a licensed corporation, please complete Section 10.2.
Section 10.1
Corporate applicant’s declaration
We: Have completed section of this application.
Declare that all the information provided in this application 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, 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.
(For a corporation, this declaration must be signed by a director, responsible officer or person authorized by the Board of Directors. For an authorized institution, this declaration must be signed by a director, executive officer, chief executive or person authorized by the Board of Directors.)
For and on behalf of:
Name of corporation lodging the application
Name of director/responsible officer/executive officer/chief
executive/person authorized by the board of directors*
Signature Date
* Delete where not applicable.
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Section 10.2
Individual substantial shareholder applicant’s declaration
I: Name of applicant
Have completed section of this application.
Declare that all the information provided in this application 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 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.
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 Data1 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/matching2 those data.
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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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.
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