Securities Brokers and Dealers

Overview

We advise broker-dealers active in the Hong Kong securities and futures markets. Our work in this area is part of our Financial Services Regulatory practice, for which we have been consistently recognized as an outstanding, leading and recommended practice by independent editorial publications, including the International Financial Law Review 1000 (ILFR1000), the Legal 500, Chambers and Partners and Asialaw Profiles, and for which our lawyers have been consistently recognized as “leading”, “highly regarded”, “well regarded” and “market-leading” lawyers.

Our clients have included traditional voice brokers, online brokers as well as institutional direct market access (“DMA”) platform operators and other brokerage firms. They have included retail brokers as well as institutional brokers.

We represent clients on the following:

• Licensing by Securities and Futures Commission (“SFC”), including advising on whether an SFC license is required, what type of SFC license is required and how to meet SFC license requirements

• SFC inspections & audits, including helping clients prepare for an SFC inspection and respond to SFC enquiries or requests for information and documents as part of an inspection

• SFC investigations & prosecutions, including helping clients prepare for an SFC interview and respond to an SFC notice to produce documents and answer written questions, a notice of proposed disciplinary action or a summons

• SFC regulatory compliance, including assisting clients in ongoing compliance with regulatory requirements and obligations, such as conduct of business requirements, under the Securities and Futures Ordinance (“SFO”) and the standards and expectations of the SFC as set out in various codes, guidelines and circulars, including the Code of Conduct for Persons Licensed by or Registered with the SFC (“SFC Code of Conduct”), the Fit and Proper Guidelines, the Guidelines on Competence and responsible officer requirements, and advising on compliance obligations arising from day-to-day transactions, including reviewing client agreements, margin financing agreements, Stock Connect agreements and bond connect programmes, client questionnaires, stock borrowing and lending agreements (“SBLs”) and risk disclosures

• Compliance with Hong Kong Exchanges and Clearing (“HKEx”) regulatory requirements, including under the Trading Rules of the Stock Exchange of Hong Kong (“SEHK”), the Rules of the Central Clearing and Settlement System (“CCASS”), the Rules of the SEHK Options Clearing House (“SEOCH”), the Trading Rules of the Hong Kong Futures Exchange (“HKFE”) and the Clearing Rules of the Hong Kong Futures Clearing Corporation (“HKCC”) and in respect of applications for Exchange Participantship (“EP”), Trading Rights (“TRs”), General Clearing Participant (“GCP”), Direct Clearing Participant (“DCP”) and Non-Clearing Participant (“NCP”) status and the preparation of clearing and give-up agreements

• Mergers and acquisitions of securities firms, including advising on change of control transactions, acquisitions of minority interests and joint ventures, and compliance with regulatory obligations arising under the SFO, including substantial shareholder approvals, post-completion notifications of changes in shareholding structure and other requirements

• Anti-money laundering (“AML”), counter terrorist financing (“CTF”) & economic sanctions, including compliance with AML/CTF requirements and economic sanctions under Hong Kong AML laws and regulatory guidance, including in respect of account opening procedures, customer due diligence (“CDD”) and other know-your-client (“KYC”) policies and procedures