英文證券卷一 HKSI Paper 1 第一章

Hong Kong’s status as an international financial centre is reflected in the wide range of financial products and services available in Hong Kong, developed to meet demands for investment, capital and income formation and capital raising, the facilitation of cash and capital flows, capital and investment protection (for example, hedging), safe custody and security, speculation and insurance. The financial markets also provide an avenue for price discovery and liquidity of investments.

The existence of financial markets is to meet the demands of different financial needs. Providing employment opportunities is not a primary function of the financial markets, therefore II and III are incorrect.

The demands for employment is not a function satisfied by financial market alone, thus is not a primary reason for the existence of the financial markets in Hong Kong.

An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

SFC adopts a“risk-based”approach towards regulations. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.

The broad points stated by the Securities Review Committee under Ian Hay Davison were the need for: (e) checks and balances on the system, with the exchanges being supervised by a
commission independent of the Government, with the Government only to intervene if and when the Commission failed to regulate properly.

The broad points stated by the Securities Review Committee under Ian Hay Davison were
the need for:
(e) checks and balances on the system, with the exchanges being supervised by a
commission independent of the Government, with the Government only to intervene if
and when the Commission failed to regulate properly

The structure recommended by the Securities Review Committee under Ian Hay Davison has functioned since 1989 and remains basically unchanged. The current SFO is largely a consolidation of ten diverse ordinances regulating the securities, futures and leveraged foreign exchange industries.

This service is not provided by any Hong Kong financial actor.

All of these services are provided by Hong Kong financial companies.

The definition of asset management is to manage securities and futures portfolio or real estate investment trust for others. Auditors do not manage asset; they merely audit as their primary business. Fund managers manage Collective Investment Schemes; that is managing portfolios of securities and futures or real estate trust for a group of people. Therefore they are service providers in the asset management industry. Stockbrokers buy and sell Collective Investments Schemes on behalf of clients and may also manage securities portfolio for clients. Therefore they are service providers in the asset management industry. Independent Financial Advisers (IFA) provides advice on buying and selling Collective Investment Schemes. Therefore they are service providers of the asset management industry.

Typical service providers include:
(a) fund houses; (b) fund management companies; (c.) stockbrokers

Providing a loan and charging interest is a financial actitiy that is subjected to supervision by the financial regulators.

Typical service providers include:
(d) banks; (e.) trustees; (f) custodians; (g) financial planners

Hong Kong Financial Regulatory Regime is able to address new and complex financial products.

Encouraging the development of new products, operating profitable exchanges in Hong Kong and reducing trading hours are all actions. They are action verbs but not objective description. Objectives can only be objective description, therefore, these phrases can never be objectives and primary objective of Hong Kong financial regulators. Objectives are status that financial regulators hope for, enhancing confidence is an objective description that financial regulators hope for.

A common objective is something that all financial regulators must achieve, maintaining currency stability is an objective specific to the HKMA. Other financial regulators are not responsible for maintaining currency stability of the Hong Kong Dollar, thus its not a common objective.

Decisions made by the regulators can be overturned or overruled.

Frequent Intervention is not an objective of financial regulators in Hong Kong. Providing Investment advice is not a job that regulators will do, it’s the job of intermediaries.

Sanction Based regulations and Income Based regulations do not exist in Hong Kong. Merit Based regulations is to reduce access to unfavourable investment products or projects by investors. The interest of investors are protected by doing so. Disclosure Based regulations require investment products and projects disclose their strengths and weaknesses maximally, so that investors can make an informed decision.

The principle of Disclosure based system is Issuers trying their best to disclose information to allow investors to make the right choice.

In Hong Kong, the new Companies Ordinance (“NCO”) is disclosure-based and has legal force. The idea is simply that maximum disclosure is required to protect investors, but there is an obligation on the part of the participants to take responsibility for using the full information to make their own independent investment decisions.

Financial regulation in Hong Kong is both disclosure-based and merit-based. The Companies Ordinance adopts a disclosure-based regulatory approach. The Listing Rules are mainly merit-based, but there are also many contents that are disclosure-based. Disclosure-based and merit-based regulatory approaches often overlap and there is no clear line between the two.

Followings are purposes of the merit-based implementation in Hong Kong:
I. To filter out unpopular investment products
II. To ensure there is certain balance between risks and returns

Disclosure based system is in place to protect Investors.

Under the SFO and the Banking Ordinance, AFIs, which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-RA.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-regulated activity. Clearly, the HKMA and the SFC must work closely together in relation to any SFC-regulated activities that are carried out by registered institutions. To this end, a memorandum of understanding (“MOU”) has been signed between the two regulators, setting out their roles and responsibilities so as to minimise overlaps under the regulatory regime. The Insurance Authority is the major regulator of the insurance industry in Hong Kong.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as
registered institutions if they wish to carry out an SFC-regulated activity. As the frontline regulator of AFIs is the HKMA, the latter takes the leading role in vetting applications for such registration and in supervising their SFC-regulated activities, including carrying out on-site inspections. The HKMA applies all SFC criteria, such as the “fit and proper” criteria, in supervising AFIs registered with the SFC.

Under the SFO and the Banking Ordinance, AFIs, which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-RA.

HKMA is the frontline regulator of registered institutions.

As the frontline regulator of AFIs is the HKMA, the latter takes the leading role in vetting applications for such registration and in supervising their SFC-regulated activities, including carrying out
on-site inspections. The HKMA applies all SFC criteria, such as the “fit and proper” criteria, in supervising AFIs registered with the SFC.

Registered institutions are regulated by the HKMA. They have to be registered with the SFC if they wish to carry out SFC regulated activities but the front line regulator will be the HKMA.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-regulated activity. The HKMA may refer cases of suspected malpractice by registered institutions in respect of the SFC-regulated activities to the SFC, which may directly review those institutions.

As the frontline regulator of AFIs is the HKMA, the latter takes the leading role in vetting applications for such registration and in supervising their SFC-regulated activities, including carrying out on-site inspections.

As the frontline regulator of AFIs is the HKMA, the latter takes the leading role in vetting applications for such registration and in supervising their SFC-regulated activities, including carrying out on-site inspections. The HKMA applies all SFC criteria, such as the “fit and proper” criteria, in supervising AFIs registered with the SFC.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-regulated activity.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-regulated activity.

Under the SFO and the Banking Ordinance, AFIs, which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-RA.

Under the SFO and the Banking Ordinance, AFIs, which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-RA.

The frontline regulator of AFIs is the HKMA.

Under the SFO and the Banking Ordinance, AFIs, which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-RA.

Many AFIs participate in the fund management industry as distributors of CISs products. Accordingly, the HKMA, in its capacity as the banking regulatory authority, is concerned with the asset management industry insofar as it affects AFIs engaged in the regulated activity of asset management, i.e. registered institutions.

Under the SFO and the Banking Ordinance, authorised financial institutions (“AFIs”), which are regulated by the HKMA and include banks, have to be registered with the SFC as registered institutions if they wish to carry out an SFC-regulated activity. As the frontline regulator of AFIs is the HKMA, the latter takes the leading role in vetting applications for such registration and in supervising their SFC-regulated activities, including carrying out
on-site inspections. The HKMA applies all SFC criteria, such as the “fit and proper” criteria, in supervising AFIs registered with the SFC.

The HKMA and the SFC must work closely together in relation to any SFC-regulated activities that are carried out by registered
institutions. To this end, a memorandum of understanding (“MOU”) has been signed between the two regulators, setting out their roles and responsibilities so as to minimise overlaps under the regulatory regime.

The HKMA may refer cases of suspected malpractice by registered institutions in respect of the SFC-RAs to the SFC, which may directly review those institutions.

The Insurance Authority (IA) directly regulates:
I. Insurers (insurance companies)
II. Insurance agents
III. Insurance related investment products

The principal functions of the Insurance Authority are to ensure that the interests of policy holders are protected and to promote the general stability of the insurance industry in Hong Kong.

Insurance Agents should apply for a licence with the Insurance Authority.

The MPFA has responsibility for: (a) registering mandatory provident fund (“MPF”) schemes; (b) approving pooled investment funds; (f) approving trustees and regulating the affairs and activities of such approved trustees; (g) dealing with complaints about MPF products and approved trustees, and referring them to the SFC and other regulators for action where necessary.

Insurance Brokers should apply for a licence with the Insurance Authority.

The Insurance Authority directly supervises the insurance industry.

The Insurance Authority has the following major duties and powers:
(d) the promotion of self-regulation by the industry and the maintenance of close contact with the industry through a consultative process.

The regulator of the trustee of an MPF Scheme is MPFA.

The Insurance Authority has the following major duties and powers:
(a) the authorization and regulation of insurers;
(b) the regulation of insurance agents, who must be appointed by an insurer and registered with the Insurance Agents Registration Board, established by The Hong Kong Federation of Insurers. The agents are not directly authorised or supervised by the Insurance Authority. Supervision is by the appointing insurers, who are required to comply with the Code of Practice for the Administration of Insurance Agents issued by The Hong Kong Federation of Insurers and approved by the Insurance Authority;
(c) the regulation of insurance brokers, who may obtain authorization from the Insurance Authority or from one of two bodies approved by the Insurance Authority, the Hong Kong
Confederation of Insurance Brokers and the Professional Insurance Brokers Association. These bodies are charged with the responsibility of ensuring that their members comply with the statutory requirements and that the interests of policy holders are properly protected; they also handle complaints; and
(d) the promotion of self-regulation by the industry and the maintenance of close contact with the industry through a consultative process.

Insurance Brokers should apply for a licence with the Insurance Authority.

Insurance Agents should apply for a licence with the Insurance Authority.

The Insurance Authority is responsible for:
I. Authorizing and regulating Insurance Companies (Insurer).
II. Regulating Insurance Agents.
III. Regulating Insurance Brokers.
IV. Handling complaints of insurance products.

The Insurance Authority is concerned with the regulation of insurance companies and insurance intermediaries.

There are two classes of funds authorised by the SFC which do
have certain linkage with the Insurance Authority: investment-linked assurance schemes and pooled retirement funds, both of which are marketed by the insurance industry. Authorization of these has been delegated by the SFC to the Committee on Investment-Linked Assurance Schemes and Pooled Retirement Funds. The Insurance Authority is represented on this committee, as insurance companies wishing to promote these schemes will need to be authorised under the Insurance Companies Ordinance.

There are only two circumstances in which a CIS may be offered or marketed to the public in Hong Kong: it must be either (i) structured as a company which is listed on the SEHK, or
(ii) authorised by the SFC. Notwithstanding the above, there are two classes of funds authorised by the SFC which do have certain linkage with the Insurance Authority: investment-linked assurance schemes and pooled retirement funds, both of which are marketed by the insurance industry. Authorisation of these has been delegated by the SFC to the Products Advisory Committee. The Insurance Authority is represented on this committee, as insurance companies wishing to promote these schemes will need to be authorised under the Insurance Ordinance.

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC, which are:
(a) vetting and authorising MPF products and related marketing materials in accordance with the provisions of the SFC Code on MPF Products and the relevant ordinances (including the SFO);
(b) registering and approving investment managers and continued monitoring of their conduct in the investment management of MPF products

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC, which are:
(a) vetting and authorising MPF products and related marketing materials in accordance with the provisions of the SFC Code on MPF Products and the relevant ordinances (including the SFO).

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC, which are: (a) vetting and authorising MPF products and related marketing materials in accordance
with the provisions of the SFC Code on MPF Products and the relevant ordinances (including the SFO). This means the IA doesn’t regulate MPF products at all.

The MPFA has responsibility for: (f) approving MPF trustees and regulating the affairs and activities of such approved trustees.

The MPFA has responsibility for: (f) approving trustees and regulating the affairs and activities of such approved trustees.

The MPFA has responsibility for: (d) ongoing monitoring of compliance by MPF products with the Mandatory Provident
Fund Schemes Ordinance (“MPFSO”); (e) investigating alleged breaches of the provisions of the MPFSO;

It is not an obligation on the MPFA’s part to ensure that the schemes are operated to maximise the capital or income growth specified in the objectives of the schemes.

The MPFA has responsibility for:
(a) registering MPF schemes;
(d) ongoing monitoring of compliance by MPF products with the Mandatory Provident Fund Schemes Ordinance (“MPFSO”);
(e) investigating alleged breaches of the provisions of the MPFSO;
(g) dealing with complaints about MPF products and approved trustees, and referring them to the SFC and other regulators for action where necessary.

The SFC, HKMA, MPFA and IA all regulate and supervise intermediaries operating within their respective jurisdictions, and there is considerable overlap in the regulatory regime for intermediaries engaged in the asset management industry.

SFC is reposible for investigating alleged breaches of the provisions of the SFC Code on MPF Products and any relevant ordinances, and taking enforcement action

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC:
(a) vetting and authorizing MPF products and related marketing materials in accordance with the provisions of the SFC Code on MPF Products and the relevant ordinances (including the SFO);
(b) registering and approving investment managers and continued monitoring of their conduct in the investment management of MPF products;
(d) investigating alleged breaches of the provisions of the SFC Code on MPF Products and any relevant ordinances, and taking enforcement action.

The MPFA has responsibility for:
(a) registering MPF schemes;
(c.) overseeing and making rules and guidelines for the administration and management of registered schemes and pooled investment funds;
(d) ongoing monitoring of compliance by MPF products with the Mandatory Provident Fund Schemes Ordinance (“MPFSO”).

It is not an obligation on the MPFA’s part to ensure that the schemes are operated to maximise the capital or income growth specified in the objectives of the schemes, or to advise on, or ensure, the employers’ and scheme members’ choice of the best schemes/funds to achieve their objectives.

The functions of the MPFA include:
– registering MPF schemes
– the registration procedures of MPF schemes and approval processes of constituent funds and approved pooled investment
funds;
– ongoing monitoring of compliance of MPF products with the MPFSO

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC:
(a) vetting and authorizing MPF products and related marketing materials in accordance with the provisions of the SFC Code on MPF Products and the relevant ordinances (including the SFO);
(b) registering and approving investment managers and continued monitoring of their conduct in the investment management of MPF products;
(d) investigating alleged breaches of the provisions of the SFC Code on MPF Products and any relevant ordinances, and taking enforcement action.

Certain responsibilities of the MPFA interlink with the particular responsibilities of the SFC:
(b) registering and approving investment managers and continued monitoring of their conduct in the investment management of MPF products.

The Financial Secretary can require the SFC to provide him with information on the principles, practices and policy it is applying in order to meet its objectives and perform its functions.

The Chief Executive of the HKSAR appoints the Chairman, Deputy Chairman (optional), the Chief Executive Officer (“CEO”) and directors (both executive and non-executive) of
the SFC. He may remove any member of the Commission and also determines their terms and conditions of office (Schedule 2, SFO).

The Chief Executive of the HKSAR may give written directions to the SFC regarding how it should seek to meet its objectives and how it should perform its functions (s. 11, SFO).

The Chief Executive of the HKSAR appoints the Chairman, Deputy Chairman (optional), the Chief Executive Officer (“CEO”) and directors (both executive and non-executive) of
the SFC. He may remove any member of the Commission and also determines their terms and conditions of office (Schedule 2, SFO). The Chief Executive of the HKSAR may give written directions to the SFC regarding how it should seek to meet its objectives and how it should perform its functions (s. 11, SFO).

The SFC must submit estimates of its income and expenditure for the coming financial year to the Chief Executive of the HKSAR for approval, with the Financial Secretary tabling them in the Legislative Council of the Hong Kong Special Administrative Region (“LegCo”). The SFC prepares both an
annual report and financial statements which are submitted to the Financial Secretary, who in turn tables them in the LegCo.

The Chinese Gold & Silver Exchange Society (“CGSE”) operates a premium system to cover delayed deliveries and transfers of ownership between traders and investors.
The CGSE is not regulated directly. However, it has a link with the SFC by virtue of the SFC’s regulatory functions. Under the Securities and Futures (Collective Investment Schemes) Notice, made by the Financial Secretary under s. 393, SFO, arrangements such as the “paper gold schemes” promoted by members of the CGSE are classified as collective investment schemes.

The Companies Registry is responsible
I. Keep and make the company’s returns for public inspection
II. Strike off companies for failure to file returns or not carry on business
III. Recover returns from companies that fail to file on time

The Companies Registry does not directly regulate companies.

The CGSE is not regulated directly. However, it has a link with the SFC by virtue of the SFC’s regulatory functions. Under the Securities and Futures (Collective Investment Schemes) Notice, made by the Financial Secretary under s. 393, SFO, arrangements such as the “paper gold schemes” promoted by members of the CGSE are classified as collective investment schemes.

The Registrar of Companies administers and enforces certain aspects of the:
(a) NCO;
(c.) Limited Partnerships Ordinance;
(d) Trustee Ordinance;
(e.) Registered Trustees Incorporation Ordinance.

The Registrar of Companies administers and enforces certain aspects of the:
(a) NCO;
(b) Companies (Winding Up and Miscellaneous Provisions) Ordinance
There are no direct links between the SFC and the Companies Registry in regulatory areas, although the two agencies maintain an active liaison on issues of common interest.
The Companies Registry maintains and makes available for public inspection financial and other returns, charges registered by companies and so on.
The Registrar of Companies does not directly regulate companies, limited partnerships, trustees or money lenders; such functions are assumed by different bodies.

The Registrar of Companies administers and enforces certain aspects of the:
(d) Trustee Ordinance.
(f) Money Lenders Ordinance.

The SFC will not cooperate with Inland Revenue Department.

The Financial Secretary can require the SFC to provide him with information on the principles, practices and policy it is applying in order to meet its objectives and perform its functions. The SFO states that the SFC may advise the Financial Secretary on matters relating to the securities and futures industry and provide him with information. The SFC prepares both an annual report and financial statements which are submitted to the Financial Secretary, who in turn tables them in the LegCo.

The Financial Secretary can require the SFC to provide him with information on the principles, practices and policy it is applying in order to meet its objectives and perform its functions.

The chair of the SFC is not the Financial Secretary. The Financial Secretary actually can ask the SFC to provide its principles adopted to realize its goals and meet its functions. The SFC is not allowed to ask the Financial Secretary to provide financial advice. The Financial Secretary is not responsible for the audit business of the SFC.

Under Hong Kong’s ministerial system, the SFC has the closest regular contact in Government with the Secretary for Financial Services and the Treasury, and the Permanent Secretary for Financial Services and the Treasury (Financial Services), who heads the Financial Services Branch of the Financial Services and the Treasury Bureau and reports to the Secretary.

The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system, and promote the efficiency, integrity and development of the financial system.

The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system, and promote the efficiency, integrity and development of the financial system.

The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system, and promote the efficiency, integrity and development of the financial system.

The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system.

Banks should register from the SFC rather than applying for a license if they want to engage in futures trading business. Futures trading is a Type 2 regulated activity.

The Securities Commission option is wrong, the correct name is Securities and Futures Commission.

The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above.

The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO).

The SFC is independent, meaning that it is not part of the
Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government.

The SFC is an independent statutory body, not a government department.

The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the
Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above.

The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the
Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government.

The Advisory Committee of the SFC has no executive powers, it only advise the SFC on policy matters concerning its regulatory objectives and functions.

The Advisory Committee is responsible for advising the SFC on policy matters concerning its regulatory objectives and functions. It has no executive powers and does not police the SFC in any way.

The Advisory Committee is responsible for advising the SFC on policy matters concerning its regulatory objectives and functions. It has no executive powers and does not police the SFC in any way. It is chaired by the SFC Chairman, and comprises the CEO and not more than two other executive directors appointed by the Chairman, and between 8 and 12 other members appointed by the Chief Executive of the Hong Kong Special Administrative Region (“Hong Kong SAR”) in consultation with the Chairman of the SFC.

Investor Compensation Fund Committee – administers the Investor Compensation Fund and regulates its procedures in accordance with Part XII of the SFO.

This committee doesn’t exist.

The SFC has established various regulatory committees to which it has delegated some of its functions, e.g.:
(e) Academic and Accreditation Advisory Committee – approves industry-based courses and examinations for meeting the licensing competence requirements, and recognises providers of training for the purposes of the continuous professional training requirements.

Share Registrars’ Disciplinary Committee – hears and determines disciplinary matters relating to share registrars in the first instance.

Takeovers Appeal Committee – hears appeals against the disciplinary rulings of the Takeovers and Mergers Panel at the request of an aggrieved party for the sole purpose of determining whether any sanction imposed by the Panel is unfair or excessive.

Products Advisory Committee – advises on matters relating to the SFC Handbook for Unit Trusts and Mutual Funds, Investment-Linked Assurance Schemes and Unlisted Structured Investment Products, the SFC Code on MPF Products and the Code on Pooled Retirement Funds, including overall market environment, industry practices and novel product features.

Academic and Accreditation Advisory Committee – approves industry-based courses and examinations for meeting the licensing competence requirements, and recognises providers of training for the purposes of the CPT requirements.