Hong Kong Securities Consulting and Asset Management 4,9 License Transfer and Sale Information Introduction

Introduction to the Sale and Transfer Information of Hong Kong Securities Advisory and Asset Management Type 4 and 9 Licenses

Basic Information

License plate type
Hong Kong 4,9 license
Issued Area
Hong Kong
s
SFC
Validity period
Continuously valid (annual review required)
price range
Negotiable

Licence Details

Item Details
Consideration (exclude NAV) Negotiable
SFC License Type 4. License No. 9 (Securities Opinion Provision, Asset Management)

Type 4 (Advising on Securities), Type 9 (Asset Management)
Condition (if any) Only for professional investors, no other restrictions, clean license

Restricted to Professional Investors Only, No Other Conditions, Clean License
License Approval Date May, 2022

May 2022
Office & Rentals North Point, Hong Kong
North Point, Hong Kong
Monthly rent: HKD 35,000 (including management fee)
Monthly Rental: HKD 35,000 (including management fees)
Rental Expiry 2025 January 12
31 December 2025
No. of Shareholders 2 people
2 Shareholders
Holding Company above Licensed Corp No holding company, directly held by Hong Kong companies
No Holding Company, Directly Held by a Hong Kong Company
HKEX Trading Right not applicable
Not Applicable
Total Expenses per Month HKD 70,000 (including rent, compliance fees, salaries, etc.)
HKD 70,000 (including rent, compliance fees, payroll, etc.)
No. of Staff 2 persons (1 compliance officer, 1 administrative staff)
2 Staff (1 Compliance Officer, 1 Administrative Staff)
No. of Responsible Officers (RO) 2 people
2 ROs
Will the responsible officer remain in office? RO Stay After Transfer? Negotiable, RO is willing to discuss retention conditions with the buyer
Negotiable, ROs willing to discuss retention terms with the buyer
Total Payroll HKD 60,000 (including RO salary HKD 45,000)
HKD 60,000 (of which RO salary is HKD 45,000)
3 Years Profit/Loss 2022: Net profit HKD 300,000
2023: Net profit HKD 450,000
2024: Net profit HKD 400,000 (preliminary data)
Income in Past 6 Months Average monthly net income HKD 80,000 (from asset management and securities consulting services)

Average Monthly Net Income: HKD 80,000 (from asset management and securities advisory services)
Latest Financial Report 2024年12月31日（2024年度審計進行中，2023年度已完成）

31 December 2024 (2024 audit in progress, 2023 audit completed)
Do you have any long-term agreements with other companies or institutions? Compliance Consultant: HKD 6,000/month (transferable or terminable)
Compliance Consultant: HKD 6,000/month (transferable or terminable)

Accounting service: HKD 4,000/month (negotiable)
Accounting Service: HKD 4,000/month (negotiable)

Company secretarial services: HKD 8,000/year
Company Secretarial Service: HKD 8,000/year
Authorized & Paid-up Capital HKD 5,000,000
Net Asset Value NAV HKD 2,500,000 (preliminary estimate in 2024, bank balance is approximately HKD 2,300,000)

HKD 2,500,000 (2024 preliminary estimate, bank balance approx. HKD 2,300,000)

Hong Kong 4,9 license acquisition process and timetable

Stage ContentDetails Key Considerations Estimated Duration
1. Initial Due Diligence – Review financial statements (2024 audit in progress, NAV HKD 2,500,000, bank balance HKD 2,300,000).

– Confirm the license status (license No. 4, 9, professional investors only, no other restrictions).

– 核查股東結構（2名股東）、RO資質（2名，薪資HKD 45,000）、租約（北角，2025年12月31日到期）及長期合同（合規顧問HKD 6,000/月等）。

 – Hire lawyers, accountants and compliance consultants to ensure there are no hidden liabilities or violations.

– Confirm RO’s willingness to stay, SFC requires at least 2 ROs.

– Verify the reason for the discrepancy between NAV and bank balance (HKD 200,000).

 2-4 weeks

2-4 weeks
2. Negotiation and signing of Letter of Intent (LOI) – A preliminary consensus was reached on the transfer price (HKD 1,200 million), RO retention, lease transfer, etc.

– Sign a non-binding letter of intent to clarify the transaction framework.

 – Confirm whether NAV is factored into the final price.

– Evaluate potential startup costs for pre-launch companies (e.g., recruiting, system development).

 1-2 weeks

1-2 weeks
3. Signing of the Share Purchase Agreement (SPA) – Drafting of share transfer agreement, covering price, payment method, RO arrangement, contract transfer, etc.

– Clarify transaction completion conditions (e.g. SFC approval, lease transfer).

 – Ensure the agreement complies with Hong Kong Company Ordinance and SFC requirements.

– Clarify the seller’s liability for past violations.

 2-3 weeks

2-3 weeks
4. Submit change application to SFC – Submit an application for change of substantial shareholders in accordance with the SFC Securities and Futures Regulations.

– Provide buyer’s background information (financial status, business plan) and new RO information (if the existing RO will not remain in office).

 – SFC approval focuses on the buyer’s compliance capabilities and RO qualifications (Fit and Proper Criteria).

– If the RO is changed, a new RO needs to be nominated and the approval time may be extended.

 4-8 weeks

4-8 weeks
5. Transaction Completion and Delivery – Complete payment (HKD 1,200 million + NAV or as negotiated).

- Transfer of shares, update of company registration and SFC information.

– Handled the lease (North Point, rent HKD 35,000) and contract transfer, and completed staff transition (2 employees).

 – Ensure bank balance (HKD 2,300,000) and other assets are handed over.

– Update RO list and compliance team to ensure business continuity.

 1-2 weeks

1-2 weeks
6. Subsequent compliance and operations – Started business and established asset management and securities advisory services (current income HKD 80,000/month).

– Ensure compliance with SFC ongoing compliance requirements (e.g. capital of HKD 5,000,000, annual audit).

– Processing lease renewal (expiring December 2025) or relocation.

 – If you are expanding your business, you need to confirm with the SFC whether additional licenses are required.

– Ensure RO and compliance team are in place and continue to employ compliance consultant (HKD 6,000/month).

 ongoing

Ongoing

Total Timeline

  • Shortest time: about 3-4 months (assuming all documents are complete, SFC approval is smooth, and there is no RO replacement).
  • General time: 4-6 months (considering RO negotiation, SFC approval delay or supplementary information).
  • Delay factors:
    • If negotiations for the RO's retention fail, a new RO may need to be nominated (add 1-2 months).
    • Financial or legal due diligence reveals issues (e.g. unexplained discrepancies between NAV and bank balances).
    • SFC requires additional information for the buyer’s background check (add 2-4 weeks).
More information about Hong Kong financial licenses

Frequently Asked Questions about Hong Kong 4,9 and XNUMX License Trading

The company has 2 ROs (salary HKD 45,000). If they do not stay, SFC requires at least 2 ROs. The buyer needs to nominate a new RO and submit it for approval, which may extend the transaction cycle (an additional 1-2 months). If the new RO does not meet the qualifications (Fit and Proper Criteria), it may be rejected by the SFC.
Solution suggestions: Negotiate retention conditions with RO in advance; prepare a list of candidate ROs to ensure they meet SFC requirements.
The SFC has strict scrutiny over changes in substantive shareholders and needs to verify the buyer’s background and business plan. If the information is incomplete (for example, the RO qualification certificate is missing) or the buyer is not qualified enough, the approval process may be extended (from 4-8 weeks to 8-12 weeks).
Solution suggestions: Prepare complete information (financial status, business plan) in advance; ensure RO is qualified.
北角辦公室租約至2025年12月31日（剩餘7個月），租金HKD 35,000。若不續租，買方需承擔搬遷成本（約HKD 50,000）；若續租，需評估租金是否合理。
Solution suggestions: Review lease termination clauses; assess cost-effectiveness of North Point location and consider relocation to a more economical location.
The company has two shareholders. If there is a disagreement between the shareholders on the transfer, or the shareholder information is not updated, the SFC or the Companies Registry may reject the application and extend the transaction cycle (an additional 2-2 weeks).
Solution suggestions：Ensure shareholders sign the consent form; verify the consistency of shareholder information in the company registry.
The SFC requires the buyer (substantial shareholder) to meet the “fit and proper person” standard. If the buyer has no financial experience or is financially unstable, the SFC may reject the application, causing the transaction to fail.
Solution suggestions: The buyer prepares background information (no criminal record, financial proof); if there is no experience, a professional team can be hired for support.
The seller may have outstanding taxes (such as profits tax), or the transaction may involve capital gains tax (although there is no such tax in Hong Kong, the tax in the buyer's place of residence needs to be considered). If not disclosed, the buyer may be subject to additional tax costs or penalties (e.g. late filing penalty, up to HKD 50,000).
Solution suggestions：The seller provides a tax clearance certificate; the buyer hires a tax advisor to review the transaction structure and tax liabilities.
The transaction involves sensitive information (such as customer information and financial data). If a non-disclosure agreement (NDA) is not signed, the information may be leaked, affecting the company's reputation or leading to competitor intervention, and the buyer may withdraw as a result.
Solution suggestions: Sign an NDA to restrict the use of information; ensure that intermediaries (such as lawyers) comply with confidentiality obligations.
If the seller has existing customers, they may lose them after the transaction due to management changes or discontinuity of service, affecting revenue (especially licenses 4 and 9 that rely on customer management fees). The churn rate may reach 30%-50%, extending the buyer's profit cycle.
Solution suggestions：The buyer and seller negotiate customer transition plans; communicate with key customers in advance to ensure service continuity.
The SFC requires buyers to disclose the source of funds to ensure compliance with anti-money laundering (AML) requirements. If the source of the buyer’s funds is unknown (e.g. from a high-risk jurisdiction), the SFC may request additional information or reject the application, extending the approval time (an additional 2-4 weeks) or causing the transaction to fail.
Solution suggestions：The buyer prepares proof of source of funds (such as bank statements, source of funds statement); ensures that the funds comply with the SFC’s AML requirements.
The SFC license needs to be renewed regularly (usually in conjunction with the company’s annual inspection). If the buyer’s operations are not in compliance (for example, failure to submit reports), the renewal may be affected. If you plan to expand your business (e.g. add a Type 1 license), you will need to apply for an additional license, which will cost approximately HKD 10,000-50,000 and will take 4-8 weeks to be approved.
Solution suggestions：The buyer should be familiar with the SFC renewal requirements (which can be checked on the SFC official website); communicate with the SFC in advance about the expansion plan to ensure adequate capital.
If a selling company has a negative past reputation (such as customer complaints or undisclosed regulatory investigations), even if there has been no violation, it may affect buyer confidence and lead to price cuts or withdrawal. In May 2025, the Hong Kong market became more sensitive to reputational risks.
Solution suggestions：The buyer searches for X or web data to investigate the seller's reputation; the seller provides positive proof (such as SFC compliance records); considers changing the name if necessary.

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