Cap. 571P 《證券及期貨(帳目及審計)規則》Securities and Futures (Accounts and Audit) Rules

生效中

版本日期: 2024-10-02

Cap. 571O

Cap. 571Q

Securities and Futures (Accounts and Audit) Rules

(Cap. 571, section 397(1))

(Enacting provision omitted—E.R. 5 of 2018)

[1 April 2003] L.N. 12 of 2003

(Format changes—E.R. 5 of 2018)

1.

(Omitted as spent—E.R. 5 of 2018)

2. Interpretation

In these Rules, unless the context otherwise requires—

dealing in securities (證券交易) has the meaning assigned to it by Part 2 of Schedule 5 to the Ordinance; margin client (保證金客戶) means— (a)in relation to a corporation licensed for dealing in securities, a client to whom the corporation provides securities margin financing; or (b)a client of a corporation licensed for securities margin financing; relevant CIS (相關集體投資計劃) has the meaning given by Part 2 of Schedule 5 to the Ordinance; (L.N. 58 of 2023) relevant CIS property (相關集體投資計劃財產) has the meaning given by Part 2 of Schedule 5 to the Ordinance; (L.N. 58 of 2023) scheme assets (計劃資產) means— (a)scheme money; and (b)scheme securities; (L.N. 58 of 2023) scheme money (計劃款項), in relation to an intermediary, means any client money—(a)received or held by the intermediary in the course of the conduct of Type 13 regulated activity; or(b)received or held by any corporation which is in a controlling entity relationship with the intermediary, in relation to such conduct of Type 13 regulated activity,that constitutes relevant CIS property in respect of a relevant CIS, and includes any accretions to it whether as capital or income; (L.N. 58 of 2023) scheme securities (計劃證券), in relation to an intermediary, means any client securities—(a)received or held by the intermediary in the course of the conduct of Type 13 regulated activity; or(b)received or held by any corporation which is in a controlling entity relationship with the intermediary, in relation to such conduct of Type 13 regulated activity,that constitute relevant CIS property in respect of a relevant CIS; (L.N. 58 of 2023) systems of control (監控系統), in relation to a licensed corporation or an associated entity of an intermediary, means in so far as applicable the internal controls and trading, accounting, settlement, stock holding systems and holding systems for scheme securities it has implemented to ensure its compliance with the provisions specified in section 4(1)(e). (L.N. 58 of 2023)

3. Financial statements and other documents to be prepared by licensed corporations and associated entities of intermediaries

(1)

For the purposes of section 156(1)(a) of the Ordinance, the financial statements and other documents that a licensed corporation shall prepare, in respect of each financial year, are—

(a)

a set of accounts consisting of each of the following, prepared in accordance with generally accepted accounting principles—

(i)

a statement of profit or loss and other comprehensive income;

(ii)

a statement of financial position; and

(iii)

notes to the accounts;

(b)

in so far as applicable, the following returns as referred to in section 56 of the Securities and Futures (Financial Resources) Rules (Cap. 571 sub. leg. N), each made up to the last day of the financial year—

(i)

a liquid capital computation;

(ii)

a required liquid capital computation;

(iii)

a summary of bank loans, advances, credit facilities and other financial accommodation available to it;

(iv)

an analysis of its margin clients;

(v)

an analysis of collateral received from margin clients;

(vi)

an analysis of its rolling balance cash clients;

(vii)

other than a licensed corporation licensed for Type 13 regulated activity in relation to the carrying on by it of Type 13 regulated activity, an analysis of its client assets;

(viii)

an analysis of its proprietary derivative positions; and

(ix)

where it is licensed for Type 13 regulated activity, an analysis of relevant CIS property received or held by it for any relevant CIS arising from the carrying on of Type 13 regulated activity; and (L.N. 58 of 2023)

(c)

a business and risk management questionnaire.

(2)

For the purposes of section 156(2)(a) of the Ordinance, the financial statements and other documents required to be prepared by a licensed corporation that ceases carrying on all of the regulated activities for which it is licensed are—

(a)

a set of accounts as referred to in subsection (1)(a); and

(b)

a liquid capital computation as referred to in subsection (1)(b)(i).

(3)

For the purposes of section 156(1)(a) of the Ordinance, the financial statements and other documents that an associated entity of an intermediary shall prepare, in respect of each financial year, are—

(a)

a set of accounts consisting of each of the following, prepared in accordance with generally accepted accounting principles—

(i)

a statement of profit or loss and other comprehensive income;

(ii)

a statement of financial position; and

(iii)

notes to the accounts;

(b)

other than an associated entity of an intermediary licensed or registered for Type 13 regulated activity in relation to the carrying on by the intermediary of Type 13 regulated activity, an analysis of client assets as at the end of the financial year;

(ba)

where it is an associated entity of an intermediary licensed or registered for Type 13 regulated activity in relation to the carrying on by the intermediary of Type 13 regulated activity, an analysis of scheme assets at the end of the financial year; and (L.N. 58 of 2023)

(c)

a business and risk management questionnaire.

(4)

For the purposes of section 156(2)(a) of the Ordinance, the financial statements and other documents required to be prepared by an associated entity of an intermediary that ceases to be such an associated entity are—

(a)

a set of accounts as referred to in subsection (3)(a);

(b)

(c)

where it is an associated entity of an intermediary licensed or registered for Type 13 regulated activity in relation to the carrying on by the intermediary of Type 13 regulated activity, an analysis of scheme assets as referred to in subsection (3)(ba). (L.N. 58 of 2023)

(L.N. 58 of 2023)

4. Auditor’s report

(1)

For the purposes of section 156(1)(b) or (2)(b) of the Ordinance, an auditor’s report required to be submitted by a licensed corporation or an associated entity of an intermediary shall contain a statement by the auditor as to whether, in the auditor’s opinion—

(a)

the statement of profit or loss and other comprehensive income and the statement of financial position are in accordance with the records kept by the licensed corporation or the associated entity (as the case may be) under the Securities and Futures (Keeping of Records) Rules (Cap. 571 sub. leg. O) and satisfy the requirements of these Rules;

(b)

the statement of financial position gives a true and fair view of the state of affairs of the licensed corporation or the associated entity (as the case may be) as at the end of the financial year to which it relates;

(c)

the statement of profit or loss and other comprehensive income gives a true and fair view of the profit or loss of the licensed corporation or the associated entity (as the case may be) for the financial year to which it relates;

(d)

in the case of a licensed corporation, each of the returns as referred to in section 3(1)(b) or (2)(b) (as the case may be) is correctly compiled from the records of the licensed corporation or, if not correctly compiled, the nature and extent of the incorrectness;

(e)

in so far as applicable, during the financial year in question, the licensed corporation or the associated entity (as the case may be) had systems of control in place that were adequate to ensure compliance with—

(i)

sections 4, 5, 6, 8(4), 10, 10B, 10C, 10D and 11 of the Securities and Futures (Client Money) Rules (Cap. 571 sub. leg. I); and

(ii)

sections 4(4), 5, 9B, 10(1), 10A(1) and 12 of the Securities and Futures (Client Securities) Rules (Cap. 571 sub. leg. H);

(f)

in so far as applicable, during the financial year in question, the licensed corporation or the associated entity (as the case may be) has complied with—

(i)

sections 3, 3A, 4 and 4A of the Securities and Futures (Keeping of Records) Rules (Cap. 571 sub. leg. O);

(ii)

sections 4, 5, 6, 8(4), 10, 10B, 10C, 10D and 11 of the Securities and Futures (Client Money) Rules (Cap. 571 sub. leg. I); and

(iii)

sections 4(4), 5, 9B, 10(1), 10A(1) and 12 of the Securities and Futures (Client Securities) Rules (Cap. 571 sub. leg. H); and

(g)

in the case of a licensed corporation, there appears to have been any contravention of the Securities and Futures (Financial Resources) Rules (Cap. 571 sub. leg. N) by the licensed corporation during the financial year in question. (L.N. 58 of 2023)

(2)

A licensed corporation or an associated entity of an intermediary (as the case may be) may submit 2 separate auditor’s reports in respect of a financial year, one containing a statement by the auditor concerning the matters referred to in subsection (1)(a), (b) and (c) and the other containing a statement by the auditor concerning the matters referred to in subsection (1)(d), (e), (f) and (g).

5. Matters reportable by auditors under section 157 of the Ordinance

The following provisions are prescribed requirements for the purposes of the definition of prescribed requirement in section 157(3) of the Ordinance—

(a)

sections 3, 3A, 4 and 4A of the Securities and Futures (Keeping of Records) Rules (Cap. 571 sub. leg. O);

(b)

sections 4, 5, 6, 8(4), 10, 10B, 10C, 10D and 11 of the Securities and Futures (Client Money) Rules (Cap. 571 sub. leg. I);

(c)

sections 4(4), 5, 9B, 10(1), 10A(1) and 12 of the Securities and Futures (Client Securities) Rules (Cap. 571 sub. leg. H).

(L.N. 58 of 2023)