HKSI Paper 11 study materials
HKSI Paper 11 study resources

HKSI Paper 11 study plan

HKSI Paper 11 · Give each week a clear focus.

8 weeks · About 7 hours per week

Week 1

Hong Kong listing regime and Listing Rules requirements & Notifiable transactions, connected transactions and major transactions

  • Map the Hong Kong listing regime end to end: state who issues the Listing Rules, how the Exchange's dual-filing role with the SFC works, and where the Takeovers Code sits relative to both.

  • Distinguish notifiable transaction categories (share transaction, discloseable, major, very substantial acquisition) by computing each percentage ratio from a supplied set of issuer and target figures.

  • Identify connected persons under the Listing Rules and classify a set of 15 short fact patterns as connected or not connected, writing the reason for each.

  • Explain the independent shareholder approval and circular requirements that attach to connected transactions and to major transactions above the 25% threshold.

Your checkpoint

A one-page decision tree plus a 15-item classification table scoring at least 13/15 correct on connected-person status and transaction category.

Week 2

Hong Kong listing regime and Listing Rules requirements & Notifiable transactions, connected transactions and major transactions

  • Apply the aggregation rules to successive acquisitions within 12 months and show how a series of small deals can tip an issuer into a higher transaction class.

  • Draft the disclosure skeleton for a major transaction circular, listing each required section and the specific figure or statement that must appear in it.

  • Work through the connected transaction exemption routes (de minimis thresholds, intra-group, financial assistance) and decide which route applies to four worked examples.

  • Summarise the continuing obligations that follow a notifiable transaction, including notification, publication and shareholder approval sequencing.

Your checkpoint

A model circular outline for a hypothetical major and connected transaction, with every mandatory section labelled and the aggregation calculation shown step by step.

Week 3

Equity fundraising: IPOs, placings, rights issues and open offers & Hong Kong listing regime and Listing Rules requirements

  • Sequence a Main Board IPO from engagement of sponsors to listing, naming the key submission, vetting and hearing stages and what triggers each.

  • Compare placing, rights issue, open offer and preferential offering mechanics on pricing, shareholder approval, underwriting and dilution.

  • Calculate the dilutive effect and theoretical ex-rights price for a rights issue and an open offer using supplied share counts and subscription prices.

  • State the sponsor's statutory and Listing Rule obligations, including due diligence standards and the consequences of failing them.

Your checkpoint

A spreadsheet or written worked set of four fundraising scenarios, each with TERP, dilution percentage and the approval route required, with all arithmetic shown.

Week 4

Takeovers, mergers and share buy-backs under the Takeovers Code & Equity fundraising: IPOs, placings, rights issues and open offers

  • Explain the mandatory general offer trigger at 30% and the creeper rule up to 50%, and apply both to five shareholding-change scenarios.

  • Identify when a whitewash waiver is available, who must approve it, and what the independent financial adviser must opine on.

  • Outline the timetable and announcement obligations once a possible offer is leaked or a firm intention to make an offer is announced.

  • Describe the share buy-back routes available to a listed issuer and the connected-person and price-limit constraints on each.

Your checkpoint

A takeover scenario answer covering trigger analysis, waiver availability, IFA opinion scope and a day-by-day obligation timeline, marked against a self-written checklist.

Week 5

Takeovers, mergers and share buy-backs under the Takeovers Code & Corporate restructuring, schemes of arrangement and delisting

  • Distinguish a scheme of arrangement from a contractual offer on voting thresholds, court involvement and treatment of dissenting shareholders.

  • Sequence the scheme process from the company's application to the court meeting through sanction and registration, noting creditor schemes as a separate track.

  • Explain the delisting framework, including trading suspension triggers, the remediation period and the criteria the Exchange applies before resuming or cancelling listing.

  • Analyse a restructuring that combines a capital reorganisation, a scheme and a whitewash waiver, and identify the approval sequence across all three.

Your checkpoint

A two-page comparison and process map for takeover versus scheme versus delisting, including a worked approval sequence for a combined restructuring.

Week 6

Valuation methodologies and financial analysis & Debt and structured finance, including bonds and convertible instruments

  • Build a discounted cash flow valuation from supplied free cash flow projections, choosing and justifying the discount rate and terminal growth assumption.

  • Apply the comparable company method using price-to-earnings, EV/EBITDA and price-to-book multiples, and explain why the three can give different answers.

  • Value a convertible bond by separating the straight-bond floor from the equity option component, and explain the effect of conversion price resets.

  • Explain the key terms of a bond issue, including coupon structure, covenants, ranking and subordination, and how each affects pricing.

Your checkpoint

A valuation pack with one DCF, one comparables table and one convertible bond floor calculation, each with stated assumptions and a sensitivity range.

Week 7

Regulatory framework and corporate finance advisory standards & Professional ethics and conflicts of interest in corporate finance

  • Map the regulatory bodies that touch corporate finance work and state which one licenses, which one investigates and which one sets conduct expectations.

  • Apply the conflicts of interest rules to an adviser that also holds a client relationship with the counterparty, and set out the disclosure and Chinese wall measures required.

  • Identify the situations in which an adviser must decline an engagement, and explain the difference between managing a conflict and avoiding it.

  • Work through confidentiality, inside information and market abuse scenarios and state the correct action at each decision point.

Your checkpoint

A conflicts and ethics decision log covering eight scenarios, each with the identified conflict, the rule engaged, the action taken and the reason.

Week 8

Regulatory framework and corporate finance advisory standards & Hong Kong listing regime and Listing Rules requirements & Equity fundraising: IPOs, placings, rights issues and open offers & Notifiable transactions, connected transactions and major transactions & Takeovers, mergers and share buy-backs under the Takeovers Code & Valuation methodologies and financial analysis & Debt and structured finance, including bonds and convertible instruments & Corporate restructuring, schemes of arrangement and delisting & Professional ethics and conflicts of interest in corporate finance

  • Re-test every domain with timed mixed question sets and log each error by domain and error type.

  • Re-derive the percentage ratio calculations, TERP and dilution formulas from memory without notes.

  • Rewrite the weakest two domain summaries from weeks 1 to 7 in your own words, checking each against the source materials.

  • Complete two full-length timed mock papers under exam conditions and review every incorrect answer.

Your checkpoint

An error log showing at least two full mock results, the domain breakdown of each, and a written remediation note for every recurring error.

Milestones

Week 2: Classify 20 mixed transaction scenarios with at least 17 correct, and produce a circular outline with no missing mandatory section.

Week 4: Score at least 75% on a 40-question set drawn only from Domains 3, 4 and 5, with takeover trigger arithmetic all correct.

Week 6: Complete the valuation pack unaided and explain each method's limits in writing within the time budget.

Week 8: Achieve at least 70% on both timed mock papers, with no single domain below 60% and every logged error closed out.