HKSI Paper 11 study plan
HKSI Paper 11 · Give each week a clear focus.
8 weeks · About 7 hours per week
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.
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.
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.
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.
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.
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.
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.
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.