HKSI Paper 5 study materials
HKSI Paper 5 study resources

HKSI Paper 5 study plan

HKSI Paper 5 · Give each week a clear focus.

8 weeks · About 7 hours per week

Week 1

Hong Kong regulatory framework and the Securities and Futures Ordinance & Market misconduct, inside information and enforcement

  • Map the SFC's statutory objectives, functions and the four types of regulated activity relevant to corporate finance work, writing a one-page structure diagram from memory

  • Trace how the Securities and Futures Ordinance, subsidiary legislation, codes and guidelines interlock, and state which instruments are legally binding versus advisory

  • Distinguish the seven categories of market misconduct under the SFO and identify the mental element each requires

  • Explain the inside information disclosure regime: what triggers a disclosure obligation, the safe harbours, and the role of the Market Misconduct Tribunal

Your checkpoint

A two-page regulatory map plus a 20-question self-test on Domain 1 and 8 definitions, scored and error-logged

Week 2

SFC licensing, corporate finance adviser and sponsor regimes

  • Outline the licensing regime: which entities need a licence, corporate versus individual requirements, responsible officers and managers-in-charge

  • Compare the corporate finance adviser regime with the sponsor regime, listing the eligibility, competence and undertaking requirements of each

  • Describe sponsor due diligence obligations through the listing application process and the consequences of failing them

  • Summarise the SFC's disciplinary powers and the fit-and-proper criteria applied to licensees

Your checkpoint

A comparison table of corporate finance adviser versus sponsor obligations, with a 300-word written answer to a mock scenario on sponsor due diligence

Week 3

Listing Rules, the Listing Committee and the Exchange's role & Initial public offerings: eligibility, application, vetting and listing

  • Explain the respective roles of the SFC, the Listing Committee and the Exchange in listing vetting and post-listing supervision

  • Walk through the eligibility tests for a Main Board listing, including the financial tests, management continuity and ownership continuity

  • Sequence the IPO process from appointment of sponsors through submission of the listing application, vetting, hearing and listing

  • Identify the contents and purpose of the listing document and the key disclosure principles behind it

Your checkpoint

A one-page flowchart of the IPO process from sponsor appointment to listing day, annotated with the responsible party at each stage

Week 4

Initial public offerings: eligibility, application, vetting and listing & Post-listing obligations, connected transactions and notifiable transactions

  • Apply the notifiable transaction size tests and classify a set of hypothetical transactions into the correct category

  • Distinguish connected persons from connected transactions and identify the approval and disclosure consequences of each

  • State the continuing obligations of a listed issuer, including periodic reporting, inside information disclosure and dealings restrictions

  • Explain how the Listing Rules treat transactions requiring shareholder approval and the role of independent financial advisers

Your checkpoint

A classification worksheet solving 15 transaction scenarios with the size test applied and the correct category and disclosure route stated for each

Week 5

Takeovers Code and mergers and acquisitions regulation

  • Explain the structure and purpose of the Takeovers Code and identify which transactions it governs

  • Apply the mandatory general offer trigger thresholds and the creeper rule to hypothetical shareholding scenarios

  • Describe the roles of the Executive, the Takeovers Panel and the Takeovers Appeal Committee in enforcing the Code

  • Outline the rules on offer periods, conditions, revisions and the prohibition on frustrating action

Your checkpoint

A worked calculation set of 10 shareholding scenarios determining whether a mandatory general offer obligation arises, with reasoning shown

Week 6

Companies Ordinance requirements, share buy-backs and capital raisings

  • Summarise the Companies Ordinance requirements relevant to share capital, capital maintenance and distributions

  • Explain the procedures and restrictions governing share buy-backs, including on-market and off-market buy-backs and the connected person implications

  • Compare capital raising methods available to a listed issuer and state the approval and disclosure requirements for each

  • Identify the circumstances in which shareholder approval or a specific mandate is required for an issue of shares

Your checkpoint

A one-page decision tree for share buy-backs and share issues showing the approval route and disclosure obligations for each path

Week 7

Market misconduct, inside information and enforcement & Post-listing obligations, connected transactions and notifiable transactions

  • Apply the inside information disclosure obligations to a set of fact patterns and determine whether and when disclosure is required

  • Trace the SFC's investigation and enforcement process from initial enquiry through to disciplinary action or tribunal proceedings

  • Review the interaction between notifiable transaction rules and inside information disclosure timing during a deal

  • Explain the sanctions available under the SFO and the factors that aggravate or mitigate them

Your checkpoint

A written analysis of three enforcement-style fact patterns, each identifying the potential breach, the relevant rule and the likely consequence

Week 8

Hong Kong regulatory framework and the Securities and Futures Ordinance & SFC licensing, corporate finance adviser and sponsor regimes & Listing Rules, the Listing Committee and the Exchange's role & Initial public offerings: eligibility, application, vetting and listing & Post-listing obligations, connected transactions and notifiable transactions & Takeovers Code and mergers and acquisitions regulation & Companies Ordinance requirements, share buy-backs and capital raisings & Market misconduct, inside information and enforcement

  • Complete two full-length timed mock examinations under exam conditions and record the score for each domain

  • Revisit every logged error from weeks 1 to 7 and rewrite the correct rule in your own words

  • Drill the highest-weight domains, takeovers and licensing, until accuracy on those questions exceeds 80 percent

  • Consolidate a one-page summary sheet of thresholds, time limits and approval routes for final revision

Your checkpoint

Two completed mock exams with a domain-by-domain score breakdown and a final one-page threshold and deadline summary sheet

Milestones

Week 2: Can explain from memory the difference between a corporate finance adviser and a sponsor, and list the sponsor's statutory due diligence duties, without notes

Week 4: Scores at least 70 percent on a mixed set of 30 questions covering Domains 3 and 4, and correctly classifies 12 of 15 transaction scenarios

Week 6: Correctly applies the mandatory general offer trigger and creeper rule to all 10 practice scenarios, and states the approval route for buy-backs and share issues without reference material

Week 8: Achieves at least 75 percent overall on both timed mock exams, with no single domain below 65 percent