HKSI Paper 5 study plan
HKSI Paper 5 · Give each week a clear focus.
8 weeks · About 7 hours per week
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
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
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
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
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
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
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
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