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Responsible Officer papers · Last updated October 2026

HKSI LE Paper 5: Regulation of Corporate Finance: free practice test

The regulation paper for Responsible Officers of Type 6, advising on corporate finance, taken with Papers 1, 7 and 11. It covers Hong Kong's corporate finance regulatory framework and conduct rules, listing on the SEHK, the Codes on Takeovers and Mergers and Share Buy-backs, and rights issues, convertible securities and share schemes.

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About the Paper 5 exam

The regulation paper for Responsible Officers of Type 6, advising on corporate finance, taken with Papers 1, 7 and 11. It covers Hong Kong's corporate finance regulatory framework and conduct rules, listing on the SEHK, the Codes on Takeovers and Mergers and Share Buy-backs, and rights issues, convertible securities and share schemes.

What's on the exam

Paper 5
Regulatory Structure and Code of Conduct
6 key facts
Listing on the SEHK
7 key facts
Takeovers, Mergers and Share Buy-backs
7 key facts
Convertibles, Rights Issues and Share Schemes
6 key facts

Each branch is a topic in the official outline. Members see every key fact on the full mind map. Read the free study guide →

How to pass the Paper 5 exam

  • 40 questions in 60 minutes: that is 90 seconds each, so keep moving.
  • The pass mark is 70%, so you need 28 out of 40 correct.
  • Learn the Takeovers Code triggers cold: 30% for a mandatory offer and the 2% creeper for holders of 30% to 50%.
  • Match each party to its stage: sponsor and overall coordinator before listing, compliance adviser after listing, Listing Committee for approval.

Save your results and get your Readiness Score

Create a free account after the test: your score by topic, a mistakes bank, the complete study notes for the first topic, flashcards and the HKSI Key Numbers Sheet.

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What's in the premium Paper 5 prep

Premium Paper 5 prep is studied one topic at a time. Each step starts with that topic's key notes and flashcard deck, then its own question sets of 25, so you master one topic before you move to the next. When every topic is strong, the 6 full mock exams show you're ready.

3,000practice questions, every answer explained
6full-length mock exams, 50 questions each, timed
800flashcards with spaced repetition, sorted by topic
60comprehensive key notes across 4 topics

Your step-by-step study path

  1. 1
    Regulatory Structure and Code of Conduct15 key notes, 200 flashcards, then 750 practice questions in 30 sets of 25
    Notes free with an account
  2. 2
    Listing on the SEHK15 key notes, 200 flashcards, then 750 practice questions in 30 sets of 25
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  3. 3
    Takeovers, Mergers and Share Buy-backs15 key notes, 200 flashcards, then 750 practice questions in 30 sets of 25
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  4. 4
    Convertibles, Rights Issues and Share Schemes15 key notes, 200 flashcards, then 750 practice questions in 30 sets of 25
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  5. Final step: 6 full mock exams50 questions each, timed like test day. Pass them, then book your exam.
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Free with an account

Read the complete Paper 5 study notes for “Regulatory Structure and Code of Conduct”

Our first full set of comprehensive notes, about 10 minutes of reading: The legal framework · Who regulates what · Part XV disclosure of interests · Corporate governance · The Corporate Finance Adviser Code of Conduct · The Hong Kong equity capital market, a worked exam example, the traps examiners use and a one-minute recap. Create a free account to read it and see how premium notes work before you decide.

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Study tools included

3,000 practice questions

3,000 exam-style questions per exam, organized topic by topic in sets of 25. Every answer explained, with the rule it comes from.

6 full mock exams

6 full-length timed mock exams per exam, with real question counts and time limits, so test day feels like practice day.

Exam Readiness Score

One 0 to 100 number that tells you when you're ready to book. Reach 80 and you're covered by our Pass Guarantee.

800 flashcards + spaced repetition

800 flashcards per exam, in a deck for each topic, that come back right before you'd forget them. Five minutes a day keeps every number fresh.

60 comprehensive key notes

60 key notes per exam, split across its topics and each explained in full: the concepts, worked exam examples, the traps examiners use and a quick recap. Your first set is free with an account.

Mind maps

See the whole exam on one screen: every topic and the facts under it.

Sample questions with answers

These are the questions in the free test above, with answers. Try the test first. You'll learn more by getting some wrong.

1. In Hong Kong, the Codes on Takeovers and Mergers and Share Buy-backs are administered by:
Answer: The Executive Director of the SFC's Corporate Finance Division (the Executive). The Executive administers the Codes. Disputes go to the Takeovers and Mergers Panel, and appeals from Panel decisions go to the Takeovers Appeal Committee.
2. Under Part XV of the Securities and Futures Ordinance, a person becomes a substantial shareholder of a listed company when the person first holds:
Answer: 5% or more of the voting shares. Part XV of the SFO requires disclosure to the listed company and the SEHK within 3 business days when a person first holds 5% or more of the voting shares, and when crossing whole percentage levels thereafter.
3. The Corporate Finance Adviser Code of Conduct applies to:
Answer: Licensed or registered persons who advise on corporate finance. The Corporate Finance Adviser Code of Conduct sets conduct standards for licensed or registered persons doing Type 6 corporate finance advisory work. Sponsors also follow the sponsor requirements in paragraph 17 of the SFC Code of Conduct.
4. The Corporate Governance Code in the SEHK Listing Rules operates mainly on a:
Answer: 'Comply or explain' basis. Issuers must comply with the code provisions or explain their non-compliance in the corporate governance report. A small number of provisions are mandatory rather than comply-or-explain.
5. Under the SEHK Listing Rules, a sponsor of a Main Board IPO must be appointed no later than:
Answer: 2 months before submitting the listing application. Listing Rule 3A.02 requires at least one sponsor to be appointed at least 2 months before the listing application is submitted, so the sponsor can conduct due diligence and prepare the listing document.
6. A compliance adviser's role after listing is to:
Answer: Advise the issuer on complying with the Listing Rules and related requirements after listing. A Main Board issuer must appoint a compliance adviser from listing until it publishes its financial results for the first full financial year after listing (Listing Rule 3A.19). The adviser guides the issuer on Listing Rules compliance, for example before announcements, notifiable or connected transactions and share issues.
7. Under the delisting rules, the SEHK may cancel the listing of a Main Board company that has been continuously suspended for:
Answer: 18 months. Listing Rule 6.01A sets a fixed period of 18 months of continuous suspension for the Main Board (12 months for GEM), after which the SEHK may cancel the listing.
8. Which of the following is NOT a disciplinary power of the SEHK against a listed issuer or its directors?
Answer: Fining the director personally up to HK$10 million. The SEHK's disciplinary powers include private reprimands, public statements of criticism, public censure, director unsuitability statements and suspension or cancellation of listing. The SEHK cannot impose personal fines.
9. Treasury shares held by a listed issuer:
Answer: Have no voting rights and no dividend rights. Since June 2024 the Listing Rules let issuers hold repurchased shares in treasury where their home law allows it. While held in treasury, the shares carry no voting rights and receive no dividends.
10. A shareholder holds 28% of a listed company and buys a further 3%, taking the holding to 31%. Under the Takeovers Code, this:
Answer: Triggers a mandatory general offer to all other shareholders. Rule 26.1 of the Takeovers Code requires a mandatory offer when a person acquires 30% or more of the voting rights of a company covered by the Code.
11. A shareholder already holds 35% of a listed company. The 'creeper' rule means a mandatory offer is triggered if, within any 12-month period, the shareholder acquires:
Answer: More than 2% of the voting rights. Under Rule 26.1 of the Takeovers Code, a holder of between 30% and 50% who acquires more than 2% of the voting rights in any 12-month period must make a mandatory offer.
12. During an offer period, the board of an offeree company wants to issue new shares to a friendly investor. Under the Takeovers Code, this is a 'frustrating action' unless:
Answer: It is approved by shareholders in general meeting. Rule 4 of the Takeovers Code blocks board actions such as issuing shares or disposing of material assets during an offer period, unless shareholders approve them in general meeting.
13. Under the Share Buy-backs Code, an off-market share buy-back by a company covered by the Code generally requires:
Answer: The Executive's approval, conditional on at least three-fourths of the votes cast by disinterested shareholders. Off-market buy-backs need the Executive's approval, which is conditional on approval by at least three-fourths of the votes cast by disinterested shareholders in general meeting. On-market buy-backs can instead run under a general buy-back mandate under the Listing Rules.
14. A Main Board company proposes a rights issue that would increase its issued shares by more than 50%. Under the Listing Rules, this requires:
Answer: Approval by independent shareholders, with controlling shareholders abstaining. Listing Rule 7.19A requires a rights issue that would increase the issued shares or market capitalisation by more than 50% to be approved by shareholders in general meeting, with controlling shareholders (or directors and the chief executive, if there is no controller) abstaining.
15. Under the Listing Rules on share option schemes, the total number of shares that may be issued under all schemes is generally limited to:
Answer: 10% of the issued shares. Chapter 17 of the Listing Rules caps share option schemes at 10% of the issuer's issued shares, and options must be exercisable within 10 years of grant.

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Paper 5 exam FAQ

How many questions are on the Paper 5 exam?

40 multiple-choice questions, with a time limit of 60 minutes. Format: closed book, computer-based.

What is the passing score for Paper 5?

70%.

How much does the Paper 5 exam cost?

HK$2,000 in Hong Kong (HK$2,450 at overseas Prometric centres). Fees change, so confirm with the HKSI Institute before you enrol.

Which languages is the Paper 5 exam offered in?

English or Traditional Chinese.

Where do I take the Paper 5 exam?

HKSI Institute computer-based test centre in Hong Kong, or Prometric centres outside Hong Kong.

Is this Paper 5 practice test free?

Yes. The 15-question practice test on this page is free, with an explanation for every answer and no signup. A free account also unlocks the complete study notes for the first topic. The full Paper 5 prep is Premium at HK$1,147 a month for this exam.

What's in the premium Paper 5 prep?

3,000 practice questions organized topic by topic (Regulatory Structure and Code of Conduct: 750; Listing on the SEHK: 750; Takeovers, Mergers and Share Buy-backs: 750; Convertibles, Rights Issues and Share Schemes: 750), 6 full-length timed mock exams of 50 questions, 800 flashcards and 60 comprehensive key notes split across all 4 topics, plus a mistakes bank and the Readiness Score.

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Exam details are summarized from the official candidate information available in October 2026. HKSI Institute changes formats and fees, so confirm with Hong Kong Securities and Investment Institute (HKSI Institute) before you book. HKSIMock is not affiliated with the HKSI Institute or the SFC.

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