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Sponsor and takeovers papers · Last updated October 2026

HKSI LE Paper 15: Sponsors (Principals): free practice test

LE Paper 15 is the Principals' paper for licensed individuals who supervise sponsor work (IPO sponsorship) under regulated activity Type 6. It covers the same syllabus as Paper 16 but leans towards the Principal's perspective: overseeing the transaction team, sponsor responsibilities and judgment calls across the sponsor regime, the Listing Rules, the IPO process and due diligence.

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About the Paper 15 exam

LE Paper 15 is the Principals' paper for licensed individuals who supervise sponsor work (IPO sponsorship) under regulated activity Type 6. It covers the same syllabus as Paper 16 but leans towards the Principal's perspective: overseeing the transaction team, sponsor responsibilities and judgment calls across the sponsor regime, the Listing Rules, the IPO process and due diligence.

What's on the exam

Paper 15
General Framework
6 key facts
Listing Rules and the IPO Process
6 key facts
Preparing an IPO Assignment
6 key facts
Preparing a Listing Application
6 key facts
Due Diligence
6 key facts
After Prospectus Issuance
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 15 exam

  • 40 questions in 60 minutes: 90 seconds each. Keep moving.
  • 70% pass mark means 28 of 40 correct, so you can only miss 12.
  • Read every scenario as the supervising Principal: who oversees what, who signs off, and when you must escalate concerns to HKEX or the SFC.
  • Know paragraph 17 of the Code of Conduct cold: Principal supervision of every Transaction Team, professional scepticism, verification and independence come up again and again.

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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 15 prep

Premium Paper 15 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 6 topics

Your step-by-step study path

  1. 1
    General Framework10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25
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  2. 2
    Listing Rules and the IPO Process10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25
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  3. 3
    Preparing an IPO Assignment10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25
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  4. 4
    Preparing a Listing Application10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25
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  5. 5
    Due Diligence10 key notes, 130 flashcards, then 500 practice questions in 20 sets of 25
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  6. 6
    After Prospectus Issuance10 key notes, 130 flashcards, then 500 practice questions in 20 sets of 25
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  7. Final step: 6 full mock exams50 questions each, timed like test day. Pass them, then book your exam.
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Read the complete Paper 15 study notes for “General Framework”

Our first full set of comprehensive notes, about 10 minutes of reading: Background to the sponsor regime · Going public and the sponsor's role · Licensing and registration requirements · The rulebook for sponsor work · Related roles in a listing · Who polices what: HKEX and the SFC, 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, acting as a sponsor in an IPO is classified under the Securities and Futures Ordinance (SFO) as:
Answer: Regulated activity Type 6 (advising on corporate financing). Sponsor work is corporate finance advice and falls under Type 6 (advising on corporate financing) in Schedule 5 to the SFO. A firm and its staff doing sponsor work must be licensed or registered for Type 6.
2. The SFC's specific conduct requirements for sponsors are set out in:
Answer: Paragraph 17 of the SFC Code of Conduct, with the Sponsor Guidelines (Appendix A to the Guidelines on Competence). Sponsor conduct is governed by paragraph 17 of the Code of Conduct for Persons Licensed by or Registered with the SFC, in force since 1 October 2013, together with the Sponsor Guidelines, which set eligibility and Principal requirements. The Corporate Finance Adviser Code of Conduct applies to corporate finance advice generally.
3. Under the dual filing regime, a listing applicant's application and listing documents are:
Answer: Submitted to the SEHK, which passes copies to the SFC under the Securities and Futures (Stock Market Listing) Rules. Under the Securities and Futures (Stock Market Listing) Rules, applicants submit their application and listing documents to the SEHK, which passes copies to the SFC. The SFC can then raise comments or object to a listing, while the SEHK remains the front-line listing regulator.
4. For a Main Board initial listing under the profit-based entry criteria, a listing applicant's trading record period is:
Answer: At least three financial years, with management continuity for those years and ownership continuity for at least the most recent audited financial year. Main Board Rule 8.05 requires a trading record of at least three financial years, management continuity for at least those three years, and ownership continuity and control for at least the most recent audited financial year.
5. In a typical Hong Kong IPO, the clawback mechanism:
Answer: Reallocates shares from the placing tranche to the public offer tranche when the public offer is heavily oversubscribed. Hong Kong IPOs commonly split the offering between a placing tranche and a public offer tranche. If the public offer is heavily oversubscribed, shares are clawed back from the placing tranche to increase the public allocation, as set out in the prospectus.
6. Price stabilization activities carried out after an IPO listing are:
Answer: Permitted within limits, under the price stabilization rules made under the SFO, if disclosed in the listing document. Stabilization is lawful only if it is carried out in accordance with the price stabilization rules made under the SFO, within the stated period and price limits, and the prospectus must disclose the possibility of stabilization. Stabilization outside those rules can amount to market manipulation.
7. Under paragraph 17 of the Code of Conduct, for each listing assignment a sponsor must:
Answer: Appoint at least one Principal to supervise the Transaction Team. Paragraph 17.11(c) requires at least one Principal to supervise the Transaction Team on each listing assignment, and the firm itself must have at least two eligible Principals under the Sponsor Guidelines. The SFC's January 2026 circular treats a Principal on six or more active listing engagements as generally having strained resources.
8. A sponsor's senior management is invited to take on a new IPO mandate. Before accepting, the sponsor should first:
Answer: Vet the mandate, including the applicant's suitability, potential conflicts of interest, the sponsor's independence and available resources and systems. Sponsors must have procedures for vetting proposed new mandates before acceptance. The vetting covers the applicant's suitability, conflicts of interest, the firm's independence, and whether the firm has the resources, systems and controls to execute the transaction properly.
9. Two sponsors are jointly appointed for a listing. Each sponsor:
Answer: Must perform its own due diligence and cannot abrogate its responsibility to the other sponsor. Where multiple sponsors are appointed, each sponsor must individually meet all sponsor standards, including conducting its own due diligence. One sponsor cannot dilute or share away its responsibilities by relying on the work of a co-sponsor.
10. A sponsor's parent company holds a substantial equity interest in the listing applicant, which it intends to retain through listing. The sponsor should:
Answer: Act only if at least one other sponsor is independent, and disclose its own lack of independence. Listing Rule 3A.07 requires at least one sponsor to be independent of the applicant. A sponsor whose group has a material interest in the applicant is not independent, so it can only act alongside an independent sponsor and must disclose its lack of independence.
11. During a listing application, the sponsor becomes aware of information suggesting the applicant has seriously breached a material contract, and management refuses to disclose it. The sponsor should:
Answer: Raise the issue with the applicant and its board, and, if the concerns remain unresolved, disclose those concerns to the Exchange and/or the SFC. A sponsor's duty to the regulators goes behind its duty to the client. It must raise the matter with the applicant and its board, and where serious concerns remain unresolved it must inform HKEX and/or the SFC. Staying silent to protect the client is not an option for a sponsor.
12. Adopting professional scepticism when conducting sponsor due diligence means the sponsor should:
Answer: Maintain a questioning mind, corroborate management's assertions with independent evidence and investigate any inconsistencies. Professional scepticism is a cornerstone of the sponsor regime. The sponsor should not accept management representations without corroboration, should look for evidence independent of management, and should pursue red flags and inconsistencies to a conclusion.
13. Regarding an expert's report included in a listing document, the sponsor:
Answer: Should place reasonable reliance on the expert only after assessing the expert's competence, independence and the scope of the work, and must still exercise its own judgement. A sponsor may rely on experts such as valuers and industry consultants, but only reasonably: it must assess the expert's competence, independence and the scope of the work, and check consistency with the rest of the listing document. Reliance on experts does not discharge the sponsor's own due diligence responsibilities.
14. Under the Listing Rules, a compliance adviser's appointment period runs:
Answer: From the date of listing until the issuer publishes its financial results for the first full financial year after listing. Listing Rule 3A.19 requires a newly listed issuer to appoint a compliance adviser from the date of listing until it publishes its financial results for the first full financial year after listing. During that period the compliance adviser advises on compliance with the Listing Rules and provides guidance on the Exchange's decisions.
15. If the SFC finds that a sponsor's due diligence on an IPO was seriously deficient, the likely consequence for the sponsor is:
Answer: Disciplinary action by the SFC, which may include fines, and suspension or revocation of licence. The SFC has brought disciplinary actions against sponsors for deficient due diligence, imposing substantial fines and, in serious cases, suspending or revoking licences or banning firms from sponsor work. Those responsible for a defective prospectus can also face civil and criminal liability.

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Certification guide

Which HKSI papers do you need?: To become an SFC licensed representative (or a relevant individual at a bank), you usually pass three HKSI Licensing Examination papers: Paper 1 on regulation, Paper 7 on financial markets, and one paper for your regulated activity. Here's which one.

Paper 15 exam FAQ

How many questions are on the Paper 15 exam?

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

What is the passing score for Paper 15?

70%.

How much does the Paper 15 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 15 exam offered in?

English or Traditional Chinese.

Where do I take the Paper 15 exam?

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

Is this Paper 15 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 15 prep is Premium at HK$1,147 a month for this exam.

What's in the premium Paper 15 prep?

3,000 practice questions organized topic by topic (General Framework: 500; Listing Rules and the IPO Process: 500; Preparing an IPO Assignment: 500; Preparing a Listing Application: 500; Due Diligence: 500; After Prospectus Issuance: 500), 6 full-length timed mock exams of 50 questions, 800 flashcards and 60 comprehensive key notes split across all 6 topics, plus a mistakes bank and the Readiness Score.

Compare Paper 15 with other HKSI papers

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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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