PrepLicense: HK SFC · Study notes · Paper 16

SFC LE Paper 16: Sponsors (Representatives)

Paper 16 covers the execution side of sponsor work: preparing listing documents, the vetting process, hearings and post-listing duties.

保薦人（代表） · 40 questions / 60 min · 70% to pass

1. Preparing the listing application

The application forms, accountants' report, valuation reports and draft prospectus — and who is responsible for each.

2. Prospectus content requirements

Business, risk factors, financial information, directors and controlling shareholders, and use of proceeds must be covered; any material omission is a misstatement.

3. SEHK and SFC vetting

Under dual filing SEHK leads the vetting while the SFC retains the power to intervene. Know the timetable and process for responding to comments.

4. Listing Committee hearing and approval

Preparing for the hearing, the sponsor's role at it, and how conditional approval and outstanding items are handled.

5. Financial due diligence and the accountants' work

The sponsor must understand the scope and limits of the accountants' report, and independently test material accounting judgements, connected transactions and cash flows.

6. Coordinating issuer and other intermediaries

The sponsor coordinates legal advisers, accountants, valuers and underwriters, and must ensure their findings are properly followed up.

7. Pricing and placing

Book-building, cornerstone arrangements, allocation principles and the clawback mechanism for the public offer.

8. Post-listing obligations

For a period after listing, the sponsor or compliance adviser assists the issuer with disclosure and compliance duties and advises on material matters.

Sources and how to use these notes

These notes are organised around the syllabus areas published by HKSI Institute and are conceptual summaries — use them to build a framework and to revise quickly before the exam. For specific provisions, numeric thresholds and question weightings, rely on the latest official HKSI study material and the SFC source texts.

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