PrepLicense: HK SFC · Study notes · Paper 5
SFC LE Paper 5: Regulation of Corporate Finance
Paper 5 covers the regulation of corporate finance: the listing regime, issuer and sponsor duties, the Companies Ordinance and disciplinary procedures.
1. Corporate governance
Directors' fiduciary duties, board composition and the roles of independent non-executive directors and the audit committee are the starting point for corporate finance regulation.
2. Relevant laws
The SFO, the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance together govern offering and listing conduct — know which applies where.
3. Relevant regulations and the Listing Rules
The Listing Rules are contractual rather than statutory but bind issuers, covering listing eligibility, continuing obligations, connected transactions and notifiable transactions.
4. Character of the Hong Kong IPO market
The positioning of Main Board versus GEM, and the various routes to listing — new listing, introduction, secondary listing — and their conditions form the practical backbone of this paper.
5. Roles and responsibilities of SEHK
SEHK vets listing applications and monitors continuing compliance, while the SFC retains powers under the dual filing regime.
6. Issuers' roles and responsibilities
Issuers must ensure the prospectus contains no misstatement, disclose inside information on time, and comply with connected transaction and shareholding disclosure requirements.
7. Companies Ordinance
Prospectus content requirements, issue and registration formalities, and civil and criminal liability for misstatement are heavily examined.
8. Disciplinary proceedings
Know the separate disciplinary processes of SEHK and the SFC, the sanctions available to each, and the appeal and review routes.
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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