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HKSI Paper 15 & 16 (Sponsors Principals & Representatives) English Free Trial Set Two
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Question 1 of 20
1. Question
What is the required minimum percentage for a public float?
I. Less than 25%
II. Less than 50%
III. Atleast 25%
IV. 80%Correct
An issuer must, on admission to listing, and on a continuous basis thereafter, comply with the required minimum public float. The required percentage is generally not less than 25%.
Incorrect
An issuer must, on admission to listing, and on a continuous basis thereafter, comply with the required minimum public float. The required percentage is generally not less than 25%.
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Question 2 of 20
2. Question
In which of the following cases does the SEHK permit further issues of shares or securities convertible into equity securities of a listed issuer within six months of listing?
I. Consolidation or sub-division of shares.
II. The exercise of conversion rights attaching to warrants issued as part of the IPO.
III. The issue of shares or securities to be traded on the Main Board by a listed issuer that has transferred its listing from GEM to the Main Board.
IV. The issue of shares or securities pursuant to an agreement entered into before the commencement of dealing and disclosed in the issuer’s listing document.Correct
The SEHK does not permit further issues of shares or securities convertible into equity securities of a listed issuer within six months of listing except for:
1. The exercise of conversion rights attaching to warrants issued as part of the IPO;
2. Any capitalisation issue, capital reduction or consolidation or sub-division of shares;
3. The issue of shares or securities pursuant to an agreement entered into before the commencement of dealing and disclosed in the issuer’s listing document;
4. The issue of shares or securities to be traded on the Main Board by a listed issuer that has successfully transferred its listing from GEM to the Main Board.Incorrect
The SEHK does not permit further issues of shares or securities convertible into equity securities of a listed issuer within six months of listing except for:
1. The exercise of conversion rights attaching to warrants issued as part of the IPO;
2. Any capitalisation issue, capital reduction or consolidation or sub-division of shares;
3. The issue of shares or securities pursuant to an agreement entered into before the commencement of dealing and disclosed in the issuer’s listing document;
4. The issue of shares or securities to be traded on the Main Board by a listed issuer that has successfully transferred its listing from GEM to the Main Board. -
Question 3 of 20
3. Question
Which of the following statements is true?
I. Commercial due diligence is primarily concerned with an in-depth understanding of the business of the company.
II. Senile due diligence is necessary for old companies.
III. The main purpose of commercial due diligence is to establish the reality, sustainability and suitability for listing of the business.
IV. Commercial due diligence should include site visits and interviews with third parties.Correct
The main purpose of commercial due diligence is to establish the reality, sustainability and suitability for listing of the business so that it can accurately be described in the listing document, with no material omissions. Such investigations will then feed into the equity story to be marketed to investors by the underwriting syndicate.
Commercial due diligence should also include site visits, as well as interviews with third parties, such as key suppliers or customers and other major business partners.Incorrect
The main purpose of commercial due diligence is to establish the reality, sustainability and suitability for listing of the business so that it can accurately be described in the listing document, with no material omissions. Such investigations will then feed into the equity story to be marketed to investors by the underwriting syndicate.
Commercial due diligence should also include site visits, as well as interviews with third parties, such as key suppliers or customers and other major business partners. -
Question 4 of 20
4. Question
Regarding the ICG, which of the following is true?
I. It only applies to sponsors
II. It is concerned with key areas of business controls.
III. It means Internal Control Guidelines.
IV. It makes regulatory provisions for the CFA code.Correct
The Internal Control Guidelines (ICG) applies to all persons licensed by or registered with the SFC. It is concerned with the key areas of business controls.
Incorrect
The Internal Control Guidelines (ICG) applies to all persons licensed by or registered with the SFC. It is concerned with the key areas of business controls.
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Question 5 of 20
5. Question
Which is the following characteristics may lead to the questioning of the suitability of a listing applicant?
I. Large market capitalization.
II. If it involves listing expenses disproportionate to fund raising.
III. If it has little or no external funding at the pre-listing stage.
IV. If it is an asset-light business where a majority of the assets are liquid and/or current assets.Correct
The following set of characteristics may cause the suitability of a listing applicant to be questioned:
1. small market capitalisation;
2. involves a pure trading business with a high concentration of customers;
3. is an asset-light business where a majority of the assets are liquid and/or current assets;
4. has little or no external funding at the pre-listing stage.Incorrect
The following set of characteristics may cause the suitability of a listing applicant to be questioned:
1. small market capitalisation;
2. involves a pure trading business with a high concentration of customers;
3. is an asset-light business where a majority of the assets are liquid and/or current assets;
4. has little or no external funding at the pre-listing stage. -
Question 6 of 20
6. Question
In which of the following circumstances can the minimum public float be reduced to between 15% and 25%?
I. For listing applicants with an expected market capitalisation of more than HK$10 billion.
II. For listing applicants with an expected market capitalisation of more than HK$5 billion.
III. For listing applicants with an expected market capitalisation of less than HK$10 billion.
IV. For listing applicants with an expected market capitalisation of less than HK$5 billion.Correct
The minimum public float may be reduced, on application, for listing applicants with an expected market capitalisation of more than HK$10 billion. The level may, subject to conditions, be reduced to between 15% and 25%.
Incorrect
The minimum public float may be reduced, on application, for listing applicants with an expected market capitalisation of more than HK$10 billion. The level may, subject to conditions, be reduced to between 15% and 25%.
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Question 7 of 20
7. Question
The following statements are false about cornerstone investors, excluding:
I. They could be major institutional fund management companies.
II. They were introduced to enhance popularity and investors’ confidence.
III. The major benefit available to cornerstone investors is a reduced sanctions.
IV. They could be major sovereign wealth funds.Correct
Cornerstone investors are generally major institutional fund management companies, sovereign wealth funds or tycoons, and are introduced to an IPO to provide added confidence to other investors in an investment in the company. Under these arrangements, cornerstone investors receive a guaranteed allocation of shares under the placing tranche at the final offer price. The main aim is to enhance popularity and investors’ confidence. The major benefit available to cornerstone investors is a guaranteed allocation.
Incorrect
Cornerstone investors are generally major institutional fund management companies, sovereign wealth funds or tycoons, and are introduced to an IPO to provide added confidence to other investors in an investment in the company. Under these arrangements, cornerstone investors receive a guaranteed allocation of shares under the placing tranche at the final offer price. The main aim is to enhance popularity and investors’ confidence. The major benefit available to cornerstone investors is a guaranteed allocation.
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Question 8 of 20
8. Question
Which of the following is true about the black-out period?
I. It is the period within the first eighty days after listing.
II. News flow is scarce withing this period.
III. Underwriters are unable to publish research reports in this period.
IV. It is the period within the first sixty days after listing.Correct
At the time an IPO is launched, investors may refer to disclosures made in the listing document-cum-prospectus with respect to their investment decisions. This includes existing shareholders (those who are not subject to a lock-up) as well as new investors. This is particularly the case in the first 40 days after listing, where news flow is often scarce as the underwriters are generally unable to publish research reports in what is termed a “quiet” or “black-out” period, and as time is needed for other licensed corporations or registered institutions to initiate research coverage of the newly listed company.
Incorrect
At the time an IPO is launched, investors may refer to disclosures made in the listing document-cum-prospectus with respect to their investment decisions. This includes existing shareholders (those who are not subject to a lock-up) as well as new investors. This is particularly the case in the first 40 days after listing, where news flow is often scarce as the underwriters are generally unable to publish research reports in what is termed a “quiet” or “black-out” period, and as time is needed for other licensed corporations or registered institutions to initiate research coverage of the newly listed company.
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Question 9 of 20
9. Question
Through which of the following ways can a listing applicant secure commitments from investors to raise financing ahead of the launch of their IPO?
I. Pre-IPO investors may provide funding in exchange for a stake in the capital of the issuer once it becomes listed.
II. Funds from borderline investors.
III. Commitments from cornerstone investors who agree to subscribe for a guaranteed allocation of shares at the offer price.
IV. The SEHK can provide the needed funds to companies that satisfy their regulatory requirements.Correct
Listing applicants may secure commitments from investors to raise financing ahead of the formal launch of their IPOs. This can be done in several ways. Firstly, pre-IPO investors may provide funding in exchange for a stake in the capital of the issuer once it becomes listed.
Secondly, a listing applicant may also secure commitments from cornerstone investors who agree to subscribe for a guaranteed allocation of shares at the offer price.Incorrect
Listing applicants may secure commitments from investors to raise financing ahead of the formal launch of their IPOs. This can be done in several ways. Firstly, pre-IPO investors may provide funding in exchange for a stake in the capital of the issuer once it becomes listed.
Secondly, a listing applicant may also secure commitments from cornerstone investors who agree to subscribe for a guaranteed allocation of shares at the offer price. -
Question 10 of 20
10. Question
The sponsor will need to identify who are to be regarded as controlling shareholders in view of the following considerations excluding:
I. Satisfying the ownership continuity and control requirement.
II. Disclosing interests in competing businesses.
III. The independence of directors as regards INED status.
IV. The suitability of the listing applicant.Correct
The sponsor will need to identify who are to be regarded as controlling shareholders in view of both pre-listing and post-listing considerations including: satisfying the ownership continuity and control requirement, disclosing interests in competing businesses, the independence of directors as regards INED status, the suitability of the listing applicant, as well as lock-ups, competing interests and independence, and continuing connected transactions.
Incorrect
The sponsor will need to identify who are to be regarded as controlling shareholders in view of both pre-listing and post-listing considerations including: satisfying the ownership continuity and control requirement, disclosing interests in competing businesses, the independence of directors as regards INED status, the suitability of the listing applicant, as well as lock-ups, competing interests and independence, and continuing connected transactions.
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Question 11 of 20
11. Question
What is the central role of a sponsor?
I. To obtain significant information about the listing applicant.
II. To serve as an intermediary between the listing applicant and the SEHK.
III. To advise and guide a listing applicant in its preparation for listing.
IV. To gain adequate knowledge of the listing rules and relate with the SEHK accordingly.Correct
The central role of a sponsor is to advise and guide a listing applicant in its preparation for listing.
Incorrect
The central role of a sponsor is to advise and guide a listing applicant in its preparation for listing.
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Question 12 of 20
12. Question
The ESG is concerned with two subject areas. The social aspect of this guide covers the following excluding:
I. Supply chain management
II. Project management technology
III. Community engagement
IV. Anti-corruption measuresCorrect
The social subject area of the ESG covers: policies and compliance with matters concerning labour (such as employment laws, health and safety and development and training), supply chain management, product responsibility, anti-corruption measures and community engagement.
Incorrect
The social subject area of the ESG covers: policies and compliance with matters concerning labour (such as employment laws, health and safety and development and training), supply chain management, product responsibility, anti-corruption measures and community engagement.
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Question 13 of 20
13. Question
According to the SFC, how many types of market misconduct are there?
I. 4
II. 5
III. 8
IV. 6Correct
The SFO defines six types of market misconduct that may lead to either administrative proceedings or criminal proceedings.
Incorrect
The SFO defines six types of market misconduct that may lead to either administrative proceedings or criminal proceedings.
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Question 14 of 20
14. Question
What are the reasons for vetting a sponsor opportunity?
I. To clear any conflicts that might arise from the assignment and assess its own independence from the listing applicant
II. to assess, on a preliminary basis, the fitness for listing of the proposed candidate
III. To satisfy the general know your client requirements through which a sponsor obtains all the relevant information necessary for taking a client on-board
IV. To discuss the terms of, and staffing for, the transaction.Correct
There are several purposes of such a vetting process:
1. to satisfy the general KYC (know your client) requirements through which a sponsor obtains all the relevant information necessary for taking a client on-board, including checks in relation to anti-corruption and money laundering issues;
2. to clear any conflicts that might arise from the assignment and assess its own independence from the listing applicant;
3. to assess, on a preliminary basis, the fitness for listing of the proposed candidate, which will be subject to more detailed due diligence investigations later; and
4. to discuss the terms of, and staffing for, the transaction.Incorrect
There are several purposes of such a vetting process:
1. to satisfy the general KYC (know your client) requirements through which a sponsor obtains all the relevant information necessary for taking a client on-board, including checks in relation to anti-corruption and money laundering issues;
2. to clear any conflicts that might arise from the assignment and assess its own independence from the listing applicant;
3. to assess, on a preliminary basis, the fitness for listing of the proposed candidate, which will be subject to more detailed due diligence investigations later; and
4. to discuss the terms of, and staffing for, the transaction. -
Question 15 of 20
15. Question
The following statements are true, excluding:
I. New sponsor mandates should be evidenced through engagement letters.
II. The authority of a sponsor must be absolute in order for it to prepare a listing applicant for listing.
III. A key component of the work of sponsors is interacting with the SEHK and, sometimes, with the SFC.
IV. Principals are not usually assisted by other licensed representatives and Transaction Team members.Correct
New mandates should be evidenced through engagement letters.
The authority of a sponsor must be absolute in order for it to prepare a listing applicant for listing.
A key component of the work of sponsors is interacting with the SEHK and, sometimes, with the SFC.
Principals are usually assisted by other licensed representatives and Transaction Team members.Incorrect
New mandates should be evidenced through engagement letters.
The authority of a sponsor must be absolute in order for it to prepare a listing applicant for listing.
A key component of the work of sponsors is interacting with the SEHK and, sometimes, with the SFC.
Principals are usually assisted by other licensed representatives and Transaction Team members. -
Question 16 of 20
16. Question
The following are recommended best practices contained in the CG Code except:
I. The board should evaluate its performance regularly.
II. The audit committee should establish a whistleblowing policy.
III. A significant proportion of executive directors’ remuneration should link rewards to corporate and individual performance.
IV. Details of remuneration payable to members of senior management should be disclosed in annual reports.Correct
Recommended best practices include the following:
1. a significant proportion of executive directors’ remuneration should link rewards to corporate and individual performance;
2. details of remuneration payable to members of senior management, on an individual and named basis, should be disclosed in annual reports;
3. the board should evaluate its performance regularly; and
4. the audit committee should establish a whistleblowing policy and a system for employees and those who deal with the issuer (e.g. customers and suppliers) to raise concerns, in confidence, with the audit committee about possible improprieties in any matter related to the issuer.Incorrect
Recommended best practices include the following:
1. a significant proportion of executive directors’ remuneration should link rewards to corporate and individual performance;
2. details of remuneration payable to members of senior management, on an individual and named basis, should be disclosed in annual reports;
3. the board should evaluate its performance regularly; and
4. the audit committee should establish a whistleblowing policy and a system for employees and those who deal with the issuer (e.g. customers and suppliers) to raise concerns, in confidence, with the audit committee about possible improprieties in any matter related to the issuer. -
Question 17 of 20
17. Question
The following statements in regards to sponsors are accurate with the exception of?
Correct
Sponsors effectively act as the principal gatekeepers of market quality in a listing exercise.
A sponsor must be a licensed corporation or a registered institution holding a Type 6 licence or registration.
A sponsor is expressly made responsible under the Listing Rules for preparing the company for listing, for lodging the formal listing application and all supporting documents with the SEHK and the SFC, and for dealing with the SEHK on all matters arising in connection with the application.Incorrect
Sponsors effectively act as the principal gatekeepers of market quality in a listing exercise.
A sponsor must be a licensed corporation or a registered institution holding a Type 6 licence or registration.
A sponsor is expressly made responsible under the Listing Rules for preparing the company for listing, for lodging the formal listing application and all supporting documents with the SEHK and the SFC, and for dealing with the SEHK on all matters arising in connection with the application. -
Question 18 of 20
18. Question
An employee of the SFC, an authorised person or an investigator may, in appropriate circumstances, apply to a magistrate for the issue of which of the following warrant(s)?
I. Warrant authorising the specified persons to search for, seize and remove any relevant documents.
II. Warrant prohibiting any person to erase or alter or remove any relevant documents.
III. Warrant requiring any person on the premises to produce any relevant documents.
IV. Warrant authorising specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within seven days.Correct
An employee of the SFC, an authorised person or an investigator may, in appropriate circumstances, apply to a magistrate for the issue of a warrant:
(a) authorising specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within seven days;
(b) requiring any person on the premises to produce any relevant documents;
(c) prohibiting any person to erase or alter or remove any relevant documents; and
(d) authorising the specified persons to:
(i) search for, seize and remove any relevant documents; and
(ii) retain such documents for six months, a period which may be extended (s. 191, SFO)Incorrect
An employee of the SFC, an authorised person or an investigator may, in appropriate circumstances, apply to a magistrate for the issue of a warrant:
(a) authorising specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within seven days;
(b) requiring any person on the premises to produce any relevant documents;
(c) prohibiting any person to erase or alter or remove any relevant documents; and
(d) authorising the specified persons to:
(i) search for, seize and remove any relevant documents; and
(ii) retain such documents for six months, a period which may be extended (s. 191, SFO) -
Question 19 of 20
19. Question
Under s. 107, SFO, it is a criminal offence punishable by fine and/or imprisonment for a person to make any fraudulent or reckless misrepresentation for the purpose of inducing another person to do which of the following?
I. Acquire an interest in or participate in, or offer to acquire an interest in or participate in a Multilevel market investment scheme.
II. Enter into or offer to enter into a regulated investment agreement or an agreement to acquire, dispose of, subscribe for or underwrite any other structured product.
III. Acquire an interest in or participate in, or offer to acquire an interest in or participate in, a collective investment scheme.
IV. Enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities.Correct
Under s. 107, SFO, it is a criminal offence punishable by fine and/or imprisonment for a person to make any fraudulent or reckless misrepresentation for the purpose of inducing another person to:
(a) enter into or offer to enter into (i) an agreement to acquire, dispose of, subscribe for or underwrite securities, or (ii) a regulated investment agreement or an agreement to acquire, dispose of, subscribe for or underwrite any other structured product; or
(b) acquire an interest in or participate in, or offer to acquire an interest in or participate in, a collective investment scheme (“CIS”).Incorrect
Under s. 107, SFO, it is a criminal offence punishable by fine and/or imprisonment for a person to make any fraudulent or reckless misrepresentation for the purpose of inducing another person to:
(a) enter into or offer to enter into (i) an agreement to acquire, dispose of, subscribe for or underwrite securities, or (ii) a regulated investment agreement or an agreement to acquire, dispose of, subscribe for or underwrite any other structured product; or
(b) acquire an interest in or participate in, or offer to acquire an interest in or participate in, a collective investment scheme (“CIS”). -
Question 20 of 20
20. Question
Where the sponsor has concerns regarding the reliability of information provided by the expert, it should, with a view to cover the information in doubt by doing which of the following?
I. Engage a legal adviser to confirm legal title to the information.
II. Request that the scope of the expert’s work be expanded.
III. Extend its due diligence having regard to the requirements of a proper due diligence exercise.
IV. Seek the assistance of another third party or expert.Correct
Where the sponsor has concerns regarding the reliability of information provided to, or otherwise relied on by, the expert, it should, with a view to covering the information in doubt:
(a) request that the scope of the expert’s work be expanded
(b) seek the assistance of another third party or expert
(c) extend its due diligence having regard to the requirements of a proper due diligence exerciseIncorrect
Where the sponsor has concerns regarding the reliability of information provided to, or otherwise relied on by, the expert, it should, with a view to covering the information in doubt:
(a) request that the scope of the expert’s work be expanded
(b) seek the assistance of another third party or expert
(c) extend its due diligence having regard to the requirements of a proper due diligence exercise
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