HKSI Paper 5 (Regulation of Corporate Finance) English Free Trial

The Exchange is responsible for which of the following statement(s)?

I. Receiving notifications
II. Disseminating information regarding changes in the shareholdings of substantial shareholders of listed companies
III. The Limited Partnerships Ordinance
IV. Registration of prospectuses

The Code on Corporate Governance Practices sets out which of the following principle(s)?

I. The Exchange’s views on the principles of good corporate governance
II. Code Provisions
III. Recommended Best Practices
IV. Worst Practices

The Exchange is satisfied by which of the following statement(s)?

I. The prospectus delivered to it pursuant to rule 9.15 of the Listing Rules
II. It is not the responsibility of the issuer to deliver the prospectus
III. The prospectus should not be authorized for registration under the CO
IV. Will issue a certificate under section 38D(5) or 342C(5) of the CO

When a person is acquiring acquire shares in a company, which of the following statement(s) is true?

I. It is not lawful for the company to give financial assistance for the purpose of that acquisition to take place according to section 47A of the CO
II. The Listing Rules prohibit this for all issuers, including non-Hong Kong-incorporated companies
III. The listed company must also comply its laws of incorporation in the case of a foreign company.
IV. The listed company must also comply with the Share Repurchase Code

Which of the following statement(s) is true for the principal function of the Exchange?

I. Rules for each of the Clearing Houses
II. Provide a fair, orderly and efficient market for the trading of securities
III. The Exchange has issued the Rules Governing the Listing of Securities
IV. Prescribing the requirements for the listing of securities on the Exchange

A voluntary offer requires which of the following statement(s)

I. Where the offeror or any concert parties purchased shares for cash  during the offer period and within six months prior to its commencement, which represents not less than 10% of the voting rights of that class
II. Where shares were purchased for cash by the offeror or its concert parties during the offer period
III. Where, in the view of the executive, a cash offer is necessary to give effect to General Principle paragraph 2.1.
IV. The minimum offer price for the first two circumstances in paragraph 4.51 above must be the highest price paid

Which of the following statement(s) is true for a director

I. act honestly and in good faith, in the interests of the company as a whole
II. act for self-purposes only
III. avoid conflicts of interests
IV. doesn’t disclose any conflicts of interest in any contracts

Which of the following statement(s) is true for The Explanatory Statement

I. The total number of shares to be purchased
II. The source of funds to be used
III. Any material impact on the working capital or gearing
IV. The lowest prices at which the shares have traded during the past 12 months.

When can a company arrange schemes of arrangement?

I. A company may undertake a scheme of arrangement under sections 166 to 168B, CO
II. When the company wishes to amalgamate two or more companies
III. A company may undertake a scheme of arrangement under sections 160 to 168B, CO
IV. Transfer the whole or any part of the undertaking or property of any company concerned in the scheme to another company

While reorganizing a large PRC company which of the following statement(s) is true?

I. PRC companies will consider many social issues while undertaking such an exercise, and a sponsor has to be very sensitive to these issues
II. Reorganization of a large PRC company will take a lot of time, energy and money to achieve
III. Reorganization of a large PRC company will have to be built into the listing timetable
IV. A sponsor will find himself working with all of the PRC advisers as well as the international ones, and his job is to coordinate all of this work