Paper 15 Exam Study Guide (2026)
Everything the HKSI LE Paper 15: Sponsors (Principals) tests, topic by topic: what each section covers, the facts that come up most, and how to study it. Pair it with the free 15-question practice test.
The exam at a glance
| Questions | 40 multiple-choice questions |
|---|---|
| Time | 60 minutes |
| Passing score | 70% |
| Format | Closed book, computer-based |
| Certifying body | Hong Kong Securities and Investment Institute (HKSI Institute) |
| Test provider | HKSI Institute computer-based test centre in Hong Kong, or Prometric centres outside Hong Kong |
Mind map: the whole exam on one screen
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.
1. General Framework
Why and how Hong Kong regulates sponsors: licensing, the rulebook, the parties and the regulators.
Key facts
- Sponsor work is regulated activity Type 6 (advising on corporate financing) under Schedule 5 to the SFO.
- The Paragraph 17 of the SFC Code of Conduct (in force since 1 October 2013) sets the sponsor conduct requirements; the Sponsor Guidelines set eligibility and Principal requirements.
- Dual filing: application and listing documents go to the SEHK, which passes copies to the SFC under the Securities and Futures (Stock Market Listing) Rules.
- HKEX is the frontline regulator for listings; the SFC licenses sponsors, reviews dual-filed documents and disciplines intermediaries.
- Other key sources: HKEX Listing Rules and GEM Rules (Chapter 3A on sponsors), the Companies (Winding Up and Miscellaneous Provisions) Ordinance prospectus provisions, the Takeovers Code and the Guide for New Listing Applicants.
- Since August 2022, intermediaries conducting bookbuilding and allocation activities in IPOs must meet the overall coordinator requirements in paragraph 21 of the SFC Code of Conduct.
Flashcards
Exam tip: For Paper 15, map each rule to who supervises it: HKEX polices the listing, the SFC polices the sponsor.
2. Listing Rules and the IPO Process
Listing eligibility, offering structures, the application process and post-listing stabilisation.
Key facts
- An equity listing applicant must appoint at least one sponsor, who must be independent of the applicant (Listing Rules Chapter 3A).
- Main Board applicants generally need a trading record of at least three financial years, management continuity for those years and ownership continuity for at least the latest audited year.
- Typical offering structure: a placing tranche and a public offer tranche, with a clawback mechanism that shifts shares to the public offer on heavy oversubscription.
- The IPO process runs from preparation and the A1 application, through HKEX review, the Listing Committee hearing, and post-hearing information pack publication, to the prospectus and listing.
- Price stabilisation is permitted only within the price stabilization rules made under the SFO and must be disclosed in the listing document.
- Secondary listings by overseas issuers involve distinct eligibility routes and different continuing obligation treatment, depending on whether the listing is secondary or dual-primary.
Flashcards
Exam tip: Learn the IPO process as a timeline; many questions ask what happens at which stage.
3. Preparing an IPO Assignment
The systems, people and vetting a sponsor must have in place before taking on an IPO.
Key facts
- Each listing assignment needs at least one Principal supervising the Transaction Team (paragraph 17.11(c)); the firm must have at least two eligible Principals, and the SFC treats six or more active engagements per Principal as strained.
- A dedicated Transaction Team of experienced corporate finance staff must be assigned to execute the sponsor work.
- Principals need appropriate reporting lines so they are kept informed of progress and problems throughout the transaction.
- Sponsors must vet proposed mandates before acceptance: applicant suitability, conflicts of interest, independence, and whether the firm has the resources, systems and internal controls to execute.
- Record keeping: sponsors must document their work and retain records in line with SFC requirements, which generally run to 7 years.
- The sponsor manages the IPO, so it must plan for working with regulators, reporting accountants, lawyers and other third parties from the outset.
Flashcards
Exam tip: Know the Principal rules: at least one Principal supervises each Transaction Team, the firm needs at least two eligible Principals, and six or more active engagements per Principal signals strained resources.
Test yourself on these topics
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4. Preparing a Listing Application
Getting and running the engagement: terms, independence, teams, suitability and regulator communication.
Key facts
- Sponsor engagements should be in writing, clearly setting out the scope of work, fees and terms.
- Independence: at least one sponsor must be independent of the applicant (Listing Rule 3A.07); a non-independent sponsor must disclose that it is not independent.
Flashcards
Exam tip: When a scenario offers 'keep quiet for the client' as an option, it is almost always wrong. Sponsors owe duties to regulators and the market.
5. Due Diligence
Planning and documenting due diligence, professional scepticism, verification, experts and the MD&A.
Key facts
- A sponsor must carry out reasonable due diligence so it can make the statements required of it in the listing document; the work must be planned, executed and documented.
- Professional scepticism: do not accept management's assertions at face value; corroborate with independent evidence and chase inconsistencies.
Flashcards
Exam tip: Exam answers about due diligence favour 'independent corroboration' over 'management told us' every time.
6. After Prospectus Issuance
Assessing sponsor work, compliance advisers, integrity and the consequences of getting it wrong.
Key facts
- Compliance advisers advise the listed issuer on compliance with the Listing Rules and on the Exchange's decisions during the appointment period; they must be Type 6 licensed.
- SFC inspections have found common deficiencies: thinly resourced transaction teams, inadequate due diligence, weak verification records and lax supervision by Principals.
Flashcards
Exam tip: Questions here often ask what the SFC found and did. Link each deficiency to a realistic sanction.
How to pass
- 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.
Frequently asked questions
How long should I study for the Paper 15 exam?
Most working candidates need 4 to 8 weeks at 45 to 60 minutes a day. Book your exam once your Readiness Score has stayed at 80 or higher for about a week.
Can I take the Paper 15 exam online?
Yes. Paper 15 can be taken at the HKSI Institute's computer-based test centre in Hong Kong or, for candidates outside Hong Kong, at a Prometric centre (higher fee). Format: closed book, computer-based. Check the HKSI Institute's current candidate information for the rules.
What score do I need to pass the Paper 15 exam?
70%. The exam has 40 multiple-choice questions and a time limit of 60 minutes.
What are the most tested topics?
The outline covers general framework, listing rules and the ipo process, preparing an ipo assignment, preparing a listing application, due diligence, after prospectus issuance. Use the free practice test to see which ones you need most.
The premium Paper 15 study path
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.
Your step-by-step study path
- 1General Framework10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25Notes free with an account
- 2Listing Rules and the IPO Process10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25Premium
- 3Preparing an IPO Assignment10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25Premium
- 4Preparing a Listing Application10 key notes, 135 flashcards, then 500 practice questions in 20 sets of 25Premium
- 5Due Diligence10 key notes, 130 flashcards, then 500 practice questions in 20 sets of 25Premium
- 6After Prospectus Issuance10 key notes, 130 flashcards, then 500 practice questions in 20 sets of 25Premium
- Final step: 6 full mock exams50 questions each, timed like test day. Pass them, then book your exam.Premium
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Summarized from the HKSI Institute's official candidate information and the rules cited, checked October 2026. Confirm current requirements with Hong Kong Securities and Investment Institute (HKSI Institute).