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A Subscription Agreement is a binding contract where investors commit to buying shares, bonds, or other securities from a company. In Hong Kong's dynamic financial markets, these agreements spell out the key terms of investment, including price per share, number of units, and payment timing.

Companies listed on the Hong Kong Stock Exchange (HKEX) commonly use these agreements during IPOs and private placements. The document protects both parties by clearly stating investor rights, company obligations, and any specific conditions that must be met before the deal closes. It also helps ensure compliance with Hong Kong's Securities and Futures Ordinance and other relevant regulations.

Use a Subscription Agreement anytime your company plans to sell shares, bonds, or other securities to investors in Hong Kong. This applies to both private fundraising rounds and public offerings on HKEX. The agreement becomes essential when you need to document the exact terms of investment and secure firm commitments from buyers.

Many Hong Kong companies prepare these agreements during Series A funding, IPO preparations, or when issuing corporate bonds. Getting this document right matters most when dealing with sophisticated investors, complex share structures, or transactions requiring SFC approval. It helps prevent misunderstandings about payment terms, share allocations, and investor rights before money changes hands.

• Subscription Agreement Private Equity: Used for private equity investments, detailing share class rights, valuation terms, and investor qualifications.
• Subscription License Agreement: Focuses on recurring access to services or products, common in tech and SaaS companies.
• Bond Repurchase Agreement: Specialized version for fixed-income securities, outlining repurchase terms and interest payments.
• Membership Interest Transfer Agreement: Designed for transferring LLC membership interests, with specific voting and management provisions.

• Companies and Issuers: Hong Kong businesses seeking to raise capital through share sales, bond issuances, or other securities offerings. They draft the initial terms and legal framework.
• Investors: Individual or institutional buyers committing funds, including private equity firms, venture capitalists, and HKEX retail investors.
• Legal Counsel: Corporate lawyers who structure and review Subscription Agreements to ensure SFC compliance and protect client interests.
• Company Directors: Board members who approve and execute these agreements as part of their corporate governance duties.
• Financial Advisors: Investment bankers and brokers who facilitate the transaction and help negotiate terms.

• Company Details: Gather your company's registration documents, board resolutions authorizing the share issue, and current shareholding structure.
• Investment Terms: Define share price, number of shares, total investment amount, and payment schedule.
• Investor Information: Collect investor details, proof of funds, and documentation to meet SFC requirements for investor classification.
• Rights and Restrictions: Outline voting rights, transfer restrictions, and any special share class privileges.
• Compliance Check: Our platform helps ensure your Subscription Agreement meets all Hong Kong regulatory requirements, generating a customized document that protects both parties.

• Party Details: Full legal names, registration numbers, and authorized representatives of both issuer and subscriber.
• Securities Description: Precise details of shares or bonds being offered, including class, rights, and restrictions.
• Payment Terms: Clear statement of price per unit, total investment amount, and payment schedule.
• Representations: Company's authority to issue securities and subscriber's eligibility to invest under Hong Kong law.
• Closing Conditions: Required approvals, documentation, and timing for completion.
• Governing Law: Explicit choice of Hong Kong law and jurisdiction for dispute resolution.
• Execution Block: Designated spaces for authorized signatures, company chops, and witnessing requirements.

A Subscription Agreement often gets confused with a Bond Purchase Agreement, as both involve investing in securities. However, they serve distinct purposes in Hong Kong's financial markets and require different approaches to drafting.

• Investment Focus: Subscription Agreements typically cover equity investments (shares), while Bond Purchase Agreements specifically deal with debt securities.
• Rights and Terms: Subscription Agreements include shareholder rights, voting privileges, and potential board seats. Bond Purchase Agreements focus on interest rates, maturity dates, and repayment terms.
• Regulatory Requirements: Subscription Agreements must comply with Hong Kong's Companies Ordinance and SFC equity rules. Bond Purchase Agreements follow debt security regulations and listing rules.
• Duration: Subscription Agreements create ongoing shareholder relationships, while Bond Purchase Agreements have fixed terms ending at bond maturity.