The Private Equity Subscription Agreement is a fundamental document used in Hong Kong private equity transactions to formalize the investment of funds into a target company through the subscription of newly issued shares. This document is essential when a company seeks to raise capital from private equity investors while ensuring compliance with Hong Kong's regulatory framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It typically includes detailed provisions on valuation, investment terms, investor protections, governance rights, and exit mechanisms. The agreement serves as the primary transaction document that protects both the investor's interests and the company's operational flexibility, while establishing clear parameters for the ongoing relationship between shareholders.
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1. Parties: Identification of the Company, Investor(s), and any other relevant parties to the agreement
2. Background: Context of the transaction, including company's business and purpose of investment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of shares being subscribed for, subscription price, and payment mechanisms
5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription
6. Completion: Timing, location, and actions required at completion of the subscription
7. Company's Representations and Warranties: Company's statements of fact and assurances about its business, assets, and liabilities
8. Investor's Representations and Warranties: Investor's statements regarding capacity, authority, and investment intent
9. Pre-Completion Covenants: Obligations of parties between signing and completion
10. Post-Completion Covenants: Ongoing obligations after completion
11. Information Rights: Investor's rights to receive financial and other company information
12. Reserved Matters: Decisions requiring investor consent
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Requirements for public statements about the investment
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Tag-Along Rights: Used when investors require the right to join in sales by other shareholders
2. Drag-Along Rights: Used when majority shareholders want the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include when investors require protection against future down rounds
4. Board Representation: Used when investor requires right to appoint board members
5. Dividend Rights: Include when specific dividend rights are being granted
6. Liquidation Preference: Used when investors require preferential rights in liquidation
7. Pre-emptive Rights: Include when investors require rights to participate in future fundraising
8. Share Transfer Restrictions: Used when specific restrictions on share transfers are required
9. Exit Rights: Include when specific provisions regarding IPO or trade sale are needed
10. Most Favored Nation Clause: Used when investors require protection against better terms being offered to future investors
1. Schedule 1 - Company Information: Details of company's share capital, directors, and corporate information
2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed for and payment terms
3. Schedule 3 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Company Warranties: Full list of company warranties and representations
6. Schedule 6 - Disclosure Letter: Company's disclosures against the warranties
7. Schedule 7 - Reserved Matters: Detailed list of matters requiring investor consent
8. Schedule 8 - Form of Board Resolution: Template board resolution approving the subscription
9. Schedule 9 - Key Performance Indicators: Metrics for monitoring company performance
10. Appendix A - Articles of Association: New/amended articles reflecting investor rights
11. Appendix B - Shareholders' Agreement: Form of shareholders' agreement if required
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