The Share Issue Agreement is a fundamental document used in Hong Kong for companies seeking to raise capital through the issuance of new shares. It is commonly employed in various scenarios including startup funding rounds, private placements, and strategic investments. The agreement must comply with Hong Kong's Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571), making it essential to incorporate specific local legal requirements. The document typically includes detailed provisions on share rights, warranties, conditions precedent, and completion mechanics. It serves as both a regulatory compliance tool and a protective mechanism for all parties involved in the share issuance process, establishing clear rights, obligations, and procedures for the transaction.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share issue, including company status and reason for issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Subscription: Details of shares being issued, including class, number, and price per share
5. Consideration: Payment terms and method for the shares
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of completion, including parties' obligations
8. Company's Warranties: Company's representations and warranties regarding its status and the shares
9. Subscriber's Warranties: Subscriber's representations and warranties regarding capacity and funding
10. Confidentiality: Obligations to maintain confidentiality of the transaction and company information
11. Costs: Allocation of costs and expenses related to the share issue
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and entire agreement
1. Pre-emptive Rights: Rights of existing shareholders to participate in the share issue, used when required by articles or shareholders' agreement
2. Tag-Along Rights: Rights of other shareholders to participate in future sales, included when negotiated by parties
3. Board Appointment Rights: Rights to appoint directors, included for significant shareholdings
4. Dividend Rights: Special dividend arrangements, included when shares carry special dividend rights
5. Share Transfer Restrictions: Restrictions on transfer of issued shares, included when lock-up period is required
6. Anti-dilution Protection: Protection against future dilutive share issues, included for sophisticated investors
7. Information Rights: Rights to receive company information, included for significant investors
1. Share Details: Detailed specification of the shares being issued, including rights and restrictions
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Company Warranties: Full set of company warranties
5. Form of Board Resolutions: Pro-forma board resolutions approving the share issue
6. Form of Share Certificate: Specimen share certificate to be issued
7. Disclosure Letter: Company's disclosures against warranties
8. Existing Share Capital: Details of the company's share capital before and after the issue
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