The Share Subscription And Shareholders Agreement is a crucial document used in Hong Kong corporate transactions when a company is seeking new investment while establishing clear governance rules. It serves a dual purpose: facilitating the investment process through detailed subscription terms and creating a comprehensive framework for shareholder relationships. Typically used in funding rounds, corporate restructuring, or strategic investments, this agreement must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance. It includes essential provisions for share issuance, payment terms, warranties, shareholder rights, board composition, share transfer restrictions, and exit mechanisms. The document is particularly important in Hong Kong's dynamic business environment, where international investors frequently participate in local company fundraising, requiring clear and enforceable terms that align with both local regulations and international practices.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the transaction, company's current status, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription for Shares: Details of share subscription, including number, class, and price of shares
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties and Representations: Warranties by the company, existing shareholders, and new investors
7. Board Composition and Management: Structure of the board, appointment rights, and management provisions
8. Shareholders' Rights and Obligations: Key rights including voting, dividends, and information rights
9. Transfer Restrictions: Restrictions on share transfers and pre-emptive rights
10. Reserved Matters: Actions requiring special shareholder approval
11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
12. Confidentiality: Provisions regarding confidential information and announcements
13. Term and Termination: Duration of the agreement and termination provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when dealing with sophisticated investors
2. Liquidation Preference: Special rights on liquidation or exit, typically included for venture capital investments
3. Employee Share Option Pool: Provisions for employee share schemes, included when company plans to implement ESOP
4. Strategic Rights: Special rights for strategic investors, such as first refusal on new products or services
5. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders are key to the business
6. Multiple Closings: Provisions for multiple investment tranches, used in staged investments
7. Put Option Rights: Rights for investors to sell shares back to company/founders in specific circumstances
8. Distribution Rights: Special provisions regarding dividend policy and distribution preferences
1. Share Capital Structure: Details of existing and post-investment share capital structure
2. Particulars of the Company: Corporate information including registration details, directors, and officers
3. Completion Requirements: Detailed list of documents and actions required for completion
4. Warranties: Comprehensive list of warranties given by the company and warrantors
5. Reserved Matters List: Detailed list of matters requiring special approval
6. Key Terms of Employment: Summary of key employee agreements (especially for founders)
7. Business Plan: Company's business plan and financial projections
8. Deed of Adherence: Form of deed for new shareholders joining the agreement
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