Investment And Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Investment And Shareholders Agreement

"I need an Investment and Shareholders Agreement for a Series A investment round where a Hong Kong tech startup is receiving HKD 10 million from two venture capital firms, with standard minority investor protections and a board seat for the lead investor."

Document background
The Investment And Shareholders Agreement is a crucial document used when a company is seeking to raise capital through equity investment while establishing a clear framework for shareholder relationships. This agreement is particularly important in the Hong Kong market, where it must comply with the Companies Ordinance (Cap. 622) and related regulations. It is typically used in various funding rounds, from early-stage investments to later-stage private equity deals, and serves multiple purposes: documenting the investment terms, protecting both investors' and existing shareholders' rights, establishing corporate governance mechanisms, and providing clear exit pathways. The agreement needs to be carefully structured to balance Hong Kong's legal requirements with international investment practices, particularly when dealing with foreign investors entering the Hong Kong market.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors

2. Background: Context of the investment and current company status

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Investment Terms: Details of the investment including amount, share class, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing

6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors

7. Corporate Governance: Board composition, appointment rights, and decision-making processes

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and shareholder responsibilities

9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions

11. Information Rights: Reporting obligations and shareholder information access rights

12. Reserved Matters: Actions requiring special shareholder approval

13. Exit Provisions: Provisions regarding IPO, trade sale, or other exit mechanisms

14. Confidentiality: Obligations regarding confidential information

15. Term and Termination: Duration of the agreement and termination circumstances

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, used when requested by sophisticated investors

2. Employee Share Scheme: Framework for employee share ownership, included when company plans to implement ESOP

3. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders remain operational

4. Intellectual Property Rights: Detailed IP provisions, important for technology or IP-heavy companies

5. Professional Directors: Provisions for appointment of independent directors, used in larger investments

6. Preference Share Rights: Detailed rights attached to preference shares, if investment involves preference shares

7. Strategic Collaboration: Terms for business cooperation, used when investor is strategic partner

Suggested Schedules

1. Schedule 1 - Company Information: Details of company including share capital, directors, and subsidiaries

2. Schedule 2 - Shareholding Structure: Pre and post-investment cap table and shareholding details

3. Schedule 3 - Warranties: Detailed warranties given by the company and warranties given by the warrantors

4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval

5. Schedule 5 - Completion Requirements: Detailed completion obligations and documents required

6. Schedule 6 - Business Plan: Company's business plan and financial projections

7. Schedule 7 - Key Personnel: Details of key employees and their terms of employment

8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Real Estate

Manufacturing

Renewable Energy

Consumer Goods

Professional Services

Biotechnology

Education Technology

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Board of Directors

Investment

Strategy

Company Secretariat

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Investment Director

Corporate Lawyer

Finance Director

Board Director

Managing Director

Investment Manager

Compliance Officer

General Counsel

Corporate Development Manager

Venture Capital Partner

Private Equity Manager

Strategy Director

Founder

Company Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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