1. Parties: Identification of the General Partner, Initial Limited Partner, and any other founding partners
2. Background: Context of the partnership formation and its intended purpose
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Formation and Name: Establishment of the partnership, its name, and registered office details
5. Purpose and Investment Objectives: Partnership's investment strategy, objectives, and permitted activities
6. Term and Termination: Duration of the partnership, extension provisions, and termination circumstances
7. Capital Contributions: Rules regarding initial and subsequent capital contributions, commitment periods
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Distributions: Distribution waterfall, rules for profit sharing, and distribution restrictions
10. Management and Control: Powers and duties of the General Partner, management structure
11. Investment Committee: Composition, responsibilities, and decision-making processes
12. Limited Partners' Rights and Restrictions: Rights, obligations, and limitations on Limited Partners' involvement
13. Transfer of Interests: Rules and restrictions on transfer of partnership interests
14. Fees and Expenses: Management fees, carried interest, and allocation of partnership expenses
15. Reports and Valuations: Financial reporting obligations and valuation methodologies
16. Meetings and Voting: Procedures for partner meetings and voting requirements
17. Confidentiality: Protection of partnership and investor confidential information
18. Governing Law and Dispute Resolution: Choice of Hong Kong law and dispute resolution mechanisms
