Private Placement Contract Template for Hong Kong

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Key Requirements PROMPT example:

Private Placement Contract

"I need a Private Placement Contract for my Hong Kong technology startup to raise HKD 10 million from three institutional investors by March 2025, including provisions for board observer rights and anti-dilution protection."

Document background
The Private Placement Contract serves as a fundamental instrument for companies in Hong Kong seeking to raise capital through private securities offerings. This document is specifically designed to comply with Hong Kong's regulatory framework, particularly the Securities and Futures Ordinance, while providing a structured approach to private capital raising. It is typically used when companies wish to issue securities to a limited number of sophisticated or professional investors without the need for a public offering. The contract includes essential elements such as investment terms, investor qualifications, subscription procedures, and regulatory compliance requirements. Private Placement Contracts are particularly valuable for growing companies, start-ups, or established businesses seeking additional capital while maintaining control over their investor base and avoiding the complexities of public offerings. The document must incorporate specific Hong Kong legal requirements while protecting both issuer and investor interests.
Suggested Sections

1. Parties: Identification of the issuing company and the investor(s)

2. Background: Context of the private placement, including the company's business and purpose of the offering

3. Definitions: Key terms used throughout the agreement

4. Securities Offered: Detailed description of the securities being offered, including class, rights, and restrictions

5. Subscription Terms: Terms of the subscription, including price, payment methods, and minimum subscription amounts

6. Representations and Warranties: Statements of fact and assurances from both the issuer and the investor

7. Closing Conditions: Conditions that must be satisfied before the placement can be completed

8. Transfer Restrictions: Limitations on the transfer of securities and lock-up periods

9. Investor Rights: Rights granted to investors, including information rights and participation rights

10. Confidentiality: Provisions regarding the confidential treatment of information

11. Termination: Circumstances under which the agreement can be terminated

12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

13. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Tag-Along Rights: Include when offering protection to minority investors in case of sale by major shareholders

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company

3. Anti-Dilution Protection: Include when offering protection against future down rounds

4. Board Representation: Include when investors are being granted board seats or observer rights

5. Registration Rights: Include when there's a possibility of future public offering

6. Dividend Rights: Include when specific dividend provisions are part of the offering

7. Conversion Rights: Include for convertible securities

8. Pre-emptive Rights: Include when granting rights to participate in future offerings

Suggested Schedules

1. Subscription Form: Form for investors to complete when subscribing to the offering

2. Company Information: Detailed information about the company, including corporate structure and financial statements

3. Term Sheet: Summary of key terms and conditions of the private placement

4. Risk Factors: Detailed description of investment risks

5. Shareholder Agreement: Existing or new shareholder agreement governing relationships between shareholders

6. Corporate Resolutions: Copies of relevant corporate approvals for the offering

7. Investment Restrictions: Detailed description of transfer restrictions and lock-up provisions

8. KYC Requirements: Required documentation for anti-money laundering compliance

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

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Biotechnology

E-commerce

Education

Green Technology

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Investment

Corporate Development

Treasury

Board of Directors

Executive Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Compliance Officer

Company Secretary

Private Equity Manager

Investment Banker

Corporate Finance Director

Risk Manager

Board Director

Financial Controller

Legal Counsel

Investment Advisor

Due Diligence Officer

Portfolio Manager

Venture Capital Manager

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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