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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for my Hong Kong tech startup, where a venture capital firm will subscribe for 20% Series A preference shares with standard anti-dilution and board appointment rights, with completion planned for March 2025."

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Document background
The Shareholder Subscription Agreement is a crucial document used when a company seeks to issue new shares to investors in Hong Kong. It's typically employed during funding rounds, strategic investments, or corporate restructuring where new capital is being raised. The agreement must comply with Hong Kong's sophisticated legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). The document captures essential elements such as share valuation, payment terms, conditions precedent, completion mechanics, and various protections for both the company and investors. It often interfaces with other corporate documents like shareholders' agreements and articles of association, making it a fundamental instrument in Hong Kong corporate transactions.
Suggested Sections

1. Parties: Identification of the Company, the Subscriber(s), and existing shareholders if relevant

2. Background: Context of the transaction, including company's current share capital structure and purpose of the subscription

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Subscription: Details of shares being subscribed for, including number, class, and price

5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription

6. Completion: Timing, location, and mechanics of completion, including payment and share issuance procedures

7. Company's Representations and Warranties: Company's statements about its status, authority, and business condition

8. Subscriber's Representations and Warranties: Subscriber's statements about their capacity, authority, and investment intentions

9. Covenants: Ongoing obligations of the parties post-completion

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for giving formal notices under the agreement

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Include when investors need protection against future share issuances at lower valuations

4. Board Appointment Rights: Include when subscriber is to have right to appoint director(s)

5. Dividend Rights: Include when specific dividend rights or policies need to be established

6. Information Rights: Include when subscribers need specific rights to company information beyond statutory requirements

7. Pre-emptive Rights: Include when existing shareholders need right of first refusal on new share issues

8. Non-Competition and Non-Solicitation: Include when subscribers might pose competitive threats to the company

Suggested Schedules

1. Share Capital Structure: Details of company's current and post-subscription share capital structure

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: Detailed warranties given by the company

5. Disclosure Letter: Company's disclosures against the warranties

6. Form of Board Resolutions: Pro-forma board resolutions approving the subscription

7. Form of Share Certificate: Specimen share certificate to be issued

8. Shareholder Particulars: Details of all shareholders including subscription amounts and shareholding percentages

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliates
Agreement
Articles
Board
Business Day
Company
Companies Ordinance
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Directors
Disclosure Letter
Encumbrance
Existing Shareholders
Financial Year
Group
Hong Kong
Intellectual Property Rights
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Regulatory Approvals
Related Party
Relevant Securities
Representatives
SFC
Securities and Futures Ordinance
Share Capital
Shareholders
Shareholders' Agreement
Subscriber
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Warranties
Working Hours
Clauses
Interpretation
Subscription of Shares
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Company Warranties
Subscriber Warranties
Share Rights
Board Representation
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-Dilution Protection
Restrictive Covenants
Non-Competition
Confidentiality
Announcements
Assignment
Costs and Expenses
Notices
Severability
Variation
Waiver
Entire Agreement
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Technology

Real Estate

Financial Services

Manufacturing

Retail

Healthcare

Professional Services

Energy

Infrastructure

E-commerce

Biotechnology

Telecommunications

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Risk Management

Executive Management

Business Development

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Finance Director

Company Director

Investment Manager

Corporate Lawyer

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Business Development Director

Risk Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, operation, and share issuance in Hong Kong. Relevant for share allotment procedures, share rights, and restrictions.
Securities and Futures Ordinance (Cap. 571): Regulates securities and futures markets, including share offerings and investor protection measures in Hong Kong.
Stamp Duty Ordinance (Cap. 117): Governs stamp duty payable on share transfers and subscription agreements in Hong Kong.
Contract Law (Common Law): Hong Kong follows common law principles for contract formation, including offer, acceptance, consideration, and contractual terms.
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Requires due diligence and verification of investors' identities in financial transactions.
Personal Data (Privacy) Ordinance (Cap. 486): Governs the collection and handling of personal data of shareholders and involved parties.
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32): Contains provisions relating to prospectus requirements and share offerings.
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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