Subscription Agreement Private Placement Template for Hong Kong

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a Subscription Agreement Private Placement for my Hong Kong fintech startup to secure a Series B investment of HK$50 million from a Singapore-based venture capital firm, with completion expected by March 2025 and including standard pre-emptive rights and board appointment rights for the investor."

Document background
The Subscription Agreement Private Placement is a crucial document used in Hong Kong when companies seek to raise capital by offering securities to a select group of investors without public offering. This document is essential for companies looking to secure investment while complying with Hong Kong's regulatory framework, particularly the Securities and Futures Ordinance and SFC guidelines. The agreement details the terms of investment, including the number and price of securities being subscribed for, investor qualifications, payment terms, and completion mechanics. It contains specific provisions required under Hong Kong law regarding professional investor status, regulatory compliance, and private placement restrictions. This type of agreement is commonly used in various funding rounds, from early-stage investments to pre-IPO placements, and must be carefully structured to ensure compliance with Hong Kong's private placement exemptions from public offering requirements.
Suggested Sections

1. Parties: Identification of the issuer and subscriber

2. Background: Context of the private placement and purpose of the agreement

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

4. Subscription and Payment: Details of securities being subscribed for and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Timing and mechanics of the subscription completion

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Subscriber's Declarations: Specific acknowledgments regarding private placement status and investment risks

9. Regulatory Compliance: Compliance with Hong Kong securities laws and SFC requirements

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Lock-up Period: Include when there are restrictions on transfer of subscribed securities

2. Tag-along Rights: Include when minority investors are given the right to join in sale of majority stakes

3. Pre-emptive Rights: Include when subscribers are given rights to maintain their percentage ownership in future offerings

4. Director Appointment Rights: Include when subscribers are granted board representation rights

5. Anti-dilution Protection: Include when subscribers are protected against future down-rounds

6. Information Rights: Include when subscribers are granted specific information access rights

7. Put Option: Include when subscribers have the right to sell back shares under specific conditions

8. Foreign Investment Provisions: Include when subscribers are foreign investors requiring specific compliance measures

Suggested Schedules

1. Subscription Details: Detailed information about the securities being subscribed for, including price and quantity

2. Form of Completion Certificate: Template certificate confirming satisfaction of conditions precedent

3. Professional Investor Declaration: Form for subscriber to declare their professional investor status under Hong Kong law

4. KYC Documentation Requirements: List of required documents for anti-money laundering compliance

5. Company Information: Key information about the issuing company, including capital structure

6. Shareholders' Rights Summary: Summary of rights attached to the subscribed securities

7. Risk Factors: Detailed description of investment risks

8. Form of Share Certificate: Template of the share certificate to be issued

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

E-commerce

Biotechnology

Private Equity

Venture Capital

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Risk Management

Corporate Development

Executive Management

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Compliance Officer

Legal Counsel

Investment Manager

Financial Controller

Director of Corporate Development

Head of Legal

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

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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