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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."
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
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
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
Applicable Law
Articles of Association
Board
Business Day
Companies Ordinance
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Directors
Encumbrance
Group
Hong Kong
HK$
Investment Amount
Issuer
Material Adverse Change
Money Laundering Laws
Ordinary Shares
Party/Parties
PDPO
Placement Shares
Professional Investor
Purchase Price
Related Corporation
Relevant Securities
Representatives
Securities and Futures Ordinance
SFC
Shareholder
Shares
Subscriber
Subscription
Subscription Price
Subscription Shares
Subsidiary
Transaction Documents
Warranties
Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Investor Declarations
Regulatory Compliance
Anti-Money Laundering
Professional Investor Status
Information Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Confidentiality
Non-Disclosure
Data Protection
Termination
Force Majeure
Assignment
Notices
Costs
Amendments
Severability
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Energy
Infrastructure
Telecommunications
E-commerce
Biotechnology
Private Equity
Venture Capital
Professional Services
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretarial
Investment
Risk Management
Corporate Development
Executive Management
Treasury
Investor Relations
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
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