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Share Subscription Agreement

Share Subscription Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Subscription Agreement

"I need a Share Subscription Agreement under Hong Kong law for a Series A investment where a foreign venture capital firm is subscribing for 20% of our technology company's shares, with completion expected by March 2025 and including standard venture capital protections and board appointment rights."

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Document background
The Share Subscription Agreement is a fundamental document in Hong Kong corporate transactions, used when a company wishes to issue new shares to investors or strategic partners. It serves as the primary legal instrument governing the subscription process, ensuring compliance with Hong Kong's robust regulatory framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). This agreement is essential for both private and public companies seeking to raise capital, documenting crucial elements such as valuation, share rights, payment terms, and completion requirements. It provides legal protection for both the issuing company and the subscriber while establishing clear procedures for the share issuance process. The document is particularly important in Hong Kong's dynamic business environment, where it must account for both local regulatory requirements and international business practices.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s)

2. Background: Context of the transaction, including company status and reason for share subscription

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

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

5. Subscription Price and Payment Terms: Amount payable for shares and payment mechanisms

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

7. Completion: Timing, location, and mechanics of completion, including parties' obligations

8. Company's Warranties: Warranties given by the company regarding its status, share capital, and business

9. Subscriber's Warranties: Warranties given by the subscriber regarding capacity and funding sources

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process and requirements for giving notices under the agreement

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

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to participate in the subscription, used when required by articles or shareholders' agreement

2. Anti-dilution Protection: Protection mechanisms for existing shareholders, used in venture capital or strategic investments

3. Board Appointment Rights: Rights to appoint directors, used in strategic investments or when subscriber requires board representation

4. Tag-Along Rights: Rights to participate in future sales, used in minority protection scenarios

5. Restrictive Covenants: Restrictions on company operations, used in strategic investments or when subscriber requires operational control

6. Information Rights: Rights to receive company information, used for significant minority investments

7. Foreign Investment Provisions: Special provisions for foreign investors, used when subscriber is not Hong Kong-based

Suggested Schedules

1. Subscription Details: Detailed breakdown of share classes, numbers, and prices

2. Company Information: Key details about the company including share capital structure and corporate information

3. Conditions Precedent Documents: List of documents required to satisfy conditions precedent

4. Company Warranties: Detailed warranties given by the company

5. Completion Requirements: Detailed list of documents and actions required at completion

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

7. Form of Share Certificate: Pro-forma share certificate to be issued

8. Deed of Adherence: Form of deed to bind subscriber to existing shareholders' agreement, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































Clauses



































Relevant Industries

Financial Services

Private Equity

Venture Capital

Technology

Real Estate

Manufacturing

Professional Services

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Corporate Secretariat

Board of Directors

Executive Management

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Private Equity Manager

Venture Capital Manager

Company Director

Board Member

Corporate Development Manager

Investment Banker

Financial Controller

General Counsel

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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