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Share Subscription And Shareholders Agreement

Share Subscription And Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"I need a Share Subscription and Shareholders Agreement for my Hong Kong tech startup, which is raising Series A funding from two VC firms in March 2025, with anti-dilution protection and a 15% ESOP pool included."

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Document background
The Share Subscription And Shareholders Agreement is a crucial document used in Hong Kong corporate transactions when a company is seeking new investment while establishing clear governance rules. It serves a dual purpose: facilitating the investment process through detailed subscription terms and creating a comprehensive framework for shareholder relationships. Typically used in funding rounds, corporate restructuring, or strategic investments, this agreement must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance. It includes essential provisions for share issuance, payment terms, warranties, shareholder rights, board composition, share transfer restrictions, and exit mechanisms. The document is particularly important in Hong Kong's dynamic business environment, where international investors frequently participate in local company fundraising, requiring clear and enforceable terms that align with both local regulations and international practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors

2. Background: Context of the transaction, company's current status, and purpose of the agreement

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

4. Subscription for Shares: Details of share subscription, including number, class, and price of shares

5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription

6. Warranties and Representations: Warranties by the company, existing shareholders, and new investors

7. Board Composition and Management: Structure of the board, appointment rights, and management provisions

8. Shareholders' Rights and Obligations: Key rights including voting, dividends, and information rights

9. Transfer Restrictions: Restrictions on share transfers and pre-emptive rights

10. Reserved Matters: Actions requiring special shareholder approval

11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions

12. Confidentiality: Provisions regarding confidential information and announcements

13. Term and Termination: Duration of the agreement and termination provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, used when dealing with sophisticated investors

2. Liquidation Preference: Special rights on liquidation or exit, typically included for venture capital investments

3. Employee Share Option Pool: Provisions for employee share schemes, included when company plans to implement ESOP

4. Strategic Rights: Special rights for strategic investors, such as first refusal on new products or services

5. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders are key to the business

6. Multiple Closings: Provisions for multiple investment tranches, used in staged investments

7. Put Option Rights: Rights for investors to sell shares back to company/founders in specific circumstances

8. Distribution Rights: Special provisions regarding dividend policy and distribution preferences

Suggested Schedules

1. Share Capital Structure: Details of existing and post-investment share capital structure

2. Particulars of the Company: Corporate information including registration details, directors, and officers

3. Completion Requirements: Detailed list of documents and actions required for completion

4. Warranties: Comprehensive list of warranties given by the company and warrantors

5. Reserved Matters List: Detailed list of matters requiring special approval

6. Key Terms of Employment: Summary of key employee agreements (especially for founders)

7. Business Plan: Company's business plan and financial projections

8. Deed of Adherence: Form of deed for new shareholders joining the agreement

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

























































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Relevant Industries

Technology

Financial Services

Real Estate

Manufacturing

Healthcare

E-commerce

Education

Retail

Professional Services

Media and Entertainment

Biotechnology

Clean Energy

Infrastructure

Consumer Goods

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Board of Directors

Company Secretariat

Risk Management

Corporate Strategy

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Director

Company Secretary

Board Director

General Counsel

Investment Manager

Corporate Development Manager

Legal Counsel

Finance Director

Compliance Officer

Managing Partner

Investment Analyst

Private Equity Associate

Venture Capital Partner

Corporate Finance 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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