The Shares Subscription Agreement is a fundamental document used in Hong Kong corporate transactions when a company issues new shares to investors. It serves as the primary instrument for documenting share subscriptions, whether for startup funding, capital raising, or strategic investments. The agreement must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance, making it suitable for both private and public company share issuances. It typically includes detailed provisions on share pricing, payment terms, conditions precedent, completion mechanics, representations and warranties, and various protective clauses for both issuer and subscriber. The document is essential for maintaining clear records of share ownership, ensuring regulatory compliance, and protecting the interests of all parties involved in the share subscription process.
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1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the transaction, including company's capital structure and purpose of subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription: Core terms of the subscription including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription
6. Completion: Details of the completion process, timing, and deliverables
7. Company's Representations and Warranties: Company's confirmations about its status, share capital, and business
8. Subscriber's Representations and Warranties: Subscriber's confirmations about capacity, funds source, and investment intent
9. Covenants: Ongoing obligations of the parties pre and post-completion
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the subscription
12. Costs and Expenses: Allocation of transaction costs and expenses
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction provisions
1. Tag-Along Rights: Include when minority shareholders are to be given the right to join in sales by majority shareholders
2. Pre-emptive Rights: Include when existing shareholders are to have priority rights in future share issues
3. Board Appointment Rights: Include when subscriber is to have the right to appoint directors
4. Anti-dilution Protection: Include when subscriber is to be protected against future dilutive share issues
5. Multiple Closings: Include when the subscription will occur in multiple tranches
6. Regulatory Compliance: Include specific sections when deal requires specific regulatory approvals
7. Information Rights: Include when subscriber is to have specific information or inspection rights
8. Non-Competition and Non-Solicitation: Include when parties agree to restrictions on competitive activities
9. Put and Call Options: Include when parties want rights to force sale or purchase of shares in specific circumstances
1. Company Information: Details of the company including corporate information and capital structure
2. Subscription Shares Details: Detailed description of the shares being issued including rights and restrictions
3. Warranties: Detailed warranties given by the company and/or subscribers
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Board Resolutions: Template board resolutions approving the share issue
6. Form of Share Certificate: Template share certificate to be issued
7. Disclosure Letter: Exceptions and qualifications to the warranties
8. Shareholder Particulars: Details of existing and new shareholders post-subscription
9. Required Regulatory Approvals: List of required regulatory approvals and status
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