The Equity Funding Agreement is a crucial document used when a company raises capital through the issuance of shares to investors in Hong Kong. It serves as the primary transaction document that governs the relationship between the company and its investors, detailing everything from the mechanics of the investment to ongoing rights and obligations. This agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance, and typically includes provisions for corporate governance, share rights, transfer restrictions, and investor protections. It's commonly used in various funding rounds, from early-stage investments to later-stage financing, and can be adapted to accommodate different investment structures while maintaining compliance with Hong Kong regulatory requirements.
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1. Parties: Identification of the company, investor(s), and any other relevant parties
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Investment Terms: Details of investment amount, share class, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of the investment completion
7. Warranties and Representations: Company and founder warranties, and any investor warranties
8. Investor Rights: Information rights, board representation, reserved matters
9. Transfer Restrictions: Limitations on share transfers, right of first refusal, tag-along rights
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the investment
12. Costs and Expenses: Allocation of transaction costs and ongoing expenses
13. Notices: Process for formal communications between parties
14. General Provisions: Boilerplate clauses including governing law, jurisdiction, entire agreement
1. Anti-dilution Protection: Protection for investors against future down rounds, used in venture capital investments
2. Drag Along Rights: Right to force minority shareholders to join in a sale, typically included for later-stage companies
3. Pre-emptive Rights: Rights to participate in future funding rounds, common in VC deals
4. Founder Commitments: Specific obligations for founders including non-compete and time commitment, used when founders are key to business
5. Corporate Governance Provisions: Detailed board structure and voting requirements, important for significant investments
6. Exit Provisions: Specific terms regarding IPO or trade sale, typically for later-stage investments
7. Employee Share Option Pool: Terms regarding ESOP establishment and management, if relevant to the investment
8. Restrictive Covenants: Additional business conduct restrictions, used for larger investments or regulated industries
1. Schedule 1: Company Information: Details of company structure, share capital, and existing shareholders
2. Schedule 2: Warranties: Detailed list of company and founder warranties
3. Schedule 3: Reserved Matters: List of decisions requiring investor consent
4. Schedule 4: Completion Requirements: Detailed list of completion deliverables and actions
5. Schedule 5: Key Terms: Summary of key investment terms including valuation and share rights
6. Schedule 6: Deed of Adherence: Form for new shareholders to join the agreement
7. Schedule 7: Management Accounts: Latest financial statements and management accounts
8. Appendix A: Share Certificate Form: Form of share certificate to be issued
9. Appendix B: Board Resolution: Form of board resolutions approving the investment
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