The Investment And Shareholders Agreement is a crucial document used when a company is seeking to raise capital through equity investment while establishing a clear framework for shareholder relationships. This agreement is particularly important in the Hong Kong market, where it must comply with the Companies Ordinance (Cap. 622) and related regulations. It is typically used in various funding rounds, from early-stage investments to later-stage private equity deals, and serves multiple purposes: documenting the investment terms, protecting both investors' and existing shareholders' rights, establishing corporate governance mechanisms, and providing clear exit pathways. The agreement needs to be carefully structured to balance Hong Kong's legal requirements with international investment practices, particularly when dealing with foreign investors entering the Hong Kong market.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the investment and current company status
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Investment Terms: Details of the investment including amount, share class, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing
6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and shareholder responsibilities
9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
11. Information Rights: Reporting obligations and shareholder information access rights
12. Reserved Matters: Actions requiring special shareholder approval
13. Exit Provisions: Provisions regarding IPO, trade sale, or other exit mechanisms
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and termination circumstances
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when requested by sophisticated investors
2. Employee Share Scheme: Framework for employee share ownership, included when company plans to implement ESOP
3. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders remain operational
4. Intellectual Property Rights: Detailed IP provisions, important for technology or IP-heavy companies
5. Professional Directors: Provisions for appointment of independent directors, used in larger investments
6. Preference Share Rights: Detailed rights attached to preference shares, if investment involves preference shares
7. Strategic Collaboration: Terms for business cooperation, used when investor is strategic partner
1. Schedule 1 - Company Information: Details of company including share capital, directors, and subsidiaries
2. Schedule 2 - Shareholding Structure: Pre and post-investment cap table and shareholding details
3. Schedule 3 - Warranties: Detailed warranties given by the company and warranties given by the warrantors
4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5 - Completion Requirements: Detailed completion obligations and documents required
6. Schedule 6 - Business Plan: Company's business plan and financial projections
7. Schedule 7 - Key Personnel: Details of key employees and their terms of employment
8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement
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