The Shareholder Investment Agreement is a fundamental document used when a new investor is investing in a company through the acquisition of shares, whether newly issued or transferred from existing shareholders. This agreement, governed by Hong Kong law, serves as the primary document regulating the relationship between the company, its existing shareholders, and the new investor(s). It typically follows term sheet negotiations and precedes the actual investment completion. The document incorporates various Hong Kong legal requirements, particularly those from the Companies Ordinance and Securities and Futures Ordinance, and includes provisions for corporate governance, share rights, transfer restrictions, and exit mechanisms. It's particularly important in Hong Kong's dynamic business environment, where both local and international investors frequently engage in corporate investments across various sectors.
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1. Parties: Identifies all parties to the agreement including the company, existing shareholders, and new investor(s)
2. Background: Sets out the context of the investment and current company status
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, share class, price per share, and completion mechanics
5. Completion: Specifies the conditions precedent, completion obligations, and timing of the investment
6. Warranties and Representations: Warranties given by the company and existing shareholders to the investor
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholders' Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emptive rights
9. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
10. Exit Provisions: Mechanisms for future sale, IPO, or other exit events
11. Confidentiality: Obligations regarding confidential information and announcements
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-dilution Protection: Protection for investors against future down rounds, used when investing in early-stage companies
2. Preference Share Rights: Specific rights attached to preference shares, included when the investment involves preference shares
3. Founder Commitments: Specific obligations of founders including non-compete and service commitments, used when founders are key to the business
4. Multiple Closings: Provisions for subsequent investment rounds, used in staged investments
5. Tag-Along and Drag-Along Rights: Rights for minority protection and majority exit facilitation, common in larger investments
6. Strategic Investor Rights: Special rights for strategic investors such as first refusal on commercial contracts
7. Employee Share Option Pool: Provisions for employee share schemes, included when ESOP is part of the cap table
8. Industry-Specific Provisions: Special provisions for regulated industries or specific business requirements
1. Cap Table: Current and post-investment shareholding structure
2. Warranties: Detailed list of warranties given by the company and warranting shareholders
3. Company Information: Key company details including corporate information, material contracts, and intellectual property
4. Business Plan: Company's business plan and financial projections
5. Reserved Matters: List of decisions requiring special approval
6. Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Articles of Association: New or amended articles of association to be adopted
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