The Startup Equity Agreement is a crucial document used when a Hong Kong startup company issues shares to new or existing shareholders, typically during funding rounds or equity restructuring. Operating under Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance, this agreement serves as the fundamental document governing the relationship between the company and its shareholders. It addresses key aspects such as share subscription terms, shareholder rights and obligations, transfer restrictions, and corporate governance matters. The agreement is particularly important for protecting both the company's interests and shareholders' rights while ensuring compliance with Hong Kong's regulatory requirements for private companies. This document is essential for startups seeking investment, implementing employee equity programs, or restructuring their share capital.
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1. Parties: Identifies all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Sets out the context of the agreement, including company information and purpose of the equity issuance
3. Definitions: Defines key terms used throughout the agreement
4. Subscription and Issue of Shares: Details the number, class, and price of shares being issued
5. Completion: Specifies the conditions precedent, timing, and process for completing the share issue
6. Representations and Warranties: Key statements and guarantees made by the company and existing shareholders
7. Share Transfer Restrictions: Limitations on transferring shares, including right of first refusal and tag-along rights
8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
9. Confidentiality: Obligations regarding confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
11. General Provisions: Standard clauses including governing law, notices, and amendment procedures
1. Anti-dilution Protection: Protects investors from dilution in future funding rounds, included when negotiated by investors
2. Drag-along Rights: Enables majority shareholders to force minority shareholders to join in the sale of the company
3. Board Representation: Grants investors right to appoint board members, included when investors require board seats
4. Protective Provisions: Special voting rights for certain corporate actions, included for significant investors
5. Employee Share Option Pool: Provisions for employee equity incentives, included if company plans to offer employee equity
6. Founder Vesting: Vesting schedule for founder shares, included for early-stage startups
7. Information Rights: Specific rights to company information and financials, included for major investors
1. Schedule 1: Share Capital Structure: Details of the company's share capital structure pre and post-investment
2. Schedule 2: Particulars of the Company: Company details including registration number, registered office, and directors
3. Schedule 3: Conditions Precedent: List of conditions to be satisfied before completion
4. Schedule 4: Warranties: Detailed warranties given by the company and existing shareholders
5. Schedule 5: Share Transfer Notice: Form of notice for transferring shares
6. Appendix A: Shareholders' Particulars: Details of all shareholders including contact information
7. Appendix B: Reserved Matters: List of actions requiring special shareholder approval
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