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Subscription Agreement Private Equity

Subscription Agreement Private Equity Template for Hong Kong

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Key Requirements PROMPT example:

Subscription Agreement Private Equity

"I need a Private Equity Subscription Agreement under Hong Kong law for a first-time institutional investor subscribing to our technology-focused PE fund, with a commitment of USD 50 million and specific ESG reporting requirements."

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Document background
The Private Equity Subscription Agreement is a fundamental document used in Hong Kong's private equity industry to formalize and document an investor's commitment to invest in a private equity fund or investment vehicle. This agreement is essential when an investor wishes to participate in a private equity investment and needs to be drafted in compliance with Hong Kong's legal and regulatory framework, particularly the Securities and Futures Ordinance and Companies Ordinance. The document typically contains detailed provisions regarding the subscription process, investor qualifications, payment terms, representations and warranties, and various investor rights and obligations. Private Equity Subscription Agreements in Hong Kong must also address specific local requirements regarding investor protection, anti-money laundering compliance, and regulatory reporting. The agreement serves as the primary contractual foundation for the relationship between the fund and its investors, often accompanied by side letters for specific investor arrangements.
Suggested Sections

1. Parties: Identification of the Fund/Company, the Investor(s), and any other relevant parties such as the General Partner or Investment Manager

2. Background: Context of the subscription opportunity, brief description of the Fund/Company, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription and Payment Terms: Details of the subscription amount, payment schedule, and method of payment

5. Closing Conditions: Conditions precedent to the subscription becoming effective, including due diligence requirements and regulatory approvals

6. Representations and Warranties: Statements of fact and assurances from both the investor and the fund/company

7. Covenants: Ongoing obligations of the parties throughout the investment period

8. Transfer Restrictions: Limitations on the transfer of interests and any applicable lock-up periods

9. Defaulting Investor Provisions: Consequences and remedies for investor default on capital calls or other obligations

10. Confidentiality: Obligations regarding the protection of confidential information

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Tag-Along Rights: Optional provisions allowing investors to join in on a sale by other investors, typically included for minority investor protection

2. Drag-Along Rights: Provisions allowing majority investors to force minority investors to join in a sale, included when needed for exit flexibility

3. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds, included for earlier stage investments

4. Information Rights: Specific rights regarding financial and operational information access, included for major investors

5. Board Representation: Rights to appoint board members or observers, included for significant investments

6. Co-Investment Rights: Rights to participate in future investment opportunities, included for strategic investors

7. ESG Provisions: Environmental, Social, and Governance requirements, included when investors have specific ESG policies

Suggested Schedules

1. Subscription Details: Detailed breakdown of subscription amount, class of interests/shares, and payment schedule

2. Investor Questionnaire: Due diligence questionnaire including investor qualification and AML information

3. Investment Terms: Detailed terms of the investment including fees, expenses, and distribution waterfall

4. Form of Transfer Notice: Template for notifying transfers of interests

5. KYC Requirements: List of required know-your-customer documentation

6. Power of Attorney: Form of power of attorney for executing additional documents

7. Tax Forms: Required tax forms and certifications

8. Side Letter Terms: Summary of any side letter arrangements (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































































Clauses









































Relevant Industries

Financial Services

Private Equity

Investment Management

Professional Services

Real Estate

Technology

Healthcare

Manufacturing

Consumer Goods

Infrastructure

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Investment

Finance

Risk Management

Operations

Fund Administration

Corporate Secretarial

Due Diligence

Client Relations

Relevant Roles

General Counsel

Legal Counsel

Fund Manager

Investment Director

Compliance Officer

Chief Financial Officer

Investment Manager

Private Equity Associate

Fund Administrator

Risk Manager

Company Secretary

Director of Operations

Managing Partner

Investment Committee Member

Due Diligence Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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