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Preference Share Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Preference Share Agreement

"Need a Hong Kong law Preference Share Agreement for a Series A investment of HKD 10 million, with 8% cumulative dividend rights, anti-dilution protection, and board appointment rights for a technology startup, to be completed by March 2025."

Document background
The Preference Share Agreement is a crucial document used when a company wishes to raise capital while maintaining existing control structures. Governed by Hong Kong law, particularly the Companies Ordinance (Cap. 622), this agreement defines the specific rights, preferences, and restrictions attached to preference shares being issued. It is commonly used in investment rounds, corporate restructuring, or when companies need to attract investors with guaranteed returns or priority rights. The document typically includes detailed provisions on dividend rights, voting powers, redemption mechanisms, and liquidation preferences, making it essential for both the issuing company and investors to understand their respective rights and obligations. The agreement must comply with Hong Kong's regulatory framework while accommodating the commercial needs of all parties involved.
Suggested Sections

1. Parties: Identification of the company issuing the preference shares and the preference shareholder(s)

2. Background: Context of the preference share issuance, including company status and purpose of the preference share creation

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document

4. Subscription and Issue: Details of the preference share subscription, including number of shares, price, and payment terms

5. Preference Share Rights: Core economic rights including dividend preferences, capital return preferences, and conversion rights

6. Voting Rights: Scope and limitations of voting rights attached to the preference shares

7. Transfer Restrictions: Limitations and conditions on the transfer of preference shares

8. Company Covenants: Ongoing obligations of the company to protect preference shareholders' interests

9. Redemption Rights: Terms and conditions for redemption of preference shares

10. Events of Default: Circumstances constituting default and consequences thereof

11. Representations and Warranties: Key statements of fact and assurances from both parties

12. Notices: Process for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Anti-Dilution Protection: Provisions protecting preference shareholders from dilution in case of new share issuances

2. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable

3. Tag-Along Rights: Right of preference shareholders to join in sale of shares by majority shareholders

4. Drag-Along Rights: Right of majority shareholders to force preference shareholders to join in a sale

5. Information Rights: Special rights to receive company information and financial reports

6. Board Representation: Rights to appoint directors or observers to the board

7. Liquidation Preference: Special rights in case of company liquidation or winding up

8. Protective Provisions: Specific matters requiring preference shareholder approval

Suggested Schedules

1. Schedule 1 - Share Certificate Form: Template for the preference share certificate

2. Schedule 2 - Subscription Details: Detailed information about the preference shares including price, number, and class

3. Schedule 3 - Company Information: Key corporate details including share capital structure and existing shareholders

4. Schedule 4 - Warranties: Detailed list of company warranties

5. Schedule 5 - Calculation of Dividends: Formula and examples for calculating preference share dividends

6. Schedule 6 - Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

7. Appendix A - Board Resolutions: Copy of board resolutions approving the preference share issuance

8. Appendix B - Shareholders' Resolutions: Copy of shareholders' resolutions approving the preference share issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























































Clauses



































Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Private Equity

Venture Capital

Professional Services

Retail

Infrastructure

Telecommunications

Energy

E-commerce

Biotechnology

Construction

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Executive Management

Company Secretarial

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Company Secretary

Legal Counsel

Finance Director

Investment Banker

Private Equity Manager

Venture Capital Associate

Corporate Finance Manager

Board Director

Compliance Officer

Financial Controller

Managing Director

Investment Director

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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