Investor Presentaiton
Pre-IPO equity investment (cont'd)
PERMISSIBILITY OF SPECIAL RIGHTS/OBLIGATIONS (cont'd)
Put or Exit Options - Disallowed: All put or exit options which grant pre-IPO investors the
right to put back the investments to the applicant or its controlling shareholder. The only
event in which a put or exit option is allowed is when the terms of the pre-IPO investment
state that the put or exit option can only be exercised if listing does not take place.
Director Nomination Rights - Disallowed: Pre-IPO investors may exercise a right to nominate
or appoint a director before listing, BUT that director would be subject to the retirement and
re-appointment requirements in the articles after listing.
Veto rights - Disallowed: contractual right given to pre-IPO investors to veto the applicant's
major corporate actions such as passing a resolution to wind up the company, any change to
the business carried on by the group, and the amalgamation by any group member with any
other company, etc.
Anti-dilution Rights: Listing Rules provide that securities cannot be offered to the issuer's
existing shareholders on a preferential basis and they must not be given preferential
treatment in the allocation of securities.
CHARLTONS
易周律师行
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