Investor Presentaiton
Pre-IPO equity investment (cont'd)
PERMISSIBILITY OF SPECIAL RIGHTS/OBLIGATIONS (cont'd)
Exclusivity Rights and No More Favourable Terms - Disallowed unless "Fiduciary Out"
Provision: Terms that the applicant is not allowed to issue any shares, options, warrants or
rights to any direct competitor of the pre-IPO investor or to other investors on more
favourable terms. These rights will be disallowed after listing UNLESS the investment
agreement is modified to include an explicit "fiduciary out" clause allowing directors of the
applicant to ignore the terms if complying with the terms would prevent them from carrying
out their fiduciary duties.
Information Rights - Allowed: right to receive corporate information from the applicant.
Allowed ONLY IF pre-IPO investor receives only published information or information which is
made available to the general public at the same time.
For Price Sensitive Information (PSI), the issuer needs to comply with the statutory PSI
disclosure regime in Part XIVA SFO.
CHARLTONS
易周律师行
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