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1. Parties: Identification of the issuer/dealer and the investor, including registration details and addresses
2. Background: Context of the agreement and brief description of the equity-linked product being offered
3. Definitions and Interpretation: Definitions of technical terms, market events, calculation methods, and interpretation rules
4. Investment Terms: Core terms including notional amount, underlying securities, strike price, and investment period
5. Subscription and Settlement: Process for subscribing to the product and settlement mechanics
6. Calculations and Valuations: Details of how calculations are made, including pricing, adjustments, and market disruption provisions
7. Payments: Payment obligations, currency provisions, and payment mechanics
8. Market Disruption Events: Provisions dealing with market disruptions and their consequences
9. Representations and Warranties: Standard representations and warranties from both parties
10. Events of Default: Definition of events of default and their consequences
11. Termination: Provisions for early termination and its consequences
12. Notices: Communication requirements and methods between parties
13. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Additional Product Features: Used when the product includes special features like knock-in/knock-out provisions or autocallable features
2. Hedging Provisions: Include when the issuer needs specific hedging rights and protections
3. Tax Provisions: Detailed tax provisions when product has specific tax implications or cross-border elements
4. Transfer Restrictions: Include when transfer of the product needs to be restricted
5. Additional Risk Disclosures: Used for products with unique or complex risk profiles requiring specific disclosures
6. Force Majeure: Extended force majeure provisions for complex products or volatile markets
7. Intermediary Provisions: Include when the product is sold through intermediaries
8. Custody Arrangements: Used when specific custody arrangements are required for the underlying securities
1. Schedule 1 - Product Terms: Detailed terms of the specific equity-linked product including all economic terms
2. Schedule 2 - Calculation Methods: Detailed calculation methodologies for all relevant pricing and adjustment calculations
3. Schedule 3 - Form of Notice: Standard forms for various notices required under the agreement
4. Schedule 4 - Risk Disclosure Statement: Detailed risk disclosures required by Hong Kong regulations
5. Schedule 5 - Subscription Form: Form for investor subscription to the product
6. Schedule 6 - Term Sheet: Summary of key commercial terms and features
7. Appendix A - KYC Requirements: Required know-your-client documentation and forms
8. Appendix B - Professional Investor Declaration: Forms and requirements for professional investor status verification
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