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1. Success Fee: Include when there is a performance-based compensation structure

2. Break Fee: Include when there are provisions for fees payable if the placement doesn't proceed

3. Sub-agents: Include when the placement agent may appoint sub-agents

4. Force Majeure: Include when specific force majeure provisions are needed beyond general provisions

5. Non-Competition: Include when restricting the placement agent from working with competitors

6. Marketing Materials: Include when specific provisions about marketing materials and their approval are needed

7. Data Protection: Include when significant personal data processing is involved

8. Anti-Corruption: Include when specific anti-corruption provisions are required beyond general compliance

1. Schedule 1: Scope of Services: Detailed description of services to be provided by the placement agent

2. Schedule 2: Fee Structure: Detailed breakdown of fees, including any success fees or milestone payments

3. Schedule 3: Target Investors: List of target investor categories or specific investors if pre-identified

4. Schedule 4: Due Diligence Requirements: Outline of required due diligence processes and documentation

5. Schedule 5: Marketing Materials Guidelines: Guidelines for preparation and approval of marketing materials

6. Appendix A: Form of Subscription Agreement: Template subscription agreement for investors

7. Appendix B: Compliance Checklist: Regulatory compliance requirements and checklist

8. Appendix C: Required Disclosures: Standard disclosures required under Hong Kong securities laws