A Board Resolution For Sale Of Shares Of Subsidiary Company is a crucial corporate document required under Hong Kong law when a company intends to dispose of its shareholding in a subsidiary. This document is essential for demonstrating proper corporate governance and compliance with the Hong Kong Companies Ordinance (Cap. 622) and the company's articles of association. It is typically prepared following management recommendation and due diligence, but prior to executing the actual share sale agreement. The resolution must capture all material aspects of the transaction, including the identity of the subsidiary, sale terms, consideration, and authorization of specific individuals to execute the transaction. For listed companies, additional considerations regarding the Listing Rules and potential shareholder approval requirements must be addressed. The document serves as evidence of the board's informed decision-making process and authorization of the transaction.
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1. Header and Date: Formal header with company name, date, time, and location of board meeting
2. Present and Quorum: List of directors present and confirmation of quorum requirements being met
3. Chairperson: Identification of the chairperson of the meeting
4. Declaration of Interests: Directors' declarations of any interests in the proposed transaction
5. Background and Purpose: Description of the subsidiary, reason for sale, and strategic rationale
6. Transaction Details: Key terms of the proposed sale including price, payment terms, and buyer details
7. Board Considerations: Summary of the board's evaluation of the transaction and determination it is in company's best interests
8. Principal Resolution: The main resolution approving the sale of shares
9. Authority to Execute: Authorization of specific officers to execute documents and take necessary actions
10. Closing: Signature of chairperson and company secretary confirming the resolution
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Related Party Considerations: Required when the buyer is a related party or connected person
3. Special Conditions: Include when there are specific conditions precedent or subsequent to the sale
4. Risk Assessment: Detailed analysis of transaction risks, recommended for material disposals
5. Shareholder Approval: Required when the transaction requires shareholder approval under articles or listing rules
6. Financial Impact: Analysis of financial impact on the company, recommended for material transactions
1. Schedule 1 - Subsidiary Details: Details of the subsidiary including incorporation information, share capital, and current shareholding
2. Schedule 2 - Transaction Terms: Detailed terms and conditions of the share sale
3. Schedule 3 - Valuation Summary: Summary of any independent valuation obtained for the transaction
4. Appendix A - Board Papers: Key board papers and management presentations considered
5. Appendix B - Legal Opinion: Summary of legal advice received (if any)
6. Appendix C - Financial Statements: Relevant financial statements of the subsidiary
Relevant legal definitions
Board
Company
Subsidiary
Sale Shares
Purchaser
Consideration
Completion
Completion Date
Share Sale Agreement
Articles of Association
Companies Ordinance
Directors
Listing Rules
Transaction Documents
Authorized Signatories
Business Day
Group
Related Party
Material Interest
Quorum
Resolution
Secretary
Transfer
Voting Rights
Company
Subsidiary
Sale Shares
Purchaser
Consideration
Completion
Completion Date
Share Sale Agreement
Articles of Association
Companies Ordinance
Directors
Listing Rules
Transaction Documents
Authorized Signatories
Business Day
Group
Related Party
Material Interest
Quorum
Resolution
Secretary
Transfer
Voting Rights
Clauses
Meeting Constitution
Quorum Verification
Chairperson Appointment
Interest Declarations
Transaction Overview
Board Deliberation
Share Sale Terms
Consideration
Transaction Approval
Authority Delegation
Document Execution
Regulatory Compliance
Related Party Matters
Financial Impact
Risk Assessment
Shareholder Approval Requirements
Conditions Precedent
Implementation Authority
Corporate Seal Usage
Filing Requirements
Quorum Verification
Chairperson Appointment
Interest Declarations
Transaction Overview
Board Deliberation
Share Sale Terms
Consideration
Transaction Approval
Authority Delegation
Document Execution
Regulatory Compliance
Related Party Matters
Financial Impact
Risk Assessment
Shareholder Approval Requirements
Conditions Precedent
Implementation Authority
Corporate Seal Usage
Filing Requirements
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Construction
Transportation
Mining
Consumer Goods
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Corporate Governance
Board of Directors
Executive Management
Compliance
Finance
Corporate Affairs
Risk Management
Mergers and Acquisitions
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Chairman of the Board
Chief Legal Officer
Chief Operating Officer
Corporate Secretary
Compliance Officer
Managing Director
Executive Director
Non-Executive Director
Corporate Affairs Manager
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