Share Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Distribution Agreement

"I need a Share Distribution Agreement under Hong Kong law for distributing 1 million Series A preferred shares to five institutional investors, with tag-along rights and a 12-month lock-up period starting March 2025."

Document background
The Share Distribution Agreement is a crucial document used in Hong Kong when a company needs to formalize the distribution of its shares to various stakeholders. This document is essential for both private and public companies operating under Hong Kong law, particularly when executing share placements, employee share schemes, or corporate restructuring. The agreement must comply with the Hong Kong Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571), among other relevant regulations. It typically includes detailed provisions on distribution mechanics, regulatory compliance, shareholder rights, transfer restrictions, and completion procedures. The document is particularly important in scenarios involving multiple shareholders, complex distribution structures, or when regulatory oversight is significant.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, distributors, and any other relevant parties

2. Background: Context of the share distribution, including company information and purpose of the distribution

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Distribution Structure: Details of the share distribution mechanism, including number of shares, classes, and distribution method

5. Consideration: Terms regarding pricing, payment methods, and timing

6. Conditions Precedent: Prerequisites that must be satisfied before the distribution can proceed

7. Completion Mechanics: Process and requirements for completing the share distribution

8. Representations and Warranties: Standard warranties from all parties regarding capacity, authority, and share status

9. Regulatory Compliance: Obligations regarding compliance with relevant Hong Kong regulations and laws

10. Tax and Stamp Duty: Provisions regarding tax obligations and stamp duty responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Lock-up Provisions: Used when there are restrictions on further sale or transfer of distributed shares

2. International Compliance: Required when the distribution involves cross-border elements

3. Listing Requirements: Necessary when shares are or will be listed on the Hong Kong Stock Exchange

4. Tag-Along Rights: Optional protection for minority shareholders in private companies

5. Drag-Along Rights: Included when majority shareholders need power to force minority participation in future sales

6. Anti-Dilution Protection: Used in cases where future share issuances might affect the value of distributed shares

7. Put and Call Options: Include when parties want rights to sell back or purchase additional shares

8. Competition Compliance: Required when the distribution might raise competition law concerns

Suggested Schedules

1. Share Details: Detailed information about the shares being distributed, including class rights and numbers

2. Company Information: Key company details, shareholding structure, and corporate information

3. Distribution Process: Step-by-step procedure for the share distribution

4. Required Regulatory Approvals: List of necessary regulatory approvals and status

5. Form of Transfer Instruments: Template forms for share transfers and related documents

6. Completion Checklist: List of actions and documents required for completion

7. Key Financial Information: Relevant financial statements or information about the company

8. Shareholder Rights: Detailed description of rights attached to the shares being distributed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Legal Services

Corporate Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Telecommunications

Professional Services

Private Equity

Venture Capital

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Corporate Affairs

Shareholder Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Corporate Finance Manager

Investment Director

Board Director

Shareholder Relations Manager

Financial Controller

Risk Manager

Corporate Governance Officer

Managing Director

Partner (Law Firm)

Investment Banker

Corporate Advisory Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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