The Share Lending Agreement is a critical document used in Hong Kong's financial markets to facilitate securities lending transactions between financial institutions. It is primarily utilized when one party wishes to temporarily borrow securities, typically for settling trades, short selling, or supporting other trading strategies. The agreement comprehensively addresses key aspects of the lending relationship, including loan terms, collateral requirements, rights and obligations of parties, and regulatory compliance under Hong Kong law. It incorporates specific provisions required by Hong Kong regulators, particularly the Securities and Futures Commission, and includes mechanisms for handling corporate actions, dividend payments, and default scenarios. This document is essential for financial institutions engaging in securities lending activities in Hong Kong and must comply with local regulatory requirements while following international market practices.

1. Parties: Identification of the lender and borrower, including registration details and addresses

2. Background: Context of the agreement and general purpose of the share lending arrangement

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

4. Loans of Securities: Core provisions governing the lending and borrowing of securities, including initiation process

5. Delivery and Return: Procedures for delivering securities and returning them at the end of the loan period

6. Collateral Requirements: Requirements for posting and maintaining collateral, including margin requirements

7. Income and Corporate Actions: Treatment of dividends, rights issues, and other corporate actions during the loan period

8. Fees and Payments: Lending fees, payment mechanisms, and timing

9. Tax Provisions: Treatment of taxes, including withholding tax obligations and stamp duty considerations

10. Representations and Warranties: Standard and specific representations by both parties

11. Covenants: Ongoing obligations of the parties during the term of the agreement

12. Events of Default: Definition of default events and consequences

13. Termination: Circumstances and procedures for termination of loans and the agreement

14. Set-off Rights: Rights of set-off in respect of obligations under the agreement

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law