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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, including company details and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Ownership Structure: Details of share classes, numbers, and ownership percentages
5. Rights Attached to Shares: Voting rights, dividend rights, and other privileges attached to shares
6. Transfer Restrictions: Limitations and conditions on the transfer of shares
7. Pre-emptive Rights: Rights of existing shareholders to purchase new shares before third parties
8. Board Composition and Management: Structure and appointment rights for the board of directors
9. Shareholder Meetings and Voting: Procedures for meetings and voting requirements
10. Reserved Matters: Decisions requiring special majority or unanimous approval
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Tag-Along Rights: Option for minority shareholders to join in sale of majority shares
2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale
3. Put and Call Options: Rights to force purchase/sale of shares under specific conditions
4. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
5. Dividend Policy: Specific arrangements for distribution of profits
6. Dead-Lock Resolution: Procedures for resolving management deadlocks
7. Share Valuation Mechanism: Method for determining share value in various scenarios
8. Employee Share Scheme: Provisions for employee share ownership if applicable
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership
2. Schedule 2 - Reserved Matters: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders joining the agreement
4. Schedule 4 - Company Information: Details of the company including registration information
5. Schedule 5 - Initial Business Plan: If applicable, initial business objectives and strategies
6. Appendix A - Share Transfer Notice: Template for notifying intention to transfer shares
7. Appendix B - Tag-Along Notice: Template for exercising tag-along rights
8. Appendix C - Valuation Principles: Detailed methodology for share valuation
Articles of Association
Board
Business
Business Day
Company
Completion
Confidential Information
Control
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Hong Kong
Independent Expert
Initial Business Plan
Intellectual Property Rights
Material Adverse Change
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Prohibited Transfer
Qualifying IPO
Reserved Matters
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Transfer Notice
Valuation Date
Voting Rights
Working Hours
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Dividend Rights
Reserved Matters
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Share Valuation
Default Events
Deadlock Resolution
Put Option
Call Option
Exit Rights
Anti-Dilution
Representations and Warranties
Dispute Resolution
Governing Law
Share Transfer Mechanics
Assignment
Termination
Amendments
Notices
Severability
Costs and Expenses
Further Assurance
Entire Agreement
Force Majeure
Waiver
Shareholder Meetings
Directors' Appointments
Business Plan Approval
Share Certificate Issuance
Compliance with Laws
Technology
Financial Services
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Education
Media and Entertainment
Telecommunications
Energy
Transportation and Logistics
Construction
Biotechnology
E-commerce
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Investment
Risk Management
Board Secretariat
Strategic Planning
Shareholder Relations
Corporate Advisory
Executive Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Director
Compliance Officer
Board Director
Managing Director
Finance Director
Corporate Governance Officer
Business Development Director
Shareholder Relations Manager
Investment Manager
Risk Manager
Company Director
General Counsel
Corporate Advisory Manager
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