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1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context and purpose of the share swap arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Swap Terms: Core terms of the swap including share descriptions, quantities, and reference prices
5. Payment Obligations: Details of payment calculations, timing, and mechanics
6. Settlement Mechanics: Procedures for settlement of the swap, including physical or cash settlement options
7. Representations and Warranties: Standard and specific representations and warranties from each party
8. Covenants: Ongoing obligations of the parties during the swap period
9. Events of Default: Circumstances constituting default and consequences
10. Termination Events: Circumstances allowing early termination and processes
11. Tax Provisions: Treatment of taxes, including stamp duty considerations
12. Regulatory Compliance: Compliance with Hong Kong securities laws and regulations
13. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Credit Support Arrangements: Required when parties agree to provide collateral or other credit support
2. Market Disruption Events: Include when dealing with listed shares to address trading suspensions or market disruptions
3. Dividend and Corporate Action Provisions: Needed when parties want to address treatment of corporate actions affecting the underlying shares
4. Break Clauses: Optional provisions allowing parties to terminate early on specified dates
5. Third Party Rights: Required when rights are to be conferred on non-parties under Cap. 623
6. Regulatory Reporting: Additional reporting requirements for regulated entities or large exposures
1. Schedule 1 - Share Details: Detailed description of shares including ISIN, exchange listing, quantity
2. Schedule 2 - Pricing and Valuation: Detailed pricing mechanisms, valuation methods and dates
3. Schedule 3 - Payment Calculations: Formulae and methods for calculating payments
4. Schedule 4 - Form of Confirmation: Template for trade confirmations under the agreement
5. Schedule 5 - Credit Support Terms: Details of any collateral arrangements and calculations
6. Appendix A - Standard Settlement Instructions: Account and settlement details for both parties
7. Appendix B - Authorized Signatories: List of persons authorized to act under the agreement
Additional Disruption Event
Adjustment Date
Affiliate
Aggregate Price Return Amount
Applicable Rate
Banking Day
Base Currency
Basket
Business Day
Calculation Agent
Calculation Date
Calculation Period
Cash Settlement
Change in Law
Closing Price
Confirmation
Corporate Action
Credit Support Document
Default Interest
Delivery Date
Determination Date
Dividend Amount
Dividend Payment Date
Dividend Period
Early Termination Amount
Early Termination Date
Effective Date
Eligible Swap
Event of Default
Exchange
Exchange Business Day
Exchange Disruption
Exchange Rate
Extraordinary Dividend
Final Price
Force Majeure Event
Hedging Disruption
HKD
Hong Kong
HKMA
Initial Price
Interest Period
Interest Rate
ISDA Definitions
Market Disruption Event
Material Adverse Effect
Merger Event
Notional Amount
Payment Date
Potential Event of Default
Price Return Amount
Price Source
Reference Price
Reference Shares
Regulatory Event
Relevant Exchange
Reset Date
SFC
Share Issuer
Shares
Stamp Duty
Strike Price
Swap Fee
Swap Rate
Tax Event
Termination Currency
Termination Date
Trading Day
Transaction
Transfer
Valuation Date
Valuation Time
Settlement
Calculation Method
Term and Termination
Events of Default
Market Disruption
Force Majeure
Representations and Warranties
Tax Provisions
Stamp Duty
Regulatory Compliance
Governing Law
Dispute Resolution
Confidentiality
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Set-off
Credit Support
Corporate Actions
Dividend Treatment
Early Termination
Default Interest
Recording of Communications
Third Party Rights
Anti-Money Laundering
Data Protection
Hedging Provisions
Trading Disruption
Price Adjustment
Currency Provisions
Account Details
Authorizations
Counterparts
Time of Essence
No Waiver
Financial Services
Banking
Investment Management
Securities Trading
Asset Management
Corporate Finance
Insurance
Private Equity
Investment Banking
Capital Markets
Legal
Compliance
Risk Management
Trading
Operations
Finance
Treasury
Investment Management
Regulatory Affairs
Documentation
Chief Financial Officer
Legal Counsel
Compliance Officer
Trading Manager
Risk Manager
Investment Manager
Portfolio Manager
Derivatives Trader
Financial Controller
Treasury Manager
Operations Manager
Legal Director
Compliance Director
Investment Director
Head of Trading
Head of Risk
Head of Legal
Head of Compliance
Head of Operations
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