Stock Swap Agreement Template for Hong Kong

1. Regulatory Compliance: Required if either company is listed or if regulatory approvals are needed

2. Share Rights and Restrictions: Needed if the shares have special rights or restrictions attached

3. Post-Completion Covenants: Include if there are ongoing obligations after the swap

4. Anti-dilution Provisions: Include if protection against share dilution is required

5. Tag-Along/Drag-Along Rights: Include if these rights are to be granted to shareholders

6. Non-Competition: Include if parties need to be restricted from competing

7. Interim Management: Required if there are specific company management requirements between signing and completion

8. Break Fee: Include if there should be compensation for failed completion

1. Schedule 1 - Share Details: Detailed description of the shares being swapped including class, nominal value, and rights

2. Schedule 2 - Company Information: Corporate information for both companies including shareholding structure

3. Schedule 3 - Swap Calculations: Detailed calculation methodology for the swap ratio

4. Schedule 4 - Completion Requirements: List of documents and actions required at completion

5. Schedule 5 - Warranties: Detailed warranties about the shares and companies

6. Appendix A - Board Resolutions: Pro-forma board resolutions approving the swap

7. Appendix B - Share Certificates: Forms of share certificates to be issued

8. Appendix C - Transfer Forms: Pro-forma share transfer forms