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Public Company Shareholders Agreement
"I need a Public Company Shareholders Agreement for a Hong Kong listed technology company with significant international institutional investors, including specific provisions for tech sector compliance and data privacy considerations, to be implemented by March 2025."
1. Parties: Identification of the company and all shareholders party to the agreement
2. Background: Context of the agreement, company structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholders: Details of share classes, rights, and current shareholding structure
5. Corporate Governance: Board composition, appointment rights, and decision-making processes
6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Limitations and procedures for transferring shares
9. Tag-Along and Drag-Along Rights: Rights of shareholders in case of significant share transfers
10. Information Rights: Shareholders' rights to company information and financial reports
11. Compliance with Listing Rules: Obligations to comply with HKEX listing rules and regulations
12. Confidentiality: Protection of company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. General Provisions: Standard clauses including notices, amendments, and governing law
1. Pre-emptive Rights: Rights of existing shareholders to purchase new share issues - optional if not required by specific shareholders
2. Anti-dilution Protection: Protection against share value dilution - relevant for significant minority shareholders
3. Strategic Shareholders Rights: Special rights for strategic investors or founding shareholders
4. Foreign Ownership Provisions: Special provisions for foreign shareholders - needed if foreign ownership restrictions apply
5. Dividend Policy: Specific dividend distribution rules - optional if following standard company policy
6. Non-Compete and Non-Solicitation: Restrictions on competitive activities - relevant for strategic shareholders
7. IPO Rights: Rights and procedures for future IPO - relevant if company plans future listing
8. Environmental, Social and Governance (ESG): ESG compliance and reporting requirements - important for companies with ESG focus
9. Digital Securities Provisions: Provisions for digital share certificates or blockchain-based securities - relevant for tech-focused companies
1. Schedule 1 - Share Capital and Shareholders: Detailed breakdown of shareholding structure and share classes
2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special approval
3. Schedule 3 - Board Composition: Current board structure and appointment rights
4. Schedule 4 - Company Information: Key company details, registration information, and corporate structure
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6 - Competing Businesses: List of permitted competing businesses or activities
7. Schedule 7 - Share Transfer Procedures: Detailed procedures and forms for share transfers
8. Appendix A - Corporate Governance Guidelines: Detailed corporate governance procedures and policies
9. Appendix B - Valuation Methodology: Agreed methods for share valuation in various scenarios
Authors
Affiliate
Annual General Meeting
Applicable Law
Articles of Association
Board
Business Day
Change of Control
Company
Companies Ordinance
Competing Business
Completion
Confidential Information
Connected Person
Control
Corporate Governance Code
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Extraordinary General Meeting
Fair Market Value
Financial Year
General Meeting
Group
HKEX
Independent Director
Independent Shareholders
Information Rights
Institutional Investor
Listing Rules
Major Shareholder
Material Adverse Change
Member
Memorandum
New Securities
Notice
Ordinary Resolution
Permitted Transfer
Pre-emptive Right
Prescribed Price
Proposed Transferee
Public Float
Qualified IPO
Related Party Transaction
Reserved Matter
Restricted Business
Sale Shares
Securities and Futures Ordinance
Share Capital
Shareholder
Special Resolution
Strategic Investor
Substantial Shareholder
SFC
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Valuation
Voting Rights
Definitions
Share Capital Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Corporate Governance
Regulatory Compliance
Anti-dilution Protection
Confidentiality
Non-compete
Non-solicitation
Dispute Resolution
Deadlock Resolution
Default
Termination
Exit Rights
Valuation
Representations and Warranties
Public Float Maintenance
Connected Transactions
Related Party Transactions
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Costs and Expenses
Further Assurance
Financial Services
Technology
Real Estate
Manufacturing
Retail
Healthcare
Telecommunications
Energy
Infrastructure
Consumer Goods
Professional Services
Mining and Resources
Transportation and Logistics
Media and Entertainment
Legal
Corporate Secretariat
Compliance
Finance
Investor Relations
Corporate Governance
Risk Management
Board Administration
Corporate Communications
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Compliance Officer
Investor Relations Manager
Risk Management Officer
Corporate Communications Director
Investment Manager
Regulatory Affairs Director
Finance Director
General Counsel
Board Chairman
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