Public Company Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Public Company Shareholders Agreement is a crucial document for Hong Kong listed companies and their shareholders, establishing the framework for shareholder relationships and corporate governance. It becomes necessary when a public company needs to formalize arrangements between its shareholders, particularly in cases involving strategic investors, institutional holders, or when specific voting or control arrangements need to be established. The agreement must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and HKEX listing rules, while addressing matters such as share transfers, voting rights, board representation, and information access. This document is particularly important in the context of Hong Kong's position as a major financial center, where public companies often have diverse international shareholding structures requiring clear governance frameworks.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Telecommunications

Energy

Infrastructure

Consumer Goods

Professional Services

Mining and Resources

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Investor Relations

Corporate Governance

Risk Management

Board Administration

Corporate Communications

Regulatory Affairs

Relevant Roles

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

Industries
Companies Ordinance (Cap. 622): Primary legislation governing formation, operation, and management of companies in Hong Kong, including provisions for shareholder rights and company administration
Securities and Futures Ordinance (Cap. 571): Regulates securities markets, including disclosure requirements and investor protection provisions for public companies
Stock Exchange of Hong Kong Listing Rules: Details requirements for listed companies including corporate governance, disclosure obligations, and shareholder protection provisions
Contracts Ordinance (Cap. 23): Governs the formation and enforcement of contracts in Hong Kong, essential for the shareholders agreement's validity
Competition Ordinance (Cap. 619): Regulates anti-competitive practices and mergers, relevant for shareholder arrangements that might affect market competition
Corporate Governance Code: Provides principles and code provisions for corporate governance practices that listed companies must follow
Companies (Model Articles) Notice (Cap. 622H): Contains model articles that may be relevant for structuring company constitution and shareholder rights
Securities and Futures (Price Stabilizing) Rules (Cap. 571W): Relevant for provisions relating to share price stabilization and market manipulation
Hong Kong Codes on Takeovers and Mergers: Important for provisions relating to change of control and mandatory offer obligations
Personal Data (Privacy) Ordinance (Cap. 486): Relevant for handling shareholder personal data and privacy protection provisions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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