A New Shareholders' Agreement is a crucial document for companies operating under Hong Kong law, typically implemented when establishing a new company, bringing in new investors, or restructuring existing shareholder arrangements. This agreement serves as the foundational document governing the relationship between shareholders, protecting their interests while ensuring efficient company operation. It must comply with Hong Kong's Companies Ordinance (Cap. 622) and related legislation, addressing key aspects such as share transfers, management rights, dividend policies, and dispute resolution mechanisms. The agreement is particularly important in Hong Kong's dynamic business environment, where international and local investors frequently collaborate in various business ventures.
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1. Parties: Identification of all shareholders and the company entering into the agreement
2. Background: Context of the agreement, including company details and purpose of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Capital and Shareholdings: Details of company's share structure and current shareholdings
5. Directors and Management: Appointment rights, board composition, and management structure
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
8. Transfer of Shares: Restrictions and procedures for transferring shares
9. Pre-emption Rights: Existing shareholders' rights to purchase shares before offered to third parties
10. Dividend Policy: Agreement on distribution of profits and dividend declarations
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Obligations regarding confidential information
13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Default: Consequences of breaching the agreement
15. Termination: Circumstances and procedures for terminating the agreement
16. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale of company
3. Dead-Lock Resolution: Procedures for resolving fundamental disagreements between shareholders
4. Share Valuation: Specific methods for valuing shares in various transfer scenarios
5. Intellectual Property Rights: Specific provisions for companies with significant IP assets
6. Employee Share Scheme: Provisions for implementing employee share ownership plans
7. Exit Strategy: Specific provisions for company sale or IPO
8. Anti-Dilution Protection: Protection against dilution for certain shareholders in future funding rounds
9. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
1. Schedule 1 - Details of the Company: Company registration details, registered office, directors
2. Schedule 2 - Share Capital and Shareholdings: Detailed breakdown of share classes and current ownership
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Deed of Adherence: Form for new shareholders to join the agreement
5. Schedule 5 - Business Plan: Initial business plan and strategy
6. Schedule 6 - Share Valuation Methodology: Detailed procedures for share valuation
7. Appendix A - Board Resolutions: Format for board resolutions and voting procedures
8. Appendix B - Shareholders' Resolutions: Format for shareholder resolutions and voting procedures
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Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Professional Services
Retail
Healthcare
Education
Construction
Media and Entertainment
Logistics
Energy
Agriculture
Telecommunications
Hospitality
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Executive Management
Board of Directors
Corporate Governance
Investor Relations
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Director
Board Director
Managing Director
Compliance Officer
Business Development Director
Finance Manager
Investment Manager
Corporate Governance Officer
Risk Manager
Shareholder Relations Manager
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