The Proxy Shareholder Agreement is a fundamental corporate governance instrument used when shareholders need to delegate their voting rights and meeting participation to authorized representatives. This document is particularly crucial in Hong Kong's business environment, where corporate governance standards are stringent and shareholder participation is highly regulated. The agreement complies with the Hong Kong Companies Ordinance (Cap. 622) and establishes the framework for proxy appointments, defining the scope of authority, voting rights, and responsibilities of both the appointing shareholder and proxy holder(s). It's commonly used for annual general meetings, extraordinary general meetings, or ongoing shareholder representation, ensuring proper corporate governance and protection of shareholder interests through authorized proxy arrangements.
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1. Parties: Identification of the shareholder (appointer) and the proxy holder(s), including full legal names and addresses
2. Background: Context of the proxy appointment, including details of the relevant company and shareholding
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Proxy Rights', 'Company', 'Meeting(s)', etc.
4. Appointment of Proxy: Formal appointment clause specifying the proxy holder's appointment and the scope of authority
5. Duration and Termination: Term of the proxy appointment and circumstances under which it can be terminated
6. Scope of Authority: Detailed description of voting rights and other powers granted to the proxy holder
7. Proxy Holder's Obligations: Duties and responsibilities of the proxy holder, including voting instructions and reporting requirements
8. Shareholder's Obligations: Ongoing obligations of the appointing shareholder, including provision of information and documentation
9. Representations and Warranties: Standard representations by both parties regarding capacity and authority
10. Confidentiality: Obligations regarding confidential information accessed through the proxy relationship
11. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Multiple Proxy Holders: Required when appointing multiple proxy holders, defining their respective rights and coordination
2. Specific Voting Instructions: Detailed voting instructions for specific resolutions or types of decisions
3. Remuneration: Include when the proxy holder is to receive compensation for their services
4. Indemnification: Protection for proxy holder when acting in accordance with the agreement
5. Sub-Proxy Rights: Required when proxy holder is permitted to appoint sub-proxies
6. Electronic Communications: Provisions for electronic voting and communications where permitted
7. Conflict Resolution: Specific procedures for resolving disagreements between multiple proxy holders or with the shareholder
8. Insurance: Requirements for professional liability insurance if proxy holder is a professional representative
1. Schedule 1 - Proxy Form: Standard form of proxy compliant with Companies Ordinance requirements
2. Schedule 2 - Share Details: Details of shares covered by the proxy arrangement, including share certificates and classes
3. Schedule 3 - Voting Instructions: Template for providing specific voting instructions to proxy holder
4. Schedule 4 - Company Information: Details of the company whose shares are subject to the proxy arrangement
5. Schedule 5 - Communication Procedures: Procedures for communications between shareholder and proxy holder
6. Appendix A - Powers of Attorney: Any related powers of attorney or authorizations required for the proxy arrangement
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