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1. Parties: Identifies all members/shareholders and the Management Company
2. Background: Sets out the context and purpose of establishing the management company
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Formation and Name: Details of company formation, registered name, and business address
5. Purpose and Scope: Defines the company's business objectives and scope of operations
6. Capital Structure: Details of share capital, classes of shares, and initial contributions
7. Management Structure: Outlines the management hierarchy, appointment of directors, and decision-making processes
8. Members' Rights and Obligations: Specifies rights, voting powers, and obligations of members
9. Meetings and Resolutions: Procedures for board and shareholders' meetings, voting requirements
10. Financial Management: Financial procedures, accounting practices, and distribution policies
11. Transfer of Shares: Rules governing the transfer of ownership interests
12. Termination and Exit: Conditions and procedures for termination or member exit
13. Confidentiality: Provisions protecting confidential information
14. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
1. Intellectual Property Rights: Include when the company owns or manages significant IP assets
2. Employee Management: Include when the company will have significant staff management responsibilities
3. Property Management Services: Include when the company provides property management services
4. Non-Competition: Include when there are concerns about competition from members
5. Insurance: Include when specific insurance requirements need to be detailed
6. Environmental Compliance: Include when operations have environmental impacts
7. Digital Assets and Data Protection: Include when handling significant digital assets or personal data
8. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred
1. Schedule 1: Initial Members and Shareholdings: Details of all initial members and their respective shareholdings
2. Schedule 2: Business Plan: Initial business plan and operational strategy
3. Schedule 3: Management Structure Chart: Organizational chart and reporting lines
4. Schedule 4: Key Performance Indicators: Metrics for evaluating management performance
5. Schedule 5: Fee Structure: Management fees and payment terms
6. Schedule 6: Reserved Matters: Decisions requiring special approval
7. Appendix A: Initial Directors: List of initial directors and their details
8. Appendix B: Company Policies: Key operational policies and procedures
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