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.
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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
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