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1. Parties: Identification of the Transferor and Transferee, including full legal names, registration numbers (if companies), and addresses
2. Background: Context of the transfer, including details of the company whose shares are being transferred and the existing shareholding
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.
4. Sale and Purchase: Core provision detailing the agreement to transfer the shares and the consideration
5. Purchase Price: Details of the consideration, payment terms, and payment method
6. Completion: Specifics of when and how the transfer will be completed, including timing and mechanics
7. Transferor's Obligations: List of actions the transferor must take to effect the transfer, including delivery of share certificates and executed instruments
8. Transferee's Obligations: List of actions the transferee must take, including payment and delivery of any required documents
9. Stamp Duty: Provisions regarding payment of stamp duty and responsibility for submission to Inland Revenue
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and Hong Kong courts' jurisdiction
1. Warranties: Representations and warranties by the transferor regarding title to shares, authority to sell, etc. (Include for larger transactions or where specific assurances are required)
2. Regulatory Compliance: Additional provisions for compliance with SFC regulations and HKEX requirements (Include for listed company shares)
3. Conditions Precedent: Any conditions that must be satisfied before completion (Include where transfer is subject to specific requirements or approvals)
4. Non-Competition: Restrictions on transferor's future activities (Include where transferor is a key person or has significant market influence)
5. Confidentiality: Provisions regarding confidentiality of the transaction (Include for sensitive or high-value transactions)
6. Tax Indemnity: Provisions regarding tax liabilities and indemnities (Include for high-value transfers or where tax complications exist)
7. Further Assurance: Obligation to take additional steps if needed to perfect the transfer (Include for complex transactions)
1. Schedule 1 - Share Details: Detailed description of the shares being transferred, including class, number, and distinctive numbers
2. Schedule 2 - Form of Stock Transfer Form: The prescribed form of instrument of transfer required under Hong Kong law
3. Schedule 3 - Company Information: Details of the company whose shares are being transferred, including registration number, registered office, and share capital structure
4. Schedule 4 - Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
5. Schedule 5 - Warranties: If warranties are included, detailed list of warranties given by the transferor (optional)
6. Appendix A - Board Resolution: Pro-forma board resolution approving the share transfer (if required by articles of association)
7. Appendix B - Regulatory Filings: Forms and notices required to be filed with various authorities (if applicable)
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