An Equity Repurchase Agreement is a crucial document used when a company wishes to buy back its own shares from existing shareholders in Hong Kong. This type of transaction requires careful consideration of Hong Kong's regulatory framework, including compliance with the Companies Ordinance (Cap. 622), Securities and Futures Ordinance, and for listed companies, the Hong Kong Listing Rules and Share Buy-backs Code. The document is typically used for capital management, share price support, excess cash utilization, or shareholder exit arrangements. It includes essential provisions covering transaction terms, regulatory approvals, completion mechanics, warranties, and tax implications, while ensuring compliance with Hong Kong's specific requirements for share repurchases, including financial assistance restrictions and solvency tests.
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1. Parties: Identification of the selling shareholder(s) and the company purchasing the shares
2. Background: Context of the share repurchase, including current shareholding and corporate approvals obtained
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and completion mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
6. Completion: Timing, location, and mechanics of completion, including deliverables
7. Representations and Warranties: Standard representations from both parties, including title to shares and authority to transact
8. Tax and Stamp Duty: Allocation of tax and stamp duty liabilities
9. Confidentiality: Obligations regarding transaction confidentiality
10. Notices: Process for serving notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Price Adjustment: Include when the purchase price may be adjusted based on specific triggers or conditions
2. Tag-Along Rights: Include when other shareholders have rights to participate in the repurchase
3. Regulatory Compliance: Additional section needed for listed companies to address specific listing rules and codes
4. Non-Competition: Include when selling shareholder is restricted from competing post-completion
5. Interim Management: Include when there's a gap between signing and completion requiring conduct of business provisions
6. Break Fee: Include when parties agree to compensation if transaction fails under specific circumstances
1. Share Details: Details of shares being repurchased including share certificates numbers
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Form of Transfer Instrument: Pro-forma share transfer form
4. Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Warranties: Detailed warranties from selling shareholder regarding the shares and company
6. Payment Details: Bank account and payment mechanism details
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