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1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Context of the share transfer, including details about the company whose shares are being transferred
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.
4. Agreement to Assign: Core provision stating the Assignor's agreement to transfer the shares to the Assignee
5. Consideration: Details of the purchase price and payment terms for the shares
6. Completion: Specific requirements and timing for completing the share transfer, including delivery of share certificates and execution of transfer forms
7. Assignor's Warranties: Warranties regarding ownership of shares, authority to sell, absence of encumbrances, etc.
8. Assignee's Warranties: Warranties regarding authority to purchase and compliance with relevant laws
9. Stamp Duty: Provisions regarding payment of Hong Kong stamp duty on the share transfer
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. Execution: Signature blocks and execution formalities
1. Pre-completion Obligations: Used when there are specific actions required before completion, such as obtaining regulatory approvals or third-party consents
2. Non-competition: Include when the Assignor needs to be restricted from competing with the company post-transfer
3. Confidentiality: Required when sensitive information is exchanged during the transaction process
4. Tax Indemnity: Include when specific tax implications need to be addressed beyond stamp duty
5. Further Assurance: Used when additional actions may be required post-completion to perfect the transfer
6. Existing Encumbrances: Include when the shares are subject to existing charges or other encumbrances that need to be addressed
7. Company Consent: Required when the company's articles of association require board or shareholder approval for share transfers
1. Schedule 1 - Share Details: Detailed description of the shares being transferred, including share certificate numbers and distinctive numbers
2. Schedule 2 - Company Information: Key details about the company whose shares are being transferred, including registration number and registered office
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Form of Transfer: The prescribed Hong Kong share transfer form to be used
5. Appendix A - Board Resolution: Template board resolution approving the share transfer (if required)
6. Appendix B - Existing Encumbrances: Details of any existing charges or encumbrances affecting the shares (if applicable)
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