The Stock Repurchase Agreement is a crucial document used when a Hong Kong company decides to buy back its own shares from existing shareholders. This transaction may be undertaken for various purposes, including capital structure optimization, excess cash utilization, or as part of a shareholder exit strategy. The agreement must strictly comply with Hong Kong's Companies Ordinance (Cap. 622), which sets out specific requirements for share buybacks, including maintenance of capital rules and shareholder approval thresholds. For listed companies, additional compliance with the Hong Kong Stock Exchange Listing Rules and Share Buy-backs Code is essential. The document typically includes detailed provisions on valuation, payment mechanisms, regulatory approvals, and completion procedures, all tailored to Hong Kong's legal and regulatory framework.
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1. Parties: Identification of the company and the selling shareholders
2. Background: Context of the agreement and current shareholding situation
3. Definitions: Key terms used throughout the agreement
4. Agreement to Sell and Purchase: Core terms of the share repurchase, including number of shares and price
5. Purchase Price and Payment: Details of consideration and payment mechanics
6. Conditions Precedent: Requirements to be met before completion, including regulatory approvals
7. Completion: Timing, location, and mechanics of the share transfer
8. Seller's Warranties: Representations regarding share ownership, authority to sell, and compliance
9. Company's Warranties: Representations regarding authority, compliance, and financial capacity
10. Regulatory Compliance: Compliance with Companies Ordinance and other applicable regulations
11. Confidentiality: Non-disclosure obligations regarding the transaction
12. Costs and Expenses: Allocation of transaction costs and stamp duty
13. Notices: Communication procedures between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
15. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when other shareholders have pre-existing tag-along rights that need addressing
2. Regulatory Filings: Detailed section needed for listed companies or when specific regulatory approvals are required
3. Tax Indemnity: Include when specific tax arrangements or indemnities are needed
4. Non-Competition: Include when seller is a significant shareholder with business interests
5. Escrow Arrangements: Include when part of the purchase price is held in escrow
6. Survival of Warranties: Include when warranties need to survive completion for a specific period
1. Share Details: Details of shares being repurchased including share certificate numbers
2. Completion Requirements: Checklist of documents and actions required at completion
3. Form of Resignation: If seller is also resigning from company positions
4. Calculation of Purchase Price: If price involves adjustments or complex calculations
5. Required Regulatory Approvals: List of specific approvals needed and their status
6. Company Board Resolutions: Form of board resolutions approving the repurchase
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Investment Management
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Energy
Telecommunications
Consumer Goods
Private Equity
Venture Capital
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Corporate Development
Risk Management
Board Secretariat
Investor Relations
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Manager
Finance Director
Board Director
Compliance Officer
Investment Manager
Treasury Manager
Corporate Development Director
Financial Controller
Risk Manager
General Counsel
Corporate Governance Officer
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