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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name, registration number, and registered office of the company
3. Meeting Details: Time, place, quorum confirmation, and list of attending directors
4. Preamble: Reference to relevant articles of association and legal authority for the buyback
5. Background: Context and reasons for the proposed share buyback
6. Confirmation of Financial Position: Statement confirming the company's ability to execute the buyback without prejudicing creditors
7. Terms of Buyback: Details of shares to be bought back, including number, class, and price range
8. Source of Funds: Statement on how the buyback will be funded
9. Legal Compliance: Confirmation of compliance with relevant laws and regulations
10. Resolution: Formal resolution text approved by the board
11. Implementation Authority: Authorization for specific officers to execute the buyback
12. Signatures: Space for chairman and secretary signatures with names and positions
1. Regulatory Approvals: Required for listed companies or when specific regulatory clearance is needed
2. Employee Share Scheme Provisions: Include when buyback affects employee share schemes
3. Tax Considerations: Include when there are specific tax implications to be noted
4. Timeline and Process: Include when the buyback will be executed in phases or requires specific procedural steps
5. Market Announcement: Required for listed companies, including draft announcement text
6. Conflict of Interest Declarations: Include when any directors have specific interests to declare
1. Financial Statement Extract: Relevant financial statements showing company's ability to conduct buyback
2. Shareholding Structure: Pre and post buyback shareholding pattern
3. Valuation Report: If applicable, independent valuation supporting the buyback price
4. Legal Opinion: External legal counsel's opinion on the legality of the buyback
5. Regulatory Filings: Copies of any required regulatory submissions or approvals
6. Timeline Schedule: Detailed implementation schedule for the buyback process
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