The Share Surrender Agreement is a crucial document in Hong Kong corporate practice, typically used in scenarios such as share capital reorganization, employee share scheme terminations, or corporate restructuring. It provides a formal mechanism for shareholders to voluntarily return their shares to the company, whether for consideration or nil value. The agreement must comply with Hong Kong's Companies Ordinance requirements and, where applicable, the Securities and Futures Ordinance for listed companies. This document is particularly important in situations involving employee exits, corporate reorganizations, or share capital reduction exercises. It includes detailed provisions covering the surrender mechanics, representations about share ownership, regulatory compliance requirements, and completion procedures. The agreement's structure reflects Hong Kong's common law system and local corporate governance requirements, making it essential for both private and public companies engaging in share capital transactions.
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1. Parties: Identification of the surrendering shareholder(s) and the company receiving the surrendered shares
2. Background: Context of the share surrender, including current shareholding structure and reasons for surrender
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Surrender: Core provision detailing the shareholder's agreement to surrender specified shares
5. Consideration: Details of any consideration (if any) for the surrender of shares
6. Completion: Timing and mechanics of the surrender, including delivery of share certificates and execution of transfer forms
7. Representations and Warranties: Standard warranties regarding ownership, authority to surrender, and absence of encumbrances
8. Tax and Costs: Allocation of stamp duty and other costs related to the surrender
9. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
10. Execution: Signature blocks and execution formalities
1. Regulatory Compliance: Required for listed companies or when regulatory approvals are needed for the surrender
2. Conditions Precedent: Include when the surrender is conditional on certain events or approvals
3. Post-Completion Obligations: Required when there are continuing obligations after the surrender
4. Non-Competition: Include when the surrendering shareholder needs to be restricted from competing
5. Confidentiality: Detailed confidentiality provisions if sensitive information is involved
6. Third Party Rights: Required under Hong Kong law if any third parties are intended to have enforcement rights
1. Schedule 1 - Details of Shares: Detailed description of shares being surrendered, including share certificate numbers
2. Schedule 2 - Completion Requirements: List of documents and actions required for completion
3. Schedule 3 - Form of Stock Transfer Form: Standard form for share transfer under Hong Kong law
4. Appendix A - Board Resolution: Copy of board resolution approving the share surrender
5. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals or filings
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