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Amended And Restated Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Amended And Restated Shareholders Agreement

"I need an Amended and Restated Shareholders Agreement for our Hong Kong technology company that will accommodate a new Series B investment round closing in March 2025, incorporating new investor rights while preserving key protections for founding shareholders."

Document background
An Amended and Restated Shareholders Agreement becomes necessary when significant changes to an existing shareholders agreement are required, often due to new investment, changes in shareholding structure, or updated business arrangements. This document, governed by Hong Kong law, completely replaces the previous shareholders agreement while preserving relevant historical provisions. It provides a comprehensive framework for shareholder relations, corporate governance, and share dealings, ensuring compliance with Hong Kong's Companies Ordinance and related regulations. The agreement typically includes detailed provisions on share transfers, management rights, reserved matters, dividend policies, and dispute resolution mechanisms. This type of document is particularly important in Hong Kong's dynamic business environment, where companies often undergo structural changes requiring updated shareholder arrangements.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety

5. Share Capital and Shareholding: Details of share capital structure, classes of shares, and current shareholding

6. Directors and Management: Board composition, appointment rights, removal procedures, and management structure

7. Shareholders Meetings: Procedures for calling and conducting shareholders meetings, voting rights and quorum requirements

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal

10. Exit Provisions: Mechanisms for shareholders to exit, including put and call options

11. Dividend Policy: Framework for declaring and distributing dividends

12. Confidentiality: Obligations regarding confidential information

13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Term and Termination: Duration of the agreement and circumstances for termination

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in when majority shareholders sell their shares

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Optional protection for existing shareholders against dilution in future share issuances

4. Preferred Share Provisions: Required only if the company has or plans to have preferred shares with special rights

5. Strategic Shareholders Rights: Special rights for strategic investors, if applicable

6. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, recommended for 50-50 joint ventures

7. Information Rights: Detailed provisions about shareholders' access to company information and reporting requirements

8. IPO Rights: Provisions regarding future public listing, if contemplated

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2 - Shareholding Structure: Detailed breakdown of shareholding, including share classes and numbers

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Deed of Adherence: Form for new shareholders to sign when joining the agreement

5. Schedule 5 - Original Agreement: Copy of the original shareholders agreement being amended

6. Schedule 6 - Amendments Summary: Summary of key changes from the original agreement

7. Appendix A - Board Procedures: Detailed procedures for board meetings and decision-making

8. Appendix B - Business Plan: Current business plan and strategic objectives

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Education

Energy

Transportation and Logistics

Media and Entertainment

Telecommunications

E-commerce

Biotechnology

Construction

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Corporate Development

Investment

Board of Directors

Executive Management

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Director

Compliance Officer

Board Director

Managing Director

Corporate Lawyer

Investment Manager

Shareholder Relations Manager

Company Secretary

Chief Operating Officer

Chief Legal Officer

Corporate Development Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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