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A Share Pledge Agreement is a crucial security document used in Hong Kong's financial and corporate landscape when a shareholder wishes to create security over their shares in favor of a lender or security taker. This document is commonly used in financing transactions, corporate restructurings, and investment arrangements where shares serve as collateral. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance, and includes specific provisions for creation and perfection of security, voting rights, dividends, and enforcement mechanisms. It requires careful attention to registration requirements with the Companies Registry and, for listed shares, compliance with stock exchange regulations. The document is particularly relevant in Hong Kong's role as a major financial center, where share security arrangements are common in both domestic and cross-border transactions.

1. Parties: Identification of the Pledgor (shareholder) and Pledgee (security taker), including full legal names and registration details

2. Background: Context of the pledge arrangement, reference to any underlying obligations being secured

3. Definitions and Interpretation: Key terms used in the agreement, including 'Charged Shares', 'Secured Obligations', 'Security Period'

4. Creation of Security: Legal provisions establishing the pledge over the shares

5. Perfection of Security: Requirements for making the security effective, including registration and notice requirements

6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares

8. Voting Rights and Dividends: Provisions governing exercise of shareholder rights during the security period

9. Events of Default: Circumstances triggering enforcement rights

10. Enforcement: Rights and procedures for enforcing the security

11. Power of Attorney: Appointment of Pledgee as Pledgor's attorney for security purposes

12. Further Assurance: Obligation to execute additional documents if needed

13. Notices: Communication procedures between parties

14. Assignment and Transfer: Restrictions and permissions on transfer of rights

15. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions