[{"id":"26cf3229-77fe-493e-83fc-89d2f4ec6750","order":1,"text":"SHAREHOLDERS' AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f13b335-681c-41cd-8ece-385e86f506b7","order":2,"text":"relating to","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2bb4964-b9c1-4d28-a10f-20d58417699b","order":3,"text":"[Company name]","fontSize":"18","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b09183f-eec4-4f4e-a850-e77edb9292e7","order":4,"text":"a private company limited by shares incorporated in Hong Kong","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"2f42e473-70d1-447b-b1e1-02c3ad111ed9","order":5,"text":"THIS AGREEMENT is made on [Date of the Agreement] BETWEEN:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"79eed8b0-a562-4841-9d74-ad39287fb96f","order":6,"text":"(1) [Full name of the first shareholder], holder of Hong Kong identity card, passport or company registration number [First shareholder — identification number], of [First shareholder — address] (the "First Shareholder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f9ee9a8c-68f7-4237-b029-fa17d464eaf0","order":7,"text":"(2) [Full name of the second shareholder], holder of Hong Kong identity card, passport or company registration number [Second shareholder — identification number], of [Second shareholder — address] (the "Second Shareholder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6f80f64-9504-4dcd-af4f-7c858a7eb568","order":8,"text":"(3) [Full name of the third shareholder], holder of Hong Kong identity card, passport or company registration number [Third shareholder — identification number], of [Third shareholder — address] (the "Third Shareholder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="}]},{"id":"64414c81-f310-4b56-a96c-f770adbc2e3c","order":9,"text":"(4) [Full name of the fourth shareholder], holder of Hong Kong identity card, passport or company registration number [Fourth shareholder — identification number], of [Fourth shareholder — address] (the "Fourth Shareholder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="},{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"remove","operator":"="}]},{"id":"304444b8-7aac-404f-bd1e-c853d4026310","order":10,"text":"(3) [Company name], a company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) with company number [Company number], whose registered office is at [Registered office address] (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"add","operator":"="}]},{"id":"cb815b6e-d4fd-42ce-942f-c5f55d448625","order":11,"text":"(4) [Company name], a company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) with company number [Company number], whose registered office is at [Registered office address] (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"add","operator":"="}]},{"id":"507e92e3-0d48-4bcb-aa30-450542d75eb9","order":12,"text":"(5) [Company name], a company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) with company number [Company number], whose registered office is at [Registered office address] (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"4","type":"add","operator":"="}]},{"id":"0a310953-22c5-4377-b336-d675671ff78d","order":13,"text":"Each of the persons named above other than the Company, and every person who subsequently becomes a party to this Agreement by executing a Deed of Adherence, is referred to as a "Shareholder", and they are together referred to as the "Shareholders". The Shareholders and the Company are together referred to as the "Parties" and each as a "Party".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d9550a94-f4d8-443a-85a8-181fa2568459","order":14,"text":"WHEREAS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6171b6b6-92fe-4c80-8485-7274a4316163","order":15,"text":"(A) The Company was incorporated in Hong Kong on [Date of incorporation] as a private company limited by shares under the Companies Ordinance and carries on the business of [Description of the business] (the "Business").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f00a9b41-a52a-4722-9d30-2c506bb64302","order":16,"text":"(B) The issued share capital of the Company comprises [Total number of ordinary shares] ordinary shares, which are held by the Shareholders in the numbers set out in Schedule 1.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67254173-a7ee-4464-b48e-c597d013d3fd","order":17,"text":"(C) The Shareholders have agreed to regulate their relationship as members of the Company, the management and conduct of the Business, and the transfer of Shares, on the terms set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc815cf8-b1cd-4231-9f75-cb55134a1553","order":18,"text":"(D) The Company is a party to this Agreement in order to acknowledge the arrangements recorded in it and, so far as it is lawfully able to do so, to give effect to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"595430e4-99d7-437a-be5d-452d861e3c01","order":19,"text":"NOW IT IS HEREBY AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3d648e41-481f-4149-ab66-8209e92c7aba","order":20,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"38b43b50-73ad-4710-ae12-aedda9d2589d","order":21,"text":"In this Agreement, unless the context otherwise requires, the following expressions have the following meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29273bfe-3612-405d-9fbc-a6d8b0d1f523","order":22,"text":""Articles" means the articles of association of the Company for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"83de0842-b1a2-4afc-be4f-a7f3d3a5cd20","order":23,"text":""Board" means the board of directors of the Company from time to time, and "Director" means a member of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"dc754549-c39a-4c9a-8452-ef4dfb60dd10","order":24,"text":""Business" means the business of the Company described in Recital (A) and any other business which the Company carries on from time to time with the consent required for a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"13222545-05e5-4ed3-8aab-b241f2653ee4","order":25,"text":""Business Day" means a day (other than a Saturday, a Sunday or a day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning is hoisted in Hong Kong for three hours or more during business hours) on which licensed banks are generally open for business in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ef6b3c34-2bee-4ba3-b392-a0f9a769d6da","order":26,"text":""Companies Ordinance" means the Companies Ordinance (Cap. 622) of the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fc037b43-4a1c-49e5-a5c8-b8cf965167ef","order":27,"text":""Connected Person" means, in relation to an individual, that individual's spouse, parent, child or step-child, and the trustees of a trust under which no person other than that individual and such relatives has a vested or discretionary interest; and, in relation to a body corporate, any holding company or subsidiary of that body corporate and any subsidiary of any such holding company, in each case within the meaning of the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ad3a8ecd-4ef0-4a77-a0c1-15157d48a18e","order":28,"text":""Control" means, in relation to a body corporate, the power of a person to secure that its affairs are conducted in accordance with the wishes of that person, whether by holding shares carrying more than one half of the voting rights, by virtue of powers conferred by its constitutional documents, or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5e6fa273-4033-478c-abe3-5f3912235ba5","order":29,"text":""Deed of Adherence" means a deed substantially in the form set out in Schedule 2.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8cd15d4f-3f88-45ac-b570-bd5847ac68aa","order":30,"text":""Encumbrance" means any mortgage, charge, pledge, lien, assignment by way of security, option, right of pre-emption, right of first refusal, trust arrangement or any other third party right or security interest of any kind, and any agreement to create any of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b877cac1-0fcd-4930-a634-6445a48cb4ac","order":31,"text":""Fair Value" means the value of the relevant Shares determined in accordance with the Clause entitled "Valuation".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ef82d23d-55a7-49c4-8c36-13a9a038d03a","order":32,"text":""Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"28c1305b-8897-443a-8e2d-13bfcf5b0734","order":33,"text":""Reserved Matter" means any of the matters listed in the Clause entitled "Reserved Matters".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1b82eb0d-f490-4ce9-9395-2f491237e330","order":34,"text":""Shares" means the ordinary shares in the share capital of the Company and any other shares in the capital of the Company in issue from time to time, together with all rights attaching to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ba3c6d2a-ee44-43d2-b5c5-05267c4ba59f","order":35,"text":""Transfer" means, in relation to any Share or any legal or beneficial interest in any Share, to sell, assign, transfer, convey, dispose of, declare a trust over, grant any option or other right over, or create any Encumbrance over that Share or interest, or to enter into any agreement or arrangement to do any of those things, whether directly or indirectly and whether or not for consideration; and "Transferee", "Transferor" and "Transferred" are to be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9491ee1e-3cc6-4f54-95a3-bbb2d62261a7","order":36,"text":"A reference to a statutory provision includes that provision as from time to time amended, extended, consolidated or re-enacted and any subsidiary legislation made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"928fbf2a-09b6-43e8-9680-de49d4b0a851","order":37,"text":"Words importing the singular include the plural and vice versa, and words importing one gender include every gender. A reference to a person includes an individual, a body corporate, a partnership, an unincorporated association and any governmental or regulatory authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"afe5be4a-2821-47b0-b925-5eef1ef8ed1c","order":38,"text":"A reference to writing includes any communication sent by electronic mail. Headings are inserted for convenience only and do not affect the construction of this Agreement. The expressions "including" and "in particular" are to be construed without limitation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"69ee7b3a-cf52-4dbe-bd84-7020f8a2d85c","order":39,"text":"An obligation of a Shareholder to procure or ensure that the Company does or refrains from doing anything means an obligation to exercise all voting rights and other powers of control available to that Shareholder, to the fullest extent lawfully permitted, so as to bring about that result; it does not require any Shareholder to act, or any Director to act, in breach of any duty owed to the Company or of any provision of the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a622c120-d965-4e1c-a326-e7dc5a295733","order":40,"text":"2. THE COMPANY, THE BUSINESS AND THE SHARE CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"509c64cf-2d17-47e2-b085-033d84b41256","order":41,"text":"The Shareholders shall procure that the Company carries on the Business as its sole business, and that the Business is conducted in the best interests of the Company, on sound commercial principles and in compliance with all applicable laws of Hong Kong and of any other jurisdiction in which it operates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d6bd2b9-1adf-4ed7-b80e-30212d827c68","order":42,"text":"The issued share capital of the Company at the date of this Agreement consists of [Total number of ordinary shares] ordinary shares, held as set out in Schedule 1. The Shares have no nominal or par value, in accordance with the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dba8ba09-7245-4050-8462-96702d0c9337","order":43,"text":"The Company shall at all times maintain a registered office in Hong Kong and shall keep, at that office or at any other place notified to the Registrar of Companies, the registers and records required by the Companies Ordinance, including its register of members, its register of directors and secretaries and its register of significant controllers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd30e3e5-7fe8-4401-986a-c546371ce9bb","order":44,"text":"The Shareholders shall procure that the Company has at all times at least one director who is a natural person, and a company secretary who is ordinarily resident in Hong Kong or a body corporate having its registered office or a place of business in Hong Kong, as required by the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5da0a01c-dd7e-4ea4-b94b-20ea3891b3d5","order":45,"text":"The Shareholders shall procure that the Company complies with its filing, disclosure and record-keeping obligations under the Companies Ordinance and maintains a valid business registration under the Business Registration Ordinance (Cap. 310).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e30fb57f-8a02-4b01-8633-cb48eeead07f","order":46,"text":"3. RELATIONSHIP WITH THE ARTICLES OF ASSOCIATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"ca7e8603-9b85-4923-982f-c1ec3e66061e","order":47,"text":"This Agreement is intended to operate alongside the Articles. If and to the extent that there is any inconsistency or conflict between this Agreement and the Articles, this Agreement prevails as between the Shareholders, and each Shareholder shall exercise all voting and other rights available to it so as to procure that the Articles are amended to the extent necessary to remove the inconsistency, so far as it is lawfully able to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a1887cd2-aed2-4ee2-bd9f-dd8f6c08d57b","order":48,"text":"Nothing in this Agreement operates as a restriction on the statutory power of the Company to alter its Articles, and no provision of this Agreement is to be construed as an agreement by the Company not to do so. Each Shareholder nevertheless undertakes to the other Shareholders not to propose, and not to exercise any voting right in favour of, any alteration of the Articles which would be inconsistent with this Agreement unless the consent required for a Reserved Matter has first been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eaa175ce-8af4-44bb-9cde-c9267c48e3d0","order":49,"text":"Each Shareholder shall exercise its rights as a member of the Company so as to give effect to this Agreement. Nothing in this Agreement requires a Director to act, or to refrain from acting, in a manner inconsistent with the fiduciary duties and the duty of care, skill and diligence which that Director owes to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6de5825d-53e1-4e1d-a274-b7daeb6fc1fb","order":50,"text":"The Company undertakes with each Shareholder to comply with the obligations expressed to be assumed by it under this Agreement, to the extent that it is lawfully able to do so and without fettering the exercise of any statutory power vested in it or in its members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1faccd50-dfaf-484b-b4f8-3e646eac1694","order":51,"text":"Nothing in this Agreement operates to exclude or limit any right conferred on a member of the Company by the Companies Ordinance, including the right to apply to the Court for relief in respect of conduct that is unfairly prejudicial to members under section 724 of the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f824eb03-8a01-4087-ad3e-6f3046c0ba83","order":52,"text":"4. BUSINESS PLAN, BUDGET AND CONDUCT OF THE BUSINESS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"ed91f232-b71f-4b8c-a914-1d97c3466e97","order":53,"text":"Not later than one month before the beginning of each financial year, the Board shall prepare and submit to the Shareholders a business plan and an annual budget for the following financial year, comprising a projected profit and loss account, a projected cash flow statement, a capital expenditure programme and a headcount plan. The business plan and the budget take effect only when approved with the consent required for a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9032a4a4-ffe4-4a1d-a3c7-02e49846682c","order":54,"text":"Until a business plan and budget for a financial year have been approved, the Business shall be conducted in accordance with the last approved business plan and budget, and no expenditure shall be incurred which departs from it in any material respect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"010cdd40-b967-4149-a641-432df2b8da8c","order":55,"text":"The Shareholders shall procure that the Company maintains its bank accounts with a bank licensed under the Banking Ordinance (Cap. 155), that the mandates for those accounts are in the form approved by the Board, and that every payment exceeding the amount determined by the Board from time to time requires the authority of two signatories.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae5933c5-a333-4b11-9636-eb586bee7235","order":56,"text":"The Shareholders shall procure that the Company effects and maintains with reputable insurers all insurances usual for a business of its nature and required by law, including employees compensation insurance under the Employees Compensation Ordinance (Cap. 282), and public liability and property insurance in amounts approved by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16902497-bbad-435d-a359-d8b0db786847","order":57,"text":"The Shareholders shall procure that the Company does not carry on any activity for which a licence, permit, registration or authorisation is required unless that licence, permit, registration or authorisation has been obtained and remains in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7bc3f2ef-fe2b-408f-8cb5-224c9a66bd23","order":58,"text":"5. FUNDING OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"11c82cd6-a753-48b8-80b9-d6bedc8e02ce","order":59,"text":"The Company shall be funded in the first instance from its own resources, including its retained profits and such external borrowing facilities as the Board may arrange in the ordinary course of business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"639c70ad-d216-450f-ad4c-0ea671064f81","order":60,"text":"No Shareholder is obliged to subscribe for further Shares, to lend money to the Company, or to give any guarantee, indemnity or security in respect of the obligations of the Company, except with its prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00083acb-608c-4f05-a6dd-251d1ae51bd3","order":61,"text":"If the Board determines that further funding is required, it shall notify the Shareholders in writing, setting out the amount required, the purpose for which it is required and the terms on which it is proposed to be raised. Any such funding provided by Shareholders shall be provided by all of them in proportion to their respective holdings of Shares, unless they agree otherwise in writing, and where provided by way of loan shall be unsecured, subordinated to third party bank indebtedness and repayable on terms approved as a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b031e144-e3ad-4dec-bca3-5a68b091bb50","order":62,"text":"On completion of a Transfer of all the Shares held by a Shareholder, any loan made by that Shareholder to the Company shall be repaid in full or, if the Board so determines and the Transferee agrees in writing, assigned to the Transferee, in either case on completion of the Transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de58336b-1f67-47b9-a2c3-301844130c27","order":63,"text":"Where a Shareholder ceases to hold Shares, the continuing Shareholders shall use all reasonable endeavours to procure the release of that Shareholder from any guarantee, indemnity or security given by it in respect of the obligations of the Company and, pending that release, shall procure that the Company indemnifies it against all liability arising under it after the date of cessation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3553755c-09c5-4be7-9ffa-e2ea39831354","order":64,"text":"The Shareholders shall procure that the Company does not give financial assistance, directly or indirectly, for the purpose of the acquisition of its own shares or those of its holding company, otherwise than in accordance with Division 5 of Part 5 of the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5c1b535-0db8-4146-a272-b2027932b71e","order":65,"text":"6. ISSUE OF NEW SHARES AND PRE-EMPTION ON ISSUE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"2081ac41-3525-4c96-a1e9-1ae4e8306dad","order":66,"text":"The Shareholders shall procure that the Company does not allot or issue any Shares, or grant any option, warrant or other right to subscribe for or to convert any instrument into Shares, unless the Shares concerned have first been offered to the Shareholders in accordance with this Clause and the consent required for a Reserved Matter has been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9292a14e-1fc6-40f7-a429-59e6752b33c0","order":67,"text":"Any such offer shall be made by written notice from the Company to each Shareholder, stating the number of Shares offered, the subscription price, the terms of payment and the period (being not less than fourteen days from the date of the notice) within which the offer, if not accepted, will lapse. Each Shareholder shall be offered that proportion of the Shares which is, as nearly as practicable, equal to the proportion of the Shares in issue then held by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9500d8d-e339-4c7f-b11f-73b773b83b6c","order":68,"text":"Each Shareholder accepting the offer may, in its acceptance, also apply for such number of additional Shares as it wishes to take up in the event that other Shareholders do not accept in full. Shares not taken up shall be allocated among the applicants for additional Shares in proportion to their existing holdings, but no applicant shall be allocated more Shares than it has applied for.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6422999-d9fd-4d92-9a8f-6cfddec5ec6c","order":69,"text":"Any Shares remaining unallocated at the expiry of the offer period may be allotted by the Board, within three months after that expiry, to any person approved as a Reserved Matter, at a subscription price not lower and on terms no more favourable than those offered to the Shareholders, and provided that the person concerned first executes and delivers a Deed of Adherence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"521fb1e6-d59d-4831-9894-441f5875d50f","order":70,"text":"No Shares shall be issued to a person who carries on, or who is connected with a person who carries on, a business competing with the Business, unless all the Shareholders consent in writing, and no issue of Shares shall be made if it would cause the Company to cease to be a private company within the meaning of the Companies Ordinance or to be in breach of any restriction in its Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c5e951b-eaeb-42f3-a14a-b63f5d4f831a","order":71,"text":"7. THE BOARD OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"73024adc-a426-4c4c-9010-ded7e03765c4","order":72,"text":"The Business and affairs of the Company shall be managed by the Board, which may exercise all the powers of the Company subject to this Agreement, the Articles and the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c71103ab-a49c-4bdd-bd5e-e082fea05c1c","order":73,"text":"Each Shareholder holding not less than [Minimum shareholding, in per cent] per cent of the Shares in issue is entitled from time to time to appoint one Director and to remove any Director so appointed by it, and to appoint another Director in his or her place, in each case by notice in writing signed by or on behalf of that Shareholder and delivered to the registered office of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9ff4e8fa-4749-4494-9920-5df9199b6b09","value":"each","type":"add","operator":"="}]},{"id":"a6ecdb69-2ab3-46d8-8428-e907d905fdf9","order":74,"text":"The Board shall consist of not more than [Maximum number of directors] Directors. Directors shall be appointed and removed by ordinary resolution of the Company, and every Shareholder shall exercise its votes so as to give effect to any such resolution duly proposed in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9ff4e8fa-4749-4494-9920-5df9199b6b09","value":"fixed","type":"add","operator":"="}]},{"id":"d0ba0764-bb95-4ee6-968d-0f9fe75c0163","order":75,"text":"Any appointment or removal takes effect on the date on which the relevant notice or resolution takes effect, and the Shareholders shall procure that the Company files the notifications required by the Companies Ordinance with the Registrar of Companies within the prescribed period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8d518d4-4bb0-45e8-be6a-170e44dc7364","order":76,"text":"No Director shall be entitled to any remuneration, fee or benefit in respect of that office except as approved as a Reserved Matter. Each Director is entitled to be reimbursed all reasonable travelling and other expenses properly incurred in attending meetings of the Board or otherwise in connection with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0abd564c-d88e-4fff-99d1-4a0566c1fe40","order":77,"text":"Each Director may disclose to the Shareholder which appointed that Director, or of which that Director is an officer or employee, any information concerning the Company which that Director receives in that capacity, provided that the recipient is bound by the confidentiality obligations set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"556bf6c8-9b3f-4285-a4b4-32a4508e79e4","order":78,"text":"The Shareholders shall procure that the Company maintains, so far as available on commercially reasonable terms, directors' and officers' liability insurance in an amount approved by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ef6744f-d677-4257-a50f-78e496656530","order":79,"text":"8. PROCEEDINGS OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"575fe28a-8ac3-4603-aa84-29e158c81fe4","order":80,"text":"The Board shall meet at least once in every quarter of each financial year, and otherwise as often as the Business requires, in Hong Kong or at such other place as the Directors may agree. A Director may participate by telephone or video conference, and participation in that manner constitutes presence in person for all purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"035ea0e2-a07f-4e89-a062-69171b5e8f2a","order":81,"text":"Not less than [Notice period, in days] days' notice of each meeting of the Board, accompanied by an agenda and copies of the papers to be considered, shall be given to each Director at the address or electronic mail address notified by that Director for the purpose. A meeting may be convened on shorter notice with the consent of all the Directors then entitled to receive notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3177ec69-348c-4e38-9098-d2a74fad58c8","order":82,"text":"The quorum for a meeting of the Board is [Board quorum, in directors] Directors present in person or participating by telephone or video conference throughout the meeting. If a quorum is not present within thirty minutes after the time appointed for the meeting, the meeting shall be adjourned to the same day in the next week at the same time and place, and notice of the adjourned meeting shall be given to each Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d4a0fd2-36ba-492d-8652-cae958fed9ee","order":83,"text":"Questions arising at a meeting of the Board shall be decided by a majority of votes of the Directors present and voting, each Director having one vote. In the case of an equality of votes, the chairman of the meeting has a second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c54b9ba9-b440-46a9-aefd-96147862c13d","value":"casting","type":"add","operator":"="}]},{"id":"54596200-6560-44db-931b-cab2cc9501b0","order":84,"text":"Questions arising at a meeting of the Board shall be decided by a majority of votes of the Directors present and voting, each Director having one vote. In the case of an equality of votes, the chairman of the meeting does not have a second or casting vote, and the matter is deemed not to have been approved and shall be dealt with in accordance with the Clause entitled "Deadlock".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c54b9ba9-b440-46a9-aefd-96147862c13d","value":"nocasting","type":"add","operator":"="}]},{"id":"5a29d4d2-fd66-4397-ab6b-ea10bcae16c6","order":85,"text":"The Directors may appoint one of their number to be the chairman of the Board and may remove that person from office at any time. If the chairman is not present within fifteen minutes after the time appointed for a meeting of the Board, the Directors present shall appoint one of their number to chair that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43798ddf-a7ed-4e8b-ab12-9676d59b5a87","order":86,"text":"A resolution in writing signed by all the Directors then entitled to receive notice of a meeting of the Board is as valid and effective as a resolution passed at a meeting duly convened and held, and may consist of several documents in the same form, including documents transmitted by electronic mail, each signed by one or more Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b4db561-9336-4ff7-a760-d268b2af4e14","order":87,"text":"A Director who is in any way interested in a transaction or arrangement with the Company shall declare the nature and extent of that interest in accordance with the Companies Ordinance, and shall not be counted in the quorum or vote on any resolution concerning it unless all the other Directors resolve otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"caba6bfb-0059-48f7-a3b8-f8ab583210fd","order":88,"text":"9. RESERVED MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"a66e61a4-d55b-4aa7-8ea5-07fea5a89e44","order":89,"text":"The Shareholders shall procure that the Company does not, and that no subsidiary of the Company does, take any of the following actions unless the prior written consent of all of the Shareholders has first been obtained:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37e9cbf1-d701-4437-a7c0-bc84a73a0555","order":90,"text":"— amend the Articles, or the name of the Company, or the rights attaching to any class of Shares;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7bf87ff9-40be-40a5-8ce0-59dabe201d62","order":91,"text":"— allot or issue any Shares, grant any option, warrant or right to subscribe for or convert any instrument into Shares, or create any new class of Shares;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"621bb52f-0b0d-4dff-b04b-d6d538fec9ec","order":92,"text":"— reduce its share capital, buy back or redeem any of its Shares, or make any distribution of a capital nature;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"39b260d8-3197-4cc2-9d50-4587735e2936","order":93,"text":"— change the nature or geographical scope of the Business, or commence any new line of business, or cease to carry on any material part of the Business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6d26ef3d-668a-448a-92ed-8423cbf90ba8","order":94,"text":"— sell, transfer, lease or otherwise dispose of the whole or a substantial part of its undertaking, assets or goodwill, or acquire any business or undertaking;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a6a79cdb-885f-4bdc-8363-62c024bbc6ef","order":95,"text":"— form or acquire any subsidiary, or acquire or subscribe for any share, interest or security in any other body corporate, partnership or joint venture;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"55240557-e53d-4f3a-8e88-900bbab900a9","order":96,"text":"— incur any borrowing or other indebtedness otherwise than in the ordinary course of business, or create any Encumbrance over the whole or any part of its assets;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c84b03dc-f2fa-4328-a0fc-c59ec0b8c9ab","order":97,"text":"— give any guarantee, indemnity or security in respect of the obligations of any other person, otherwise than in the ordinary course of business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"51c06b32-1ca8-4bb8-8ee7-b0eb9bf0ac6b","order":98,"text":"— enter into any transaction with a Shareholder, a Director or a Connected Person of either, or on terms which are not at arm's length;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c89de07f-bca0-4d9a-91aa-8a916c125e56","order":99,"text":"— appoint or remove the auditors of the Company, change its accounting reference date, or make any material change to its accounting policies;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c25c4477-49e5-439f-9d54-9de3e9576529","order":100,"text":"— declare or pay any dividend or make any other distribution, otherwise than in accordance with the Clause entitled "Dividend Policy";","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c793ad86-ba06-42b9-a405-a3c66256a65e","order":101,"text":"— appoint, dismiss or vary the terms of engagement of any Director, or of any employee or consultant whose aggregate annual remuneration exceeds the threshold approved from time to time by the Board;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e7ba66d5-a532-4e90-9acd-6bc0a143acc1","order":102,"text":"— adopt or amend any employee share option or incentive scheme, or any pension or retirement benefit arrangement other than a mandatory provident fund scheme;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5626e0e2-eb39-405b-b55a-378aa6ba8bb5","order":103,"text":"— commence, settle or abandon any litigation, arbitration or other proceedings which are material to the Company, otherwise than the routine collection of debts;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4b9cc41d-34d5-4d81-ac1d-ba5ce7cb5c2d","order":104,"text":"— approve the annual budget and business plan of the Company, or make any material departure from an approved budget;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"df940478-d19f-40e3-9914-aca7974d70a7","order":105,"text":"— pass any resolution for the winding up of the Company, present any petition for its winding up, appoint a provisional liquidator or receiver, or enter into any arrangement or compromise with its creditors generally;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"27f28159-6f50-43c5-be4d-72a56e945601","order":106,"text":"— do anything for which this Agreement expressly requires the consent of the Shareholders;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"934f39c4-3c1b-4dec-9f2a-b56dc2a628d3","order":107,"text":"A consent required under this Clause may be given in writing, including by electronic mail, before or after the relevant action is taken, and may be given subject to conditions. Each Shareholder shall respond to a request for consent within ten Business Days after receiving that request and after being supplied with such information relating to the proposal as it may reasonably require, and a consent shall not be unreasonably delayed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85e10aaa-b0ab-4cb6-a4b5-2f96ce740b01","order":108,"text":"10. MEETINGS AND RESOLUTIONS OF SHAREHOLDERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"e5734559-a6f8-48c8-8786-30ff62ad8e5a","order":109,"text":"General meetings of the Company shall be convened, and notice of them given, in accordance with the Articles and the Companies Ordinance. The Shareholders may agree to the holding of a general meeting on short notice to the extent permitted by the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6534149f-199a-4d7b-8734-d380bbe499d4","order":110,"text":"The Company shall hold an annual general meeting in respect of each financial year within the period required by the Companies Ordinance, unless the Shareholders resolve to dispense with the holding of annual general meetings to the extent permitted by that Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c5c5b40-87b1-473a-b3b9-095782dd0b92","order":111,"text":"The quorum for a general meeting is two Shareholders present in person or by proxy or, in the case of a corporate Shareholder, by its duly authorised representative. If a quorum is not present within thirty minutes after the time appointed for the meeting, the meeting shall be adjourned to the same day in the next week at the same time and place, and at that adjourned meeting the Shareholders present shall constitute a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"574d8aa5-e0a7-4abc-b8af-6791ae30d5e7","order":112,"text":"On a poll every Shareholder has one vote for each Share held by it. Any Shareholder may demand a poll on any resolution, and the chairman shall not decline that demand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8da18e60-558b-4d4d-960f-6696745d1bf4","order":113,"text":"A written resolution of the members passed in accordance with the Companies Ordinance is as valid and effective as a resolution passed at a general meeting duly convened and held. A copy of every written resolution shall be sent to each Shareholder at the same time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ed98765-2338-420b-8225-d7aaba98944f","order":114,"text":"Nothing in this Clause affects the requirement to obtain the consent of the Shareholders in respect of a Reserved Matter, which is required in addition to, and not in substitution for, any resolution required by the Articles or the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca34416c-232b-4ef6-aaa0-40b4f16aee93","order":115,"text":"11. ACCOUNTS, INFORMATION AND ACCESS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"9310d365-4781-45ef-96c1-5495b5b0dbba","order":116,"text":"The financial year of the Company ends on [Financial year end] in each year, unless changed with the consent required for a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69db9fea-7873-4859-8627-db628f500c0b","order":117,"text":"The Shareholders shall procure that the Company keeps accurate accounting records in accordance with the Companies Ordinance, that its financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards applicable to it, and that those financial statements are audited by the auditors of the Company as required by the Companies Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01b3e71e-d0b2-4f2b-b23c-847f3ca06a86","order":118,"text":"The audited financial statements for each financial year, together with the auditors report and the directors report, shall be sent to each Shareholder within [Reporting deadline, in days] days after the end of that financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e264196-e3d0-4f6e-9833-6a20d6937ce2","order":119,"text":"The Shareholders shall procure that the Company appoints as its auditors a firm of certified public accountants practising in Hong Kong, selected with the consent required for a Reserved Matter, and that the auditors are given all information and access which they require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b41bfc45-df68-4832-b1c9-8d472af1e1cd","order":120,"text":"The Shareholders shall procure that management accounts, comprising a profit and loss account, a balance sheet and a cash flow statement, are prepared in respect of each quarter and sent to each Shareholder within thirty days after the end of that quarter, together with a comparison against the approved budget.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1d113cb-4f49-4a58-aeba-594ec4d46e07","order":121,"text":"Each Shareholder, and its professional advisers, may on reasonable prior notice inspect and take copies of the books, records, accounts and other documents of the Company during normal business hours, at the cost of that Shareholder, provided that the exercise of this right does not unreasonably interfere with the conduct of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d0b4fa8-f606-4e94-9015-924dc577352a","order":122,"text":"12. DIVIDEND POLICY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"9f2c6094-52a2-4c53-8b2c-d48965a52b9b","order":123,"text":"Dividends shall be recommended by the Board and declared by the Company having regard to the working capital requirements of the Business, its committed capital expenditure, the servicing of its indebtedness and the maintenance of prudent reserves.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd18b5fe-b912-4e84-b5c3-776b9ee37c8e","value":"discretion","type":"add","operator":"="}]},{"id":"b69d0fa5-df1d-4898-95b9-7984cf4bbc90","order":124,"text":"Subject to the requirements of the Business for working capital, committed capital expenditure, the servicing of its indebtedness and prudent reserves, the Shareholders shall use their respective voting rights so as to procure that not less than [Minimum payout, in per cent] per cent of the profits of the Company available for distribution in respect of each financial year is distributed to the Shareholders by way of dividend within four months after the end of that financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd18b5fe-b912-4e84-b5c3-776b9ee37c8e","value":"fixed","type":"add","operator":"="}]},{"id":"a5c07d55-2d00-4be5-95ec-db39707fc57f","order":125,"text":"No dividend or other distribution shall be declared, made or paid otherwise than out of profits available for distribution, determined in accordance with Part 6 of the Companies Ordinance. All dividends shall be paid to the Shareholders in proportion to their respective holdings of Shares, subject to the rights attaching to any class of Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7ff4e49-b71d-44ea-8d43-cdd9cb5dd299","order":126,"text":"13. GENERAL RESTRICTIONS ON THE TRANSFER OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"f0797b48-9c0c-483b-aabe-7b916ab3f197","order":127,"text":"No Shareholder shall Transfer any Share, or any legal or beneficial interest in any Share, except in accordance with this Agreement. Any purported Transfer made in breach of this Agreement is void and of no effect, and the Shareholders shall procure that the Company refuses to register it and makes no entry in its register of members in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfddfafe-52c7-468f-a15e-cfcf24e15394","order":128,"text":"A Shareholder shall not Transfer some only of the rights attaching to a Share, and shall not divide the legal from the beneficial ownership of any Share, except with the prior written consent of all the other Shareholders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88ca3cb6-14f3-49f6-b218-c2464d63bc22","order":129,"text":"No Shareholder shall Transfer any Share, otherwise than under the Clause entitled "Permitted Transfers", before the expiry of [Lock-up period, in years] years from the date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fae62d17-d770-487f-9998-e4d2619ac84c","value":"yes","type":"add","operator":"="}]},{"id":"6ac75caf-8f90-48b8-aea9-e1ab09534f28","order":130,"text":"Every Transfer of Shares shall be effected by an instrument of transfer together with the contract notes required by the Stamp Duty Ordinance (Cap. 117). The Transferor and the Transferee shall each bear and pay the ad valorem stamp duty for which it is liable under that Ordinance, unless they agree otherwise in writing, and shall procure that the instrument of transfer and the contract notes are duly stamped within the time limit imposed by that Ordinance. The Shareholders shall procure that the Company does not register a Transfer which has not been duly stamped.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9430c08e-36bd-4ab2-b653-2df45e5de157","order":131,"text":"No Transfer of Shares shall be registered unless the Transferee, if not already a party to this Agreement, has first executed and delivered to the Company a Deed of Adherence. Following any Transfer, the Shareholders shall procure that the Company updates its register of members and its register of significant controllers, and makes any filing required by the Companies Ordinance, within the prescribed period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8604e59b-44ff-457a-8b9d-ef49c5970263","order":132,"text":"14. PERMITTED TRANSFERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"bf9ee6c3-4280-4f96-b38b-3e0e6bf3bdae","order":133,"text":"A Shareholder may at any time Transfer all or any of its Shares to a Connected Person of that Shareholder, without complying with the Clause entitled "Pre-Emption on Transfer", provided that the Transferee first executes and delivers a Deed of Adherence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a8f8360-e70f-4b32-bd53-d837b0206795","order":134,"text":"If a Transferee which acquired Shares as a Connected Person subsequently ceases to be a Connected Person of the original Transferor, it shall immediately Transfer those Shares back to that Transferor or to another Connected Person of that Transferor. If it fails to do so within fourteen days, it is deemed to have served a Transfer Notice in respect of all those Shares at Fair Value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6e5cd4a-faea-4ee6-ac2b-fa5c5a049517","order":135,"text":"A Shareholder may also Transfer all or any of its Shares to any person with the prior written consent of all the other Shareholders, on such terms as they may approve, provided that the Transferee first executes and delivers a Deed of Adherence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e89e424-d970-450a-8e54-900f1318b51b","order":136,"text":"On the death of a Shareholder who is an individual, the personal representatives of that Shareholder are bound by this Agreement in respect of the Shares concerned, and no person shall be registered as the holder of those Shares unless that person has first executed and delivered a Deed of Adherence. Until those Shares are Transferred in accordance with this Agreement, the personal representatives shall not exercise any voting right attaching to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"964736b4-5731-40a4-9d30-6db35505b237","order":137,"text":"Shares held by a Connected Person shall be aggregated with those of the Shareholder concerned for the purposes of any calculation of shareholding percentages under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08b65773-5a95-4674-add3-19f18b93d5a8","order":138,"text":"15. PRE-EMPTION ON TRANSFER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"5ca28b16-3833-4126-93d0-5bdef54d2b42","order":139,"text":"A Shareholder wishing to Transfer any Shares, otherwise than under the Clause entitled "Permitted Transfers", shall first give written notice to the Company (a "Transfer Notice") specifying the number of Shares it wishes to Transfer (the "Sale Shares"), the price per Share at which it is willing to sell, and the identity of any proposed purchaser. A Transfer Notice, once given, is irrevocable except with the written consent of all the other Shareholders. A Transfer Notice which is deemed to have been given under this Agreement may not be revoked.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4615544-3fc5-4ea3-b400-4bb1742acb6a","order":140,"text":"The Transfer Notice constitutes the Company the agent of the Shareholder giving it (the "Selling Shareholder") for the sale of the Sale Shares at the price specified in it or, where the Transfer Notice is deemed to have been given, at the price determined in accordance with the provision of this Agreement under which it is deemed to have been given and, if that provision specifies no price, at Fair Value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0f3d708-3d9d-4ba3-bb6d-244beb4e684b","order":141,"text":"Within seven days after receipt of a Transfer Notice, the Company shall offer the Sale Shares in writing to the other Shareholders, each of whom may, within twenty-one days after the date of the offer, accept in respect of all or any of the Sale Shares offered to it and may in addition apply for such number of further Sale Shares as it wishes to acquire should others not accept in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"100fad5c-c3bd-40c2-9dd0-3104542596ab","order":142,"text":"Where the price for the Sale Shares is Fair Value, the Company shall not make the offer until Fair Value has been determined, and every period prescribed by this Clause runs from the date on which that determination is notified to the Shareholders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2f82440-0280-41a3-895c-ae2e32d6c786","order":143,"text":"The Sale Shares shall be allocated to the accepting Shareholders in proportion to their existing holdings of Shares, and any Sale Shares not so allocated shall be allocated among those who applied for further Sale Shares, in the same proportions, but no Shareholder shall be allocated more Sale Shares than it applied for.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"255df7cd-b458-4317-9db8-eab838bfe07e","order":144,"text":"If the accepting Shareholders together apply for all the Sale Shares, the sale shall be completed within fourteen days after the expiry of the offer period. If they do not, the Selling Shareholder is not bound to sell any of the Sale Shares to them and may, within three months after the expiry of the offer period, Transfer all (but not some only) of the Sale Shares to any person at a price not less than the price specified in the Transfer Notice and on terms no more favourable to the purchaser, subject to the Articles and to the other provisions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88b93360-c697-4eb8-bd92-93b64392dca8","order":145,"text":"Where a Transfer Notice is deemed to have been given, the Selling Shareholder is bound to Transfer such of the Sale Shares as the other Shareholders accept, even if they do not accept all of them, and the right to Transfer the Sale Shares to a third party conferred by this Clause does not apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7263ef03-8358-4ce9-af11-f4c20cf588d7","order":146,"text":"Completion of any sale under this Clause shall take place at the registered office of the Company, when the Selling Shareholder shall deliver a duly executed instrument of transfer together with the relevant share certificate and the contract notes, against payment of the purchase price in cleared funds, and shall procure that the Transferee is registered as the holder of the Shares concerned.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99f2863a-9311-4dc2-b190-0fdd99eb2b88","order":147,"text":"If a Selling Shareholder fails to complete a sale which it is bound to complete under this Agreement, the Company may receive the purchase price on its behalf and authorise any Director to execute, complete and deliver the instrument of transfer and the contract notes on its behalf, and the Company shall hold the purchase price on trust for the Selling Shareholder without any obligation to pay interest. The receipt of the Company is a good discharge to the purchaser, whose title is not affected by any irregularity in the proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca011eee-6876-40f2-99b3-c69dfdbcf4be","order":148,"text":"For the purposes of this Clause each Shareholder irrevocably appoints the Company, acting by any Director, as its agent with authority to execute, complete and deliver in its name and on its behalf any instrument of transfer, contract note or other document required to give effect to a sale which it is bound to complete. That appointment is given by way of security for the performance of its obligations under this Agreement and may not be revoked for so long as it holds Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75cc7c16-67c1-4c62-8588-ff754c59d11e","order":149,"text":"A Shareholder is deemed to have given a Transfer Notice in respect of all the Shares held by it, at Fair Value, immediately upon: a bankruptcy order being made against it or it entering into any arrangement with its creditors generally; a resolution or order being made for its winding up, other than a solvent reconstruction; a receiver, manager or provisional liquidator being appointed over it or over any material part of its assets; its death or, in the case of an individual, the making of an order in respect of its mental incapacity; or any change in the Control of a corporate Shareholder which has not been approved in advance in writing by the other Shareholders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"136f4bab-0d68-4b21-81be-3f7f51b09d45","order":150,"text":"16. TAG-ALONG RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"3ba95684-ee79-4260-aef9-ca6fcf796148","order":151,"text":"No Transfer of Shares which would result in any person, together with its Connected Persons and any person acting in concert with it, holding or acquiring Control of the Company (a "Controlling Transfer") may be made or registered unless the proposed purchaser has first made an offer in writing to each other Shareholder to purchase all of the Shares held by that Shareholder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9fea667-ab8c-480c-8184-5246545dc68e","order":152,"text":"The offer shall be on the same terms and at the same price per Share as those applicable to the Controlling Transfer, shall specify the identity of the purchaser and any person acting in concert with it, and shall remain open for acceptance for not less than fourteen days from the date on which it is made. Where any part of the consideration for the Controlling Transfer is not cash, the offer shall include the option to receive an equivalent amount in cash, certified as such by the auditors of the Company acting as experts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f211099c-cc90-4bfc-bc07-30f406833cdd","order":153,"text":"Completion of any purchase pursuant to an accepted offer shall take place at the same time as, and is conditional upon, completion of the Controlling Transfer. If the purchaser fails to complete, the Controlling Transfer may not be made and the Shareholders shall procure that the Company does not register it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbb1ea2a-73d5-48e3-97a1-db102c035659","order":154,"text":"This Clause does not apply to a Transfer made under the Clause entitled "Permitted Transfers".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b617515a-a77c-4990-8c72-06d673698bbb","order":155,"text":"This Clause does not apply to a Transfer made pursuant to a Drag Notice served under the Clause entitled "Drag-Along Rights".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"fe9422bb-bb22-4011-a69f-40dd6d671878","order":156,"text":"The rights conferred by this Clause apply in addition to the pre-emption rights conferred by the Clause entitled "Pre-Emption on Transfer", which shall be exhausted before any Controlling Transfer is made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a60ed0d-8d6d-471d-b091-81883684a8f8","order":157,"text":"17. DRAG-ALONG RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S17"},{"id":"a591e1f3-2bc0-4c2f-b3f7-5eddfdcf650c","order":158,"text":"If Shareholders holding in aggregate not less than [Drag-along threshold, in per cent] per cent of the Shares in issue (the "Dragging Shareholders") wish to Transfer all of their Shares to a purchaser dealing at arm's length and in good faith (the "Proposed Buyer"), they may require all the other Shareholders (the "Dragged Shareholders") to Transfer all of their Shares to the Proposed Buyer, by giving written notice to that effect (a "Drag Notice").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"41c69528-9011-49e7-8dfe-8dca48477f27","order":159,"text":"A Drag Notice shall specify the identity of the Proposed Buyer, the price per Share and the other terms of the proposed sale, and the proposed date of completion, which shall be not less than fourteen days after the date of the Drag Notice. A Drag Notice may be served at any time before the completion of the sale by the Dragging Shareholders and lapses if that sale does not complete within three months after it is served.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"ed0e199a-c5df-4201-ad92-64d07d296a91","order":160,"text":"The Dragged Shareholders shall sell their Shares at the same price per Share and on the same terms as the Dragging Shareholders, save that no Dragged Shareholder shall be required to give any warranty, representation, indemnity or covenant other than as to its title to its Shares, its capacity and authority to sell them, and their freedom from Encumbrances, nor to accept any liability exceeding the consideration actually received by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"cf58fb32-9d99-409c-8f3f-32ef2d79cf6f","order":161,"text":"Where a Drag Notice is served, the Clause entitled "Pre-Emption on Transfer" and the Clause entitled "Tag-Along Rights" do not apply to the sale to the Proposed Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"1b4a5234-01e9-4fa3-88c7-7ac112b6b7be","order":162,"text":"Each Dragged Shareholder shall, on or before the date specified in the Drag Notice, deliver a duly executed instrument of transfer, the relevant share certificate and the contract notes to the Company against payment of the consideration due to it. If a Dragged Shareholder fails to do so, the Company may authorise any Director to execute, complete and deliver those documents on its behalf and shall hold the consideration on trust for it, without any obligation to pay interest, pending delivery of the share certificate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"933051ae-c7da-4d3a-ab9e-43a8c03ddc46","value":"yes","type":"add","operator":"="}]},{"id":"2e8e2c8c-1ce3-464b-998a-e9854eb2b6b2","order":163,"text":"18. COMPULSORY TRANSFER ON CESSATION OF ENGAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S18"},{"id":"c71061d0-0211-4873-a652-99c2111a3fdd","order":164,"text":"This Clause applies to any Shareholder who is, or whose Connected Person is, employed or engaged by the Company as an employee, director or consultant (an "Employee Shareholder").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"1225c8ad-edef-4e9c-aaf4-410f40a14fa4","order":165,"text":"If an Employee Shareholder, or the relevant Connected Person, ceases for any reason to be employed or engaged by the Company and does not resume that employment or engagement within thirty days (the date of cessation being the "Leaving Date"), that Employee Shareholder is deemed to have served a Transfer Notice on the Leaving Date in respect of all the Shares held by it and by its Connected Persons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"bb154326-ad67-4826-a736-560a61b222c9","order":166,"text":"The price payable for those Shares is Fair Value where the Employee Shareholder is a Good Leaver, and the lower of Fair Value and the price actually paid to subscribe for or acquire those Shares where the Employee Shareholder is a Bad Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"880ca7da-72e5-4206-afb7-d78e020873a2","order":167,"text":"A "Good Leaver" is an Employee Shareholder who ceases to be employed or engaged by reason of death, permanent ill health or disability, retirement at an age agreed with the Company, termination by the Company otherwise than in circumstances justifying summary dismissal, or cessation occurring after the expiry of [Good leaver period, in months] months from the date of this Agreement. Any other Employee Shareholder is a "Bad Leaver", including one who resigns before the expiry of that period, who is summarily dismissed, or who is in material breach of this Agreement or of any restriction binding on it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"892d6a4f-5ff9-44aa-ad17-427b84ce6d20","order":168,"text":"The Shares deemed to be the subject of a Transfer Notice under this Clause shall be offered to the continuing Shareholders in accordance with the Clause entitled "Pre-Emption on Transfer", and to the extent that they are not taken up the Company may, with the consent required for a Reserved Matter and subject to the Companies Ordinance and to the solvency requirements imposed by it, buy back those Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"210f4b89-0a11-4b40-b4f7-b6633b92075e","order":169,"text":"Pending completion of the Transfer, the Employee Shareholder shall not exercise any voting right attaching to the Shares concerned otherwise than in accordance with the written directions of the continuing Shareholders holding a majority of the remaining Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c469d881-5d2b-4d6c-882c-24a1544590f5","value":"yes","type":"add","operator":"="}]},{"id":"244cd742-1fcc-4fc8-a946-98e78b47223a","order":170,"text":"19. VALUATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"088a5498-f8b6-47c3-a0b8-2a7088f564a5","order":171,"text":"Where Fair Value falls to be determined, the Shareholders concerned shall first seek to agree it in writing within fourteen days after the date on which the obligation to determine it arises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d198d1d-db0c-4053-b5b8-5f18f602e1c6","order":172,"text":"Failing agreement, Fair Value shall be determined by an independent firm of certified public accountants practising in Hong Kong appointed by agreement between the Shareholders concerned or, in default of agreement within a further seven days, appointed on the application of any of them by the President for the time being of the Hong Kong Institute of Certified Public Accountants (the "Expert").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e436ffb4-2765-4fbf-89a9-03124729a92a","order":173,"text":"The Expert shall act as an expert and not as an arbitrator, and shall determine the value of the relevant Shares as a rateable proportion of the value of the entire issued share capital of the Company as between a willing seller and a willing buyer, without applying any premium for control or any discount for a minority holding or for the fact that the Shares are subject to restrictions on transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbfbbb58-df83-44fd-aedb-a3d34c2d81c8","order":174,"text":"The Company shall give the Expert all information and access which the Expert reasonably requires. The determination of the Expert is final and binding on the Shareholders in the absence of manifest error or fraud. The costs of the Expert shall be borne equally between the seller on the one hand and the purchasers on the other, unless the Expert directs otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a2a95b6-2d6a-467b-ad83-fad2328fde5d","order":175,"text":"20. DEADLOCK","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"c70e2f7f-e64c-42da-95ee-b6ae89102fd9","order":176,"text":"A deadlock arises if a Reserved Matter proposed in writing by a Shareholder does not receive the consent required for it within twenty Business Days after it is proposed, or if a resolution proposed at two successive meetings of the Board cannot be passed by reason of an equality of votes or of the absence of a quorum on both occasions (a "Deadlock").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f94f88d-be40-4f42-8b46-1329b52e29ad","order":177,"text":"Any Shareholder may give written notice of a Deadlock to each other Shareholder and to the Company (a "Deadlock Notice"), setting out the matter in dispute and the resolution which it proposes. Within [Escalation period, in days] days after service of a Deadlock Notice, the Shareholders shall meet, in person or by video conference, and shall negotiate in good faith with a view to resolving the Deadlock. Each Shareholder which is a body corporate shall be represented at that meeting by a director or other senior officer having authority to settle the matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4596e0ba-2c65-43be-af5a-655b0937f72f","order":178,"text":"If the Deadlock is not resolved within thirty days after the date fixed for that meeting, the proposed resolution is deemed not to have been passed, the position existing before the matter was proposed shall be maintained, and the Business shall continue to be conducted in accordance with the last approved budget and business plan. This Clause does not prevent any Shareholder from exercising any other right conferred on it by this Agreement or by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"escalate","type":"add","operator":"="}]},{"id":"c69505c0-1e0c-4b06-bfc6-78b639249f4e","order":179,"text":"If the Deadlock is not resolved within thirty days after the date fixed for that meeting, any Shareholder (the "Offeror") may serve on each other Shareholder (the "Offerees") a notice (an "Election Notice") offering to purchase all of the Shares held by the Offerees at a price per Share specified in that notice, payable in cash on completion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"roulette","type":"add","operator":"="}]},{"id":"a5af16f5-b362-4ef7-8fc9-56de7a8c714b","order":180,"text":"Within thirty days after service of an Election Notice, the Offerees may by written notice given jointly either accept that offer or elect instead to purchase all of the Shares held by the Offeror at the same price per Share. If the Offerees do not respond within that period, they are deemed to have accepted the offer contained in the Election Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"roulette","type":"add","operator":"="}]},{"id":"b0fb78bd-611d-446e-ad2a-a03a85883896","order":181,"text":"Completion of any sale and purchase under this Clause shall take place within thirty days after the acceptance or deemed acceptance, at the registered office of the Company, when the sellers shall deliver duly executed instruments of transfer, the relevant share certificates and the contract notes against payment of the price in cleared funds. The purchaser shall use all reasonable endeavours to procure the release of the sellers from any guarantee or security given by them in respect of the obligations of the Company and, failing release, shall indemnify them against all liability under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"roulette","type":"add","operator":"="}]},{"id":"645f8ee5-d3a1-4cec-b4a7-53264040c11a","order":182,"text":"The Clause entitled "Pre-Emption on Transfer" does not apply to a Transfer made pursuant to an Election Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"roulette","type":"add","operator":"="}]},{"id":"04857526-eb35-459f-9e0e-94663dd40681","order":183,"text":"If the Deadlock is not resolved within sixty days after the date fixed for that meeting, any Shareholder may give written notice to the others requiring that the Company be wound up, and each Shareholder shall then exercise its voting rights so as to procure the passing of a special resolution for the members' voluntary winding up of the Company under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the appointment of a liquidator agreed between them or, failing agreement, nominated by the President for the time being of the Hong Kong Institute of Certified Public Accountants.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"windup","type":"add","operator":"="}]},{"id":"d3b9bf2d-e9b3-42c1-a2dd-511cb63bbd59","order":184,"text":"Before any such notice is given, the Shareholders shall consider in good faith whether the Business, or any part of it, may instead be sold as a going concern to a third party or to one of them, and any Shareholder may make an offer to purchase the Shares of the others at Fair Value, which the others shall consider in good faith but are not obliged to accept.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7dbe3999-8b0b-4597-8155-934ff65af444","value":"windup","type":"add","operator":"="}]},{"id":"e2e32a21-58f1-4145-a819-4197df0336cb","order":185,"text":"21. INTELLECTUAL PROPERTY AND CORPORATE OPPORTUNITIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"03c511f7-6411-4c47-aa09-ba224dcd9f51","order":186,"text":"All intellectual property rights of whatever nature, including patents, trade marks, designs, copyright, database rights, domain names, know-how and confidential technical information, which are created, developed or acquired by a Shareholder, or by any Connected Person of a Shareholder, in the course of or in connection with the Business belong to the Company. Each Shareholder assigns those rights to the Company, together with the right to sue for past infringement, and shall promptly execute all documents and do all things necessary to vest them in the Company and to perfect the registration of the Company as their proprietor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b927870-6bad-4c1a-891b-af9d849bedbe","order":187,"text":"To the extent that any right referred to in this Clause does not vest in the Company automatically on its creation or by virtue of the assignment contained in this Clause, the Shareholder concerned holds that right on trust for the Company until it has been duly assigned to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe23f124-ba04-42f4-a46f-1e72aa138c70","order":188,"text":"Each Shareholder waives, and shall procure that each of its Connected Persons waives, all moral rights and rights of a similar nature in any work referred to in this Clause, so far as those rights may lawfully be waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e77b9de-9573-467f-b45d-5ef3c2f3f7c8","order":189,"text":"Where a Shareholder makes available to the Company any intellectual property which it owns and which is not assigned under this Clause, it grants to the Company a non-exclusive, royalty-free licence to use that intellectual property for the purposes of the Business for so long as that Shareholder holds Shares, and shall not grant to any other person a licence which would prevent the Company from continuing to use it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"041102d5-b458-4801-9a5c-b3e207370775","order":190,"text":"If a business opportunity falling within the scope of the Business comes to the knowledge of a Shareholder, or of a Director appointed by or associated with a Shareholder, that Shareholder shall promptly disclose it to the Board and shall not pursue it, and shall procure that its Connected Persons do not pursue it, for its own account unless the Board has resolved not to pursue it on behalf of the Company and the Shareholders have given the consent required for a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a80bf02d-6d2e-402b-a309-33505efbc2e7","order":191,"text":"This Clause does not require a Shareholder to disclose information which it is prevented from disclosing by a duty of confidence owed to a third party and assumed before the date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a7b52e1-f5f9-4820-8921-df3c1d7f9990","order":192,"text":"22. COMPLIANCE, ANTI-BRIBERY AND TAXATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"ae8c7b53-0717-4bf9-8f78-a32cf2cf5932","order":193,"text":"The Shareholders shall procure that the Company, and each of its Directors, officers, employees and agents, complies with the Prevention of Bribery Ordinance (Cap. 201) and with every other anti-corruption law applicable to the Business, and that the Company adopts and maintains policies and procedures reasonably designed to prevent bribery and corruption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cb53209-bbf5-4063-9ed1-a7b39be4b97d","order":194,"text":"No Party shall, and each Party shall procure that no person acting on its behalf shall, offer, promise, give, solicit or accept any advantage within the meaning of the Prevention of Bribery Ordinance in connection with the Business, whether in Hong Kong or elsewhere.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fde6705-3af2-418b-b058-231f2ed79279","order":195,"text":"The Shareholders shall procure that the Company complies with the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) so far as it applies to the Company, with all applicable trade and financial sanctions, and with the Personal Data (Privacy) Ordinance (Cap. 486) in respect of the personal data which it holds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5b1517d-1b29-411a-8ffd-d7cc86a1f52c","order":196,"text":"The Shareholders shall procure that the Company files its profits tax returns, employers returns and all other returns required by the Inland Revenue Ordinance (Cap. 112) within the time limits imposed by that Ordinance, pays all taxes and duties as they fall due, and enrols every eligible employee in a registered scheme under the Mandatory Provident Fund Schemes Ordinance (Cap. 485).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f0423e9-1789-4166-bceb-4b3cc61ace8d","order":197,"text":"A breach of this Clause by a Shareholder is a material breach of this Agreement for the purposes of the Clause entitled "Breach, Remedies and Default Interest".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96f2e424-ee19-4abd-aa22-f40c0f9f3957","order":198,"text":"23. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S23"},{"id":"c6a96198-8d72-4492-8dd3-eb8f7b813b3d","order":199,"text":"Each Party shall keep confidential, and shall not use otherwise than for the purposes of the Business or of the exercise of its rights under this Agreement, all information of a confidential nature relating to the Company, the Business or any other Party which it acquires as a result of the negotiation, execution or performance of this Agreement, including trade secrets, know-how, customer and supplier lists, pricing, financial information and the terms of this Agreement itself.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bb01a45-c81f-4159-95e2-5a70d1a2c80e","order":200,"text":"This obligation does not apply to information which is or becomes publicly available otherwise than through a breach of this Agreement, which was lawfully in the possession of the recipient before disclosure and free of any obligation of confidence, or which is independently developed without reference to the confidential information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4adc10ee-0621-4b66-ae40-e14c36aeb690","order":201,"text":"A Party may disclose confidential information to its directors, officers, employees and professional advisers who need to know it for the purposes of this Agreement and who are bound by an equivalent obligation of confidence, and to the extent required by law, by any court of competent jurisdiction, by any competent regulatory authority or by the rules of any recognised securities exchange, in which case the Party concerned shall where lawful give prior notice to the other Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f45f577-2468-43c8-8795-b5fbf976f247","order":202,"text":"This obligation continues in force for [Confidentiality period, in years] years after the date on which the Party concerned ceases to hold Shares or, if earlier, after the termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2fa4971-0605-4306-831b-8065cd96ea7f","order":203,"text":"Each Party shall comply with the Personal Data (Privacy) Ordinance (Cap. 486) in respect of any personal data disclosed to it under or in connection with this Agreement, and shall use that data only for the purposes for which it was disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da7d422b-73d5-49b9-80e9-feb855f945a2","order":204,"text":"24. ANNOUNCEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S24"},{"id":"1353ec20-65e6-466d-a700-4302ce0cfa50","order":205,"text":"No Party shall make any announcement, issue any circular or press release, or make any other public statement concerning the existence, the subject matter or the terms of this Agreement, or concerning the relationship between the Parties, without the prior written approval of the other Parties as to its content, form and timing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"305fc410-f0d1-4578-abc0-813e239a3458","order":206,"text":"No Party shall use the name, trade mark or logo of another Party, or of the Company, in any advertising, customer list or promotional material without the prior written consent of that Party or, in the case of the Company, without the approval of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e63e95bd-e5ae-4a1a-8575-971fe031bce7","order":207,"text":"This Clause does not prevent an announcement required by law, by a court of competent jurisdiction, by a competent regulatory authority or by the rules of a recognised securities exchange, provided that the Party required to make it consults the other Parties as to its content so far as it is lawful and practicable to do so before it is made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9eb04ec4-8768-46c4-8c4a-e54e1db67118","order":208,"text":"25. RESTRICTIVE COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"daa6c8c0-048c-46a3-ad77-5993ff786658","value":"yes","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S25"},{"id":"92bddb26-b0f7-499c-8b44-0fd627ac40dc","order":209,"text":"Each Shareholder undertakes with the Company and with each other Shareholder that it shall not, for so long as it holds Shares and for a period of [Covenant period, in months] months after it ceases to hold Shares, within [Territory of the covenants], directly or indirectly and whether alone or with any other person, carry on or be engaged, concerned or interested in any business which competes with the Business as carried on at the date of cessation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"daa6c8c0-048c-46a3-ad77-5993ff786658","value":"yes","type":"add","operator":"="}]},{"id":"daddbce5-059f-4302-a8ee-ed710a1be965","order":210,"text":"Each Shareholder further undertakes that during the same period it shall not solicit or entice away from the Company any person who was a customer or supplier of the Company during the twelve months before that date and with whom it had material dealings, nor solicit or entice away any person who was a director, employee or consultant of the Company during that period and who held a senior or technical position, nor use or attempt to register any name or mark which is confusingly similar to any name or mark used by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"daa6c8c0-048c-46a3-ad77-5993ff786658","value":"yes","type":"add","operator":"="}]},{"id":"3dd46e8b-d543-4bfb-ab77-53bc654fbcb7","order":211,"text":"Nothing in this Clause prevents a Shareholder from holding, for investment purposes only, shares which are listed on a recognised securities exchange and which represent not more than five per cent of the issued shares of that class.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"daa6c8c0-048c-46a3-ad77-5993ff786658","value":"yes","type":"add","operator":"="}]},{"id":"d398ac46-dde4-431d-b99e-f364d43407c7","order":212,"text":"Each of the restrictions in this Clause is separate and severable, and is considered by the Parties to be reasonable and no more than is necessary for the protection of the goodwill and legitimate business interests of the Company. If any restriction is held to be void or unenforceable but would be valid and enforceable if some part of it were deleted or if the period, the territory or the range of activities were reduced, it applies with such modification as is necessary to make it valid and enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"daa6c8c0-048c-46a3-ad77-5993ff786658","value":"yes","type":"add","operator":"="}]},{"id":"75a09c8e-8c06-4ec9-b4d7-b579d6ae3be6","order":213,"text":"26. WARRANTIES AND UNDERTAKINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S26"},{"id":"5bdace09-ac87-4008-9dd6-9d1b65089d3e","order":214,"text":"The warranties in this Clause are given on the date of this Agreement and are repeated by each person who executes a Deed of Adherence on the date of that Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c87519bb-abce-4ac9-a1a1-e2d972ddc638","order":215,"text":"Each Party warrants to each other Party that it has full power and capacity to enter into and perform this Agreement, that this Agreement has been duly authorised, executed and delivered by it and constitutes obligations binding on it in accordance with its terms, and that its entry into and performance of this Agreement does not conflict with its constitutional documents or with any agreement, obligation or judgment binding on it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2d71c039-2907-43e4-b001-04058982ccad","order":216,"text":"Each Shareholder warrants to each other Shareholder that it is the sole legal and beneficial owner of the Shares set against its name in Schedule 1, that those Shares are fully paid, and that they are free from all Encumbrances and from any agreement or arrangement to create one.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe010fb8-4541-4d36-9976-230881753555","order":217,"text":"Each Shareholder warrants to each other Shareholder that no petition has been presented and no order made or resolution passed for its bankruptcy or winding up, that no receiver, manager or provisional liquidator has been appointed over it or over any of its assets, and that it has not entered into any arrangement or compromise with its creditors generally.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83973f2c-5ee7-4d1d-a3be-9cbd9ef9eb05","order":218,"text":"Each Shareholder undertakes to observe and comply with the Articles and this Agreement, and to do, execute and deliver, and to procure the doing, executing and delivering of, all such acts and documents as may reasonably be required in order to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c18ac8c-c3e1-41fd-a392-625d19ab46ce","order":219,"text":"27. BREACH, REMEDIES AND DEFAULT INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S27"},{"id":"0fce263f-e4f1-4b77-8642-71aeeaec9e1c","order":220,"text":"Each Party acknowledges that an award of damages alone may not be an adequate remedy for a breach of this Agreement, and that the other Parties are entitled to seek the remedies of injunction, specific performance and other equitable relief in respect of any actual or threatened breach, without proof of special damage and without any obligation to provide security for costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00f7e65e-4991-4453-9cb9-6db9efab0860","order":221,"text":"Any sum which is payable under this Agreement and which is not paid on its due date carries interest, from the due date until the date of actual payment, at the rate of three per cent per annum above the Hong Kong dollar best lending rate quoted from time to time by The Hongkong and Shanghai Banking Corporation Limited, accruing from day to day and compounded monthly, both before and after any judgment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc38d280-2568-47b7-a624-3e1e18d65709","order":222,"text":"If a Shareholder commits a material breach of this Agreement which is incapable of remedy, or which is capable of remedy but is not remedied within thirty days after written notice requiring it to be remedied, the other Shareholders may by written notice given within sixty days after the expiry of that period require that Shareholder to be treated as having served a Transfer Notice, on the date of that notice, in respect of all the Shares held by it and by its Connected Persons at Fair Value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e125a96-3e73-48e2-88d4-1ea7f2c71f99","order":223,"text":"The rights conferred by this Clause are without prejudice to any other right or remedy of the Parties, and no Party is entitled to rescind or terminate this Agreement by reason of a breach of it, the remedies of the Parties being limited to damages, the equitable remedies referred to in this Clause and the rights expressly conferred by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c060f89b-c512-4117-8a78-6339038a9195","order":224,"text":"28. DURATION AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S28"},{"id":"d0436ca5-c184-4180-b0cc-38bb26a8cb75","order":225,"text":"This Agreement takes effect on the date first written above and continues in force until it is terminated by the written agreement of all the Shareholders, or until one person becomes the holder of all the Shares, or until an effective resolution is passed or an order is made for the winding up of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f9b27f6-94e7-4133-8171-e6244a5a18ad","order":226,"text":"A Shareholder which ceases to hold any Shares ceases to be bound by this Agreement, save in respect of any obligation accrued before that date and save in respect of the Clauses entitled "Intellectual Property and Corporate Opportunities", "Confidentiality", "Announcements", "Breach, Remedies and Default Interest" and "Governing Law and Dispute Resolution", and in respect of any restriction expressed to apply after cessation, all of which continue to bind it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c020a621-36b0-41a1-aee6-2747176fb4fd","order":227,"text":"Termination does not affect any right or liability which has accrued to any Party before termination, nor any provision of this Agreement which is expressed to survive or which is required in order to give effect to that survival.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e63faad3-bc4a-4535-a420-154559d9dea1","order":228,"text":"29. NEW SHAREHOLDERS AND DEED OF ADHERENCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S29"},{"id":"6c617a74-615b-49a6-891b-619ad7a8f60a","order":229,"text":"The Shareholders shall procure that no person is registered as a member of the Company, whether upon an allotment or a Transfer of Shares, unless that person has first executed and delivered to the Company a Deed of Adherence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd7c8d04-6559-465f-916e-11a615c0c281","order":230,"text":"Upon the execution and delivery of a Deed of Adherence, the person executing it becomes a Party to this Agreement and is entitled to the benefit of, and is bound by, its provisions as if it had been an original party to it in the capacity of a Shareholder, and Schedule 1 is deemed to be amended accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7884697f-9c50-4751-b486-1eb3b0de5367","order":231,"text":"The admission of a new Shareholder does not require this Agreement to be re-executed by the existing Parties, each of whom irrevocably authorises the Company to countersign each Deed of Adherence on its behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6fc7dc20-2aef-47f6-aec4-68ce3a3afe91","order":232,"text":"30. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S30"},{"id":"2579c006-d415-4d76-9709-d31328cbca98","order":233,"text":"Every notice or other communication given under this Agreement shall be in writing in the English language and shall be delivered by hand, sent by courier, sent by prepaid post, or sent by electronic mail, to the address of the recipient set out in this Agreement or to such other address or electronic mail address as that Party may have notified to the others in accordance with this Clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c6304ba-ae8b-4572-9400-22fca20af5a7","order":234,"text":"A notice is deemed to have been received: if delivered by hand or by courier, at the time of delivery; if sent by prepaid post to an address in Hong Kong, two Business Days after posting; if sent by prepaid airmail to an address outside Hong Kong, five Business Days after posting; and if sent by electronic mail, at the time of transmission, or if that time is outside business hours in the place of receipt, at the opening of business on the next Business Day, provided that no notification of failed delivery is received.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bffb9fa-0cc0-4417-a974-5789721a575d","order":235,"text":"A notice to the Company shall be sent to its registered office and marked for the attention of the company secretary. A notice to a Shareholder which is a body corporate shall be marked for the attention of its directors. A Party may change its address or electronic mail address for the service of notices by giving not less than five Business Days notice to the other Parties in accordance with this Clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3167390c-74ac-4532-b918-78c13b0dfb3c","order":236,"text":"This Clause does not apply to the service of any document in any proceedings or in any arbitration, nor to any document required to be served under any rule of court.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6317aa2c-3eb4-4e91-80b1-da19d9164cd9","order":237,"text":"31. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S31"},{"id":"c99a5f44-6570-4688-a9af-3817e125ee69","order":238,"text":"This Agreement, together with the documents referred to in it, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, arrangements, understandings and representations between them relating to it. Each Party acknowledges that it has not relied on any statement, representation or warranty which is not set out in this Agreement, provided that nothing in this Clause limits any liability for fraud or fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bdeb367-3c95-4f12-ae75-8d92bba9de83","order":239,"text":"No variation of this Agreement is effective unless it is in writing and signed by or on behalf of each of the Parties. No waiver of any right arising under this Agreement is effective unless it is in writing, and no delay or failure to exercise, and no single or partial exercise of, any right operates as a waiver of it or of any other right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"938941ab-f419-4b21-bb2d-42bf54691a1f","order":240,"text":"Nothing in this Agreement creates a partnership between the Parties, nor constitutes any Party the agent of another for any purpose, and no Party has authority to bind another or to hold itself out as having that authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9476a55-7a7c-483e-9dbb-59e738afa466","order":241,"text":"No Party may assign, charge or otherwise dispose of the benefit of this Agreement, or of any right arising under it, otherwise than in connection with a Transfer of Shares permitted by this Agreement and to the Transferee of those Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df0e1905-7dcd-48c7-be3f-101177cad734","order":242,"text":"If any provision of this Agreement is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible that provision shall be severed. Any such modification or severance does not affect the validity and enforceability of the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a21b9279-c631-4fa8-9e59-3e0b9d998b9a","order":243,"text":"This Agreement may be executed in any number of counterparts, each of which when executed is an original and all of which together constitute one and the same instrument. An executed counterpart transmitted by electronic mail in portable document format is effective as delivery of an original.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ade2f89c-1515-4332-b94f-b71ff9bd14a2","order":244,"text":"A person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of this Agreement, and the consent of any such person is not required for any variation, rescission or termination of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97d4eb77-f95b-4628-aae3-d683f05e27a8","order":245,"text":"This Agreement is made in the English language. If it is translated into any other language, the English text prevails.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd53c4dc-9b59-4d50-9bb0-53ff501724d6","order":246,"text":"Each Party bears its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. The rights and remedies provided by this Agreement are cumulative and do not exclude any right or remedy provided by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"330dfd51-affe-4b9e-a7b5-ce257b606a5c","order":247,"text":"32. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S32"},{"id":"83c541af-27e7-46b0-aa4e-d95ab819a15e","order":248,"text":"This Agreement and any non-contractual obligation arising out of or in connection with it are governed by and shall be construed in accordance with the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cefd51f1-b6fb-4f14-bf78-7b13944b9dab","order":249,"text":"Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause is the law of Hong Kong, the seat of arbitration is Hong Kong, the number of arbitrators is one, and the arbitration proceedings shall be conducted in English.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"730570d5-bf45-4685-886c-0de76cd9d15e","order":250,"text":"Nothing in this Clause prevents a Party from applying to any court of competent jurisdiction for interim or conservatory relief in support of the arbitration, and the courts of Hong Kong have non-exclusive jurisdiction for that purpose and for the enforcement of any award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcb582ae-31ec-4103-ad2e-a008fbb7569f","order":251,"text":"Each Party shall continue to perform its obligations under this Agreement during any dispute resolution proceedings, save to the extent that the subject matter of the dispute makes performance impossible.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"25cbff78-a789-4a84-871d-eed4f6571ccb","order":252,"text":"IN WITNESS OF WHICH this Agreement has been executed by the Parties on the date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"405b022b-5fa5-4ff8-8bb7-a79b906144cc","order":253,"text":"SIGNED by, or by a duly authorised signatory for and on behalf of, [Full name of the first shareholder]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d275bc79-15aa-430e-ad88-f82c9526a828","order":254,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"216b0c4e-a98e-445f-a03a-2e82ee4a941d","order":255,"text":"Name and capacity of the signatory: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"00c74292-74cb-4e06-be72-bdb10c508b00","order":256,"text":"SIGNED by, or by a duly authorised signatory for and on behalf of, [Full name of the second shareholder]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dfbdd78d-b746-46b8-a477-40fe53f1bfb6","order":257,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2f2478c-86dc-4c1c-a6d7-3f1c295aae44","order":258,"text":"Name and capacity of the signatory: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8f767edc-9246-4e1b-b3a2-8e30f74aac3a","order":259,"text":"SIGNED by, or by a duly authorised signatory for and on behalf of, [Full name of the third shareholder]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="}]},{"id":"97a59051-f4af-4850-81f3-e53523c050ef","order":260,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="}]},{"id":"41590450-c688-4e1c-9672-b8ca2caa36ef","order":261,"text":"Name and capacity of the signatory: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="}]},{"id":"24089cb8-01cc-4c09-a921-c80a7083cbc7","order":262,"text":"SIGNED by, or by a duly authorised signatory for and on behalf of, [Full name of the fourth shareholder]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="},{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"remove","operator":"="}]},{"id":"a05d111b-bec6-4d45-b62e-8ab516a6e213","order":263,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="},{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"remove","operator":"="}]},{"id":"e3983d4d-3eed-4468-810e-606677070c7e","order":264,"text":"Name and capacity of the signatory: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="},{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"remove","operator":"="}]},{"id":"6ac19835-39b4-47fa-9fb3-6faaf9ff5ad8","order":265,"text":"SIGNED for and on behalf of [Company name]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"ce1ab5b9-41d0-4e99-9f64-b4696deab9d0","order":266,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"533deb4f-8178-499b-9969-59f55a8a2079","order":267,"text":"Name and capacity (Director, or Director and Company Secretary): ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"5686f183-3d4f-4c1d-bfd8-27c239ad5b31","order":268,"text":"SCHEDULE 1","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"b69b9b38-0848-417b-ac47-3e20f2eeb847","order":269,"text":"THE SHAREHOLDERS AND THEIR SHAREHOLDINGS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"545d62cc-080e-4e41-84c3-8d67936d81c7","order":270,"text":"Party — Name — Identification or registration number — Number of ordinary shares held","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16cc64c0-e734-451f-9a67-f30a6618dc24","order":271,"text":"The First Shareholder — [Full name of the first shareholder] — [First shareholder — identification number] — [Shares held by the first shareholder] ordinary shares","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"002db62e-752e-4e2e-a608-aa3bfc8d2528","order":272,"text":"The Second Shareholder — [Full name of the second shareholder] — [Second shareholder — identification number] — [Shares held by the second shareholder] ordinary shares","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1d24a4ac-4d13-4651-8132-8d0e3315b0f2","order":273,"text":"The Third Shareholder — [Full name of the third shareholder] — [Third shareholder — identification number] — [Shares held by the third shareholder] ordinary shares","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="}]},{"id":"34fd37e1-e9b0-49d7-81b1-8d7164344071","order":274,"text":"The Fourth Shareholder — [Full name of the fourth shareholder] — [Fourth shareholder — identification number] — [Shares held by the fourth shareholder] ordinary shares","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"2","type":"remove","operator":"="},{"field":"100f628c-b686-4579-81fd-7ecd8a32f7fb","value":"3","type":"remove","operator":"="}]},{"id":"21239c19-16d0-467f-9e9d-a17266849500","order":275,"text":"Total issued share capital: [Total number of ordinary shares] ordinary shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"b6c78c61-d62c-482c-81c5-9d7ebfc8b5eb","order":276,"text":"SCHEDULE 2","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"4d67956a-107f-4422-ae25-5d2e19014224","order":277,"text":"FORM OF DEED OF ADHERENCE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"108a6e98-0ba2-4485-b736-51ac0cfcb23f","order":278,"text":"THIS DEED OF ADHERENCE is made on the date set out below BY the person named below (the "New Shareholder") in favour of each person whose name is entered in the register of members of [Company name] (the "Company") and in favour of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c2467cb-3dbc-4c27-b1a5-9487f5aac637","order":279,"text":"Name of the New Shareholder: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4b873123-3eab-4b0a-a47e-950cb04e9f6c","order":280,"text":"Identification or registration number: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"44afb52b-f437-4c11-bca2-d2cd18d8cded","order":281,"text":"Address for the service of notices: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ec490c8c-c3ad-4ee9-bf42-65e0f7d52092","order":282,"text":"Number of Shares acquired: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29e93ca3-6473-4ca4-a49a-60a3842c81c3","order":283,"text":"The New Shareholder confirms that it has been supplied with a copy of the shareholders' agreement relating to the Company dated [Date of the Agreement] (the "Shareholders' Agreement") and covenants with each person who is a party to the Shareholders' Agreement, and with the Company, to observe, perform and be bound by all of its provisions which are capable of applying to the New Shareholder, as if the New Shareholder had been an original party to it in the capacity of a Shareholder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad083b9d-5f25-4fe9-ac0a-c94eaab492ed","order":284,"text":"The New Shareholder warrants that it has full power and capacity to enter into this Deed and that this Deed constitutes obligations binding on it in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b049c64-4d7c-4f3d-b1df-fb35c6704514","order":285,"text":"This Deed is governed by and shall be construed in accordance with the laws of Hong Kong, and the provisions of the Shareholders' Agreement relating to the resolution of disputes apply to any dispute arising out of or in connection with this Deed as if they were set out in it in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78f2e2f0-ef2c-4add-b936-aaefc05552bc","order":286,"text":"EXECUTED AS A DEED and delivered on the date set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"62eb6ad8-92b1-4659-bba2-26ec509906a9","order":287,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d8e1f5ba-38ba-4a4b-a3c6-815affe3326d","order":288,"text":"Signature of the New Shareholder: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c547433-4116-4407-9004-758fbbb017cc","order":289,"text":"Name, signature and address of witness: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]