The Acquisition Purchase Agreement is a fundamental transaction document used in mergers and acquisitions (M&A) in Hong Kong. It serves as the primary contract between a buyer and seller in business acquisition transactions, whether structured as a share purchase or asset purchase. This agreement is essential for transactions subject to Hong Kong law and must comply with local regulatory requirements, including those under the Companies Ordinance (Cap. 622) and other relevant legislation. The document typically includes detailed provisions covering purchase price mechanics, conditions precedent, warranties and indemnities, completion mechanics, and post-completion obligations. It's particularly important in the Hong Kong business environment where cross-border transactions are common and regulatory compliance is strictly enforced.
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1. Parties: Identification of buyer, seller, and any guarantors with full legal names and addresses
2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and basic deal structure
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Pre-completion conditions that must be satisfied before the deal closes
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the business, shares, and assets
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liability
11. Indemnities: Specific indemnities for identified risks or liabilities
12. Confidentiality: Obligations regarding confidential information and announcements
13. Non-Competition: Restrictions on seller's competing activities post-completion
14. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Required when there are specific arrangements for employee transfers or retention
3. Real Estate: Needed when property transfers are a significant part of the transaction
4. Intellectual Property: Important when IP assets are material to the business
5. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements
6. Tax Covenant: Detailed tax provisions when tax risks are significant
7. Transitional Services: Required when seller will provide services post-completion
8. Bank Financing: Needed when purchase is contingent on obtaining financing
9. Parent Company Guarantee: Used when parent company guarantees are required
1. Schedule 1 - Details of the Target Company: Corporate information, shareholding structure, and key details of the target
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Schedule 3 - Completion Obligations: Detailed list of documents and actions required at completion
4. Schedule 4 - Warranties: Comprehensive list of seller's warranties
5. Schedule 5 - Properties: Details of all real estate owned or leased
6. Schedule 6 - Intellectual Property: List of all IP rights owned or licensed
7. Schedule 7 - Material Contracts: Summary of key business contracts
8. Schedule 8 - Employees: Details of key employees and employment terms
9. Schedule 9 - Accounts: Recent financial statements and management accounts
10. Schedule 10 - Tax Affairs: Summary of tax positions and ongoing matters
11. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
12. Appendix B - Form of Board Resolutions: Template board resolutions for completion
13. Appendix C - Disclosure Letter: Seller's disclosures against the warranties
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