The Share Purchase Agreement is a fundamental document used in corporate acquisitions and investments in Hong Kong. It serves as the primary transaction document when acquiring shares in a company, whether for a partial or complete acquisition. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). It typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties about the target company's condition, indemnities, conditions precedent, and completion mechanics. The document is crucial for both private and public company transactions, though requirements may vary depending on whether the target company is listed on the Hong Kong Stock Exchange. The agreement must address specific Hong Kong regulatory requirements, including those related to beneficial ownership, anti-money laundering compliance, and any necessary regulatory approvals.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Seller's Liability: Limitations on warranty claims and other liability restrictions
10. Indemnities: Specific indemnities provided by the seller to the purchaser
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
13. Notices: Process and requirements for giving notices under the agreement
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
15. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or other metrics - used in deals with variable consideration
2. Earn-out Provisions: Structure for additional payments based on future performance - used when part of consideration is contingent on future events
3. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - relevant when seller could compete with target business
4. Tax Covenant: Specific provisions dealing with tax liabilities - important for deals with significant tax implications
5. Break Fee: Provisions for payment if deal fails - relevant for complex or high-value transactions
6. Intellectual Property Rights: Specific provisions regarding IP transfer and protection - important for technology or brand-focused companies
7. Employee Matters: Specific provisions regarding employees and benefits - relevant when employment issues are material
8. Real Estate Matters: Specific provisions regarding property - relevant when real estate is material to the business
9. Transitional Services: Arrangements for post-completion services - needed when seller provides crucial services to target
1. Share Details: Details of shares being transferred including share certificates and shareholder information
2. Warranties: Detailed warranties given by the seller regarding the company and business
3. Properties: Details of real estate owned or leased by the target company
4. Intellectual Property: List of IP rights owned or licensed by the target company
5. Material Contracts: List and details of important contracts of the target company
6. Employees: Details of key employees and employment terms
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Company Information: Corporate information including subsidiaries and group structure
9. Accounting Policies: Relevant accounting policies for completion accounts or price adjustment
10. Disclosed Matters: Matters disclosed against the warranties
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