The Share Purchase Agreement And Shareholders Agreement is a sophisticated legal instrument used in Hong Kong for transactions involving both the sale of company shares and the establishment of ongoing shareholder relationships. It is particularly useful in private company acquisitions, joint ventures, and investment rounds where new shareholders are entering a company. The document addresses both immediate transaction needs (such as purchase price, completion mechanics, and warranties) and long-term governance requirements (including management structure, share transfer restrictions, and shareholder rights). Under Hong Kong law, this combined agreement must comply with the Companies Ordinance (Cap. 622) and other relevant legislation, making it essential for corporate restructuring, investment deals, and business combinations. The document typically includes detailed provisions for regulatory compliance, stamp duty requirements, and specific Hong Kong corporate governance standards.
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1. Parties: Identification of all parties to the agreement including the seller(s), purchaser(s), and the company
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Completion: Timing, location, and mechanics of completion, including actions and deliverables required
7. Warranties and Representations: Warranties given by sellers regarding the company and shares
8. Share Capital and Further Issues: Structure of share capital and rules for future share issues
9. Transfer of Shares: Restrictions on share transfers and process for permitted transfers
10. Management and Board: Board composition, appointment rights, and management structure
11. Shareholders Meetings: Procedures for shareholder meetings and voting rights
12. Reserved Matters: Decisions requiring special approval from shareholders or the board
13. Dividend Policy: Rules governing declaration and payment of dividends
14. Information Rights: Shareholders' rights to company information and financial reports
15. Confidentiality: Obligations regarding confidential information
16. Non-Competition and Non-Solicitation: Restrictions on competitive activities
17. Termination: Circumstances and process for terminating the agreement
18. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Anti-Dilution Protection: Protection for existing shareholders against dilution in future share issues
4. IPO Rights: Rights and procedures relating to potential future public listing
5. Dead-Lock Resolution: Procedures for resolving shareholder or board deadlocks
6. Put and Call Options: Rights to force purchase/sale of shares under specific circumstances
7. Preference Rights: Special rights attached to any preference shares
8. Employee Share Scheme: Provisions for employee share ownership plans
9. Ethical Business Practices: Compliance with anti-corruption and business ethics requirements
1. Company Information: Details of the company including registration number, registered office, and current directors
2. Shareholding Structure: Current and post-completion shareholding structure
3. Warranties: Detailed warranties given by the sellers
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Reserved Matters: Detailed list of matters requiring special approval
6. Board Procedures: Detailed procedures for board meetings and operations
7. Deed of Adherence: Form of deed for new shareholders joining the agreement
8. Company Business Plan: Initial business plan and strategy
9. Share Transfer Notice: Form of notice for transfer of shares
10. Key Management Contracts: Terms of employment for key management personnel
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