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Business Share Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Business Share Purchase Agreement

"I need a Business Share Purchase Agreement under Hong Kong law for the acquisition of a 60% stake in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

Document background
The Business Share Purchase Agreement is a crucial document used in Hong Kong for corporate acquisitions where one party (the buyer) agrees to purchase shares in a company from another party (the seller). This agreement is essential for both private and public company transactions, though its specific terms may vary depending on the size and complexity of the deal. It must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and other relevant regulations. The document typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in Hong Kong's dynamic business environment, where cross-border transactions are common and regulatory compliance is strictly enforced.
Suggested Sections

1. Parties: Identification of all parties to the agreement including full legal names and addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including shares being sold and basic purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties about the company, shares, and business

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding transaction confidentiality and public announcements

13. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement

14. Notices: Process for giving formal notices under the agreement

15. Assignment: Restrictions on assignment of rights under the agreement

16. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.

17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Non-competition Covenants: Used when sellers need to be restricted from competing post-completion

3. Management Arrangements: Used when sellers will continue in management roles post-completion

4. Escrow Arrangements: Used when part of purchase price will be held in escrow

5. Multiple Seller Provisions: Used when there are multiple sellers to address joint/several liability

6. Regulatory Approvals: Used when transaction requires specific regulatory approvals

7. Intellectual Property Rights: Used when IP is a significant component of business value

8. Employee Matters: Used when specific employee arrangements need to be addressed

9. Real Estate Provisions: Used when company owns/leases significant real estate assets

10. Transitional Services: Used when seller will provide services post-completion

Suggested Schedules

1. Details of the Company: Corporate information, share capital, and shareholding structure

2. Conditions Precedent: Detailed list of all conditions precedent

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties about the company and business

5. Properties: Details of real estate owned or leased by the company

6. Intellectual Property: Details of IP owned or licensed by the company

7. Material Contracts: List and details of key business contracts

8. Employees: Information about employees and their terms of employment

9. Financial Information: Recent financial statements and management accounts

10. Tax Affairs: Details of company's tax position and ongoing matters

11. Disclosed Matters: Disclosure against warranties

12. Form of Resignation Letters: Template resignation letters for outgoing directors

13. Form of Board Resolutions: Template board resolutions for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































































Clauses









































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Education

Logistics

Media and Entertainment

Construction

Hospitality

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Corporate Secretarial

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Private Equity Manager

Mergers & Acquisitions Director

Financial Controller

Business Development Director

Risk Manager

Compliance Officer

Board Director

Managing Director

Transaction Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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