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Share Purchase Agreement

Share Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Purchase Agreement

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

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

alex.den.21@genieai.co
Relevant legal definitions




















































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Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Professional Services

Healthcare

Energy

Infrastructure

Telecommunications

Media and Entertainment

Consumer Goods

Education

Transportation and Logistics

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Treasury

Tax

Executive Leadership

Investment

Due Diligence

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Financial Controller

Due Diligence Manager

Compliance Officer

Board Director

Managing Director

Transaction Manager

Investment Banker

Private Equity Manager

Senior Legal Counsel

Risk 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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