¶¶Òõ¶ÌÊÓƵ

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.

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