Document background
The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used when a buyer wishes to acquire both shares in a company and specific business assets in Hong Kong. This hybrid agreement is particularly useful in complex corporate restructurings or acquisitions where the target's ownership structure necessitates both share and asset transfers. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and other relevant regulations. It typically includes comprehensive provisions covering purchase price mechanisms, conditions precedent, warranties, indemnities, tax covenants, and detailed schedules identifying the shares and assets being transferred. The SAPA is commonly used in situations where acquiring the shares alone wouldn't capture all desired business elements, or where certain assets need to be carved out from the main transaction.
