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.
