The Contract Of Sale Of Shares is a fundamental document used in Hong Kong for transferring ownership of company shares between parties. It is essential for both private and public company transactions, though its application varies based on the company type and transaction size. The document must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It is commonly used in mergers and acquisitions, corporate restructuring, investment transactions, and business succession planning. The agreement typically contains detailed provisions covering share transfer mechanics, warranties about the company's condition, pre-completion obligations, and post-completion adjustments, all tailored to Hong Kong's commercial and regulatory environment.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share sale
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Details of the completion process, timing, location, and actions required
8. Warranties: Standard warranties given by the seller regarding the shares and the company
9. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
10. Confidentiality: Obligations regarding confidential information and announcements
11. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
12. Notices: Process and requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.
14. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Tax Covenant: Detailed tax indemnities and procedures - used when specific tax risks are identified
2. Non-Competition: Restrictions on seller's competing activities - used when seller has significant market knowledge
3. Intellectual Property Protection: Special provisions for IP rights - used when company has significant IP assets
4. Employee Matters: Specific provisions regarding key employees - used when retention of employees is crucial
5. Earn-out Provisions: Structure for additional payments based on future performance - used in performance-based deals
6. Tag-Along/Drag-Along Rights: Rights for minority shareholders - used in partial stake sales
7. Break Fee: Compensation if deal fails - used in high-value transactions with significant due diligence costs
8. Foreign Investment Provisions: Special provisions for foreign buyers - used when buyer is not Hong Kong-based
1. Share Details: Details of shares being sold including share certificate numbers and shareholding history
2. Company Information: Key details about the company including registration number, registered office, directors
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: List and details of company's real estate assets
5. Intellectual Property: Schedule of IP rights owned or licensed by the company
6. Material Contracts: List and summary of important commercial contracts
7. Employees: Details of key employees and their terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Disclosed Matters: Specific disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Media and Entertainment
Transportation and Logistics
Construction
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Due Diligence
Corporate Secretarial
Treasury
Tax
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Banker
Finance Director
Managing Director
Business Development Director
Corporate Development Manager
M&A Manager
Compliance Officer
Due Diligence Officer
Transaction Manager
Investment Director
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