The Preliminary Share Purchase Agreement is a crucial document in the early stages of M&A transactions in Hong Kong. It serves as a bridge between initial negotiations and the final definitive agreement, typically used when parties have reached broad commercial understanding but require further due diligence and detailed negotiation. The document outlines key transaction terms, timelines, and conditions while clearly distinguishing between binding and non-binding provisions. It must comply with Hong Kong corporate laws, securities regulations, and stamp duty requirements. This agreement is particularly important in the Hong Kong market where preliminary agreements are commonly used to demonstrate transaction commitment while maintaining flexibility for detailed terms. It provides a structured framework for the due diligence process and subsequent negotiations, while protecting both parties' interests through confidentiality and exclusivity provisions.
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1. Parties: Identification of buyer, seller, and target company with full legal names and registration details
2. Background: Context of the transaction, brief description of the target company and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement, including Share Capital, Completion, Due Diligence, etc.
4. Sale and Purchase: Basic agreement to sell and purchase shares, subject to conditions
5. Purchase Price: Proposed consideration and payment structure (subject to adjustment)
6. Due Diligence: Framework for conducting due diligence, including scope and timeline
7. Conditions Precedent: Key conditions that must be satisfied before proceeding to definitive agreements
8. Exclusivity: Agreement not to negotiate with other parties during the specified period
9. Confidentiality: Obligations regarding confidential information exchange
10. Costs: Each party's responsibility for costs and expenses
11. Binding Effect: Clear statement of which provisions are legally binding
12. Governing Law and Jurisdiction: Hong Kong law and jurisdiction clause
1. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations
2. Management and Operations: Include when there's need to govern target company operations during negotiation period
3. Employee Matters: Include when employment arrangements are critical to the transaction
4. Regulatory Approvals: Include when transaction requires specific regulatory clearances
5. Warranties: Include when basic warranties are needed at preliminary stage
6. Non-Competition: Include when preliminary commitment to non-compete terms is important
7. Deposit: Include when an initial deposit is required
1. Schedule 1 - Target Company Information: Key details about the target company including corporate information and share capital structure
2. Schedule 2 - Initial Purchase Price Calculation: Preliminary valuation methodology and assumptions
3. Schedule 3 - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule 4 - Timetable: Key dates and milestones for the transaction
5. Schedule 5 - Form of Confidentiality Agreement: Detailed confidentiality terms if not included in main agreement
6. Schedule 6 - Permitted Disclosures: List of parties to whom disclosure of transaction is permitted
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