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The Stock Purchase Agreement is a fundamental transaction document used in Hong Kong for share acquisitions and corporate control transfers. It is essential when acquiring shares in private companies or substantial stakes in listed entities, structured according to Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). The agreement comprehensively documents the transaction terms, from purchase price and payment mechanisms to warranties and indemnities, while incorporating Hong Kong-specific requirements such as stamp duty considerations and regulatory approvals. It serves as the primary contract protecting both buyers' and sellers' interests through detailed representations, warranties, and covenants, with specific attention to local corporate governance requirements and market practices.

1. Parties: Identifies and provides full details of the seller(s) and purchaser(s), including registration numbers for companies

2. Background: Describes the company whose shares are being sold, the context of the transaction, and the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core provision detailing the shares being sold and basic terms of the transaction

5. Purchase Price: Specifies the consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Seller's obligations regarding company operation between signing and completion

8. Completion: Details of when, where, and how completion will take place, including completion deliverables

9. Warranties and Representations: Seller's warranties about the company, shares, and business

10. Limitations on Liability: Limits on warranty claims and general liability of the parties

11. Confidentiality: Obligations regarding transaction and business confidentiality

12. Announcements: Requirements for public statements about the transaction

13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.