Linklaters/Model Answer

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Model Answer

Dear Kwun,

Congratulations on signing Project Pearl!

As requested, we have set out a high-level summary of the share transfer process below.

On completion, the Seller will have to provide FinOne with:

(i) the completed instrument of transfer;

(ii) the completed sold contract note; and
(iii) all of the existing share certificates of the Target.

Then we will assist you to have both the instrument of transfer and the contract notes (both the
sold note from the Seller and the bought note completed by FinOne) stamped by the Stamp Office
of the Inland Revenue Department within two days of their execution. The stamp duty payable will
be 0.2% of the consideration + HK$5, and you’ll recall that, as is customary in transactions such as
this, FinOne agreed under the SPA to pay this amount.

Subsequently, the stamped instrument of transfer, the contract notes (although it is not strictly
legally necessary to produce the contract notes) and the existing share certificates should be
produced to the board of the Target, which would have already approved the share transfer,
subject to stamping, on completion. The board of the Target will then have to instruct its company
secretary to:

(i) update the register of members;

(ii) update the register of significant controllers;
(iii) execute and issue new share certificates to FinOne; and
(iv) cancel the existing share certificates.

Although there is no corporate filing requirement for the transfer of shares, the Target must update
the details of its shareholders in its next annual return.

Please do let me know if you would like to discuss in more detail.

Kind regards,

Trainee