The Restricted Share Purchase Agreement is a crucial document used in Hong Kong when companies wish to issue shares while maintaining control over their ownership and transfer. This agreement is commonly implemented in situations involving employee share ownership plans, startup equity distributions, or strategic investor arrangements. It must comply with Hong Kong's corporate and securities laws, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). The document details the purchase terms, transfer restrictions, vesting conditions, and procedures for restricted shares, while incorporating necessary safeguards for both the issuing company and share purchasers. It's particularly relevant for companies seeking to align stakeholder interests, retain key personnel, or maintain control over their shareholder base.
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1. Parties: Identification of the company issuing shares and the purchaser(s)
2. Background: Context of the share issuance, including company information and purpose of the restricted share arrangement
3. Definitions: Key terms used throughout the agreement, including 'Restricted Shares', 'Vesting Period', 'Transfer Restrictions', etc.
4. Share Purchase: Details of shares being purchased, including number, class, and purchase price
5. Payment Terms: Terms and method of payment for the shares
6. Transfer Restrictions: Limitations on transfer of shares during restricted period, including right of first refusal and company repurchase rights
7. Vesting Schedule: Timeline and conditions for lifting of transfer restrictions
8. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance
9. Share Certificates: Requirements for legend on share certificates indicating restrictions
10. Termination: Circumstances under which the agreement can be terminated and consequences
11. Governing Law and Jurisdiction: Specification of Hong Kong law and courts' jurisdiction
12. General Provisions: Standard clauses including notices, amendments, entire agreement, etc.
1. Employment Relationship: Required when shares are issued as part of employment compensation, defining relationship between employment and share restrictions
2. Tax Matters: Include when specific tax treatment needs to be addressed or tax obligations need to be allocated
3. Drag-Along Rights: Optional provision forcing minority shareholders to join in sale of company
4. Tag-Along Rights: Optional provision allowing minority shareholders to join in sale of majority shares
5. Voting Rights: Include when specific voting restrictions or arrangements apply during the restricted period
6. Dividends: Include when special dividend rights or restrictions apply to the restricted shares
7. Death/Disability Provisions: Special provisions for handling shares in event of death or disability
8. Dispute Resolution: Alternative dispute resolution procedures if preferred over standard court proceedings
1. Schedule 1 - Share Details: Detailed description of shares including class, number, par value, and purchase price
2. Schedule 2 - Vesting Schedule: Detailed timeline and conditions for vesting of shares
3. Schedule 3 - Form of Share Certificate: Template of share certificate including restrictive legends
4. Schedule 4 - Shareholders' Information: Details of existing shareholders and their shareholdings
5. Schedule 5 - Company Information: Key company details including registration number, registered office, directors
6. Appendix A - Notice of Exercise: Template for exercising any rights under the agreement
7. Appendix B - Deed of Adherence: Form for new shareholders to agree to company's articles and shareholders' agreement
8. Appendix C - Transfer Notice: Template for share transfer notifications
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