The Restricted Stock Purchase Agreement is a crucial document used in Hong Kong when companies wish to sell shares subject to certain restrictions and vesting conditions. It is commonly used as part of employee compensation packages, founder equity arrangements, or investment structures. The agreement must comply with Hong Kong's Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571), particularly regarding share transfer restrictions and disclosure requirements. This document typically includes detailed provisions about purchase price, vesting schedules, transfer limitations, and company repurchase rights. It's essential for companies looking to retain key personnel, align shareholder interests, or structure equity-based compensation while maintaining control over share ownership and transfer.
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1. Parties: Identification of the company issuing shares and the purchaser
2. Background: Context of the agreement and relationship between parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Purchase and Sale of Shares: Details of shares being purchased, purchase price, and payment terms
5. Restrictions on Transfer: Limitations on ability to sell, transfer or encumber shares
6. Vesting Schedule: Timeline and conditions for share vesting
7. Company's Right of First Refusal: Company's rights to repurchase shares before transfer to third parties
8. Representations and Warranties: Statements of fact by both parties regarding capacity, authority, and compliance
9. Tax Matters: Treatment of tax obligations and responsibilities
10. Termination: Circumstances under which agreement can be terminated and consequences
11. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Employment Relationship: Required if shares are issued as part of employment compensation
2. Drag-Along Rights: Optional provision forcing minority shareholders to join in sale of company
3. Tag-Along Rights: Optional provision allowing minority shareholders to join in sale on same terms
4. Share Forfeiture: Include if shares can be forfeited under certain conditions
5. Special Tax Elections: Include for specific tax treatment elections if applicable
6. Shareholders' Agreement Compliance: Required if company has existing shareholders' agreement
7. Stock Option Plan Reference: Include if part of broader stock option or equity incentive plan
1. Schedule 1 - Share Details: Detailed description of shares including class, number, and price
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
3. Schedule 3 - Deed of Adherence: Form of deed to be signed by transferee of shares
4. Schedule 4 - Company Constitution Excerpts: Relevant sections of company's constitution regarding share transfers
5. Schedule 5 - Tax Forms: Required tax forms and elections
6. Appendix A - Notice Forms: Template forms for various required notices
7. Appendix B - Share Certificate Form: Form of share certificate to be issued
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