¶¶Òõ¶ÌÊÓƵ

The Token Sale Agreement is a critical legal document used when a company or project intends to issue and sell digital tokens in Hong Kong. It serves as the primary contract governing the relationship between token issuers and purchasers, outlining the terms of the token sale, rights and obligations of both parties, and compliance with Hong Kong's regulatory framework. The agreement must address specific Hong Kong regulatory requirements, including SFC regulations for security tokens, HKMA guidelines for payment-related tokens, and the Virtual Asset Service Providers regime. It typically includes detailed sections on token mechanics, purchase procedures, KYC/AML requirements, risk factors, and use of proceeds. This document is particularly important given Hong Kong's position as a major financial hub and its developing regulatory landscape for digital assets.

1. Parties: Identification of the Token Issuer and the Purchaser, including registration details and addresses

2. Background: Recitals explaining the purpose of the token, the project context, and the intention to conduct the token sale

3. Definitions: Comprehensive definitions of technical terms, token-specific terminology, and key concepts used in the agreement

4. Token Sale Terms: Details of the token sale including price, payment methods, minimum/maximum purchase amounts, and sale periods

5. Token Allocation and Distribution: Specifics of token distribution, vesting schedules, and lock-up periods if applicable

6. Purchase Process: Step-by-step process for token purchase, including KYC/AML requirements and wallet requirements

7. Use of Proceeds: Explanation of how the funds raised will be used and any escrow arrangements

8. Purchaser Representations and Warranties: Confirmations from purchaser regarding eligibility, compliance with laws, and understanding of risks

9. Issuer Representations and Warranties: Issuer's confirmations regarding authority, token characteristics, and project commitments

10. Risk Factors: Detailed disclosure of all potential risks associated with the token purchase

11. Restrictions and Compliance: Transfer restrictions, resale limitations, and regulatory compliance requirements

12. Termination: Circumstances under which the agreement can be terminated and the consequences

13. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices