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Loan Conversion Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Loan Conversion Agreement

"I need a Hong Kong law Loan Conversion Agreement for my tech startup, where a venture debt of HKD 5 million from ABC Ventures will convert to Series A preferred shares at a pre-agreed valuation by March 2025, with standard anti-dilution provisions."

Document background
The Loan Conversion Agreement is a crucial document used when parties wish to transform debt obligations into equity ownership, commonly utilized in corporate restructuring, startup funding, or financial distress scenarios. This agreement type is particularly relevant in Hong Kong's dynamic business environment, where debt-to-equity conversions are frequently used as part of investment strategies or corporate reorganizations. The document must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance, particularly regarding share issuance and securities regulations. It typically includes detailed provisions on conversion triggers, price calculation mechanisms, resulting shareholding structures, and necessary corporate and regulatory approvals. The agreement serves as a bridge between the original loan documentation and the new equity arrangement, ensuring a clear legal framework for the transformation of the creditor-debtor relationship into a shareholder relationship.
Suggested Sections

1. Parties: Identification of the Lender, Borrower, and any guarantors or other relevant parties

2. Background: Recitals describing the existing loan arrangement, purpose of conversion agreement, and any relevant corporate approvals

3. Definitions: Defined terms including Loan Amount, Conversion Price, Conversion Shares, Conversion Date, etc

4. Acknowledgment of Existing Loan: Confirmation of outstanding loan amount and terms of original loan agreement

5. Conversion Rights: Details of when and how the loan may be converted, including conversion price and mechanism

6. Conversion Procedure: Step-by-step process for exercising conversion rights and completing the conversion

7. Resulting Share Rights: Description of the rights attached to shares issued upon conversion

8. Representations and Warranties: Standard and specific representations regarding authority, share issuance, and corporate status

9. Covenants: Ongoing obligations of parties before and after conversion

10. Completion Requirements: Actions required to complete the conversion including regulatory filings

11. Termination: Circumstances under which the agreement can be terminated

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc

Optional Sections

1. Security Arrangements: Include if the loan is secured and how security will be treated upon conversion

2. Interest Treatment: Include if there are specific provisions for handling accrued interest upon conversion

3. Anti-dilution Provisions: Include if protection against share dilution is required

4. Tag-Along Rights: Include if minority shareholder protection is needed post-conversion

5. Board Appointment Rights: Include if the lender will get board representation rights post-conversion

6. Pre-emptive Rights: Include if the converted shareholder will have rights in future share issues

7. Regulatory Compliance: Include if specific regulatory requirements apply to the conversion

Suggested Schedules

1. Schedule 1 - Loan Details: Details of the existing loan including amount, interest rate, and maturity

2. Schedule 2 - Conversion Formula: Detailed calculation method for conversion price and number of shares

3. Schedule 3 - Form of Conversion Notice: Template notice for exercising conversion rights

4. Schedule 4 - Completion Documents: List of documents required to effect the conversion

5. Schedule 5 - Share Rights: Detailed terms of the shares to be issued upon conversion

6. Appendix A - Copy of Board Resolutions: Corporate approvals authorizing the conversion arrangement

7. Appendix B - Shareholders' Agreement Terms: Key terms to apply to the converted shareholder if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Relevant Industries

Financial Services

Technology Startups

Real Estate

Manufacturing

Private Equity

Venture Capital

Infrastructure

Healthcare

Telecommunications

Mining and Resources

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Treasury

Compliance

Risk Management

Corporate Development

Investment

Board Secretariat

Corporate Finance

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Financial Controller

Treasury Manager

Board Director

Chief Executive Officer

Investment Banker

Restructuring Officer

Company Secretary

Risk Manager

Corporate Finance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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