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Convertible Loan Agreement for Hong Kong

Convertible Loan Agreement Template for Hong Kong

A Convertible Loan Agreement governed by Hong Kong law is a sophisticated financing instrument that combines elements of debt and equity financing. It establishes the terms under which a lender provides funding to a company, with the distinctive feature that the loan amount can be converted into equity shares under specified conditions. The agreement is structured to comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and related regulations, while providing flexibility for both parties in terms of valuation timing and investment structure. It includes detailed provisions for conversion mechanics, interest calculations, events triggering conversion, and necessary shareholder protections.

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Convertible Loan Agreement

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What is a Convertible Loan Agreement?

A Convertible Loan Agreement is commonly used in Hong Kong's startup and growth company ecosystem as a bridge financing tool. This type of agreement is particularly valuable when companies need immediate funding but determining an accurate company valuation is challenging or premature. The document structures a loan that can convert into equity shares upon specified trigger events (such as a qualified financing round, IPO, or maturity), offering investors potential upside through equity participation while providing initial downside protection through debt characteristics. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance, and typically includes provisions for interest rates, conversion discounts, valuation caps, and investor protections. It's especially popular among startups and growth-stage companies seeking to raise capital while deferring valuation discussions.

What sections should be included in a Convertible Loan Agreement?

1. Parties: Identification of the Lender and Borrower (and any guarantors if applicable)

2. Background: Context of the agreement, including the purpose of the loan and intention for potential conversion

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Loan Amount and Drawdown: Specification of the loan amount, drawdown conditions and mechanics

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment: Terms and conditions for repayment of the loan

7. Conversion Rights: Conditions and mechanism for converting the loan into shares

8. Conversion Price and Adjustments: Specification of conversion price and circumstances requiring adjustments

9. Representations and Warranties: Standard representations and warranties from the borrower

10. Borrower Covenants: Positive and negative covenants binding the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Circumstances and process for terminating the agreement

13. Notices: Process and requirements for giving notices under the agreement

14. Assignment and Transfer: Rights and restrictions regarding transfer of the agreement or rights under it

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.

What sections are optional to include in a Convertible Loan Agreement?

1. Security: Terms of any security or guarantees provided - include when loan is secured

2. Multiple Lenders: Additional provisions for managing multiple lenders - include when there is more than one lender

3. Information Rights: Rights of lender to receive financial and other information - include for sophisticated investors

4. Board Representation: Rights of lender to appoint board observer/director - include when negotiated

5. Pre-emptive Rights: Rights of lender to participate in future fundraising - include for strategic investors

6. Tag-Along Rights: Rights of lender to participate in sale of shares - include for significant investments

7. Anti-dilution Protection: Protection against dilution through future share issues - include when specifically required

8. Subordination: Terms of subordination to other debt - include when there are multiple creditors

What schedules should be included in a Convertible Loan Agreement?

1. Commercial Terms: Key commercial terms including loan amount, interest rate, maturity date

2. Form of Drawdown Notice: Template for borrower to request drawdown of the loan

3. Form of Conversion Notice: Template for lender to exercise conversion rights

4. Conversion Mechanics: Detailed procedures for implementing the conversion

5. Warranties: Detailed list of warranties given by the borrower

6. Relevant Corporate Documents: Copies of relevant corporate approvals and documents

7. Security Documents: Forms of any security documents (if applicable)

8. Calculation of Conversion Price: Detailed methodology for calculating and adjusting conversion price

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions





















































Clauses






























Relevant Industries

Technology

Fintech

Biotechnology

E-commerce

Software Development

Healthcare

Clean Energy

Digital Media

Manufacturing

Professional Services

Consumer Products

Real Estate Technology

Education Technology

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Management

Company Secretarial

Compliance

Risk Management

Investment

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Company Secretary

Finance Director

Venture Capital Partner

Private Equity Manager

Startup Founder

Managing Director

Corporate Development Manager

Treasury Manager

General Counsel

Legal Counsel

Investment Banker

Financial Controller

Industries








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