A Share Security Agreement is commonly used in Hong Kong financing transactions where shares are provided as collateral for loans or other financial obligations. This document is essential in both bilateral and syndicated lending arrangements, creating a security interest over shares that can be enforced if the underlying secured obligations are not met. The agreement must comply with Hong Kong legal requirements, including registration under the Companies Ordinance and satisfaction of perfection requirements. It typically includes detailed provisions regarding the maintenance of the security, voting rights, dividends, and enforcement mechanisms. The document is particularly important in acquisition financing, corporate restructuring, and general secured lending transactions where share security is a key component of the collateral package.
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1. Parties: Identifies the security provider (chargor), the security holder (chargee), and the company whose shares are being charged
2. Background: Sets out the context of the security arrangement, including reference to any underlying facility or loan agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Creation of Security: Establishes the fixed charge over the shares and any related rights
5. Representations and Warranties: Security provider's confirmations regarding ownership, authority, and capacity
6. Covenants: Ongoing obligations of the security provider regarding the charged shares
7. Further Assurance: Obligation to execute additional documents and take necessary steps to perfect security
8. Powers and Rights of the Security Holder: Details the rights of the security holder in relation to the charged shares
9. Enforcement: Circumstances and methods of enforcing the security interest
10. Application of Proceeds: Order of distribution of any proceeds from enforcement
11. Release of Security: Conditions and process for releasing the security
12. Notices: Communication requirements and contact details
13. Assignment and Transfer: Rights and restrictions regarding transfer of rights under the agreement
14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Security Agent Provisions: Required when there are multiple security holders and a security agent is appointed
2. Share Certificate Delivery: Required when dealing with certificated shares, detailing delivery and custody arrangements
3. Voting Rights: Detailed provisions regarding exercise of voting rights, if these differ from standard arrangements
4. Dividend Rights: Specific arrangements for handling dividends if these differ from standard terms
5. Power of Attorney: Optional appointment of the security holder as attorney for specific purposes
6. Currency Provisions: Required when secured obligations are in a different currency from the shares
7. Stock Exchange Requirements: Required when shares are listed on a stock exchange
1. Share Details: Details of the charged shares including number, class, and percentage of issued share capital
2. Form of Transfer: Blank share transfer form to be executed and held in escrow
3. Form of Resignation Letter: Pro forma resignation letters for directors to be held in escrow
4. Notice and Acknowledgment: Forms of notice to the company and acknowledgment of the security interest
5. Powers of Attorney: Form of power of attorney if required
6. Shareholders' Resolutions: Pro forma shareholders' resolutions for enforcement scenarios
7. Company Documents: List of company documents delivered to the security holder
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