A Board Resolution For Issue Of Convertible Notes is a critical corporate document used when a company decides to raise funds through convertible debt instruments. Under Hong Kong law, this document serves as the formal record of the board's approval and authorization for issuing convertible notes, which are debt instruments that can be converted into equity shares. The resolution is required to comply with the Hong Kong Companies Ordinance and, for listed companies, the HKEX Listing Rules. It typically includes details about the financing arrangement, terms of the convertible notes, conversion mechanics, and delegates authority to specific officers to execute the transaction. This document is particularly important as it demonstrates proper corporate governance and provides protection for directors in showing they have properly exercised their duties in approving the financing.
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1. Date and Meeting Details: Details of the board meeting including date, time, location, and attendance
2. Chairperson and Quorum: Confirmation of the meeting chairperson and that a valid quorum is present
3. Background: Context for the proposed convertible note issuance, including business rationale and funding requirements
4. Documents Tabled: List of documents presented to the board for consideration, including draft convertible note agreements
5. Key Terms of Convertible Notes: Summary of principal terms including amount, interest rate, maturity, conversion price and ratio
6. Board Considerations: Record of the board's discussion and consideration of the proposal
7. Declarations of Interest: Directors' declarations of any interests in the proposed transaction
8. Resolutions: Formal resolutions approving the issuance and related matters
9. Authorization: Authority given to specific officers to execute documents and take necessary actions
1. Regulatory Compliance: For listed companies or when specific regulatory requirements apply, confirmation of compliance with relevant rules
2. Security Arrangements: If the notes are secured, details of the security package and related approvals
3. Use of Proceeds: Detailed breakdown of how the funds will be used, particularly important for listed companies
4. Independent Advice: Where external valuations or opinions have been obtained, summary of such advice
5. Related Party Provisions: Required when the note holders include related parties, addressing conflict of interest considerations
1. Schedule 1 - Terms of Convertible Notes: Detailed terms and conditions of the convertible notes
2. Schedule 2 - Form of Convertible Note Certificate: Template of the physical certificate to be issued
3. Schedule 3 - List of Note Holders: If multiple investors, details of all subscribers and their respective amounts
4. Schedule 4 - Conversion Mechanics: Detailed procedures for conversion, including relevant formulae and adjustments
5. Appendix A - Board Pack: Copy of all materials presented to the board
6. Appendix B - Legal Opinion: If obtained, copy of legal opinion on the issuance
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