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Promissory Note Conversion Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Promissory Note Conversion Agreement

"I need a Promissory Note Conversion Agreement for my Hong Kong tech startup, where a $500,000 promissory note held by Angel Ventures Limited will convert to Series A preferred shares at a 20% discount to the Series A price, with the conversion to occur automatically upon the Series A closing in March 2025."

Document background
A Promissory Note Conversion Agreement is typically used when a company and its creditor (note holder) agree to convert an existing debt obligation into equity shares. This document is essential in scenarios such as startup funding rounds, debt restructuring, or strategic investment arrangements. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance. It details crucial elements including the original promissory note terms, conversion price calculation methods, timing of conversion, and resulting shareholding structure. This type of agreement is particularly relevant in Hong Kong's dynamic business environment, where companies frequently seek to optimize their capital structure or provide investors with equity participation rights. The document serves as a crucial bridge between debt and equity financing, requiring careful consideration of both corporate law and financial regulations.
Suggested Sections

1. Parties: Identification of the Note Holder and the Issuing Company

2. Background: Details of the original promissory note, including its date, amount, and current status

3. Definitions: Key terms including Conversion Price, Conversion Date, Conversion Shares, Original Note, etc.

4. Conversion Rights: Core terms establishing the right to convert the promissory note into shares

5. Conversion Mechanism: Detailed process for executing the conversion, including notice requirements and timing

6. Conversion Price and Calculations: Specification of how the number of shares will be calculated upon conversion

7. Representations and Warranties: Standard declarations by both parties regarding authority, capacity, and share issuance

8. Completion Obligations: Actions required by each party upon conversion, including share certificate issuance

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

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

Optional Sections

1. Anti-dilution Provisions: Include when protection against share dilution is required for the note holder

2. Partial Conversion Rights: Include when the note holder can convert the note in multiple tranches

3. Security Provisions: Include when the converted shares are subject to any security arrangements

4. Tag-Along Rights: Include when the note holder should have rights to participate in future share sales

5. Registration Rights: Include for listed companies where converted shares may need to be registered

6. Tax Provisions: Include when specific tax implications need to be addressed

7. Multiple Holder Provisions: Include when there are multiple note holders with conversion rights

Suggested Schedules

1. Original Promissory Note: Copy or key terms of the original promissory note being converted

2. Conversion Notice Form: Template form for the note holder to exercise conversion rights

3. Conversion Calculations: Detailed methodology and examples of conversion calculations

4. Share Rights and Restrictions: Details of the rights attached to the shares post-conversion

5. Corporate Authorizations: Relevant board and shareholder resolutions authorizing the conversion

6. Completion Checklist: List of actions and documents required to complete the conversion

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






































Clauses

























Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Technology Startups

Real Estate

Manufacturing

Professional Services

Healthcare

Retail

Relevant Teams

Legal

Finance

Corporate Secretarial

Treasury

Compliance

Corporate Development

Investment

Board of Directors

Corporate Finance

Risk Management

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Lawyer

Investment Manager

Company Secretary

Chief Executive Officer

Legal Counsel

Financial Controller

Investment Banker

Corporate Finance Manager

Compliance Officer

Board Director

Treasury Manager

Private Equity Manager

Venture Capital 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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