Fiscal Agent Agreement Template for Hong Kong

A comprehensive agreement governed by Hong Kong law that establishes the relationship between an issuer of securities and a fiscal agent, who acts as the primary intermediary for the securities issuance. The document outlines the fiscal agent's responsibilities including handling payments, maintaining records, processing transfers, and managing communications with security holders. It incorporates specific requirements under Hong Kong's regulatory framework, particularly the Securities and Futures Ordinance and Banking Ordinance, ensuring compliance with local financial services regulations and market practices.

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What is a Fiscal Agent Agreement?

The Fiscal Agent Agreement is a crucial document used in securities issuances where an issuer requires a professional financial institution to manage the administrative aspects of their securities program. This agreement, governed by Hong Kong law, establishes the framework for services including payment processing, security holder communications, and maintaining records. It is particularly relevant for debt securities issuances, including bonds and notes, where the issuer needs a trusted intermediary to handle day-to-day administration. The document typically includes detailed provisions on payment mechanics, security holder rights, replacement of securities, and the fiscal agent's duties and liabilities, all aligned with Hong Kong regulatory requirements and market standards.

What sections should be included in a Fiscal Agent Agreement?

1. Parties: Identifies the issuer and the fiscal agent

2. Background: Describes the context of the agreement, including details of the securities program or issuance

3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement

4. Appointment of Fiscal Agent: Sets out the formal appointment and acceptance of the role

5. Duties of the Fiscal Agent: Details the core responsibilities and obligations of the fiscal agent

6. Payment Provisions: Describes the mechanism for handling payments to securities holders

7. Issue of Securities: Procedures for issuance, authentication, and delivery of securities

8. Replacement Securities: Procedures for handling lost, stolen, mutilated, or destroyed securities

9. Fees and Expenses: Details of compensation and expense reimbursement for the fiscal agent

10. Liability and Indemnity: Scope of fiscal agent's liability and issuer's indemnification obligations

11. Termination and Resignation: Conditions and procedures for ending the agreement or agent's resignation

12. Notices: Requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including amendments, counterparts, etc.

What sections are optional to include in a Fiscal Agent Agreement?

1. Additional Agents: Required when appointing additional agents like calculation agents or paying agents

2. Tax Provisions: Needed for international issuances or when specific tax handling is required

3. Electronic Securities: Required when securities may be issued in electronic form

4. Force Majeure: Detailed force majeure provisions for certain markets or client requirements

5. Sanctions Compliance: Required for international transactions or when dealing with sensitive jurisdictions

6. Data Protection: Required when personal data processing is involved

7. ESG Reporting: Required for green bonds or ESG-linked securities

What schedules should be included in a Fiscal Agent Agreement?

1. Form of Global Security: Template for the global security certificate

2. Form of Definitive Security: Template for individual security certificates

3. Operating Procedures: Detailed procedures for day-to-day operations and responsibilities

4. Fee Schedule: Detailed breakdown of fees and charges

5. Form of Transfer Certificate: Template for transferring securities

6. Authorized Signatories: List of authorized signatories and specimen signatures

7. Terms and Conditions of the Securities: Detailed terms governing the securities themselves

8. Form of Put/Call Notices: Templates for exercise of put or call options if applicable

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Liability Waiver

Cost

Free to use

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