The Note Subscription Agreement is a critical document used in debt financing transactions in Hong Kong, typically employed when a company wishes to raise capital by issuing debt securities. This agreement is essential for both private placements and public offerings of notes, establishing the legal framework for the subscription, issuance, and ongoing administration of the notes. The document must comply with Hong Kong's regulatory regime, particularly the Securities and Futures Ordinance (Cap. 571) and Companies Ordinance (Cap. 622). It is commonly used by both Hong Kong companies and offshore entities issuing notes to Hong Kong-based investors or under Hong Kong law. The agreement includes comprehensive provisions covering subscription mechanics, note terms, representations and warranties, and various regulatory compliance requirements specific to the Hong Kong market.

1. Parties: Identification of the Issuer and the Subscriber(s)

2. Background: Context of the note issuance and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Subscription: Core terms of the subscription, including amount, price, and payment terms

5. Note Terms: Key terms of the notes including interest rate, maturity, and redemption rights

6. Closing: Mechanics and timing of the subscription completion

7. Conditions Precedent: Conditions that must be satisfied before closing

8. Representations and Warranties of the Issuer: Issuer's statements about its status, capacity, and the notes

9. Representations and Warranties of the Subscriber: Subscriber's statements about its status and capacity

10. Covenants: Ongoing obligations of the parties

11. Events of Default: Circumstances constituting default and consequences

12. Transferability: Terms governing transfer of the notes

13. Notices: Communication procedures between parties

14. Confidentiality: Obligations regarding confidential information

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