A Share Charge Agreement is a critical security document used in Hong Kong financial and corporate transactions where shares are provided as collateral for financial obligations. It is commonly utilized in loan facilities, acquisition financing, corporate restructuring, and other financing arrangements where lenders require security over shares. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and other relevant legislation, particularly regarding creation, perfection, and registration of security interests. The agreement details the specific shares being charged, the secured obligations, voting rights, dividend arrangements, and enforcement mechanisms. It is essential for protecting the lender's interests while ensuring compliance with Hong Kong's regulatory requirements for share charges, including proper registration with the Companies Registry within specified timeframes.
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1. Parties: Identification of the Chargor (share owner), Chargee (security taker), and the Company whose shares are being charged
2. Background: Recitals explaining the context of the share charge, typically referencing any underlying facility or loan agreement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and interpretation rules
4. Creation of Security: Core provision creating the security interest over the shares, including the charging clause
5. Secured Obligations: Definition and scope of the obligations being secured by the share charge
6. Representations and Warranties: Chargor's representations regarding ownership, authority, and status of the charged shares
7. Covenants: Positive and negative undertakings by the Chargor regarding the charged shares
8. Voting Rights and Dividends: Provisions regarding exercise of voting rights and receipt of dividends before and after enforcement
9. Further Assurance: Obligation to execute further documents and take additional steps to perfect the security
10. Enforcement: Rights and powers of the Chargee upon occurrence of an enforcement event
11. Power of Attorney: Appointment of Chargee as Chargor's attorney to perfect or enforce the security
12. Notices: Provisions for giving notices under the agreement
13. Assignment and Transfer: Provisions regarding ability to assign or transfer rights under the agreement
14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction of Hong Kong courts
1. Security Agent Provisions: Required when the security is held by a security agent on behalf of multiple beneficiaries
2. Company's Obligations: Include when the Company whose shares are charged is also a party to the agreement
3. Currency Provisions: Required when dealing with shares denominated in multiple currencies or cross-border elements
4. Tax Gross-up: Include when tax deductions may be required on payments under the share charge
5. Stock Exchange Compliance: Required when charged shares are listed on a stock exchange
6. Digital Execution: Include provisions for electronic execution if parties agree to execute digitally
1. Share Details: Schedule containing 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 by the Chargor
3. Form of Resignation Letter: Pro forma resignation letters for directors to be held in escrow
4. Form of Shareholder Resolution: Pro forma shareholder resolutions for use upon enforcement
5. Notice and Acknowledgment: Form of notice to the Company and acknowledgment regarding the share charge
6. Powers of Attorney: Specific forms of power of attorney required under Hong Kong law
7. Disclosure Requirements: Details of regulatory filings required under Hong Kong law
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