An assignment of security (agreements / contracts) as security to a Security Trustee for facilities loan given by a Lender/ Bank. Forms of notices to and acknowledgements by lenders / counterparties are also attached.

The Assignor, the Lenders and the Security Trustee has entered into the Facility Agreement.

As security for the facility under the Facility Agreement, the Assignor has agreed to assign the Assigned Property to the Security Trustee for the consideration and upon the terms set out below.

The Assignor covenants with the Security Trustee that it will on demand pay or discharge to or for the benefit of the Security Trustee without deduction, set-off or counterclaim all moneys and liabilities whatsoever which now are or at any time hereafter may (whether on or after any such demand) become due, owing or payable, in any currency, to the Secured Parties and any of them by the Assignor, actually or contingently, solely or jointly and/or severally with another or others, as principal or surety, pursuant to or in connection with the Facility Agreement, this Deed and the other Transaction Documents and also all that may be sustained, suffered or incurred by the Security Trustee or the Receiver arising out of or in connection with any act, matter or thing done or omitted to be done by the Assignor under this Deed or any other Transaction Document and also interest on the foregoing to the date of payment.

Interest shall be payable at such rate or rates and upon such terms as may from time to time be agreed or, failing agreement, at such rate or rates as may be notified by the Security Trustee to the Assignor and interest shall be computed and compounded according to the usual practice for the time being of the Security Trustee and shall be payable as well after as before any demand made, judgment obtained or liquidation or administration of the Assignor.

The Assignor, with full title guarantee, hereby assigns and agrees to assign the Assigned Property, absolutely, unconditionally and by way of first ranking fixed security interest, to and in favour of the Security Trustee as security trustee for the Secured Parties, as continuing security for the payment and discharge of the Secured Obligations.

The Assignor, with full title guarantee, hereby charges and agrees to charge the Account and all moneys (including interest) from time to time standing to the credit of the Account, by way of first ranking fixed charge, in favour of the Security Trustee as security trustee for the Securities Parties, as continuing security for the payment and discharge of the Secured Obligations.

How to use this Document?

This document should be carefully read by the Seller and the Buyer.

This Company Acquisition Agreement may be used upon an intra-group restructure/transfer.

Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.  

Relevant Hong Kong Laws

In general, there are no legal restrictions on the transfer of shares of an incorporated private company in Hong Kong unless it is an incorporated company that falls within one of the regulated industries with restrictions:

a) Banking - Banking Ordinance (Cap 155)

b) Broadcasting - Broadcasting Ordinance (Cap 562)

c) Insurance - Insurance Ordinance (Cap 41)

d) Provident Fund - Mandatory Provident Fund Schemes (General) Regulation) (Cap 485A)

e) Securities and Futures - Securities and Futures Ordinance (Cap 571)

f) Telecommunications - Telecommunications Ordinance (Cap 106), Competition Ordinance (Cap 619)

Frequently Asked Questions

Do I need to conduct due diligence before signing an Acquisition Agreement?

Yes. Most companies will conduct due diligence before finalising an Acquisition Agreement. Usually, due diligence will be conducted in the following areas for an acquisition deal: (1) Corporate Law (2) Employment (3) Intellectual Property (4) Commercial agreements. Usually, the legal representatives of a company will conduct due diligence as part of their involvement in executing the Acquisition deal.

Do I need more documents other than this Acquisition Agreement?

The documents needed for acquisition should be assessed individually. There may be other ancillary documents to complete the deal. For example, documents for shareholder's loans refinancing, addendums on new terms of employment for key managers, shareholder's agreement.

What is the pricing for employing lawyers in an Acquisition deal?

Each law firm differs from one another, and each deal is also different. Generally speaking, lawyers will charge an hourly rate on the time that they have worked on the deal. This is due to the complexity of the subject matter. This will cover most of the negotiations work. For other matters like due diligence, documentation, drafting, some law firms will provide these services at a fixed rate.

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