TENDER DOCUMENT INVITATION FOR PURCHASE OF PROPERTY BY WAY OF PUBLIC TENDER Tenders are invited for the purchase of one or more of the following properties - House A, House B, House C and House D all of Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong Tender commences at 11:00a.m. on 19 th January 2016 and closes at 8:00p.m. on 29 th February 2016 (Unless Previously Withdrawn or Sold) Duly completed and signed tender documents must be submitted between the hours of 11:00a.m. and 8:00p.m. from 19 th January 2016 to 29 th February 2016 into the tender box labelled with Tender for Serenity Peak at 5/F, Tower Two, Nina Tower, No.8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong in a sealed plain envelope and clearly marked Tender for Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong only. Vendor Vendor s Solicitors Vendor s Agent Shun Shing Hing Investment Company Limited 35-38/F, Tower Two, Nina Tower, No.8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong Messrs. Ford, Kwan & Company Suite 3304, 33/F, Tower Two, Nina Tower, No.8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong Chinachem Agencies Limited 35-38/F, Tower Two, Nina Tower, No.8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong Contact Contact Contact Contact person : Mr. S.M.Ng Contact person : Mr. John Chan Contact person : Mr. S.M.Ng Telephone : 2739 8811 Telephone : 2366 0688 Telephone : 2739 8811 Fax : 2311 3080 Fax : 2722 0736 Fax : 2311 3080
DEFINITIONS In this Tender Document, the following words and expressions shall have the meanings ascribed to them except where the context otherwise requires:- In this Tender Document, (if the context so permits or requires) words importing the singular number only shall include the plural number and vice versa, words importing the masculine gender only shall include the feminine or neuter gender and words importing persons shall include corporation. Acceptance Period Agreement Conditions of Sale Form of Tender Identification Documents means the period between the commencing date and the date which is the 7 th day after the closing date of the tender stated in paragraph 4 of the Tender Notice (both dates inclusive) means the formal Agreement for Sale and Purchase in the standard form prepared by the Vendor s Solicitors to be signed between the Vendor and the Purchaser means the Conditions of Sale set out in Part III of this Tender Document means the Form of Tender set out in Part II of this Tender Document (i) For an individual or individuals, the Hong Kong Identity Cards or passports (as the case may be) (ii) For a company, the most recent registers of directors and shareholders, Business Registration Certificate, Certificate of Incorporation and Annual Return (Form NARl) (iii) For a company registered under part 16 of the Companies Ordinance (Cap. 622), the most recent Annual Return of Registered Non-Hong Kong Company (Form NN3) or Application for Registration as Registered Non-Hong Kong Company (Form NN1) Office of the Vendor s Solicitors Property Purchase Price Purchaser Suite 3304, 33/F, Tower Two, Nina Tower, 8 Yeung Uk Road, Tsuen Wan, New Territories means one or more Houses of Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong which the Tenderer offers to purchase as indicated in the Form of Tender submitted by him mean the purchase price specified in Section II of the Schedule to the Form of Tender means the successful Tenderer of the Property whose tender has been accepted by the Vendor 1
Tender Document means this Tender Document comprising:- (1) Definitions; (2) Part I: Tender Notice; (3) Part II: Form of Tender; and (4) Part III: Conditions of Sale Tender Notice Tenderer the Ordinance Vendor Vendor s Agent Vendor s Solicitors Working day means the Tender Notice set out in Part I of this Tender Document means the tenderer, particulars of the person are set out in Section I of the Schedule to the Form of Tender means the Residential Properties (First-hand Sales) Ordinance (Cap. 621) means Shun Shing Hing Investment Company Limited means Chinachem Agencies Limited means Ford, Kwan & Company has the meaning given by Section 2(1) of the Ordinance 2
PART I: TENDER NOTICE 1. The Vendor invites tenders for the purchase of the Property on the terms and conditions stated in the Tender Document. Vendor s Reservation of Rights 2. The Vendor does not bind itself to accept the highest tender or any tender, and reserves its absolute rights:- (i) to accept any submitted tender for any Property before the closing date and time of the tender by amending the Sales Arrangements in relation hereto; (ii) to reject any tender or withdraw the Property from sale; (iii) to sell or dispose of the Property to any person by any method from time to time by amending the Sales Arrangements in relation thereto; (iv) to adjust the closing date and time of the tender from time to time by amending the Sales Arrangements in relation thereto; and (v) to disqualify any Tenderer who submit any non-conforming tenders or who does not submit a valid or properly executed document according to the Tender Document. Tenders submitted which contain alterations, modifications and/or additions of any kind to the documents required to be submitted under the Tender Document shall be treated as non-conforming tenders. Procedure of the Tender 3. A tender must be made in the form of Tender Document with the Form of Tender attached to the Tender Notice and the Conditions of Sale and the Appendices thereto (in duplicate) duly completed and signed together with:- (i) one or more cashier s order(s) in the manner stated in paragraph 5 hereinbelow; (ii) copies of Identification Documents of the Tenderer; and (iii) copies of Identification Documents of the signatory of, and witness to, the Tender Document. 4. The Tender must be enclosed in a sealed plain envelope and marked Tender for Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong only, which must be placed in the tender box labelled with Tender for Serenity Peak between the hours of 11:00a.m. and 8:00p.m. of each day from the commencement date and time of submission of tender and at or before the closing date and time of submission of tender at the address as follows: - Address Commencing date and time of tender Closing date and time of tender Note : 5/F, Tower Two, Nina Tower, No.8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong : 11:00a.m. on 19 th January 2016 : 8:00p.m. on 29 th February 2016 : If Typhoon Signal No.8 or above is hoisted or Black Rainstorm Warning Signal is issued at any time 3
between 9:00a.m. and 3:00p.m. on the abovementioned closing date, the closing date and time will be extended to 5:00p.m. on the immediately following day on which no Typhoon Signal No.8 or above is hoisted or Black Rainstorm Warning Signal is issued at any time between 9:00a.m. and 5:00pm. Cashier s order(s) 5. Cashier s order(s) in the aggregate amount equivalent to 5 % of the Purchase Price made payable to Ford, Kwan & Company and issued by a bank duly licensed under Section 16 of the Banking Ordinance shall be attached to the Tender Document. 6. The cashier s order(s) submitted by the Tenderer to the Vendor will not be presented for payment until the Vendor has accepted the relevant tender. If a tender is accepted, the relevant cashier s order(s) shall be treated as the preliminary deposit towards and applied in part payment of the Purchase Price. 7. If a tender is not accepted, the relevant cashier s order(s) will be returned by personal delivery or by post within a period of 14 days from the last date of the Acceptance Period to the unsuccessful tenderers at the Hong Kong Correspondence Address stated in Section I of the Schedule to the Form of Tender submitted by him. Offer by the Tenderer and Acceptance by the Vendor 8. In consideration of the invitation by tender by the Vendor and the Vendor s undertaking to pay each Tenderer HK$1.00 upon receipt of a written demand prior to the submission of his tender, every tender shall be irrevocable and shall constitute a formal offer capable of and remain open for acceptance by the Vendor on the terms and conditions contained in the Tender Document. After the tender has been submitted in accordance with the procedures stated in the Tender Document, no Tenderer shall be at liberty to withdraw the tender and the same shall be deemed to remain open for acceptance by the Vendor on the terms and conditions contained in the Tender Document until the expiry of the Acceptance Period. 9. If a tender is accepted, the successful Tenderer shall be the Purchaser of the Property. He shall be notified of the acceptance of his tender by a letter personally delivered to or posted to the Hong Kong Correspondence Address of the Tenderer as stated in his Form of Tender on or before the expiry of the Acceptance Period. The letter regarding the acceptance of tender shall be deemed to have been duly received on the second Working day after the day of posting. 10. Within five (5) Working days after the date of the letter informing the acceptance of tender, the Purchaser shall: (i) (ii) pay the further deposit (equivalent to further 5% of the Purchase Price) by way of a cashier s order or cheque certified good for payment by a licensed bank in Hong Kong made payable to Ford, Kwan & Company ; and sign the Agreement without any amendment thereto. The form of the Agreement is available for inspection at the Office of the Vendor s 4
Solicitors between the hours of 9:00 a.m. to 5:00 p.m. of each Working day from 19 th January 2016 to 29 th February 2016. The Purchaser shall be deemed to have inspected the same and shall accept such standard form without any amendment. 11. In the event the Purchaser fails to pay the further deposit in accordance with paragraph 10(i) above or to pay any part payment or the balance of Purchase Price or to complete the purchase in accordance with the Conditions of Sale and/or the Agreement, the Vendor shall have such rights and remedies against the Purchaser as specified in the Tender Document and/or the Agreement. The Tenderer 12. The Tenderer shall sign the Form of Tender personally (if the tenderer is a company, by its authorised signatory(ies)). The Vendor does not accept any person to sign a Form of Tender as an agent, attorney, representative or trustee of the Tenderer. The Vendor s Solicitors 13. The Vendor s Solicitors does not and will not act for any Tenderer in this tender. Miscellaneous and Disclaimers 14.. The Vendor will only answer questions of a general nature concerning the Property and will not provide legal or other advice relating to the Tender Document or the Property. All enquiries should be directed to the Vendor s Agent. 15. Any statement, whether verbal or written, made and any action taken by any officer or agent of the Vendor or the Vendor s Agent in response to any enquiry made by a prospective or actual tenderer shall be for guidance and reference purposes only. No such statement and/or action shall form or be deemed to form part of the Tender Document or the Agreement and any such statement or action shall not and shall not be deemed to amplify, alter, negate, waive or otherwise vary any of the terms or conditions set out in the Tender Document or the Agreement. 16. In the event of any discrepancy between the English version and the Chinese version of the Tender Document, the English version shall prevail. 17. Tenderers are advised to refer to the sales brochure for details of the Property. 18. In the event that the Tenderer is more than one person, the obligations and liabilities of the Tenderer are joint and several. 19. Time shall in all respects be of the essence. Date : 19 January 2016 ************************************* 5
PART II: FORM OF TENDER To: The Vendor Details of the Property:- (Note: Tenderer must tick (' ") the appropriate box(es) beside the property or properties selected for making offer to purchase) House A, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. House B, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. House C, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. House D, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. (1) I/We, the Tenderer, having read the Tender Document, hereby irrevocably offer to purchase the Property at the Purchase Price specified in the Schedule to this Form subject to the terms and conditions of the Tender Document. (2) I/We acknowledge that if this tender is accepted, then until the Agreement is signed, the Tender Document and the Vendor s letter of acceptance pursuant to the Tender Notice shall constitute a binding agreement between me/us and the Vendor on the terms and conditions as stated in the Tender Document. (3) I/We hereby acknowledge and confirm that the Vendor has made the Property available to me/us for viewing before my/our submission of this tender. (4) In case this tender is not accepted, the relevant cashier's order(s) may be returned to me/us by personal delivery or by post to my/our Hong Kong Correspondence Address specified in the Schedule to this Form. (5) I/We have appointed the Intermediary specified in the Schedule to this Form. (6) I/We hereby confirm the relationship between the Vendor and I/us for the purpose of the Ordinance in the manner set out in the Schedule to this Form. 6
(7) I/We agree that the Hong Kong Correspondence Address specified in the Schedule to this Form shall be the address for the purpose of receipt of the letter regarding the acceptance of this tender issued by the Vendor and/or the return of cashier's order(s). The said letter regarding the acceptance of this tender shall be deemed to have been duly received on the second Working day after the day of posting. (8) I/We hereby declare and warrant the information set out in the Schedule to this Form is in all respect true and accurate in so far as it is within my/our knowledge. 7
SCHEDULE Section I Particulars of the Tenderer(s) Name : Identity Card / Passport / Business Registration No. : Address / Registered Office / Principal : Place of Business Hong Kong Correspondence Address (if different from the above) : Contact Number : Email address : Section II Purchase Price Purchase Price : HK$ Section III Cashier s Order(s) Particulars of the cashier s order(s) enclosed herewith: Bank Cashier s Order No(s). HK$ (1) (2) Total: HK$ 8
Section IV Viewing of the Property Note: Please tick (" ") either A or B and fill in the relevant information. A. I/We hereby confirm that before the submission of this tender, the Vendor has made the Property available to me/us for viewing and I/we have viewed the Property prior to my/our submission of the tender of the Property at the time and on the date as set out below:- Date of viewing : Time of viewing : B. I/We hereby confirm that I/we have the right to view the Property before the submission of this tender, and that the Vendor has made the Property available to me/us for viewing but after due consideration and out of my/our free will, I/we have declined to view the Property prior to my/our submission of the tender of the Property. Section V Intermediary (if any) Name of Licensed Estate Agent/Sales Person : Name of the Estate Agency : Estate Agent Licence Number : Address : Contact no. of Estate Agent/Sales Person : I/We declare and confirm that the Intermediary did not make and is not authorized by the Vendor to make any oral or written agreement, representation or undertaking on behalf of the Vendor, and the Vendor is not and will not be liable to any tenderer, the Purchaser, the Intermediary or anyone for any such agreements, representations or undertaking made by the Intermediary. The Vendor is not and will not be involved in any dispute between any tenderer and the Intermediary or the Purchaser and the Intermediary. The sale and purchase of the Property shall proceed strictly in accordance with the terms and conditions set out in the Tender Document. 9
Section VI Declaration of Tenderer I/We are / are not a related party to the Vendor for the purpose of the Ordinance. A person is a related party to the Vendor if that person is:- (a) (b) (c) (d) (e) (f) a director of the Vendor, or a parent, spouse or child of such a director; a manager of the Vendor; a private company of which such a director, parent, spouse, child or manager is a director or shareholder; an associate corporation or holding company of the Vendor; a director of such an associate corporation or holding company, or a parent, spouse or child of such a director; or a manager of such an associate corporation of holding company. For the purpose of this Form, manager has the meaning given by section 2(1) of the Companies Ordinance (Cap. 622) and private company has the meaning given by section 11 of the Companies Ordinance (Cap. 622). holding company means collectively Fester Corporation Limited and Chime Corporation Limited associate corporation means a subsidiary of Shun Shing Hing Investment Company Limited or a subsidiary of Fester Corporation Limited and Chime Corporation Limited Checklist (A) I/We hereby submit the following: - (Please tick. (" ")) Tender Document and the Form of Tender (in duplicate) duly completed and signed; Cashier s order(s); and Copies of my/our Identification Documents and copies of Identification Documents of the signatory(ies) of and witness to the Tender Document. (B) I/We hereby acknowledge that I/we have read and acknowledged the following documents set out as appendices to the Tender Document:- (Please tick. (" ")) Vendor s Information Form relating to the Property (Annex A); Bilingual version of Warning to Purchasers (Annex B); and Privacy Policy Statement and Personal Information Collection Statement (Annex C). 10
I/We, the Tenderer, have read the entire Tender Document, the documents as annexed thereto, completed the Form of Tender and the Schedule thereto. I/We agree to be bound by and confirm my/our acceptance of the terms and conditions of the Tender Document. Note: This Form must be signed by ALL the Tenderers if there is more than one tenderer. If the Tenderer is a company, this Form must be signed by its authorized signatory(ies) with company chop. Signed by the Tenderer(s): (Please affix company chop, if applicable) Name of authorized signatory (if the Tenderer is a company) : Witnessed by : Name of witness : Date : 11
PART III: CONDITIONS OF SALE 1. In these Conditions of Sale, terms defined in the Definitions shall have the same meaning when used herein unless otherwise defined below (a) Acceptance of Tender means the Vendor s written acceptance of the Purchaser s tender pursuant to clause 9 of the Tender Notice; (b) "Development" means the development on the Land now known as Serenity Peak ( 銀海峯 ), 1 Serenity Path, Sai Kung, New Territories, Hong Kong and including but not limited to the structures facilities and other construction on the Land comprising four (4) houses for private residential use; (c) Land means Lot No.378 in Demarcation District No.224; (d) saleable area has the meaning given by section 8 of the Ordinance; (e) the floor area of an item under clause 11(a) is calculated in accordance with section 8 of the Ordinance; (f) the area of an item under clause 11(b) is calculated in accordance with Part 2 of Schedule 2 to the Ordinance; (g) office hours means the period beginning at 9 a.m. of a day and ending at 4:30 p.m. of the same day; and (h) Preliminary Agreement means the agreement made hereunder by virtue of submission of the Tender Document by the Purchaser and Vendor s Acceptance of Tender by signifying its acceptance pursuant to the provisions in the Tender Document. 2. The Purchase Price of the Property shall be paid by the Purchaser to the Vendor in the manner as follows (a) (b) (c) (d) preliminary deposit in the sum constituting 5% of the Purchase Price shall be paid by way of the cashier order(s) submitted together with the Tender Document and shall be applied as preliminary deposit upon signing of the Preliminary Agreement, if the tender is accepted by the Vendor; further deposit in the sum constituting 5% of the Purchase Price shall be paid upon signing of the Agreement in the manner stated in clause 4 below ; part payment of the Purchaser Price in the sum constituting 5% of the Purchase Price shall by paid within 30 days after the date of Acceptance of Tender by the Vendor; and balance of the Purchase Price shall be paid upon completion. 12
3. The preliminary deposit payable by the Purchaser shall be held by the Vendor s Solicitors as stakeholder. 4. All payments for the Purchase Price (except the preliminary deposit) shall be made by means of cashier s order(s) or cheque(s) certified good for payment by a licensed bank in Hong Kong. 5. It is intended that this Preliminary Agreement is to be superseded by the Agreement to be executed at the Office of the Vendor s Solicitors:- (a) by the Purchaser on or before a date which is the fifth Working day after the date of the Acceptance of Tender; and (b) by the Vendor on or before a date which is the eighth Working day after the date of the Acceptance of Tender. 6. The sale and purchase shall be completed at the Office of the Vendor s Solicitors during office hours within 120 days after the date of Acceptance of Tender by the Vendor. 7. The ad valorem stamp duty, if any, payable on this Preliminary Agreement, the Agreement and the Assignment shall be borne by the Purchaser. 8. The special stamp duty, if any, payable on this Preliminary Agreement, the Agreement and the Assignment shall be borne by the Purchaser. 9. The buyer s stamp duty, if any, payable on this Preliminary Agreement, the Agreement and the Assignment shall be borne by the Purchaser. 10. If the Purchaser fails to execute the Agreement within 5 (five) Working days after the date of the Acceptance of Tender: - (a) this Preliminary Agreement is terminated; (b) the Preliminary Deposit paid by the Purchaser is forfeited to the Vendor; and (c) the Vendor does not have any further claim against the Purchaser for the failure. 13
11. The measurements of the Property are as follows: - (Note: Tenderer must tick (' ") the appropriate box(es) beside the property or properties selected which must be the same as the box(es) ticked in the Form of Tender) House A, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. (a) the saleable area of the Property is 237.911 square metres/2,561 square feet of which N/A square metres (N/A square feet) is the floor area of the balcony; N/A square metres (N/A square feet) is the floor area of the utility platform; N/A square metres (N/A square feet) is the floor area of the verandah; and (b) other measurements are the area of the air-conditioning plant room is 1.726 square metres/19 square feet; the area of the flat roof is 67.755 square metres/729 square feet; the area of the garden is 472.389 square metres/5,085 square feet; the area of the parking space is 41.796 square metres/450 square feet; and the area of the roof is 93.330 square metres/1,005 square feet. House B, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. (a) the saleable area of the Property is 217.645 square metres/2,343 square feet of which N/A square metres (N/A square feet) is the floor area of the balcony; N/A square metres (N/A square feet) is the floor area of the utility platform; N/A square metres (N/A square feet) is the floor area of the verandah; and (b) other measurements are the area of the air-conditioning plant room is 1.491 square metres/16 square feet; the area of the flat roof is 64.173 square metres/691 square feet; the area of the garden is 276.088 square metres/2,972 square feet; the area of the parking space is 41.994 square metres/452 square feet; and the area of the roof is 40.595 square metres/437 square feet. House C, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. (a) the saleable area of the Property is 217.645 square metres/2,343 square feet of which 14
N/A square metres (N/A square feet) is the floor area of the balcony; N/A square metres (N/A square feet) is the floor area of the utility platform; N/A square metres (N/A square feet) is the floor area of the verandah; and (b) other measurements are the area of the air-conditioning plant room is 1.491 square metres/16 square feet; the area of the flat roof is 64.173 square metres/691 square feet; the area of the garden is 264.856 square metres/2,851 square feet; the area of the parking space is 41.994 square metres/452 square feet; and the area of the roof is 40.595 square metres/437 square feet. House D, Serenity Peak, 1 Serenity Path, Sai Kung, New Territories, Hong Kong. (a) the saleable area of the Property is 237.911 square metres/2,561 square feet of which N/A square metres (N/A square feet) is the floor area of the balcony; N/A square metres (N/A square feet) is the floor area of the utility platform; N/A square metres (N/A square feet) is the floor area of the verandah; and (b) other measurements are the area of the air-conditioning plant room is 1.726 square metres/19 square feet; the area of the flat roof is 67.755 square metres/729 square feet; the area of the garden is 483.305 square metres/5,202 square feet; the area of the parking space is 41.796 square metres/450 square feet; and the area of the roof is 93.330 square metres/1,005 square feet. 12. The sale and purchase of the Property includes the fittings, finishes and appliances as set out in the Schedule to these Conditions of Sale. 13. Without prejudice to Sections 13 and 13A of the Conveyancing and Property Ordinance (Cap. 219), the Vendor shall not restrict the Purchaser s right under the law to raise requisition or objection in respect of title. 14. The Purchaser acknowledges receipt of a copy of a bilingual version of the Warning to Purchasers set out in clause 15 below and fully understands its contents. 15. For the purposes of clause 14, the following is the Warning to Purchasers (a) 如你繼續進行購買本物業, 你便須簽署正式買賣合約, 在你簽立正式買賣合約之前, 15
你應聘用律師, 以保障你的權益, 和確保妥善完成購買本物業 Before you execute the formal agreement for sale and purchase which you have to sign if you go on with your purchase you should instruct a solicitor to protect your interests and to ensure that your purchase is properly completed. (b) 你可聘用你自己的獨立律師, 以代表你進行購買本物業, 你亦可聘用賣方的律師以 同時代表你和賣方行事 You can instruct your own independent solicitor to act for you to conduct the purchase or you can instruct the Vendor s solicitor to act for you as well as for the Vendor. (c) 現建議你聘用你自己的律師, 你自己聘用的律師能在你購買本物業的每個階段, 向 你提供獨立意見 YOU ARE RECOMMENDED TO INSTRUCT YOUR OWN SOLICITOR, who will be able, at every stage of your purchase, to give you independent advice. (d) 倘若你聘用賣方的代表律師同時代表你行事, 如你與賣方之間出現衝突, 該律師未 必能保障你的權益, 屆時你始終需要聘用你自己的律師, 在此情況下, 你須支付的 律師費總額, 可能高於若你一開始便聘用你自己的律師的話會須支付的費用 If you instruct the solicitor for the Vendor to act for you as well and if a conflict arises between you and the Vendor the solicitor may not be able to protect your interests and you will then have to instruct your own solicitor anyway, in which case the total fees you will have to pay may be higher than the fees which you would have had to pay if you had instructed your own solicitor in the first place. (e) 你可自由選擇 請在決定聘用你自己的獨立律師或賣方的律師以保障你的權益之 前, 詳加考慮 You are free to choose whichever option you prefer. Please think carefully before deciding whether to instruct your own independent solicitor, or the Vendor s solicitor, to protect your interests. 16. The Purchaser is, on completion of the sale and purchase, entitled to vacant possession of the Property. 16
17. The Purchaser purchases with full knowledge of the physical state and condition of the Property and takes them as they stand. 18. Each party shall bear its own solicitors' costs and expenses of and incidental to the sale and purchase herein. 19. This Preliminary Agreement is personal to the Purchaser, and the Purchaser shall have no right to request the Vendor to enter into the Agreement with any other person and shall have no right to transfer the benefit of this Preliminary Agreement to a third party. 20. The charges for certified copy title deeds, the registration fees, the search fees, the plan fees relating to the sale and purchase of the Property and the costs of and incidental to the preparation of the Deed of Mutual Covenant incorporating a Management Agreement ( DMC ), if any, in accordance with the scale of costs prescribed in the Solicitors (General) Costs Rules shall be borne by the Purchaser. 21. Time shall in every respect be of the essence of this Preliminary Agreement. 22. The Purchaser shall inform the Vendor in writing of any change in his Hong Kong Correspondence Address or contact number in the Form of Tender. 23. The Property is residential property within the meanings of Section 29A(1) of the Stamp Duty Ordinance (Cap. 117). 24. This Preliminary Agreement supersedes all prior negotiations, representation, understanding and agreements of the parties hereto. 25. On completion of the sale and purchase of the Property:- (a) the Purchaser shall EITHER enter into the DMC with the Vendor OR at the Vendor's option accept an Assignment of the Property from the Vendor subject to and with the benefit of the DMC entered into by the Vendor with another purchaser or purchasers in respect of the Land and the Development. The provisions of the DMC shall not conflict with the Guidelines set out in Law Society Circular 12-886 as amended from time to time unless otherwise permitted by the Law Society of Hong Kong or have been approved by the Director of Lands; and (b) the Purchaser shall pay to the Vendor or the manager of the Development all deposits, 17
and advance payment, contribution to special funds and debris removal fees (if any) and reimburse the Vendor a due proportion of any deposits paid by the Vendor for the supply of water, electricity and gas (if any) to the Property or the common parts of the Development and other payments which may be payable in respect of the Property whether or not such deposit, advance payment, contribution or other payment are transferable or refundable under the DMC. 26. If any date stipulated for payment in this Preliminary Agreement or the day on which completion of the sale and purchase is to take place as provided in this Preliminary Agreement falls on a day that is not a Working day or on a day on which Typhoon Signal No. 8 or above is hoisted or Black Rainstorm Warning Signal is issued at any time between the hours of 9:00a.m. and 5:00p.m., such date for payment or completion of the sale and purchase is automatically postponed to the immediately following day that is a Working day and on which Typhoon Signal No. 8 or above is hoisted or Black Rainstorm Warning Signal is issued at any time between the hours of 9:00a.m. and 5:00p.m. 27. For the purpose of excluding the application of Section 6(1) of the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to these Conditions of Sale, the Vendor and the Purchaser hereby expressly agree that these Conditions of Sale may be varied or rescinded or cancelled by the Vendor and the Purchaser without the consent of any person who is not a party to these Conditions of Sale. 18
SCHEDULE 1. InteriorFinishes Internal Wall and Ceiling Internal Floor Internal walls and ceiling of Living Rooms, Dining Rooms and Bedrooms are finished with emulsion paint. Some areas are installed with gypsum board false ceiling and bulkhead. Living Rooms and Dining Rooms are finished with natural stone flooring and natural stone skirting. Bedroom 1 and 3 (House A and D) are finished with engineered timber flooring and timber skirting. Master Bedrooms and Bedroom 2 (House A to D), Bedroom 1 and 3(House B and C) are finished with natural stone flooring, engineered timber flooring and timber skirting. Bathroom Master Wall finished with natural stone to exposed surface and up to false ceiling level. Floor finished Bathroom/ with natural stone to exposed surface. Gypsum board false ceiling is provided. Bathroom Toilet Wall finished with natural stone to exposed surface and up to false ceiling level. Floor finished with natural stone to exposed surface. Gypsum board false ceiling is provided. Toilet (inside Wall finished with ceramic tile to exposed surface and up to false ceiling level. Floor finished Utility Room) with homogenous tile to exposed surface. Aluminum ceiling is provided. Kitchen Wall (except wall above gas cooker) finished with natural stone to exposed surface and up to false ceiling level. Wall above gas cooker finished with stainless steel panel where exposed. Floor finished with natural stone to exposed surface. Gypsum board false ceiling is provided.cooking bench finished with solid surfacing material. 2. Interior Fittings Doors Entrance Door Solid core stainless steel door with aluminum panel and fitted with lockset, eye viewer and door closer. Master Bedroom, Timber veneered hollow core timber door. Bedroom, Bathroom and Walk-in Closet (House A and D only) Kitchen (to Utility Room) and Timber veneered solid core timber door. Kitchen (to Living Room / Dining Room and Carport) Master Bathroom House A and D Timber veneered solid core timber sliding door. 19
Toilet Toilet (to UtilityRoom) Garden, Flat Roof, staircase passage door connecting to Roof and Carport House B and C Timber veneered solid core timber door. Timber veneered solid core timber door. Aluminum slide folding door with aluminum door frame. Glass door with aluminum door frame. Bathroom Master Bathroom House A and D Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include artificial stone wash basin with chrome plated basin mixer. Other fittings included chrome plated shower set, artificial stone bathtub with chrome plated bath mixer and chrome plated bath shower set. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel holder and chrome plated paper roll holder. Bathroom 1 and 2 House B and C Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include vitreous china wash basin with chrome plated basin mixer. Other fittings included chrome plated shower set, enamelled steel bathtub with chrome plated bath mixer and chrome plated bath shower set. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel bar, chrome plated towel hook and chrome plated paper roll holder. Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include vitreous china wash basin with chrome plated basin mixer. Other fittings included enamelled steel bathtub with chrome plated bath mixer and chrome plated bath shower set. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel ring (except Bathroom 2 of House A and D), chrome plated towel bar, chrome plated towel hook and chrome plated paper roll holder. 20
Bathroom 3 House A and D Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include vitreous china wash basin with chrome plated basin mixer. Other fittings included enamelled steel bathtub with chrome plated bath mixer and chrome plated bath shower set. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel ring, chrome plated towel bar, chrome plated towel hook and chrome plated paper roll holder. House B and C Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include vitreous china wash basin with chrome plated basin mixer. Other fittings included chrome plated shower set, enamelled steel bathtub with chrome plated bath mixer and chrome plated bath shower set. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel ring, chrome plated towel bar, chrome plated towel hook and chrome plated paper roll holder. Toilet Toilet (inside Utility Room) Mirror cabinet and wooden basin cabinet fitted with natural stone countertop and sanitary wares and fittings include vitreous china wash basin with chrome plated basin mixer. Fitted with vitreous china water closet and exhaust fan. Other accessories include chrome plated towel ring, chrome plated towel hook and chrome plated paper roll holder. Fitted with vitreous china wash basin with chrome plated basin mixer, chrome plated shower set, vitreous china water closet and exhaust fan. Kitchen House A and D Wooden cabinet with lacquer and walnut wood patterned door panel. Solid surfacing material countertop, stainless steel sink with chrome-plated sink mixer and exhaust fan. For appliances, please refer to List of Appliances. Kitchen House B and C 21 Wooden cabinet with lacquer door panel. Solid surfacing material countertop, stainless steel sink with chrome-plated sink mixer and exhaust fan. For appliances, please refer to List of Appliances.
Telephone Aerials Gas Supply 3.List of Appliances Location Living Room, Dining Room, Bedroom, Kitchen, Walk-in Closet, Utility Room, Master Bathroom and Garden Telephone outlets are provided in Living Rooms, Dining Rooms, Master Bedrooms and all Bedrooms. TV and FM outlets are installed in the Living Rooms, Dining Rooms, Master Bedrooms, Bedrooms, Kitchen and Utility Room. Gas meter is provided in G/F of each house underneath internal staircase. Gas supply pipes are installed and connected to gas cooking hobs and gas water heater. Appliances VRV Multi Air-Conditioning System Kitchen Refrigerator Wine Cellar Oven 2-in-1 Washer and Dryer Cooker hood Gas Cooking Hob (2 Burners) Gas Cooking Hob (Wok Burner) Induction Hob Steam Oven Television Kitchen, Bathroom, Toilet, Toilet (inside Utility Room) and Master Bathroom Underneath internal staircase at G/F Exhaust Fan Gas Water Heater 22
注意 Note : 投標者需簽署附件 A 附件 B 及附件 C 並連同招標文件一同遞交 : The Annex A, Annex B and Annex C should be signed and submitted together with the Tender Document. 附件 A ANNEX A Vendor s Information Form 賣方資料表格 Vendor: 賣方: Development: 發展項目: Specified Residential Property of the Development: 發展項目指明住宅物業: SHUN SHING HING INVESTMENT COMPANY LIMITED 順成興置業有限公司 Serenity Peak 1 Serenity Path 銀海峯 安寧徑 1 號 House A 獨立屋 A House B 獨立屋 B House C 獨立屋 C House D 獨立屋 D Pursuant to s.66 and s.68 of the Residential Properties (First-hand Sales) Ordinance (Cap.621), 依據 一手住宅物業銷售條例 ( 第 621 章 ) 第 66 條及第 68 條的規定, (a) the amount of the management fee that is payable for the Specified Residential Property: 須就指明住宅物業支付的管理費用的款額 : HKD27,693 for House A 獨立屋 A 為港幣 27,693 元 HKD19,431 for House B 獨立屋 B 為港幣 19,431 元 HKD19,098 for House C 獨立屋 C 為港幣 19,098 元 HKD28,026 for House D 獨立屋 D 為港幣 28,026 元 (b) the amount of the Government rent (if any) that is payable for the Specified Residential Property: 須就指明住宅物業繳付的地稅 ( 如有的話 ) 的款額 : Subject to apportionment by Inland Revenue Department on each of the specified residential property, the current amount of Government Rent for the whole of Lot No. 378 in Demarcation District No. 224 on which the specified residential property was erected is HKD23,164.00. 以差餉物業估價署就每個指明住宅物業所分攤的費用為準 現時整個丈量約份第 224 約地段第 378 號 ( 即指明住宅物業之所建其上 ) 之地稅款額為港幣 23,164 元 (c) the name of the owners incorporation (if any) : 業主立案法團 ( 如有的話 ) 的名稱 : NIL 無 (d) the name of the manager of the Development: 23
發展項目的管理人的姓名或名稱 : TOGETHER MANAGEMENT COMPANY LIMITED 合眾物業管理有限公司 (e) any notice received by the Vendor from the Government or management office concerning sums required to be contributed by the owners of the residential properties in the Development: 賣方自政府或管理處接獲的關乎該項目中的住宅物業的擁有人須分擔的款項的任何通知 : NIL 無 (f) any notice received by the Vendor from the Government or requiring the Vendor to demolish or reinstate any part of the Development: 賣方自政府接獲的規定賣方拆卸發展項目的任何部分或將該項目的任何部分恢復原狀的任何通知 : NIL 無 (g) any pending claim affecting the Specified Residential Property that is known to the Vendor: 賣方所知的影響指明住宅物業的任何待決的申索 : NIL 無 Date of Printing: 19 January 2016 印製日期:二零一六年一月十九日 投標者簽署 Signature of Tenderer(s) / 投標者授權簽署 ( 附公司印章 ) authorized signatory of Tenderer(s) (with company chop) * * delete as appropriate * 剔去不適用者 24
附件 B ANNEX B WARNING TO PURCHASERS PLEASE READ CAREFULLY 對買方的警告買方請小心閱讀 (a) (b) (c) (d) (e) Before you execute the formal agreement for sale and purchase which you have to sign if you go on with your purchase you should instruct a solicitor to protect your interests and to ensure that your purchase is properly completed. 如你繼續進行購買本物業, 你便須簽署正式買賣合約, 在你簽立正式買賣合約之前, 你應聘用律師, 以保障你的權益, 和確保妥善完成購買本物業 You can instruct your own independent solicitor to act for you to conduct the purchase or you can instruct the Vendor s solicitor to act for you as well as for the Vendor. 你可聘用你自己的獨立律師, 以代表你進行購買本物業, 你亦可聘用賣方的律師以同時代表你和賣方行事 YOU ARE RECOMMENDED TO INSTRUCT YOUR OWN SOLICITOR, who will be able, at every stage of your purchase, to give you independent advice. 現建議你聘用你自己的律師, 你自己聘用的律師能在你購買本物業的每個階段, 向你提供獨立意見 If you instruct the solicitor for the Vendor to act for you as well and if a conflict arises between you and the Vendor the solicitor may not be able to protect your interests and you will then have to instruct your own solicitor anyway, in which case the total fees you will have to pay may be higher than the fees which you would have had to pay if you had instructed your own solicitor in the first place. 倘若你聘用賣方的代表律師同時代表你行事, 如你與賣方之間出現衝突, 該律師未必能保障你的權益, 屆時你始終需要聘用你自己的律師, 在此情況下, 你須支付的律師費總額, 可能高於若你一開始便聘用你自己的律師的話會須支付的費用 You are free to choose whichever option you prefer. Please think carefully before deciding whether to instruct your own independent solicitor, or the Vendor s solicitor, to protect your interests. 你可自由選擇 請在決定聘用你自己的獨立律師或賣方的律師以保障你的權益之前, 詳加考慮 I/We acknowledge receipt of a copy of this warning and fully understand the contents thereof. 我 / 我們已收到此警告之副本及完全明白此警告之內容 投標者簽署 Signature of Tenderer(s) / 投標者授權簽署 ( 附公司印章 ) authorized signatory of Tenderer(s) (with company chop) * 日期 Date * 剔去不適用者 delete as appropriate 25
附件 C ANNEX C 註 : Note: 本部分只適用於自然人, 而不適用於法團 This part is only applicable to natural person and not applicable to corporation. 私隱政策聲明 Privacy Policy Statement 賣方 ( 包括其附屬公司及聯營公司 ) 致力於保護閣下之私隱和個人資料, 以及遵守所有 個人資料 ( 私隱 ) 條例 ( 第 486 章 ) 之規定 本聲明的目的是向閣下闡明賣方的私隱政策及常規, 包括收集閣下之個人資料的原因 閣下之個人資料將會如何被賣方處理及使用以及應向誰發出個人資料的存取要求 賣方將會不時更新及修訂本聲明 The Vendor (including its subsidiaries and associated companies) is committed to protecting your privacy and personal data, and will comply with all the requirements of the Personal Data (Privacy) Ordinance (Cap. 486). This statement is intended to notify you of the policy and practice of the Vendor including the purposes of collecting your personal data, how your personal data will be handled and used by the Vendor and to whom data access requests are to be addressed. The Vendor may update and change this statement from time to time. 個人資料安全 Security of Personal Data 賣方將盡力確保閣下之個人資料安全地保存於賣方及不會未經授權地被取得或處理 The Vendor will use its best endeavours to ensure that your personal data is maintained securely and protected against unauthorized access or processing. 收集個人資料聲明 Personal Information Collection Statement 1. 投標者贊成及同意下列各方使用 披露和轉移所有在投標文件 正式合約及轉讓契及 / 或將會簽署或簽立的與投標及出售物業有關的其他文件之所有資料 資訊及文件 ( 統稱為 資料 ), 並作以下用途 :- The Tenderer agrees and consents to the use, disclosure and transfer of all data, information and document (collectively the Data ) with respect to or in connection with the Tenderer as stated in the Tender Document, the Agreement and the Assignment and/or such other document(s) to be signed/executed in connection with the tender and sale of the Property to the following persons and for the following purposes :- (a) 賣方可以提供 使用 披露及 / 或將資料轉移給賣方的母公司或控股公司 總公司 地區辦事處 受僱人 代理商 分公司 附屬公司及任何包括賣方作為公司集團 ( 此乃根據 公司條例 ( 第 622 章 ) 所賦予的涵義 ) 內的公司 與賣方有聯繫公司或該公司與賣方有共同股東 ( 或最終股東 )( 下稱 華懋集團成員 ) 及 / 或其授權代理人及 / 或華懋集團成員的授權代理人 為免有任何疑慮, 投標者承認及同意華懋集團成員及該等代理人須自行負責確保所有使用 持有及處理的資料將根據其個人資料政策及 個人資料 ( 私隱 ) 條例 ( 第 486 章 ); 及 26
the Vendor may provide, use, disclose and/or transfer the Data to the Vendor s parent or holding company, head office, regional offices, servants, agents, branches, subsidiaries, any company within the group of companies (which has the meaning ascribed to it under the Companies Ordinance (Cap. 622)) of which the Vendor forms part, any company associated with the Vendor or such companies which have common shareholder(s) (or ultimate shareholder(s)) as the Vendor ( members of the Chinachem Group ) and/or to authorized agent(s) of the Vendor and/or the authorized agent(s) of any members of the Chinachem Group. For the avoidance of doubt, the Tenderer acknowledges and agrees that the members of the Chinachem Group and such agent(s) shall be solely responsible to ensure that all use, holding and processing of the Data by it will be in accordance with its personal data policy and the Personal Data (Privacy) Ordinance (Cap.486); and (b) 資料可能被使用 披露及轉移到任何以下一方 :- the Data may be used, disclosed and transferred to any of the following:- (i) 任何對披露者有保密責任之賣方服務供應商或專業顧問 ; 或 any of service providers or professional advisors of the Vendor who is under a duty of confidentiality to the discloser; or (ii) 在投標文件及 / 或正式合約及 / 或轉讓契及 / 或將會簽署或執行的與出售物業有關的其他文件 ( 以下統稱為 文書 ) 之任何實在或準參與人 附屬參與人或賣方權利的受讓人 ; 或 any actual or potential participant, sub-participant or transferee of rights and obligations of the Vendor under the Tender Document and/or the Agreement and/or the Assignment and/or such other document(s) to be signed/executed in connection with the sale of the Property (collectively the Document ); or (iii) 任何政府 半官方 行政 監管或監督機構或當局 法院或審裁處 ; 或 any government, quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal; or (iv) 法律規定的任何人士 any person if required by law 不論在香港境內或境外, 按照賣方的個人資料政策及 個人資料 ( 私隱 ) 條例 ( 第 486 章 ) 下, 使用 挑選 持有及處理任何上述雙方在投標及買賣物業時管理及行使與文書有關的權利及 / 或其他附帶或相關的用途 ( 包括但不限於向任何第三者轉移文書 ) 的資料 whether any of the above is located in or outside Hong Kong, and for the use, selection, holding and processing by any of the above in connection with the tender and sale and purchase of the Property by the Tenderer and the Vendor, administration and exercise of rights in relation to the Document and/or other related or incidental purposes (including but not limited to transfer of the Document to any third party) in accordance with the personal data policy of the Vendor from time to time and the Personal Data (Privacy) Ordinance (Cap.486). 2. 一旦賣方就上述的任何目的不再需要資料, 賣方將刪除資料 The Vendor shall erase or delete the Data once it is no longer needed for any of the purposes stated above. 3. 投標者承認並同意上述所載賣方使用資料的目的是強制性的, 除非使用資料是為了上述的目的及資料轉移到上述的第三者, 賣方將無法接受投標及出售物業給投標者 The Tenderer hereby acknowledges and agrees that the purposes for which the Vendor wishes to use the Data set out above are obligatory purposes and that the Vendor would not be able to accept the tender and sell the Property to the Tenderer unless it is able to use the Data for these purposes and transfer the Data to the third parties mentioned above. 27
4. 投標者同意授權賣方聯絡所有相關各方進行核證及 / 或索取任何其他資料, 而無需進一步參考或取得投標者的同意 The Tenderer agrees that the Vendor is authorized to contact all relevant parties for verification and/or to obtain any other information without further reference to or consent from the Tenderer. 5. 根據及按照 個人資料 ( 私隱 ) 條例 ( 第 486 章 ) 的條款及規定, 任何資料當事人 :- Under and in accordance with the terms of the Personal Data (Privacy) Ordinance (Cap.486), any individual:- (a) 有權查詢賣方是否持有有關其資料及有權取得有關資料 ; has the right to check whether the Vendor holds data about him/her and the right of access to such data; (b) 有權要求賣方更正任何與其有關的不準確的資料 ; 及 has the right to require the Vendor to correct any data relating to him/her which are inaccurate; and (c) 有權知悉賣方與資料有關的政策及常規, 及獲知賣方持有的個人資料類別 has the right to ascertain policies and practices of the Vendor in relation to data and to be informed of the kind of personal data held by the Vendor. 按照 個人資料 ( 私隱 ) 條例 ( 第 486 章 ) 的規定, 賣方有權就處理任何資料查詢及更正要求收取合理費用 In accordance with the terms of the Personal Data (Privacy) Ordinance (Cap.486), the Vendor has the right to charge a reasonable fee for the processing of any data access or correction request. 6. 任何人士如欲查閱或更正資料, 或索取有關資料 政策及常規, 可以致函下列人士提出 : The person to whom requests for access to data or correction of data or for information regarding policies and practices and kinds of data held are to be addressed as follows :- 資料保護主任 The Data Protection Officer 順成興置業有限公司 Shun Shing Hing Investment Company Limited 香港新界荃灣楊屋道 8 號如心廣場第 2 座 35 至 35 th -38 th Floors, Tower Two, Nina Tower, No.8 38 樓 Yeung Uk Road, Tsuen Wan, N.T., Hong Kong 這收集個人資料聲明的內容不會限制投標者在 個人資料 ( 私隱 ) 條例 ( 第 486 章 ) 下所享有的權利 Nothing in this Personal Information Collection Statement shall limit the rights of the Tenderer under the Personal Data (Privacy) Ordinance (Cap.486). 至投標者直接促銷通知 Notice to Tenderer relating to Direct Marketing 投標者現再獲通知, 除以上所述外, 賣方可以把投標者的個人資料包括姓名 地址及電話號碼提供予華懋集團之成員及 / 或賣方的授權代理人及 / 或華懋集團之成員的授權代理人作推廣目的 :- (i) 出售或租賃發展項目內之單位或有關的其他服務或活動 ; (ii) 出售或租賃華懋集團之成員擁有或有關的項目, 但該等個人資料不能在未經投標者同意下作進一步提供及使用 假若投標者接受上述進一步提供及使用, 請於以下空格填上剔號以示不反對 The Tenderer is hereby further informed that the Vendor may, aside from the above, provide the Tenderer s personal data including name, address and telephone number to members of the Chinachem Group and/or the authorized agent(s) of the Vendor and/or authorized agent(s) of the members of the Chinachem Group for the 28
purpose of promoting:- (i) the sale or leasing of units or other services or activities in or connected to the Development; (ii) the sale or leasing of developments belonging or connected to the members of the Chinachem Group but such further provision cannot be made and such personal data cannot be further used without the consent of the Tenderer. Should the Tenderer not object to such further provision and use, please indicate the no objection by ticking the box below. 投標者不反對所提議的進一步提供及使用其個人資料作直接促銷及 / 或提供如上述的服務和產品之用途 The Tenderer does not object to the proposed further provision and use of its personal data in direct marketing and/or providing services and products as abovementioned. 投標者簽署 Signed by the Tenderer(s) 日期 Date 29