EXHIBIT 4.29
THIS AGREEMENT is made the day of 2004.
BETWEEN
(1) NAM TAI GROUP MANAGEMENT LIMITED (chinese translation) (business
registration number 31660819) whose registered office is situate at
15th Floor, China Merchants Tower, Shun Tak Centre, Nos. 168-200
Connaught Road Central, Hong Kong ("the Vendor"); and
(2) FRONTIER PROFIT INC. a company incorporated under the laws of the
British Virgin Islands whose registered office is situate at East Asia
Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands
("the Purchaser").
1. The Vendor sells and the Purchaser purchases the land described in the First
Schedule hereto ("the Property") held from the Government under the Government
Lease referred to in the First Schedule hereto ("the Government Lease")
absolutely and if the Vendor's interest in the Property is an equitable interest
for the entitlement to the grant of a government lease pursuant to the
Government Lease absolutely.
2. The purchase price is the sum set out in Part I of the Second Schedule hereto
("the Purchase Price") which shall be paid and satisfied by the Purchaser in
manner set out in Part II of the Second Schedule hereto. The Purchase Price or
any part thereof shall be paid by way of cashier's orders and/or solicitors'
cheques.
3. Completion shall take place at the offices of the Vendor's Solicitors at 60l,
Prince's Building, Chater Road, Central, Hong Kong, on or before the date set
out in Part III of the Second Schedule hereto.
4. Vacant possession of the Property shall be given to the Purchaser on the date
of completion.
5. Time shall in every respect be of the essence of this Agreement.
6. The Vendor shall assign the Property as beneficial owner.
7. The Property is sold subject to and with the benefit of the matters described
in the Third Schedule hereto.
8. The Purchaser hereby declares and confirms that the Purchaser has inspected
the Property and he is purchasing the Property in its present physical state and
condition. The Property is and will be sold on an "as is" basis and in the
physical state and condition as it stands. No warranties or representations of
any kind are made or given by the Vendor or anybody on his behalf on any of the
following matters, namely:-
(a) The physical state and condition, quality or fitness of the
fittings and finishes or the installations incorporated in the
Property or in the building of which the Property forms part
("the Building");
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(b) The physical state and condition or permitted use of the
Property or of the Building;
(c) The area of the Property;
(d) The composition of the Property or of the Building or the
nature or manner of their construction;
(e) The fitness of the Property for development or the
redevelopment potential of the Property; and
(f) The construction of the Property in accordance with the
Approved Plan of the Property.
9. The parties hereto hereby declare that they fully understand and acknowledge
that no date other than the date of this Agreement (which date will be completed
in the Questionnaire Form I.R.S.D. 26 for stamping purpose of this Agreement
and/or the Assignment made pursuant to this Agreement [as the case may be]) may
be claimed as the relevant date for valuation of the Property once this
Agreement and/or the Assignment made pursuant to this Agreement has/have been
submitted for stamping.
10. (a) Each party shall pay his own solicitors' costs of and
incidental to the preparation, approval and completion of this
Agreement and the Assignment made pursuant to this Agreement
Provided however that if the Purchaser shall sub-sell the
Property or any part or parts thereof to any sub-purchaser(s)
at a price or for a total price higher than the Purchase Price
mentioned herein or if the Purchaser shall require the Vendor
to execute more than one assignment in respect of the Property
on completion, then the additional costs (if any) charged by
the Vendor's Solicitors for approving such assignment or
assignments shall be borne by the Purchaser.
(b) All land registration fees and stamp duty payable in
connection with this sale and purchase (including but not
limited to the land registration fees and stamp duty payable
on the agreement for sale (if any) referred to in the Fifth
Schedule hereto and this Agreement and its counter-part and
the Assignment made pursuant to this Agreement) shall be borne
by the Purchaser who shall indemnify and keep the Vendor
indemnified against any loss or damage suffered by the Vendor
resulting from any delay or default in payment of the said
stamp duty. It is hereby agreed that this Clause shall survive
notwithstanding completion.
(c) The Purchaser hereby expressly agrees and undertakes to
deliver to the Vendor or his solicitors a certified true copy
of this Agreement, duly stamped or duly endorsed for deferred
payment of stamp duty, before completion upon request.
(d) It is hereby expressly acknowledged and agreed by the parties
hereto that if the Purchaser shall sub-sell the Property to
any sub-purchaser(s) at a price higher than the Purchase Price
mentioned herein, the Vendor's Solicitors shall charge, in
addition to the legal costs for approving an assignment at the
consideration equivalent to the Purchase Price mentioned
herein, such further legal costs (which the Purchaser hereby
agrees to reimburse the Vendor) computed as follows:-
(i) for the first sub-sale of the Property by the
Purchaser, a sum of HK$1,000.00 or a sum equivalent
to the difference between (i) the
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legal costs for approving an assignment of leasehold
property at the consideration equivalent to the
Purchase Price mentioned herein computed pursuant to
Part I in the First Schedule to the Solicitors
(General) Costs Rules ("the Rules") of the Legal
Practitioners Ordinance Cap.159 of the Laws of Hong
Kong and (ii) the legal costs for approving an
assignment of leasehold property at the consideration
equivalent to the purchase price under the said first
sub-sale of the Property computed pursuant to Part I
in the First Schedule to the Rules, whichever is the
greater; and
(ii) for each further sub-sale (if any) of the Property, a
sum of HK$1,000.00.
11. There are incorporated into this Agreement as if they were herein written
the conditions respectively on the part of the Vendor and the Purchaser set out
in Part A of the Second Schedule to the Conveyancing and Property Ordinance,
Cap.219 of the Laws of Hong Kong unless they are inconsistent with the
provisions herein in which event the provisions herein shall prevail save for
Conditions 1, 2, 7 and 10 thereof which shall be omitted.
12. (a) Where the Government Lease was granted on a date less than 15
years before the date hereof, the Vendor shall only prove and
give to the Purchaser title to the Property commencing with
the Government Lease and extending for the period since the
grant of the Government Lease. In any other case, the Vendor
shall only prove and give to the Purchaser title to the
Property with the Government Lease and documents of title
extending not less than 15 years before the date hereof
commencing with an assignment, a mortgage by assignment or a
legal charge, each dealing with the whole estate and interest
in the Property.
(b) Any requisition or objection in respect of the title shall be
delivered in writing to the Vendor's solicitors not later than
seven (7) business days and within business hours from the
date of delivery of the title deeds in respect of the Property
to the Purchaser's Solicitors and any further requisition or
objection arising upon any reply to a former requisition shall
be delivered in writing to the Vendor's solicitors not later
than seven (7) business days and within business hours from
the date of delivery of such reply by the Vendor's solicitors
to the Purchaser's solicitors, otherwise the same shall be
deemed waived.
13. Completion of the sale and purchase shall take place at the offices of the
Vendor's solicitors at or before 5:00 p.m. (if it shall take place on a day
between Monday and Friday) and at or before 12:30 p.m. (if it shall take place
on a Saturday) on the date set out in Part III of the Second Schedule hereto at
the latest.
14. (a) The Vendor declares that he has no actual knowledge and
received no notice under the Lands Resumption Ordinance
(Cap.124) or the Mass Transit Railway (Land Resumption and
Related Provisions) Ordinance (Cap.276) or any form of notice
of a similar nature under any other Ordinances the
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implementation of which would materially and adversely affect
the occupation or enjoyment of the Property.
(b) The Vendor gives no warranty and has no actual knowledge
whatsoever whether the Property is included in or affected by
any lay-out plans (draft or approved) or any other plans
prepared under the Town Planning Ordinance (Cap.131).
(c) The Purchaser shall be solely responsible for making his own
inquiry and investigation in respect of the matters aforesaid
in sub-clauses (a) and (b) of this Clause and of any
provisions or redevelopment restrictions affecting the
Property or the occupation, value, user or enjoyment thereof
under any of the Ordinances. The Vendor shall not be liable
for any loss or damage which the Purchaser may incur or suffer
as a result of the Property becoming affected or being made
subject to the provisions of the said Ordinances and the
Purchaser shall take the Property at his own risks and shall
complete the purchase of the Property notwithstanding that the
Property has or shall have become so affected or has been or
shall have been made subject to the provisions of the said
Ordinances or any of them.
15. (a) The rents and profit shall be received and all outgoings shall
be discharged by the Vendor up to but exclusive of the actual
day of completion and as from and inclusive of that day all
outgoings shall be discharged by the Purchaser. All such
rents, profits and outgoings shall, if necessary, be
apportioned between the Vendor and the Purchaser and paid on
completion.
(b) The Purchaser shall on completion pay to the Vendor the
management fee deposit, public water deposit, public utility
deposit, public electricity deposit, the sinking fund or funds
of a like nature paid or contributed by the Vendor in respect
of the Property and all such other deposits (save and except
private water meter deposit, private electricity meter deposit
and private gas meter deposit in respect of the Property)
which the Vendor has paid in respect of the Property and which
are found to be transferable and subsisting.
16. The Purchaser has been advised that it would be difficult for the Vendor to
transfer the insurance policy (if any) on the Property or the benefit thereof to
the Purchaser and hence no such transfer will be made. Immediately after the
signing of this Agreement, the Property shall as between the Vendor and the
Purchaser be at the Purchaser's risk. The Purchaser is advised to take out
proper insurance coverage on the Property for his own protection and benefit.
17. The Vendor and the Purchaser agree and authorise their respective solicitors
to complete the transaction on the basis of cross undertakings in the form from
time to time recommended by the Law Society of Hong Kong with such variations
thereto as they may agree.
18. The Vendor hereby warrants that no order or decision in any manner or form
has been or is deemed to have been made by the Lands Tribunal or the District
Court or any Court of Record in Hong Kong during the period of two years
immediately preceding the date hereof
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under or pursuant to Section 53(2)(b) or (c) or Section 119E(1)(b) or (c) of the
Landlord and Tenant (Consolidation) Ordinance (Cap.7) for possession of the
Property or any part thereof.
19. Notwithstanding anything to the contrary, it is hereby expressly agreed and
declared by the parties hereto that if the Purchaser shall request from the
Vendor any certified copies of title deeds or documents in respect of the
Property which the Vendor has an obligation hereunder to provide to the
Purchaser, the Purchaser shall, notwithstanding the fact that any of such
certified copies shall not have been provided to the Purchaser prior to
completion, complete the purchase of the Property in accordance with the terms
herein contained Provided that the Vendor or the Vendor's solicitors shall give
an undertaking to the Purchaser or the Purchaser's solicitors to provide such
certified copies to the Purchaser's solicitors.
20. The Vendor and the Purchaser hereby agree that the terms or conditions or
matters, if any, set out in the Fourth Schedule hereto shall apply to this
Agreement and shall be deemed to be incorporated herein.
21. This Agreement sets out the full agreement between the parties hereto and
supersedes any other commitments, agreements, warranties or understandings,
written or verbal, that the parties hereto may have had with respect to the
subject matter of this Agreement. Without prejudice to the generality of the
foregoing and the warranties made or given in this Agreement, no warranties or
representations express or implied of any kind other than those set out herein
(if any) are or have been made or given by the Vendor or by anybody on his
behalf and if any such warranties or representations express or implied has been
made, the same is withdrawn or deemed to have been withdrawn immediately before
the signing of this Agreement.
22. Each party hereto hereby warrants and represents to and undertakes with the
other that the name, address and the number of identification document/Business
Registration number (as the case may be) of such party as specified on page 1 of
this Agreement and the information specified in the Fifth Schedule to this
Agreement are in all respects accurate to the best knowledge of such party and
such party undertakes to fully indemnify the other against all loss damage costs
claim demand action and proceedings incurred or suffered by or made or taken
against the other party as a result of any breach of the aforesaid warranty
representation and/or undertaking. It is hereby agreed that this Clause shall
survive notwithstanding completion.
23. (a) If the Purchaser shall fail to complete the purchase of the
Property in accordance with the terms and conditions of this
Agreement:-
(i) all sums paid by the Purchaser up to 10% of the
Purchase Price by way of deposit shall be forfeited
to the Vendor, and the balance of the deposit and
other part payment of the Purchase Price paid
hereunder (if any) shall be retained and held by the
Vendor free of any interest to the Purchaser as
security for the damages recoverable by the Vendor
against the Purchaser as a result of the Purchaser's
breach of this Agreement, such money retained may, at
the option of the Vendor, be used to set off against
any or all losses, expenses, deficiency in price and
other damages suffered by the Vendor; and
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(ii) the Vendor may determine this Agreement without the
need to tender an assignment to the Purchaser.
(b) Upon determination of this Agreement, the Vendor may resell
the Property either by public auction or private contract or
in such other manner as the Vendor may in his discretion deem
fit and subject to such stipulations as the Vendor may think
fit and any increase in price on a resale shall belong to the
Vendor. On a resale, any deficiency in price shall be made
good and all expenses attending such resale or attempted
resale shall be borne by the Purchaser and such deficiency and
expenses shall be recoverable by the Vendor.
(c) On the exercise of the Vendor's right to determine this
Agreement as aforesaid the Vendor shall have the right, if
this Agreement shall have been registered at the Land Registry
or the relevant New Territories Land Registry, to register at
the Land Registry or the relevant New Territories Land
Registry an instrument signed by the Vendor alone evidencing
determination of the sale of the Property as aforesaid.
(d) This Clause shall not preclude or be deemed to preclude the
Vendor from taking other steps or remedies to enforce the
Vendor's rights under this Agreement or otherwise.
24. Notwithstanding any provision to the contrary herein, on the exercise of the
Vendor's right to determine and/or rescind and/or annul this Agreement/this
sale, the Vendor shall have the right, if this Agreement shall have been
registered at the Land Registry or the relevant New Territories Land Registry,
to register at the Land Registry or the relevant New Territories Land Registry
an instrument signed by the Vendor alone evidencing such determination and/or
rescission and/or annulment of the sale of the Property and/or to vacate the
registration of this Agreement and on the signing of the said instrument by the
Vendor and/or such vacation, the Purchaser shall be deemed to have been divested
of any interest in the Property under this Agreement. Upon registration of such
an instrument in the Land Registry or the relevant New Territories Land Registry
and/or such vacation, a tenant, purchaser, mortgagee or any other person dealing
with the Vendor shall not be bound to see or enquire whether the Vendor was
entitled to determine or rescind or annul this Agreement and so far as regards
the safety and protection of such tenant, purchaser or mortgagee or any other
person this Agreement shall be deemed to have been duly terminated rescinded
and/or annulled and the remedy (if any) of the Purchaser shall be against the
Vendor in damages only.
25. Where two or more persons are comprised in the expressions "the Vendor"
and/or "the Purchaser" the agreements herein contained shall be deemed to be
made by such persons jointly and severally.
26. In this Agreement, unless the contrary intention appears:-
(a) the expressions specified below shall have the following
meanings attributed to them:-
(i) "business day" - a day on which licensed banks are
open for normal banking business in Hong Kong;
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(ii) "business hours" - 9:00 a.m. to 5:00 p.m. on a week
day other than Saturday and 9:00 a.m. to 1:00 p.m. on
Saturday.
(iii) "Hong Kong" - the Hong Kong Special Administrative
Region of the People's Republic of China.
(b) If any of the date or dates stipulated herein for payment or
for completion shall fall on a day which is not a business day
or shall fall on a day when typhoon signal No.8 or above or
black rainstorm signal is hoisted in Hong Kong at any time
during business hours, such date or dates for payment or
completion (as the case may be) shall automatically be
postponed to the next business day.
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FIRST SCHEDULE
1. The Property -
(a) Lot number, sections, undivided shares, description and
address etc.: ALL THAT the estate right title benefit and
interest of and in ALL THOS 259 equal undivided 279,977th
parts or shares of and in ALL THAT piece or parcel of ground
registered in the Land Registry as THE REMAINING PORTION OF
INLAND LOT NO.8882 And of and in the messuages erections and
buildings thereon now known as "THE LEIGHTON HILL (chinese
translation)" ("the Development") TOGETHER with the sole and
exclusive right and privilege to hold use occupy and enjoy ALL
THOSE FLAT A on the 22ND FLOOR (which for the avoidance of
doubt includes the A/C Platform thereof) of TOWER 2 and CAR
PARKING SPACE NO.A86 on the 1ST FLOOR of the Development as
shown and coloured Pink on the Floor Plan(s) annexed to an
Assignment registered in the Land Registry by Memorial No.
8796003 ("the said Assignment").
(b) Exceptions and reservations, etc.:
Except and reserved as in the Government Lease hereinafter
described and the said Assignment are respectively excepted
and reserved.
(c) Easements and other appurtenant rights, if any: Subject to all
subsisting rights rights of way as are described in the said
Assignment.
2. The Government Lease -
An Agreement and Conditions of Sale deposited and registered in the
Land Registry as Conditions of Sale No.12519. The particulars of the
said Conditions of Sale are as follows:-
(a) Date:
the 14th day of May 1998.
(b) Parties:
Harsco Limited of the one part and the Chief Executive on
behalf of the Government of the Hong Kong Special
Administrative Region of the other part.
(c) Term:
For a term of 50 years commencing from the 14th day of May
1998.
(d) Lot No:
Inland Lot No.8882.
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(e) Modification/Variation:
As varied or modified by two several Modification Letters
registered in the Land Registry by Memorial Nos. 8158886 and
8220664 respectively.
SECOND SCHEDULE
Part I (Purchase Price)
Purchase Price for the Property:
HONG KONG DOLLARS FOURTEEN MILLION ONLY (HK$14,000,000.00).
Part II (Manner of Payment)
(a) HK$1,400,000.00 to the Vendor as a deposit and on account of the
Purchase Price to be paid on or before signing of this Agreement.
(b) HK$12,600,000.00 being the balance of Purchase Price to be paid to the
Vendor on completion.
Part III
Date of Completion: the day of 2004
THIRD SCHEDULE
A Deed of Mutual Covenant incorporating Management Agreement registered in the
Land Registry by Memorial No. 8789714 and the Lease of the Communications
Network Area (as defined therein).
FOURTH SCHEDULE
1. The Vendor declares that he has no actual knowledge of and received no notice
or order from the Building Authority or under the Buildings Ordinance (Cap. 123)
and that he has no actual knowledge whatsoever whether there is any unauthorised
structure or alteration in or affecting the Property. The Purchaser hereby
expressly agrees that the Purchaser shall
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be solely responsible for making his own inquiry and investigation and that if
no requisition or objection in respect of unauthorised structure or alteration
in or affecting the Property (if any) shall be delivered in writing to the
Vendor's Solicitors within ten (10) days from the date hereof (in which respect
time shall be of the essence), the Purchaser shall be deemed to have waived his
right to raise any requisition or objection in respect of any such unauthorised
structure or alteration and shall complete the purchase of the Property
notwithstanding any unauthorised structure or alteration (if any) in or
affecting the Property.
2. (a) Without prejudice and in addition to the Vendor's rights of
rescission and all other rights remedies claims and action
which the Vendor may have, if the Purchaser shall fail to
complete the purchase of the Property at or before the time
set out in Clause 13 of this Agreement on the date set out in
Part III of the Second Schedule to this Agreement, the
Purchaser shall (subject to sub-clause (b) of this Clause) pay
to the Vendor on completion in addition to the balance of
Purchase Price interest on the same at the rate of 3% per
annum above the prime lending rate quoted by The Hongkong and
Shanghai Banking Corporation Limited as at the date set out in
Part III of the Second Schedule to this Agreement from such
date up to and inclusive of the date on which the purchase
shall actually be completed.
(b) The Purchaser shall not be liable to pay interest under
sub-clause (a) of this Clause to the extent that the delay in
completion is attributable to the default of the Vendor.
FIFTH SCHEDULE
1. The parties hereto declare that this Agreement is not superseded by any
agreement for sale (as defined in the Stamp Duty Ordinance Cap. 117 of the Laws
of Hong Kong) made between the same parties hereto on the same terms hereof (as
defined in the said Stamp Duty Ordinance).
2. The parties hereto hereby declare that to the best of their knowledge, no
consideration (save and except the Purchase Price herein mentioned) has been
paid or given, or has been agreed to be paid or given, to any person for or in
connection with this Agreement or any conveyance on sale pursuant to this
Agreement (excluding legal expenses).
3. The Property comprises a residential property within the meaning of section
29A(1) of the Stamp Duty Ordinance Cap. 117 of the Laws of Hong Kong.
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SIGNED by )
)
)
)
)
for and on behalf of the Vendor in )
)
the presence of/whose signature(s) ) For and on behalf of
) NAM TAI GROUP MANAGEMENT LIMITED
is/are verified by :- )
/s/ Ivan Chui Kam Wai
----------------------------------
Authorized Signature 20HA
Solicitor, Hong Kong SAR
Messrs. Wilkinson & Grist,
Solicitors and Notaries, Hong Kong SAR
RECEIVED on or before )
)
the day and year first above written of )
)
and from the Purchaser the above- )
)
mentioned deposit in the sum of ) For and on behalf of
) NAM TAI GROUP MANAGEMENT LIMITED
HK$1,400,000.00. )
/s/ Ivan Chui Kam Wai
----------------------------------
Authorized Signature 20HA
-----------------------------------------
the Vendor
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SIGNED by )
)
)
)
)
for and on behalf of the Purchaser ) For and on behalf of
) FRONTIER PROFIT INC.
in the presence of:- )
/s/ T. Murekami
----------------------------------
Authorized Signature
Solicitor, Hong Kong SAR
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DATED the day of 2004.
NAM TAI GROUP MANAGEMENT LIMITED
and
FRONTIER PROFIT INC.
-----------------------------------------------
AGREEMENT FOR SALE AND PURCHASE
-----------------------------------------------
REGISTERED in the Land Registry by Memorial No.
on:-
p. Land Registrar.
WILKINSON & GRIST
SOLICITORS AND NOTARIES
HONG KONG SAR
HC/ml/N416-1V101