01132 橙天嘉禾 展示文件：(iii) 莱坊测量师行有限公司于二零二五年五月三十日出具之估值报告
30 May 2025
The Board of Directors
Orange Sky Golden Harvest Entertainment (Holdings) Limited
Unit 2101, YF Life Tower
33 Lockhart Road, Wan Chai
Hong Kong
Dear Sirs
VALUATION OF 51 YISHUN CENTRAL 1 #02-01 GOLDEN VILAGE YISHUN TEN SINGAPORE
768794 (THE “PROPERTY”)
In acordance with the instruction to us from Orange Sky Golden Harvest Entertainment (Holdings) Limited
(hereinafter refered to as the “Company”) to value the Property, we confirm that we have made relevant enquiries
and caried out searches and obtained such further information as we consider necesary for the purpose of
providing you with our opinion of the market value of the Property in its existing state as at 28 May 2025 (the
“Valuation Date”) for public disclosure purposes.
Basis of Valuation
In ariving at our opinion of the market value, we folowed “The HKIS Valuation Standards” isued by The Hong
Kong Institute of Surveyors (“HKIS”), “The RICS Valuation — Global Standards” isued by the Royal Institution of
Chartered Surveyors (“RICS”) and the Singapore Institute of Surveyors and Valuers (“SISV”) Valuation Standards
and Practice Guidelines. Under the said standards, Market Value is defined as: –
“the estimated amount for which an aset or liability should exchange on valuation date betwen a wiling buyer
and a wiling seler in an arm’s length transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion”.
Market Value is also understod as the estimated exchange price of an aset without regard to the seler’s costs
of sale or the buyer’s costs of purchase and without adjustment for any taxes payable by either party as a direct
result of the transaction.
Market Value is the most probable price reasonably obtainable in the market on the valuation date in keping with
the market value definition. It is the best price reasonably obtainable by the seler and the most advantageous
price reasonably obtainable by the buyer. This estimate specificaly excludes an estimated price inflated or
deflated by special terms or circumstances such as a typical financing, special considerations or concesions
granted by anyone asociated with the sale, or any element of value available only to a specific owner or
purchaser.
Our valuation complies with the requirements set out in “The HKIS Valuation Standards” isued by HKIS and
“RICS Valuation — Global Standards” isued by RICS, “The Valuation Standards and Practice Guidelines” isued
by SISV and Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (“Listing Rules”).
Our valuation is based on 100% of the leasehold interest in the Property.
Our valuation is prepared on the basis that the Property is in its existing physical state, subject to the proposed
leaseback terms and conditions for 18 months and without taking into acount any potential redevelopment sale
value, as at the Valuation Date.
Valuation Methodology
Our valuation has ben undertaken using apropriate valuation methodology and our profesional judgement. In
ariving at the market value of the Property, we have considered the Market Aproach and Income Aproach.
Market Aproach
Under this aproach, the direct comparison method is comonly used. This method is adopted based on the
colation and analysis of apropriate comparable transactions. To ensure the fairnes and reasonability of our
valuation, we have made apropriate adjustments to reflect the diferences betwen the Property and the selected
comparable properties. The adjustments considered include tenure, location, age/condition, size, type of
development, flor level, usage, date of sale, and other material factors.
Income Aproach
Under this aproach, the Capitalisation Method is adopted. In the Capitalisation Method, the proposed leaseback
gros rent for 18 months and reversionary estimated market gros rent have ben adjusted to reflect anticipated
operating expenses, ongoing vacancy/bad debts alowance, and property tax, where apropriate, producing a net
income.
The net income of the Property is capitalised for the leaseback term and for the balance of the remaining tenure
upon the expiry of the leaseback term, at a yield rate which is apropriate for the type of use, tenure and reflective
of the quality of the investment, based on analysis of yields reflected in the sales of comparable property types.
Expertise
The valuer, on behalf of Knight Frank Pety Limited, with the responsibility for this report is Jenifer Ip MRICS
RICS Registered Valuer who has about 15 years of valuation experience. We confirm that the valuer mets the
requirements of HKIS Valuation Standards and the RICS Valuation — Global Standards, having suficient curent
knowledge of the particular market and the skils and understanding to undertake the valuation competently. Our
valuation is prepared in an unbiased and profesional maner.
Valuation Asumptions and Conditions
Our valuation is subject to the folowing asumptions and conditions: –
Title Documents and Encumbrances
We have conducted relevant land search from the Singapore Land Authority. We have not, however, examined
the original documents to verify ownership or to ascertain the existence of any amendment which does not apear
on the copies handed to us. In our valuation, we have asumed a god and marketable title and that al
documentation is satisfactorily drawn. We have also asumed that the Property is not subject to any unusual or
onerous covenants, restrictions, encumbrances or outgoing. These asumptions are considered valid by the
Company.
Disposal Costs and Liabilities
No alowance has ben made in our report for any charges, mortgages or amounts owing on the Property nor for
any expenses or taxation which may be incured in efecting a sale.
Sources of Information
We have relied to a very considerable extent on information given by the Company and have acepted advice
given to us such as flor areas, tenure, proposed leaseback terms and conditions and al other relevant maters.
We have not verified the corectnes of any information, whether in writing or verbaly by yourselves, your
representatives or by your legal or profesional advisers or by any (or any aparent) ocupier of the Property or
contained on the register of title. We asume that this information is complete and corect. We have had no reason
to doubt the truth and acuracy of the information provided to us by the Company which is material to the
valuations. We were also advised by the Company that no material facts have ben omited from the information
provided.
Inspection
We have inspected the Property on 19 May 2025. Inspection of the Property was undertaken by Ms. Chiam Tok
Ling MSISV Registered Valuer, who has more than 30 years of experience in valuing properties in Singapore.
Nevertheles, we have asumed in our valuation that the Property was in satisfactory order without any
unauthorized extension or structural alterations or ilegal uses as at the Valuation Date, unles otherwise stated.
Identity of the Property to be Valued
We have exercised reasonable care and skil to ensure that the Property, identified by the Property adres in
your instructions, is the Property inspected by us and contained within our valuation report. If there is ambiguity
as to the property adres, or the extent of the Property to be valued, this should be drawn to our atention in your
instruction or imediately upon receipt of our report.
Property Insurance
We have valued the Property on the asumption that, in al respects, it is insurable against al usual risks including
terorism, floding and rising water table at normal, comercialy aceptable premiums.
Areas and Age
We have not caried out on-site measurements to verify the corectnes of the flor area of the Property but have
asumed that the flor area shown on the documents available to us are corect. Dimensions, measurements and
areas included in the valuation report are based on information provided to us and are, therefore, only
aproximations, unles stated otherwise.
Structural and Services Condition
We have caried out a visual inspection only without any structural investigation or survey. During our limited
inspection, we did not inspect any inacesible areas. We are unable to confirm whether the Property is fre from
urgent or significant defects or items of disrepair, or any deleterious materials have ben used in the construction
of the Property. Our valuation has therefore ben undertaken on the asumption that the Property was in
satisfactory condition and contains no deleterious materials and it is in sound order and fre from structural faults,
rot, infestation or other defects.
Ground Condition
We have asumed there to be no unidentified adverse ground or soil conditions and that the load bearing qualities
of the site of the Property are suficient to suport the building constructed or to be constructed thereon; and that
the services are suitable for any existing or future development. Our valuation is therefore prepared on the basis
that no extraordinary expenses or delays wil be incured in this respect.
Environmental Isues
We are not environmental specialists and therefore we have not caried out any scientific investigations of sites
or buildings to establish the existence or otherwise of any environmental contamination, nor have we undertaken
searches of public archives to sek evidence of past activities that might identify potential for contamination. In
the absence of apropriate investigations and where there is no aparent reason to suspect the potential of
contamination, our valuation is prepared on the asumption that the Property is unafected. Where contamination
is suspected or confirmed, but an adequate investigation has not ben caried out and made available to us, then
the valuation wil be qualified.
Compliance with Relevant Ordinances and Regulations
We have asumed the Property was constructed, ocupied, and used in ful compliance with, and without
contravention of any ordinance, statutory requirement and notices except only where otherwise stated. We have
further asumed that, for any use of the Property upon which this report is based, any and al required licenses,
permits, certificates, consents, aprovals, and authorisation have ben obtained, expected only where otherwise
stated.
Remarks
In acordance with our standard practice, we must state that this report and valuation is for the use of the party
to whom it is adresed, and no responsibility is acepted to any third party for the whole or any part of its contents.
We do not acept liability to any third party or for any direct or indirect consequential loses or los of profits as a
result of this report.
We have prepared the valuation based on information and data available to us as at the Valuation Date. It must
be recognised changes in policy direction, mortgage requirements, social and international tensions could be
imediate and have sweping impact on the real estate market apart from typical market fluctuation. It should
therefore be noted that any market, policy, geopolitical or social changes or other unexpected incidents after the
Valuation Date may afect the value of the Property.
Curency
Unles otherwise stated, al money amounts stated in our valuations are in Singapore Dolars (S$).
Area Conversion
The area conversion factors in this report are taken as folows:
1 square metre (sq. m.) = 10.7639 square fet (sq. ft.)
We enclose herewith our valuation report.
Yours faithfuly
For and on behalf of
Knight Frank Pety Limited
Jenifer Ip
MRICS RICS Registered Valuer
Senior Director, Valuation & Advisory
Cyrus Fong
FRICS FHKIS MCIREA RPS(GP) RICS Registered Valuer
Executive Director, Head of Valuation & Advisory,
Greater China
Note: Ms Jenifer Ip is a qualified valuer who has about 15 years of extensive experiences in valuation of properties including development
sites, residential, comercial, industrial properties in Hong Kong, Asia Pacific region and Canada for various valuation purposes.
Mr. Cyrus Fong is a qualified valuer who has about 15 years of extensive experiences in valuation of properties including development
sites, residential, comercial, industrial properties in Hong Kong, Asia Pacific region for various valuation purposes.
PROPERTY TO BE SOLD BY THE GROUP
VALUATION
Property Interest
Description and tenure
Particulars of
ocupancy
Market value in
existing state as at
28 May 2025
51 Yishun Central 1
#02-01,
Singapore 768794
(the “Property”)
The Property is bounded by
Yishun Central/Yishun Central 1,
of Yishun Avenue 2,
aproximately 18.5 km from the
City Centre. It is located next to
Northpoint City (North Wing) and
within walking distance to the
Yishun MRT station and Yishun
Bus Interchange.
The Property comprises a 1,477-
seat cineplex (10 cinema hals)
located on the
2nd to 4th storeys
(with a ticketing kiosk on the 1st
storey) of a 4-storey shoping-
cum-entertainment complex (with
3 basement levels) known as
Golden Vilage – Yishun Ten.
As per information provided by the
Company, the Temporary
Ocupation Permit was isued on
25 May 1992 and the Property
was renovated at an aproximate
cost of S$5.0m in 2010.
Acording to the information from
Subsidiary Strata Certificate of
Title from the Singapore Land
Authority, the Strata Flor Area
(SFA) is 8,449.0 sq m (90,944 sq
ft), including acesory lot of 30.0
sq m (323 sq ft).
As of the Valuation
Date, the Property is
operated by the owner.
S$48,000,000
(Singapore Dolars
Forty-Eight Milion
Only)
SUBJECT TO THE
PROPOSED
LEASEBACK
TERMS AND
CONDITIONS FOR
18 MONTHS AND
WITHOUT TAKING
INTO ACOUNT
ANY POTENTIAL
REDEVELOPMENT
SALE VALUE
Property Interest
Description and tenure
Particulars of
ocupancy
Market value in
existing state as at
28 May 2025
Acording to the Subsidiary Strata
Certificate of Title, the tenure is
leasehold 99 years comencing 1
April 1990. As at the Valuation
Date, the balance lease term was
about 63.8 years. Based on
information provided by the
Company, there is no anual land
rent payable.
The Property wil be sold on an
“as-is” basis, subject to the
proposed leaseback terms and
conditions for 18 months and
without taking into acount any
potential redevelopment sale
value.
Notes:
- , which includes two licensed
local valuers holding License Nos AD041-2008950C and AD041-2004449G registered with the Inland
Revenue Authority of Singapore. They bring extensive experience of 20 to 30 years in property valuation
and consultancy in Singapore.
- ,
the registered owner of the Property as at the Valuation Date is Golden Vilage Multiplex Pte. Ltd., a wholy
owned subsidiary of Orange Sky Golden Harvest Entertainment (Holdings) Limited.
- , the Property fals within the “Comercial” zoning.
- :
(i) Mortgage IJ/741293U dated 7 November 2024.
(5) A private title search was made at the Singapore Titles Automated Registration System from Singapore
Land Authority on 21 May 2025. Brief particulars of the title are as folows: –
Legal Description : Strata Lot No. U46662M Acesory Lot No. A1W Mukim 19
Tenure : Leasehold 99 years comencing from 1 April 1990 (Balance of about 63.8 years)
Strata Flor Area : 8,449.0 sq m including acesory lot of 30.0 sq m and void area of 4,594.0 sq m.
- , the Property wil be leased back to Golden Vilage Multiplex
Pte. Ltd. upon the sale of the Property. The leaseback term shal be 18 months from the date of legal
completion of the Sale and Purchase. Reference was made to the Company’s forecasted ticket sales revenue
when determining the monthly leaseback rent. Total ticket sales revenue in 2025 is forecasted at
aproximately S$7,000,000. Hence, the projected ticket sales per month is estimated at aproximately
S$600,000 and the monthly leaseback rent shal be 10% of the operator’s ticket sales, which is estimated to
be about S$60,000 per month.
(7) Our valuation has ben undertaken using apropriate valuation methodology and our profesional judgement.
We have considered various valuation methods in valuing the Property. The Direct Comparison Method and
the Capitalisation Method were adopted as the most apropriate valuation methods for the Property.
- , we have identified and analyzed various relevant sales
transactions of large-sized retail properties within the last 12 months. In Singapore, large-sized retail
properties are generaly recognized by the Urban Redevelopment Authority as being more than 930 sq m or
10,000 sq ft. The main selection criteria are property type, size, and transaction timing. The adopted
comparables are retail properties transacted from June 2024 to January 2025 and demed apropriate and
representative. Due to the lack of recent large-sized retail sales transactions, we have included a sale
transaction of a property of frehold tenure.
| COMPARABLE 1 | COMPARABLE 2 | COMPARABLE 3 | |
|---|---|---|---|
| PROJECT INFORMATION | |||
| Address | 400 Orchard Road #04- 31/32/33/34/35/36 Orchard Towers | 24 Tanah Merah Kechil Link Sceneca Square | 380 to 400, 422 to 484 (even nos) Upper Bukit Timah Road The Rail Mall |
| Type | six strata units at 4th storey | single-storey mall within a shop-cum-apartment development | single-storey retail strip mall |
| Tenure | Freehold | Leasehold 99 years with effect from 1 February 2021 | Leasehold 99 years with effect from 18 March 1947 |
| Effective Floor Area (EFA) (sq. m.) | 1,792.0 | 1,881.0 | 4,634.6 |
| Estimated Year of Completion | 1975 | 2026 | 1995 |
| Contract Date | 01/2025 | 09/2024 | 06/2024 |
| Contract Price S$ | $54,500,000 | $64,000,000 | $78,500,000 |
| Contract Price S$per sq. m. over EFA | $30,413 | $34,024 | $16,938 |
| ADJUSTMENT FACTORS | |||
| Time | Similar to the property | Upward adjustment using URA Property Price Index (Retail) as a guide | Upward adjustment using URA Property Price Index (Retail) as a guide |
| Size | Downward adjustment as subject size is almost double the comparable size | Downward adjustment as subject size is almost double the comparable size | Upward adjustment as subject size is smaller |
| Floor Level | Upward adjustment as comparable is at 4th storey | Downward adjustment as comparable is at 1st storey | Downward adjustment as comparable is at 1st storey |
| Tenure | Downward adjustment as subject tenure is shorter | Downward adjustment as subject tenure is shorter | Upward adjustment as subject tenure is longer |
| Age | Upward adjustment as subject is newer | Downward adjustment as subject is older | Downward adjustment as subject is older |
| Location | Downward adjustment as subject location is inferior to comparable location | Upward adjustment as subject location is superior to comparable location | Downward adjustment as subject location is inferior to comparable location |
| Usage | Downward adjustment as subject is a cineplex | Downward adjustment as subject is a cineplex | Downward adjustment as subject is a cineplex |
| Development | Downward adjustment as subject development is inferior to comparable development | Similar to the property | Downward adjustment as subject development is inferior to comparable development |
| Leaseback deduction for 18 months | Downward adjustment | Downward adjustment | Downward adjustment |
| Total % Adjustments | -57% | -73% | -7% |
| Final Adjusted (S$per sq. m./EFA) | $13,206 | $9,253 | $15,816 |
The sales transactions are shown below:
Source: REALIS/As reported
We have taken into consideration the curent market conditions and adjustments were made, where
apropriate, for diferences in date of sale, size, tenure, location, age/condition, flor level, usage and type
of development, before ariving at the market value of the Property.
The adjusted unit rates of the comparables range from S$9,253 to S$15,816 per sq m over Efective Flor
Area (EFA). We have adopted an equal weightage for each of the comparable to arive at the market value
of the Property of S$49,200,000, which is equivalent to an average unit rate of aproximately S$12,763 per
sq m over the EFA.
- , we have adopted the proposed leaseback gros rent of
about S$60,000 per month or S$15.56 per sq m per month over the EFA, for 18 months. The leaseback rent
acounts for anticipated operating expenses and property tax, resulting in a net income. The net income of
the Property is capitalised for the leaseback term at a yield rate which is apropriate for the type of use, tenure
and reflective of the quality of the investment, based on analysis of yields reflected in the sales of other
property types.
Upon expiry of the leaseback term, the reversionary net income is capitalised at a suitable rate of return
for the balance lease term. The reversionary net income is the balance sum after deducting anticipated
operating expenses, property tax, a percentage for vacancy and bad debts alowances, from the
estimated reversionary gros rent of the Property.
The estimated reversionary gros rent takes into consideration the estimated market gros rent. We have
adopted an estimated reversionary market gros rent of aproximately S$64.58 per sq m per month over
the EFA, which is suported by the rents of similar properties in other locations.
Based on our market research and analysis, we estimate a reasonable capitalisation rate range for the
Property to be betwen 3.75% to 4.25%. This range reflects curent market conditions, the Property’s
location, and its overal performance. For the valuation, a capitalisation rate of 4.00% has ben adopted,
as it is demed apropriate given the Property’s specific characteristics and its position within the broader
market.
The derived value of the Property based on the Capitalisation Method is S$47,400,000 or a unit rate of
S$12,296 per sq m over EFA of 3,855.0 sq m.
(10) Valuation Reconciliation
In asesing Market Value, the apropriate method of asesment is considered to be via reconciliation
betwen the Direct Comparison Method and the Capitalisation Method. Based upon the analysis, a value
of S$48,000,000 (exclusive of GST) has ben adopted, based on equal weighting of Direct Comparison
Method and the Capitalisation Method.
General Terms of Busines V1 Jan 24 1
General Terms of Busines for Valuation Services
Important Notice
If you have any queries relating to this Agrement, please let us know as son as posible and in any event before signing the Terms of
Engagement Leter and/or giving us instructions to proced.
Your instructions to proced (howsoever received, whether oraly or in writing) wil constitute your ofer to purchase our services on the terms
of the Agrement.
Acordingly, our comencement of work pursuant to your instructions shal constitute aceptance of your ofer and as such establish the
contract betwen us on the terms of the Agrement.
These General Terms of Busines for Valuation Services (the “General
Terms”), the General Scope of Valuation Work (the “General Scope of
Work”) and our Terms of Engagement Leter (the “Engagement Leter”)
together form the agrement betwen you and us (the “Agrement”).
References to “you”, “your” etc. are to persons or entities who are our
client and, without prejudice to clauses 3 and 4 below, to any persons
purporting to rely on our Valuation.
Unles the context otherwise requires, al other terms and expresions
used but not defined herein shal have the meaning ascribed to them in the
Engagement Leter.
When used within these General Terms, the General Scope of Work
and/or in the Engagement Leter, the term “Valuation” shal mean any
valuation report, suplementary report or subsequent/update report,
produced pursuant to our engagement and any other replies or information
we produce in respect of any such report and/or any relevant property. Any
words folowing the terms “including”, “in particular” or any similar
expresion shal be construed as ilustrative and shal not limit the sense of
the words preceding those terms.
Al of the terms set out in these General Terms shal survive termination of
the Agrement.
In the event of any inconsistency betwen these General Terms, the
Scope of Work and the Engagement Leter, the order of precedence
should be as folows: (1) the Engagement Leter , (2) the Scope of Work
and (3) these General Terms.
1. Knight Frank
1.1 Knight Frank Pety Limited (“Knight Frank”, “our”, “us”, “we”) is a
company with limited liability incorporated in the Hong Kong Special
Administrative Region (the “HKSAR”).
1.2 Our registered ofice is at 4/F Shui On Centre, 6-8 Harbour Road,
Wanchai, Hong Kong.
1.3 Any representative of Knight Frank described as partner is either a
member or an employe of Knight Frank and is not a partner in a
partnership. The term partner has ben retained because it is an
acepted way of refering to senior profesionals. The term “Knight
Frank Person” shal, when used herein, mean any member,
employe, “partner” or consultant of Knight Frank.
1.4 The details of our profesional indemnity insurance wil be provided
to you on request.
1.5 Knight Frank is registered for regulation in HKSAR by the Royal
Institution of Chartered Surveyors (“RICS”). Any Valuation provided
by us may be subject to monitoring under RICS Valuer Registration.
In acordance with our obligations it may be necesary to disclose
valuation files to the RICS. By instructing us, you give us your
permision to do so. Where posible, we wil give you prior notice
before making any such disclosure, although, this may not always
be posible. We wil use reasonable endeavours to limit the scope
of any such disclosure and to ensure any disclosed documents are
kept confidential.
1.6 Valuations wil be caried out in acordance with the relevant edition
of the Hong Kong Institute of Surveyors (“HKIS”) Valuation
Standards, and/or the RICS valuation standards, the RICS Red
Bok (the “Red Bok”), by valuers who conform to its requirements
and with regard to relevant statutes or regulations.
1.7 As required by the RICS, a copy of our complaints procedure is
available on request. Please contact the relevant Head of
Department if you would like to make a complaint.
1.8 Knight Frank is regulated by the RICS for the provision of surveying
services. This means we agre to uphold the RICS Rules of Conduct
and al other aplicable mandatory profesional practice
requirements of the RICS, which can be found at w.rics.org. As
a RICS regulated firm, we have comited to coperating with the
RICS in ensuring compliance with its standards.
2. Governing law and jurisdiction
2.1 The Agrement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in conection with it or its subject
mater or formation or any Valuation shal be governed by and
construed in acordance with the laws of the HKSAR.
2.2 The courts of the HKSAR shal have exclusive jurisdiction to setle
any dispute or claim (including non-contractual disputes or claims)
arising out of or in conection with this Agrement or its subject
mater or formation or any Valuation. This wil aply wherever the
relevant property or the client, or any relevant third party, is located
or the service is provided.
3. Limitations on liability
3.1 Subject to clause 3.8, our maximum total liability in conection with
or arising out of this Agrement and/or its subject mater and/or the
Valuation is limited to five times our fe as set out in the Engagement
Leter.
3.2 Subject to clause 3.8, we wil not be liable for any los of profits, los
of data, los of chance, los of godwil, or any indirect or
consequential los of any kind.
3.3 Our liability to you shal be reduced to the extent that we prove that
we would have ben able to claim a contribution pursuant to the Civil
Liability (Contribution) Ordinance Cap 377 of the laws of the HKSAR
from one or more of the other profesionals instructed by you in
relation to any relevant property and/or the Purpose (and in each
case if, as a result of an exclusion or limitation of liability in your
agrement with such profesional, the amount of such contribution
would be reduced, our liability to you shal be further reduced by the
amount by which the contribution we would be entitled to claim from
such profesional is reduced).
3.4 Subject to clause 3.8, any limitation on our liability wil aply however
such liability is or would otherwise have ben incured, whether in
contract, tort (including negligence), for breach of statutory duty, or
otherwise.
3.5 Except as set out in clauses 3.6 and 4.7 and 4.8 below, no third party
shal have any right to enforce any of the terms of this Agrement,
General Terms of Busines V1 Jan 24 2
whether under the Contracts (Rights of Third Parties) Ordinance
(Cap 623) or otherwise.
3.6 No claim arising out of or in conection with this Agrement may be
brought against any Knight Frank Person. Those individuals wil not
have a personal duty of care to you or any other person and any
such claim for loses must be brought against Knight Frank. Any
Knight Frank Person may enforce this clause under the Contracts
(Rights of Third Parties) Ordinance (Cap 623) but the terms of this
Agrement may be varied by agrement betwen the client and
Knight Frank at any time without the ned for any Knight Frank
Person to consent.
3.7 No claim, action or procedings arising out of or in conection with
the Agrement and/or any Valuation shal be comenced against
us after the expiry of the earlier of (a) six years from the Valuation
Date (as set-out in the relevant Valuation) or (b) any limitation period
prescribed by law.
3.8 Whether or not specificaly qualified by reference to this clause,
nothing in the Agrement shal exclude or limit our liability in respect
of fraud, or for death or personal injury caused by our negligence or
negligence of those for whom we are responsible, or for any other
liability to the extent that such liability may not be so excluded or
limited as a mater of aplicable law.
4. Purpose, reliance and disclosure
4.1 The Valuation is prepared and provided solely for the stated
purpose. Unles expresly agred by us in writing, it canot be relied
upon, and must not be used, for any other purpose and, subject to
clause 3.8, we wil not be liable for any such use.
4.2 Without prejudice to clause 4.1 above, the Valuation may only be
relied on by our Client. Unles expresly agred by us in writing the
Valuation may not be relied on by any third party and we wil not be
liable for any such purported reliance.
4.3 Subject to clause 4.4 below, the Valuation is confidential to our Client
and must not be disclosed, in whole or in part, to any third party
without our expres writen consent (to be granted or witheld in our
absolute discretion). Subject to clause 3.8, no liability is acepted to
any third party for the whole or any part of any Valuation disclosed in
breach of this clause.
4.4 Notwithstanding any statement to the contrary in the Agrement, you
may disclose documents to the minimum extent required by any
court of competent jurisdiction or any other competent judicial or
governmental body or the laws of the HKSAR.
4.5 Neither the whole nor any part of the Valuation and/or any reference
thereto may be included in any published document, circular or
statement nor published in any way whatsoever whether in hard
copy or electronicaly (including on any website) without our prior
writen consent and aproval of the form and context in which it may
apear.
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the whole nor any part thereof, nor any reference thereto, may be
used in any publication or transaction that may have the efect of
exposing us to liability for actual or aleged violations of the Securities
Act 1933 as amended, the Securities Exchange Act of 1934 as
amended, any state Blue Sky or securities law or similar federal,
state provincial, municipal or local law, regulation or order in either
the United States of America or Canada or any of their respective
teritories or protectorates (the “Relevant Securities Laws”), unles
in each case we give specific writen consent, expresly refering to
the Relevant Securities Laws.
4.7 You agre that we, and/or any Knight Frank Person, may be
ireparably harmed by any breach of the terms of this clause 4 and
that damages may not be an adequate remedy. Acordingly, you
agre that we and/or any Knight Frank Person may be entitled to the
remedies of injunction or specific performance, or any other
equitable relief, for any anticipated or actual breach of this clause.
4.8 You agre to indemnify and kep fuly indemnified us, and each
relevant Knight Frank Person, from and against al liabilities, claims,
costs (including legal and profesional costs), expenses, damages
and loses arising from or in conection with any breach of this
clause 4 and/or from the actions or omisions of any person to whom
you have disclosed (or otherwise caused to be made available) our
Valuation otherwise than in acordance with this clause 4.
4.9 You warant and represent that al information provided to us shal
be acurate, complete and up-to-date and can be relied upon by us
for the purposes of the Agrement and you shal be liable to us or
any other third party for any such information provided by you that is
not acurate, complete or up-to-date.
5. Knight Frank network
5.1 Knight Frank Pety Limited / Knight Frank Aset Apraisal Limited is
a member of an international network of independent firms which
may use the “Knight Frank” name and/or logos as part of their
busines name and operate in jurisdictions outside the HKSAR
(each such firm, an “Asociated Knight Frank Entity”).
5.2 Unles specificaly agred otherwise, in writing, betwen you and us:
(i) no Asociated Knight Frank Entity is our agent or has authority to
enter into any legal relations and/or binding contracts on our behalf;
and (i) we wil not supervise, monitor or be liable for any Asociated
Knight Frank Entity or for the work or actions or omisions of any
Asociated Knight Frank Entity, irespective of whether we
introduced the Asociated Knight Frank Entity to you.
5.3 You are responsible for entering into your own agrement with any
relevant Asociated Knight Frank Entity.
5.4 This document has ben originaly prepared in the English language.
If this document has ben translated and to the extent there is any
ambiguity betwen the English language version of this document
and any translation thereof, the English language version as
prepared by us shal take precedence.
6. Severance
If any provision of the Agrement is invalid, ilegal or unenforceable,
the parties shal negotiate in god faith to amend such provision so
that, as amended, it is legal, valid and enforceable and, to the
greatest extent posible, achieves the intended comercial result of
the original provision. If expres agrement regarding the
modification or meaning or any provision afected by this clause is
not reached, the provision shal be demed modified to the minimum
extent necesary to make it valid, legal and enforceable. If such
modification is not posible, the relevant provision shal be demed
deleted. Any modification to or deletion of a provision under this
clause shal not afect the validity and enforceability of the rest of this
Agrement.
7. Entire agrement
7.1 The Agrement, together with any Valuation produced pursuant to it
(the Agrement and such documents together, the “Contractual
Documents”) constitute the entire agrement betwen you and us
and supersedes and extinguishes al previous agrements,
promises, asurances, waranties, representations and
understandings betwen you and us, whether writen or oral, relating
to its subject mater.
7.2 Subject to clause 3.8 above, you agre that in entering into the
Agrement you do not rely on, and shal have no remedies in respect
of, any statement, representation, asurance or waranty (whether
made inocently or negligently) that is not expresly set out in the
Contractual Documents. You further agre that you shal have no
claim for inocent or negligent misrepresentation based on any
statement set out in the Contractual Documents.
General Terms of Busines V1 Jan 24 3
7.3 The Engagement Leter, the Scope of Work and these General
Terms shal aply to and be incorporated in the contract betwen us
and wil prevail over any inconsistent terms or conditions contained
or refered to in your comunications or publications or which would
otherwise be implied. Your standard terms and conditions (if any)
shal not govern or be incorporated into the contract betwen us.
7.4 Subject to clause 3.8 and clause 6, no adition to, variation of,
exclusion or atempted exclusion of any of the terms of the
Contractual Documents wil be valid or binding unles recorded in
writing and signed by duly authorised representatives on behalf of
the parties.
8. Asignment
You shal not asign, transfer, mortgage, charge, subcontract,
declare a trust over or deal in any other maner with any of the rights
and obligations under the Agrement without our prior writen
consent (such consent to be granted or witheld in our absolute
discretion).
9. Force majeure
Neither party shal be in breach of this Agrement nor liable for delay
in performing, or failure to perform, any of its obligations under this
Agrement if such delay or failure results from events,
circumstances or causes beyond its reasonable control.
10. Our fes
10.1 Without prejudice to clause 10.3 below, you become liable to pay our
fes upon isuance of the Valuation. For the avoidance of doubt,
unles expresly agred otherwise in writing, the payment of our
fes is not conditional on any other events or conditions precedent.
10.2 If any invoice remains unpaid after 30 days of the date on which it is
presented, we reserve the right to charge interest, calculated daily,
from the date when payment was due until payment is made, at 2%
per month.
10.3 If we should find it necesary to use legal representatives or
colection agents to recover monies due, you wil be required to pay
al costs and disbursements so incured.
10.4 If before the Valuation is concluded you end this instruction, we wil
charge abortive fes (calculated on the basis of a proportion of the
total fe by reference to reasonable time and expenses incured),
with a minimum charge of 50% of the ful fe if we have already
inspected the property (or any property, if the instruction relates to
more than one), or with a minimum charge of 80% of the ful fe if
we have already submited draft report.
10.5 If you delay the instruction by more than 30 days or materialy alter
the instruction so that aditional work is required at any stage or if
we are instructed to cary out aditional work that we consider (in our
reasonable opinion) to be either beyond the scope of providing the
Valuation or to have ben requested after we have finalised our
Valuation (including, but not limited to, changing the Valuation Date,
or isuing aditional reports adresed to third parties, etc.), we wil
charge aditional fes for this work. We wil endeavour to agre any
aditional fes with you prior to comencing the work, however,
where this is not posible our hourly rates wil aply. Such aditional
fes wil be calculated on the basis of a proportion of the total fe by
reference to reasonable time and expenses incured.
10.6 Where we agre to acept payment of our fes from a third party,
such fes remain due from you until payment is received by us.
10.7 Any fe paid in advance for our services wil not be held by us as
client’s money pending the completion of our service to you and it
wil not be subject to the RICS Clients’ Money Protection Scheme.
11. Anti-bribery, coruption & Modern Slavery
11.1 We agre that throughout the term of our apointment we shal:
(a) Comply with al aplicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-coruption including but not
limited to the Prevention of Bribery Ordinance (Cap 201), (the
“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would
constitute an ofence under sections 1,2 or 6 of the Bribery Act
2010 if such activity, practice or conduct had ben caried out in
the UK;
(c) maintain anti-bribery and anti-coruption policies to comply with
the Relevant Requirements and any best practice relating
thereto; and
(d) promptly report to you any request or demand for any undue
financial or other advantage of any kind in conection with the
performance of our services to you.
11.2 We take al reasonable steps to ensure that we conduct our busines
in a maner that is consistent with our Human Rights Policy and
comply with aplicable anti-slavery and human traficking laws,
statutes, regulations and codes from time to time in force including
the Modern Slavery Act 2015 of the UK.
12. Data Protection
12.1 For the purposes of this clause “Data Protection Legislation” means
the Personal Data (Privacy) Ordinance (Cap 486) The terms
“Personal Data”, “Data Procesor” and “Data Subject” shal have the
meanings ascribed to them in the Data Protection Legislation.
12.2 You and we shal comply with aplicable requirements of the Data
Protection Legislation.
12.3 Without prejudice to the generality of the foregoing, you wil not
provide us with Personal Data unles the Agrement requires the
use of it, and/or we specificaly request it from you. By transfering
any Personal Data to us you warant and represent that you have
the necesary authority to share it with us and that the relevant Data
Subjects have ben given the necesary information regarding its
sharing and use.
12.4 We may transfer Personal Data you share with us to other
Asociated Knight Frank Entities and/or group undertakings. Some
of these recipients may be located outside of the HKSAR. We wil
only transfer such Personal Data where we have a lawful basis for
doing so and have complied with the specific requirements of the
Data Protection Legislation.
12.5 Ful details of how we use Personal Data can be found in our Privacy
Statement at htp:/w.knightfrank.com/legals/privacy-statement.
General Scope of Valuation Work V1 Jan 24 1
General Scope of Valuation Work
As required by the RICS Valuation – Global Standards (the “Red Bok”) / International Valuation Standards, this General Scope of Valuation
Work describes information we wil rely on, the investigations that we wil undertake, the limits that wil aply to those investigations and the
asumptions we wil make, unles we are provided with or find information to the contrary.
Definitions
“Asumption” is something which it is agred the valuer can reasonably
acept as being true without specific investigation or verification.
“Property” is the interest which we are instructed to value in land including
any buildings or other improvements constructed upon it.
“Valuation” shal mean any valuation report, suplementary report or
subsequent/update report, produced pursuant to this engagement and
any other replies or information we produce in respect of any such report
and/or any relevant property.
1. Property to be valued
1.1 We wil exercise reasonable care and skil (but wil not have an
absolute obligation to you) to ensure that the Property, identified by
the adres provided in your instructions, is the Property inspected
by us and included within our Valuation. If there is ambiguity as to
the Property adres, or the extent of the Property to be valued, this
should be drawn to our atention in your instructions or imediately
upon receipt of our Valuation.
1.2 We wil rely upon information provided by you, your representative(s)
or your legal advisers relating to the Property to be valued, including
any tenancies, sub-tenancies or other third-party interests. Any
information on title and tenure we are provided with by a third party
during the course of our investigations wil be sumarised in our
Valuation but wil be subject to verification by your legal advisers.
We wil not search the original documents to verify ownership or to
verify any lease amendments that may not apear on the copies
handed to us. We wil not make or comision any investigations
to verify any of this information. In particular, we wil not investigate
or verify that :
(a) al title information relied upon and refered to in our Valuation is
complete and corect,
(b) al documentation is satisfactorily drawn,
(c) there are no undisclosed onerous conditions or restrictions that
could impact on the marketability of the Property valued, and
(d) there is no material litigation pending, relating to the Property
valued.
For Hong Kong Properties
Prior to preparing our report, unles you or your representative(s)
provide land search information to us, a search wil normaly be
made in the Land Registry to retrieve details of the Government
Lease and any encumbrances registered against it. Information so
obtained wil be interpreted and analysed with as much care as
posible, but you should always arange for your own legal advisers
to check this information prior to entering into any comitment as a
result of our report.
For Macau Properties
Whilst we may cause search in the Conservatória do Registo Predial
(the Property Registry of Macau) to retrieve relevant information /
encumbrances in Chinese registered against the Property, we
largely rely on the copies provided by you or your representative(s),
in English or Chinese. We do not undertake to require sight of the
original documents etc nor to verify the corectnes of any
information suplied to us, including their translations.
For PRC or Overseas Properties
We normaly base our work on information suplied to us only,
acept such information at its face value, and do not undertake to
require sight of the original documents etc. Nor do we verify the
corectnes of any information suplied to us, whether in writing or
verbaly, by you or by your representative(s) or by any (or any
aparent) ocupier of the property or contained in the copy of the
documents.
1.3 Where we provide a plan of the Property in our Valuation, this is for
identification only. While the plan reflects our understanding based
on the information provided to us, it must not be relied upon to define
boundaries, title or easements.
1.4 Our Valuation wil include those items of plant and machinery
normaly considered to be part of the service instalations to a
building and which would normaly pas with the Property on a sale
or leting. We wil exclude al other items of proces plant,
machinery, trade fixtures and equipment, chatels, vehicles, stock
and lose tols, and any tenant’s fixtures and fitings.
1.5 Unles agred otherwise in writing, we wil neither investigate nor
include in our Valuation any unproven or unquantified mineral
deposits, feled timber, airspace or any other mater which may or
may not be found to be part of the Property but which would not be
known to a buyer or seler on the valuation date.
1.6 Unles agred otherwise, our Valuation wil make the Asumption
that al parts of the Property ocupied by the curent owner on the
valuation date would be transfered with vacant posesion and any
tenancies, sub-tenancies or other third party interests existing on the
valuation date wil continue.
1.7 Where requested legal title and tenancy information is not provided
in ful, in the absence of any information provided to the contrary, our
Valuation wil make the Asumption that the subject Property has
god title and is fre from any onerous restrictions and/or
encumbrances or any such mater which would diminish its value.
2. Portfolios
2.1 Where instructed to value a portfolio of properties, unles specificaly
agred with you otherwise, we wil value each Property separately
on the basis that it is ofered individualy to the market.
3. Building specification and condition
3.1 We wil note the general condition of any building and any building
defect brought to our atention and reflect this in our Valuation. We
wil not undertake a detailed investigation of the materials or
methods of construction or of the condition of any specific building
element. We wil not test or comision a test of service
instalations. Unles we become aware during our normal
investigations of anything to the contrary and mention this in our
Valuation, our Valuation wil , make the Asumption that:
(a) any building is in a condition comensurate with its age, use
and design and is fre from significant defect,
(b) no construction materials have ben used that are deleterious,
or likely to give rise to structural defects,
(c) no potentialy hazardous or harmful materials are present,
including asbestos,
(d) al relevant statutory requirements relating to use, construction
and fire safety have ben complied with,
General Scope of Valuation Work V1 Jan 24 2
(e) any building services, together with any asociated computer
hardware and software, are fuly operational and fre from
impending breakdown or malfunction, and
(f) the suply to the building of electricity, data cable network and
water, are suficient for the stated use and ocupancy.
3.2 If you require information on the structure or condition of any
building, our specialist building surveyors can provide a suitable
report as a separate service.
4. Environment and sustainability
4.1 Our Valuation wil reflect the market’s perception of the
environmental performance of the Property and any identified
environmental risks as at the valuation date. This may include
reflecting information you provide to us that has ben prepared by
suitably qualified consultants on compliance of existing or proposed
buildings with recognised sustainability metrics. Where apropriate,
we wil research any frely available information isued by public
bodies on the sustainability metrics of existing buildings.
4.2 As part of our valuation service, we wil not advise on the extent to
which the Property complies with any other Environmental, Social or
Governance (ESG) metrics or to what extent the building, structure,
technical services, ground conditions, wil be impacted by future
climate change events, such as extreme weather, or legislation
aimed at mitigating the impact of such events. If required, KF may
be able to advise on ESG considerations and their long-term impact
on a Property as a separate service.
5. Ground conditions and contamination
5.1 We may rely on any information you provide to us about the findings
and conclusions of any specialist investigations into ground
conditions or any contamination that may afect the Property.
Otherwise our investigations wil be limited to research of frely
available information isued by Government Agencies and other
public bodies for flod risk, recorded mining activity and radon. We
wil also record any comon sources or indicators of potential
contamination observed during our inspection.
5.2 Unles specificaly instructed by you to do so, we wil not comision
specialist investigations into past or present uses either of the
Property or any neighbouring property to establish whether there is
contamination or potential for contamination, or any other potential
environmental risk. Neither wil we be able to advise on any remedial
or preventive measures.
5.3 We wil coment on our findings and any other information in our
posesion or discovered during our investigations in our Valuation.
5.4 Unles we become aware of anything to the contrary and mention
this in our Valuation, for each Property valued our Valuation wil
make the Asumption that:
(a) the site is physicaly capable of development or redevelopment,
when apropriate, and that no extraordinary costs wil be
incured in providing foundations and infrastructure,
(b) there are no archaeological remains on or under the land which
could adversely impact on value,
(c) the Property is not adversely afected by any form of polution or
contamination,
(d) there is no abnormal risk of floding,
(e) there are no high voltage overhead cables or large electrical
suply equipment afecting the Property,
(f) the Property does not have levels of radon gas that wil require
mitigation work,
(g) there are no invasive species present at the Property or within
close proximity to the Property, and
(h) there are no protected species which could adversely afect the
use of the Property.
6. Planing and highway enquiries
6.1 We may research frely available information on planing history
and relevant curent policies or proposals relating to any Property
being valued using the apropriate local authority website. We wil
not comision a formal local search. Our Valuation wil make the
Asumption that any information obtained wil be corect, but our
findings should not be relied on for any contractual purpose.
6.2 Unles we obtain information to the contrary, Our Valuation wil
make the Asumption that:
(a) the use to which the Property is put is lawful and that there is no
pending enforcement action, and
(b) there are no local authority proposals that might involve the use
of compulsory purchase powers or otherwise directly afect the
Property.
6.3 We do not undertake searches to establish whether any road or
pathways providing aces to the Property are publicly adopted.
Unles we receive information to the contrary or have other reason
to suspect an adjoining road or other aces route is not adopted,
our Valuation wil make the Asumption that al such routes are
publicly adopted.
7. Other statutory and regulatory requirements
7.1 A property owner or ocupier may be subject to statutory regulations
depending on their use. Depending on how a particular owner or
ocupier uses a building, the aplicable regulations may require
alterations to be made to buildings. Our valuation service does not
include identifying or otherwise advising on works that may be
required by a specific user in order to comply with any regulations
aplicable to the curent or a proposed use of the Property. Unles
it is clear that similar alterations would be required by most
prospective buyers in the market for a property, our Valuation wil
make the Asumption that no work would be required by a
prospective owner or ocupier to comply with regulatory
requirements relating to their intended use.
7.2 We wil not investigate or coment on licences or permits that may
be required by the curent or any potential users of the Property
relating to their use or ocupation.
8. Measurements
8.1 Where building flor areas are required for our Valuation, unles we
have agred to rely on flor areas provided by you or a third party,
we wil take measurements and calculate the apropriate flor areas
for buildings in acordance with the curent Hong Kong Institute of
Surveyors (“HKIS”) Code of Measuring Practice or Royal Institution
of Chartered Surveyors (“RICS”) Property Measurement
Profesional Standard. These measurements wil be quoted to a
reasonable aproximation, with reference to their source or taken by
us from scaled drawings provided to us. The flor areas wil be within
a tolerance that is apropriate having regard to the circumstances
and purpose of the valuation instruction.
8.2 Where required, any site areas wil be quoted from plans or other
sources available to us.
9. Investment properties
9.1 Where the Property valued is subject to a tenancy or tenancies, we
wil have regard to the market’s likely perception of the financial
status and reliability of tenants in ariving at our valuation. We wil
not undertake detailed investigations into the financial standing of
any tenant. Unles advised by you to the contrary, our Valuation wil
be based on the Asumption that there are no material rent arears
or breaches of other lease obligations. We wil further asume that
the tenants wil continue to ocupy the premises and comply with the
General Scope of Valuation Work V1 Jan 24 3
conditions of the tenancies until the expiry of the existing tenancy
terms.
10. Development properties
10.1 If we are instructed to value Property for which development,
redevelopment or substantial refurbishment is proposed or in
progres, we strongly recomend that you suply us with build cost
and other relevant information prepared by a suitably qualified
construction cost profesional, such as a quantity surveyor. We
shal be entitled to rely on such information in preparing our
valuation. If a profesional estimate of build costs is not made
available, we wil rely on published build cost data but this must be
recognised as being les reliable as it canot acount for variations
in site conditions and design. This is particularly true for
refurbishment work or energy eficiency and environmental
upgrades. In the absence of a profesionaly produced cost
estimate for the specific project, we may ned to qualify our report
and the reliance that can be placed on our valuation.
10.2 For Property in the course of development, we wil reflect the stage
reached in construction and the costs remaining to be spent at the
date of valuation. We wil have regard to the contractual liabilities of
the parties involved in the development and any cost estimates that
have ben prepared by the profesional advisers to the project. For
recently completed developments we wil take no acount of any
retentions, nor wil we make alowance for any outstanding
development costs, fes, or other expenditure for which there may
be a liability.
10.3 We wil asume that the property valued wil be constructed,
ocupied and used in ful compliance with, and without contravention
of any Ordinances, statutory requirements and notices, except only
where otherwise stated. We wil further asume that, for any use of
the property upon which the report is based, any and al required
licences, permits, certificates, consents, aprovals and
authorisations have ben or wil be obtained, except only where
stated otherwise.
11. VAT, taxation and costs
11.1 The reported valuation wil be our estimate of the price that would be
agred with no adjustment made for costs that would be incured by
the parties in any transaction, including any liability for VAT, stamp
duty or other taxes. It is also gros of any mortgage or similar
financial encumbrance.
12. Property insurance
12.1 Except to the limited extent provided in clause 3 and clause 4 above,
we do not investigate or coment on how potential risks would be
viewed by the insurance market. Our Valuation wil be on the
Asumption that each Property would, in al respects, be insurable
against al usual risks including fire, terorism, ground instability,
extreme weather events, floding and rising water table at normal,
comercialy aceptable premiums.
13. Reinstatement cost estimates
13.1 We can only acept a request to provide a building reinstatement
cost estimate for insurance purposes alongside our Valuation of the
Property interest on the folowing conditions:
(a) the asesment provided is indicative, without liability and only
for comparison with the curent sum insured, and
(b) the building is not specialised or listed as being of architectural
or historic importance.
13.2 Otherwise we can provide an asesment of the rebuilding cost by
our specialist building surveyors as a separate service.
14. Legal advice
14.1 We are apointed to provide valuation opinion(s) in acordance with
our profesional duties as valuation surveyors. The scope of our
service is limited acordingly. We are not qualified legal practitioners
and we do not provide legal advice. Unles instructed to the
contrary, we wil not read title or lease documentation and wil make
the Asumption that sumary tenure and tenancy information
provided is acurate and includes al material factors that could
impact value. If we indicate what we consider the efect of any
provision in the Property’s title documents, leases or other legal
requirements may have on value, we strongly recomend that this
be reviewed by a qualified lawyer before you take any action relying
on our valuation.
15. Loan security
15.1 If we are requested to coment on the suitability of the Property as
a loan security, we are only able to coment on any risk to the
reported value that is inherent in either its physical atributes or the
interest valued. We wil not coment on the degre and adequacy
of capital and income cover for an existing or proposed loan or on
the borower’s ability to service payments.