C
Provisional Sale and Purchase Agreement
Signed on _28 Feb 2023_
1.
Seller: xxxxxx
Address: XXXXX, Kowloon
Identity Card No.:
2.
xxxxx
Buyer: xxxxxx
Address: 5xxxxxx
Driving License: xxxxxx
3.
Property : xxxxxx, HONG KONG. This property is a residential property
within the meaning of Section 29A(1) of the <<Stamp Duty Ordinance>>.
4.
Agreement
Seller agrees to sell the Property in accordance with the terms of
this Agreement, and Buyer agrees to purchase the Property in accordance
with the terms of this Agreement.
5.
Purchase price
HK$ 45,000,000.
6.
Payment Terms
2
The buyer shall 
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(a) Pay the first deposit of HKD 500,000 to the seller upon signing
this agreement.
(b)
Another deposit of HK$ 4,000,000 shall be paid to the seller on
or before 14 Mar 2023.
(c)
Pay the balance of the purchase price to the Seller upon
completion of the transaction.
Any deposit or partial payment in excess of 10% of the purchase price
shall be payable to Seller's solicitors, who shall be held in escrow
until the buyer verifies or is deemed to have verified pursuant to the
terms of this agreement that the seller's title to the property.
Payments under paragraphs (b) and (c) shall be made by bank transfer,
cashier's order or solicitor's check issued by a licensed bank
operating in the Hong Kong Special Administrative Region.
The seller confirms receipt of the buyer's check in HK$ 500,000.
7.
Formal agreement
Agreement is intended to be replaced by the following formal agreement:
A formal sale and purchase agreement signed by the buyer and seller on
or before 14 Mar 2023.
If the buyer and seller fail to reach an agreement on the terms of the
formal agreement, both parties shall continue to be bound by this
agreement, except as otherwise provided in Clause 18.
8.
Completion Date
On or before 28 May 2023.
9.
Possession / Lease
(Transfer) upon completion of the transaction.
This property is being sold in connection with, subject to, and with
the benefit of, the lease agreement described below. The details of
the tenancy agreement are briefly set out as follows:-
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Tenant: ___NIL___________________
Lease Period: ___NIL_____________
Monthly rent: ___NIL_____________
10.
Installations and household objects
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The Purchase Price includes the items listed in Schedule 1 to this
Agreement. The items are free from any mortgage, charge, lien, hire
purchase or conditional sale agreement.
11.
Mortgage / Charge
This property is being sold free from any mortgage or charge.
12.
Illegal structures
The seller is not aware of any illegal or unauthorized structures
erected on the property, unless the seller has disclosed to the buyer.
13.
Notification
The Vendor is not aware of any notice given: -
14.
(a)
repossession or compulsory acquisition of the Property; or
(b)
require the seller to carry out any construction work on the
property, or require the seller to contribute to the outstanding
deficit in the management accounts, or require the seller to
contribute to the cost of the construction work not completed in
accordance with the regulations.
Insurance
The property is at the seller's risk until a formal agreement is
signed.
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If there is substantially damaged or destroyed by fire or other
insurable event, or by the negligence or willful act of Seller, Buyer
may, at his option, terminate this Agreement and recover all deposits
paid to Seller.
15.
Time
The time-related provisions of this agreement must be strictly
followed.
The obligations under this agreement must be performed by 5:00 p.m.
if they are required to be performed on Monday to Friday, and by 1:00
p.m. if they are required to be performed on Saturdays.
All obligations to be performed on Sundays, public holidays or on
days when Strong Wind Signal No. 8 or higher or Black Rainstorm
Warning are hoisted shall be postponed to the next working day.
16.
Legal Fees and Stamp Duty
Both the buyer and seller are responsible for their own legal costs.
The buyer shall pay stamp duty on this agreement, subsequent formal
agreements or assignments. 5
17.
IMPLIED TERMS
This Agreement shall incorporate the terms and conditions set out in
the Second Schedule to the Conveyancing and Property Ordinance, except
to the extent that they conflict with the express terms of this
Agreement.
18.
Right of withdrawal of buyer and seller
At any time on or before the date of signing the formal sale and
purchase agreement pursuant to Article 7, either party may revoke this
agreement by giving written notice to the other party.
The Buyer may cancel this Agreement only if the Buyer must accompany
the notice of revocation with (i) a stamped copy of this Agreement to
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provide evidence of payment of the stamp duty payable under this
Agreement; or (ii) A [promissory note] made payable to the seller or
the Government of the Hong Kong Special Administrative Region for an
amount equal to the amount of stamp duty payable on this agreement.
If the buyer cancels this agreement, the first deposit paid will be
forfeited by the seller.
If the Seller revokes this Agreement, then at the time of revocation:
(i)
refund the buyer's initial deposit to the buyer;
(ii)
pay the Buyer an equivalent amount as compensation; and
(iii) pay the stamp duty payable on this agreement, or reimburse the
buyer for the stamp duty already paid on this agreement.
Notwithstanding the provisions of Clause 7, upon rescission of this
Agreement by either Buyer or Seller, this Agreement shall be rescinded
and neither party shall be required to make other remedies other than
those set forth above.
______________________
Seller
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___________________
Buyer
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Note :
1.
Detailed information on the unit, parking space, any roof or the roof
of the unit should be filled in.
2
In order to ensure that the deposit can be fully forfeited in case of
default by the buyer, the deposit amount should not exceed 10% of the
purchase price. Any payment exceeding 10% of the purchase price shall
be indicated in the agreement as part of the purchase price.
3
The property sold includes the fixed fixtures of the property, such as
cupboards and wardrobes built into the wall, and these items do not
need to be specifically listed on the list of fixtures.
If the purchase price includes other items such as window airconditioners and lighting fixtures, etc., they must be specifically
stated.
4
It should be noted that illegal or unapproved structures on a property
can constitute a disadvantage to the seller in terms of title and / or
can make it difficult for the buyer to obtain bank financing for the
purchase of the property.
5
Notwithstanding this provision, legally both the buyer and the seller
have a joint legal responsibility to pay the Hong Kong Special
Administrative Region government the stamp duty payable under this
agreement.
The seller should consider collecting a sufficient down payment to
cover this potential legal liability in the event of the buyer's
default.
6
The Law Society of Hong Kong has published booklets on buying and
selling properties in the Hong Kong Special Administrative Region,
which are available free of charge. The address of the association is
3/F, Wing On Group Building, 71 Des Voeux Road Central, Hong Kong.
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