Appendix Vi Property Valuation of the Target Group
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP The following is the text of a letter, summary of valuations and valuation certificates prepared for the purpose of incorporation in this Circular received from DTZ Debenham Tie Leung Limited, independent property valuer, in connection with its opinion of market values of the property interests held by the Target Group in Singapore as at 31 March 2015. 16th Floor Jardine House 1 Connaught Place Central Hong Kong [.] 2015 The Directors CNQC International Holdings Limited Unit 601, 6/F, Exchange Tower 33 Wang Chiu Road Kowloon Bay Hong Kong Dear Sirs, Instructions, Purpose and Valuation Date We refer to the instructions from you (the ‘‘Company’’) for us to carry out market valuations of the property interests held by the Target Group as defined in the circular of the Company of [.] 2015, in the Republic of Singapore (‘‘Singapore’’) (as more particularly described in the attached valuation certificates). We confirm that we have carried out inspections, made relevant enquiries and searchesandobtainedsuchfurtherinformationaswe consider necessary for the purpose of providing you with our opinion of the values of the property interests as at 31 March 2015 (the ‘‘Valuation Date’’). Basis of Valuation Our valuation of each of the property interests represents its market value which in accordance with The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors is defined as ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion’’. – VI-1 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP Valuation Basis and Assumptions Our valuation of each of the property interests excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value. In the course of our valuation of each of the property interests held by the Target Group in Singapore, information regarding tenure, site area and ownership is obtained from our searches carried out at the Singapore Land Authority. No allowance has been made in our valuations for any charges, mortgages or amounts owing on the property interests nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values. In valuing the property interests, we have complied with the requirements set out in Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards (2012 Edition) published by the Hong Kong Institute of Surveyors. Method of Valuation In respect of the property interests which are held by the Target Group under development in Singapore, our valuations are carried out on the basis that each of the property interests will be developed and completed in accordance with the Target Group’s latest development proposals provided to us. We have assumed that all consents, approvals and licenses from relevant government authorities for the development proposals have been obtained without onerous conditions or delays. We have also assumed that the design and construction of the developments are in compliance with the local planning and other relevant regulations and have been or will be approved by the relevant authorities. In arriving at our valuations, we have adopted the Direct Comparison Method by making reference to comparable sales evidence as available in the relevant market and have also taken into account the expended construction costs as well as the costs that will be expended to complete the proposed developments. The capital values when completed represent our opinion of the aggregate values of the developments assuming they were completed at the Valuation Date. According to the Company, the potential tax liabilities which would arise on the sale of the property interests held by the Target Group comprise mainly Singapore income tax calculated based on profit before tax of the respective property development entities which primarily represent the sales proceeds minus the development costs, selling and administrative expenses and finance costs. The exact amount of income tax payable upon realization of the development properties will be subject to the formal tax advice to be issued by the relevant tax authorities. Assuming that the sales proceeds equal to the aggregate market values disclosed in this valuation report and only development costs are taken into consideration, the potential tax liability arising from the sale of these development properties would be approximately SGD53,000,000. – VI-2 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP Source of Information We have relied to a very considerable extent on the information given by the Company and the Target Group and have accepted advice given to us on such matters as planning approvals, statutory notices, proposed Gross Floor Area (GFA) and Saleable Floor Areas (SFA), number of units, development schemes, development time schedules, construction costs, pre-sale details, interest attributable to the Target Group and all other relevant matters. No on- site measurement has been carried out. Dimensions, measurements and areas included in the valuation certificate are based on the information provided to us and are therefore only approximations. We have no reason to doubt the truth and accuracy of the information – VI-2.1 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP provided to us by the Company and the Target Group which is material to the valuations. We were also advised by the Company that no material facts have been omitted from the information provided. Title Investigation As the strata certificate of titles have not been issued to individual units at this juncture, no further searches have been carried out for any mortgages, charges and caveats lodged against the subject properties. Site Inspection Two valuers ranked assistant manager from our Singapore office have inspected the sites in March 2015. We have not carried out any soil investigations to determine the suitability of the soil conditions and the services etc. for any development. Our valuations are prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. As the properties are under construction and no strata certificate of titles have been issued, we have assumed that the areas shown on the documents handed to us are correct. No on site measurements have been carried out. Currency Unless otherwise stated, all sums stated in our valuation certificates are in Singapore Dollar (‘‘SGD’’) which is the official currency in Singapore. We enclose herewith a summary of valuations and our valuation certificates. Yours faithfully, For and on behalf of DTZ Debenham Tie Leung Limited K. B. Wong Senior Director, Valuation & Advisory Services MHKIS, RPS(GP) Notes: Mr. K B Wong is a Registered Professional Surveyor (General Practice) who has over 30 years property valuation experience in Hong Kong and in other Asian countries. The valuation of the properties in Singapore were undertaken by Mr. K.B. Wong in collaboration with Ms. Poh Kwee Eng of our Singapore office. Ms. Poh is a Registered Professional Surveyor and a Fellow Member of The Singapore Institute of Surveyors and Valuers who has more than 30 years of experience in valuating properties in Singapore. She is an executive director and head of valuation of DTZ Singapore office. – VI-3 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP SUMMARY OF VALUATIONS Property interests held by the Target Group under development in Singapore Market value in existing state Market value Interest attributable in existing attributable to the Target state as at the to the Group as at Valuation Target the Valuation Property Date Group Date SGD % SGD 1. RiverSound Residence 541,000,000 72 389,520,000 2. River Isles 539,700,000 85 458,745,000 3. WaterBay 285,800,000 85 242,930,000 4. Ecopolitan 373,200,000 85 317,220,000 5. Bellewoods 316,700,000 65 205,855,000 6. Bellewaters 372,300,000 63 234,549,000 7. Land Parcel at Sembawang Road/ 217,000,000 72 156,240,000 Canberra Link 8. West Star 48,200,000 30 14,460,000 Total: 2,693,900,000 2,019,519,000 – VI-4 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. APPENDIX VI PROPERTY VALUATION OF THE TARGET GROUP VALUATION CERTIFICATE Property interests held by the Target Group under development in Singapore Market value in Particulars of existing state as at Property Description and tenure Occupancy 31 March 2015 1.