Common use of Management Records and Accounts Clause in Contracts

Management Records and Accounts. 1. The Manager may change the financial year once only in every five years (unless otherwise approved by the Owners' Committee (if any)) by giving 3 months' notice in writing in advance to the Owners. (a) All monies and deposits collected by the Manager in the exercise of its powers and duties hereunder shall unless otherwise authorized by the Owners' Committee be held by the Manager on trust for and on behalf of all the Owners and be paid into an interest-bearing bank account at a licensed bank within the meaning of section 2 of the Banking Ordinance (Cap. 155), the title of which shall refer to the management of the Land and the Development and shall only be used for the good and efficient management of the Land and the Development (save and except that the Manager may retain or pay into a current account a reasonable amount to cover expenditure of a minor nature as is from time to time determined by a resolution of the Owners’ Committee (if any) and in such amount and subject to such conditions as may be approved by a resolution of the Owners’ Committee (if any)). (b) Without prejudice to the generality of Clause (2)(a) of this Subsection above if there is an Owners’ Corporation, the Manager shall open and maintain one or more segregated interest-bearing accounts within the meaning of Section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which shall refer to the management of the Land and the Development, each of which shall be designated as a trust account or client account, for holding money received by the Manager from or on behalf of the Owners’ Corporation in respect of the management of the Development. The Manager shall display a document showing evidence of any account opened and maintained under Clause 2(a) of this Subsection above or this sub-clause in a prominent place in the Development. Subject to Clause 2(a) of this Subsection above, the Manager shall without delay pay all money received by the Manager in respect of the management of the Development into the account opened and maintained under Clause 2(a) of this Subsection above or, if there is an Owners’ Corporation, the account or accounts opened and maintained under this sub-clause. 3. The Manager shall keep true and proper books or records of account and other financial records of all monies received or expended in the exercise of its powers and duties hereunder and shall keep all bills, invoices, receipts and other documents referred to in those books and records for at least 6 years. 4. Within 1 month after each consecutive period of 3 months, or such shorter period as the Manager may select, the Manager shall prepare a detailed summary of the income and expenditure and balance sheet in respect of its management of the Land and the Development within that period and shall exhibit the same in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive days. 5. Within 2 months after the close of each financial year, the Manager shall prepare annual accounts comprising income and expenditure accounts and balance sheet in respect of the preceding financial year, display a copy of the income and expenditure account and balance sheet in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive days. Such accounts shall be audited by Auditors appointed by the Manager provided always that prior to the formation of the Owners’ Corporation the Owners at an Owners’ meeting convened under this Deed shall have power to require such annual accounts to be audited by an independent auditor of their choice. Each annual account shall include details of the Special Fund required by Clause 10 of Subsection D of this Section and an estimate of the time when there will be a need to draw on the Special Fund, and the amount of money that will be then needed. 6. The Manager shall upon written request and upon the payment of a reasonable copying charge send to each Owner a copy of any books or records of account at any time after the same shall have been prepared as herein provided provided that all charges collected hereunder shall be credited to the Special Fund. 7. The Manager shall upon reasonable notice permit the Owners to inspect the books or records of account and any of the accounts prepared pursuant hereto and to take extracts therefrom. 8. The Manager shall have power to appoint a firm of Certified Public Accountants to audit the accounts and records of the Manager concerning the management of the Development and to certify the annual accounts prepared in accordance with the foregoing clauses and the accountant's fees shall be part of the management expenditure. The Manager shall further have power to replace such firm and to appoint another firm in their place as it may deem necessary from time to time provided that the Owners' Committee or the Owners at a meeting of the Owners may choose to appoint an auditor of their choice from time to time. If there is an Owners' Corporation and the Owners' Corporation decides, by a resolution of the Owners that any income and expenditure account and balance sheet should be audited by an accountant or by some other independent auditor as may be specified in the resolution, the Manager shall without delay arrange for such an audit to be carried out by that person. (a) Subject to sub-clause (b) of this clause 9, if the Manager’s appointment ends for any reason, he shall, as soon as practicable after his appointment ends, and in any event within 14 days of the date his appointment ends, deliver to the Owners’ Committee (if any) or the manager appointed in his place any movable property in respect of the control, management and administration of the Development that is under his control or in his custody or possession, and that belongs to the Owners’ Corporation (if any) or the Owners. (b) If the Manager's appointment ends for any reason, he shall within 2 months of the date his appointment ends: (i) prepare: (1) an income and expenditure account for the period beginning with the commencement of the financial year in which his appointment ends and ending on the date his appointment ends; and (2) a balance sheet as at the date his appointment ends, and shall arrange for that account and balance sheet to be audited by an accountant or by some other independent auditor specified in a resolution of the Owners' Committee (if any) or, in the absence of any such specification, by such accountant or other independent auditor as may be chosen by the Manager; and (ii) deliver to the Owners' Committee (if any) or the manager appointed in his place any books or records of account, papers, documents, plans and other records which are required for the purpose of the preceding sub- clause (b)(i) of this clause 9 and have not been delivered under sub-clause (a) of this clause 9.

Management Records and Accounts. 1. The financial year for the purpose of management of the Development shall commence from the date of this Deed and shall terminate on the 31st day of December of that year or of the following year (whichever shall first applicable) but thereafter the financial year shall commence on the 1st day of January and shall terminate on the 31st day of December of the following year PROVIDED ALWAYS THAT the Manager may shall have the right to change the financial year upon giving 6 months' notice in writing to the Owners but only once only in every five years except with the prior approval of the Owners' Committee (if formed). 2. The Manager shall be deemed to be a trustee for and on behalf of the Owners in respect of all monies and deposits received on their behalf and unless otherwise approved authorised by the Owners' Committee (if any)formed) by giving 3 months' notice must pay these monies into a specially designated interest bearing account (whenever the same is available) in writing in advance to respect of the Owners. (a) All monies and deposits collected by the Manager in the exercise of its powers and duties hereunder shall unless otherwise authorized by the Owners' Committee be held by the Manager on trust for and on behalf of all the Owners and be paid into an interest-bearing bank account Development at a licensed bank within the meaning of section 2 of the Banking Ordinance (Capbank. 155), the title of which shall refer to the management of the Land and the Development and shall only be used for the good and efficient management of the Land and the Development (save and except that the The Manager may retain or pay into a current account a reasonable amount to cover day-to-day expenditure of a minor nature but that amount shall not exceed such figure as is determined from time to time determined by a resolution of the Owners’ ' Committee (if any) formed). The retention of such a reasonable amount of money and in such amount and any other arrangement for dealing with money received by the Manager shall be subject to such conditions as may be approved by a resolution of the Owners’ ' Committee (if anyformed)). (b) Without prejudice to the generality of Clause (2)(a) of this Subsection above if there is an Owners’ Corporation, the Manager shall open and maintain one or more segregated interest-bearing accounts within the meaning of Section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which shall refer to the management of the Land and the Development, each of which shall be designated as a trust account or client account, for holding money received by the Manager from or on behalf of the Owners’ Corporation in respect of the management of the Development. The Manager shall display a document showing evidence of any account opened and maintained under Clause 2(a) of this Subsection above or this sub-clause in a prominent place in the Development. Subject to Clause 2(a) of this Subsection above, the Manager shall without delay pay all money received by the Manager in respect of the management of the Development into the account opened and maintained under Clause 2(a) of this Subsection above or, if there is an Owners’ Corporation, the account or accounts opened and maintained under this sub-clause. 3. The Manager shall keep a true and proper books or records of account and other financial records accounts of all monies received or expended in the exercise of its powers and duties hereunder and shall keep all expenditure thereof. All bills, invoices, vouchers, receipts and other documents referred to in those books these records and records accounts shall be kept for at least 6 years. 4. Within 1 month after each consecutive period of 3 months, months or such shorter period as the Manager may select, the Manager shall prepare a detailed summary of the income and expenditure and balance sheet in respect of its management of the Land and the Development within that period and shall exhibit the same display a copy of it in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive daysDevelopment. 5. Within 2 months after the close end of each financial year, year the Manager shall prepare annual accounts comprising income and expenditure accounts and balance sheet in respect for that year which accounts will contain a set of accounts for the entire management of the preceding financial year, display a copy of the income Lot and expenditure account and balance sheet in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive days. Such accounts shall will be audited by Auditors and certified by, subject to Clause 8 of this Sub-Section, an independent auditor appointed by the Manager provided always that prior to the formation of the Owners’ Corporation the Owners at an Owners’ meeting convened under this Deed shall have power to require such annual accounts to be audited by Annual General Meeting as providing an independent auditor accurate summary of their choice. Each annual account shall include details all items of the Special Fund required by Clause 10 of Subsection D of this Section income and an estimate of the time when there will be a need to draw on the Special Fund, and the amount of money expenditure during that will be then neededpreceding financial year. 6. The Owners shall have the right to inspect the annual accounts and balance sheet prepared by the Manager shall upon written request aforesaid and upon the to take copies on payment of a reasonable copying charge send to each Owner a copy of any books or records of account at any time after the same shall have been prepared as herein provided provided that all charges collected hereunder shall be credited upon reasonable notice to the Special FundManager. 7. The Manager shall upon reasonable notice permit have the power to revise the annual budget at any time as hereinbefore provided. In the event that the annual budgets are revised the Manager shall prepare and send to the Owners thereby affected a revised Manager's statement showing the revised figures for the then current year and the revised monthly contributions to inspect be made by each Owner in the books or records of account and any then remaining part of the accounts prepared pursuant hereto and to take extracts therefromthen current financial year. 8. The If no auditor has been appointed by the Owners pursuant to Clause 5 of this Sub-Section the Manager shall have power to appoint a firm of Certified certified Public Accountants to audit and certify the accounts and records of the Manager concerning the management of the Development and referred to certify the annual accounts prepared in accordance with the foregoing clauses and the accountant's fees shall be part of the management expenditure. The Manager shall further have power to replace such firm and to appoint another firm in their place as it may deem necessary from time to time provided that the Owners' Committee or the Owners at a meeting of the Owners may choose to appoint an auditor of their choice from time to time. If there is an Owners' Corporation and the Owners' Corporation decides, by a resolution of the Owners that any income and expenditure account and balance sheet should be audited by an accountant or by some other independent auditor as may be specified in the resolution, the Manager shall without delay arrange for such an audit to be carried out by that personsaid Clause 5. (a) Subject Nothing herein contained shall affect the right of any Owner to sub-clause (b) of this clause 9, if the Manager’s appointment ends for claim an indemnity or contribution from any reason, he shall, as soon as practicable after his appointment ends, and in any event within 14 days of the date his appointment ends, deliver to the Owners’ Committee (if any) other Owner or the manager appointed in his place any movable property person in respect of the control, management and administration any payment for any work or thing requiring or having to be done as a result of or in consequence of the Development that act omission neglect or default of such other Owner or person or some other persons for whom such Owner or person is under his control or in his custody or possession, and that belongs to the Owners’ Corporation (if any) or the Ownerslegally responsible. (b) The power of enforcement of covenants terms and conditions conferred by this Deed on the Manager shall be in addition to and not exclusive of the rights of any Owner to take such action as he may think fit to enforce the covenants, terms and conditions of this Deed. 10. If the Manager's appointment ends for any reason, he shall within 2 months of the date his appointment endsends :- (a) prepare :- (i) prepare: (1) an income and expenditure account for the period beginning with the commencement of the financial year in which his appointment ends and ending on the date his appointment endsended; and (2ii) a balance sheet as at the date his appointment endsended, and shall arrange for that account and balance sheet to be audited by an accountant or by some other independent auditor specified in a resolution of the Owners' ’ Committee (if anyformed) or, in the absence of any such specification, by such accountant or other independent auditor as may be chosen by the Manager; and; (iib) deliver to the Owners' Committee (if anyformed) or the manager appointed in his place any books or records of account, papers, documents, plans documents and other records which are required for the purpose in respect of the preceding sub- clause control, management and administration of the Development and all chattels and properties of the Owners Committee or the Owners’ Corporation (b)(iif formed) of this clause 9 and have not been delivered that are under sub-clause (a) of this clause 9.his control or in his custody or possession; and

Management Records and Accounts. 1122. The Manager may change the financial year once only in every five (5) years (unless otherwise approved by a resolution of the Owners' Committee or the Owners’ Corporation (if anyformed)) by giving 3 months' notice in writing in advance to the Owners.. 123. Account(s) referring to management of the Land and the Development (a) 123.1 All monies and deposits collected by the Manager in the exercise of its powers and duties hereunder shall shall, unless otherwise authorized by the Owners' Committee Committee, be held by the Manager Manager, on trust trust, for and on behalf of all the Owners and shall be paid into an interest-bearing bank account at opened and maintained with a licensed bank within the meaning of section 2 of the Banking Ordinance (Cap. 155Chapter 155 of the Laws of Hong Kong), the title exclusively in respect of which shall refer to the management of the Land and the Development Development, and shall only be used for the good and efficient management of the Land and the Development (save and except that the Manager may retain retain, or pay into a current account account, a reasonable amount to cover expenditure of a minor nature as is from time to time determined by a resolution of the Owners’ Committee (if any) and in such amount and subject to such conditions as may be approved by a resolution of the Owners’ Committee (if any)). (b) 123.2 Without prejudice to the generality of Clause (2)(a) of this Subsection above 123.1, if there is an Owners’ Corporation, the Manager shall open and maintain one or more segregated interest-bearing accounts within the meaning of Section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which shall refer to the management of the Land and the Development, each of which shall be designated as a trust account or client account, for holding money received by the Manager from or on behalf of the Owners’ Corporation in respect of the management of the Development. The Manager shall display a document showing evidence of any account opened and maintained under Clause 2(a) of this Subsection above 123.1 or this sub-clause Clause 123.2 in a prominent place in the Development. Subject to Clause 2(a) of this Subsection above123.1, the Manager shall shall, without delay delay, pay all money received by the Manager in respect of the management of the Development into the account opened and maintained under Clause 2(a) of this Subsection above 123.1 or, if there is an Owners’ Corporation, the account or accounts opened and maintained under this sub-clauseClause 123.2. 3. The Manager shall keep true and proper books or records of account and other financial records of all monies received or expended in the exercise of its powers and duties hereunder and shall keep all bills, invoices, receipts and other documents referred to in those books and records for at least 6 years. 4. Within 1 month after each consecutive period of 3 months, or such shorter period as the Manager may select, the Manager shall prepare a detailed summary of the income and expenditure and balance sheet in respect of its management of the Land and the Development within that period and shall exhibit the same in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive days. 5. Within 2 months after the close of each financial year, the Manager shall prepare annual accounts comprising income and expenditure accounts and balance sheet in respect of the preceding financial year, display a copy of the income and expenditure account and balance sheet in a prominent place in the Development and cause it to remain so displayed for at least 7 consecutive days. Such accounts shall be audited by Auditors appointed by the Manager provided always that prior to the formation of the Owners’ Corporation the Owners at an Owners’ meeting convened under this Deed shall have power to require such annual accounts to be audited by an independent auditor of their choice. Each annual account shall include details of the Special Fund required by Clause 10 of Subsection D of this Section and an estimate of the time when there will be a need to draw on the Special Fund, and the amount of money that will be then needed. 6. The Manager shall upon written request and upon the payment of a reasonable copying charge send to each Owner a copy of any books or records of account at any time after the same shall have been prepared as herein provided provided that all charges collected hereunder shall be credited to the Special Fund. 7. The Manager shall upon reasonable notice permit the Owners to inspect the books or records of account and any of the accounts prepared pursuant hereto and to take extracts therefrom. 8. The Manager shall have power to appoint a firm of Certified Public Accountants to audit the accounts and records of the Manager concerning the management of the Development and to certify the annual accounts prepared in accordance with the foregoing clauses and the accountant's fees shall be part of the management expenditure. The Manager shall further have power to replace such firm and to appoint another firm in their place as it may deem necessary from time to time provided that the Owners' Committee or the Owners at a meeting of the Owners may choose to appoint an auditor of their choice from time to time. If there is an Owners' Corporation and the Owners' Corporation decides, by a resolution of the Owners that any income and expenditure account and balance sheet should be audited by an accountant or by some other independent auditor as may be specified in the resolution, the Manager shall without delay arrange for such an audit to be carried out by that person. (a) Subject to sub-clause (b) of this clause 9, if the Manager’s appointment ends for any reason, he shall, as soon as practicable after his appointment ends, and in any event within 14 days of the date his appointment ends, deliver to the Owners’ Committee (if any) or the manager appointed in his place any movable property in respect of the control, management and administration of the Development that is under his control or in his custody or possession, and that belongs to the Owners’ Corporation (if any) or the Owners. (b) If the Manager's appointment ends for any reason, he shall within 2 months of the date his appointment ends: (i) prepare: (1) an income and expenditure account for the period beginning with the commencement of the financial year in which his appointment ends and ending on the date his appointment ends; and (2) a balance sheet as at the date his appointment ends, and shall arrange for that account and balance sheet to be audited by an accountant or by some other independent auditor specified in a resolution of the Owners' Committee (if any) or, in the absence of any such specification, by such accountant or other independent auditor as may be chosen by the Manager; and (ii) deliver to the Owners' Committee (if any) or the manager appointed in his place any books or records of account, papers, documents, plans and other records which are required for the purpose of the preceding sub- clause (b)(i) of this clause 9 and have not been delivered under sub-clause (a) of this clause 9.

Management Records and Accounts. 1. The Manager may change the financial year may not be changed more than once only in every five years (5) years, unless otherwise approved by the Owners' Committee (if any)) by giving 3 months' notice in writing in advance to the Owners. (a) All monies and deposits collected by the Manager in the exercise of its powers and duties hereunder shall unless otherwise authorized by the Owners' Committee be held by the Manager on trust for and on behalf of all the Owners and be paid into an interest-bearing bank account at a licensed bank within the meaning of section 2 of the Banking Ordinance (Cap. 155), the title of which shall refer to the management of the Land and the Development and shall only be used for the good and efficient management of the Land and the Development (save and except that the Manager may retain or pay into a current account a reasonable amount to cover expenditure of a minor nature as change is from time to time determined by a resolution of the Owners’ Committee (if any) and in such amount and subject to such conditions as may be previously approved by a resolution of the Owners’ Committee (if any)). (a) The Manager shall open and maintain an interest-bearing account and shall use that account exclusively in respect of the management of the Development. (b) Without prejudice to the generality of Clause sub-clause (2)(aa) of this Subsection above above, if there is an Owners’ ' Corporation, the Manager shall open and maintain one or more segregated interest-bearing accounts within the meaning of Section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which shall refer to the management of the Land and the Developmentaccounts, each of which shall be designated as a trust account or client account, for holding money received by the Manager from or on behalf of the Owners’ ' Corporation in respect of the management of the Development. . (c) The Manager shall display a document showing evidence of any account opened and maintained under Clause 2(a) of this Subsection above or this sub-clause (a) or (b) above in a prominent place in the Development. . (d) Subject to Clause 2(asub-clauses (e) of this Subsection aboveand (f), the Manager shall without delay pay all money received by the Manager him in respect of the management of the Development into the account opened and maintained under Clause 2(asub-clause (a) of this Subsection above or, if there is an Owners’ Corporation, the account or accounts opened and maintained under this sub-clauseclause (b) of this Clause. (e) Subject to sub-clause (f), the Manager may, out of money received by him in respect of the management of the Development, retain or pay into a current account a reasonable amount to cover expenditure of a minor nature, but that amount shall not exceed such figure as is determined from time to time by a resolution of the Owners’ Committee (if any). (f) The retention of a reasonable amount of money under sub-clause (e) or the payment of that amount into a current account in accordance with that sub-clause and any other arrangement for dealing with money received by the Manager shall be subject to such conditions as may be approved by a resolution of the Owners’ Committee (if any). (g) Any reference in this Clause to an account is a reference to an account opened with a bank within the meaning of section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which refers to the management of the Development. 3. The Manager shall keep true and maintain proper books or records of account accounts and other financial records of all monies received or expended in the exercise of its powers and duties hereunder and shall keep all bills, invoices, vouchers, receipts and other documents referred to in those books and records accounts for at least 6 six (6) years. 4. Within 1 one (1) month after each consecutive period of 3 three (3) months, or such shorter period as the Manager may select, the Manager shall prepare a detailed summary of the income and expenditure and a balance sheet in respect of its management of the Land and the Development within in respect of that period period, display a copy of the summary and shall exhibit the same balance sheet in a prominent place in the Development Development, and cause it to remain so displayed for at least 7 seven (7) consecutive days. 5. Within 2 two (2) months after the close end of each financial year, the Manager shall prepare annual accounts comprising an income and expenditure accounts account and balance sheet in respect of the preceding financial for that year, display a copy of the income and expenditure account and balance sheet in a prominent place in the Development Development, and cause it to remain so displayed for at least 7 seven (7) consecutive days. Such accounts shall be audited by Auditors auditors appointed by the Manager provided always that prior to the formation of the Owners’ Corporation Corporation, the Owners at an Owners’ meeting convened under this Deed shall have power to require such annual accounts to be audited by an independent auditor of their choice. Each annual income and expenditure account and balance sheet shall include details of the Special Fund required by Clause 10 of Subsection D of this Section and an estimate of the time when there will be a need to draw on the Special Fundthat fund, and the amount of money that will be then needed. 6. The Manager shall upon written request and upon the shall, on payment of a reasonable copying charge send to each charge, supply any Owner with a copy of any books record or records of account at any time after the same shall have been prepared as herein provided document requested by him provided that all charges collected hereunder shall be credited to the Special Fund. 7. The Manager shall upon permit any Owner, at any reasonable notice permit the Owners time, to inspect the books or records of account and any of the accounts prepared pursuant hereto income and to take extracts therefromexpenditure account or balance sheet. 8. The Manager shall have power to appoint a firm of Certified Public Accountants to audit the accounts and records of the Manager concerning the management of the Development and to certify the annual accounts prepared in accordance with the foregoing clauses and the accountant's ’s fees shall be part of the management expenditure. The Manager shall further have power to replace such firm and to appoint another firm in their place as it may deem necessary from time to time provided that the Owners' ’ Committee or the Owners at a meeting of the Owners may choose to appoint an auditor of their choice from time to time. If there is an Owners' ’ Corporation and the Owners' ’ Corporation decides, by a resolution of the Owners Owners, that any income and expenditure account and balance sheet should be audited by an accountant or by some other independent auditor as may be specified in the that resolution, the Manager shall without delay arrange for such an audit to be carried out by that personperson and (a) permit any Owner, at any reasonable time, to inspect the audited income and expenditure account and balance sheet and the report made by the accountant or auditor in respect of the income and expenditure account and balance sheet; and (b) on payment of a reasonable copying charge, supply any Owner with a copy of the audited income and expenditure account and balance sheet, or the report made by the accountant or auditor in respect of the income and expenditure account and balance sheet, or both, as requested by the Owner. (a) Subject to sub-clause (b) of this clause Clause 9, if the Manager’s appointment ends for any reason, he shall, as soon as practicable after his appointment ends, and in any event within 14 fourteen (14) days of the date his appointment ends, deliver to the Owners’ Committee (if any) or the manager Manager appointed in his place any movable property in respect of the control, management and administration of the Development that is under his control or in his custody or possession, and that belongs to the Owners’ Corporation (if any) or the Owners. (b) If the Manager's ’s appointment ends for any reason, he shall within 2 two (2) months of the date his appointment ends: (i) prepare: (1) an income and expenditure account for the period beginning with the commencement of the financial year in which his appointment ends and ending on the date his appointment ends; and (2) a balance sheet as at the date his appointment ends, and shall arrange for that account and balance sheet to be audited by an accountant or by some other independent auditor specified in a resolution of the Owners' ’ Committee (if any) or, in the absence of any such specification, by such accountant or other independent auditor as may be chosen by the Manager; and (ii) deliver to the Owners' ’ Committee (if any) or the manager Manager appointed in his place any books or records of accountaccounts, papers, documents, plans documents and other records which are required for the purpose purposes of the preceding sub- sub-clause (b)(i) of this clause 9 and have not been delivered under sub-clause (a) of this clause Clause 9. 10. Subject to Clause 6(c) of Section X of this Deed, on termination of the Manager’s appointment, the Manager must assign the undivided shares in the Common Areas and the Common Facilities free of costs or consideration to its successor in office as the Manager who must hold the said undivided shares on trust for the benefit of all the Owners.

Management Records and Accounts. 1. The Manager may change the financial year may not be changed more than once only in every five years (unless otherwise that change is previously approved by a resolution of the Owners' Committee (if any)) by giving 3 months' notice in writing in advance to the Owners. (a) All monies The Manager shall open and deposits collected by the Manager in the exercise of its powers and duties hereunder shall unless otherwise authorized by the Owners' Committee be held by the Manager on trust for and on behalf of all the Owners and be paid into maintain an interest-bearing bank account at a licensed bank within the meaning and shall use that account exclusively in respect of section 2 of the Banking Ordinance (Cap. 155), the title of which shall refer to the management of the Land and the Development and shall only be used for the good and efficient management of the Land and the Development (save and except that the Manager may retain or pay into a current account a reasonable amount to cover expenditure of a minor nature as is from time to time determined by a resolution of the Owners’ Committee (if any) and in such amount and subject to such conditions as may be approved by a resolution of the Owners’ Committee (if any))Development. (b) Without prejudice to the generality of Clause sub-clause (2)(aa) of this Subsection above above, if there is an Owners’ ' Corporation, the Manager shall open and maintain one or more segregated interest-bearing accounts within the meaning of Section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which shall refer to the management of the Land and the Developmentaccounts, each of which shall be designated as a trust account or client account, for holding money received by the Manager from or on behalf of the Owners’ ' Corporation in respect of the management of the Development. . (c) The Manager shall display a document showing evidence of any account opened and maintained under Clause 2(a) of this Subsection above or this sub-clause (a) or (b) above in a prominent place in the Development. . (d) Subject to Clause 2(asub-clauses (e) of this Subsection aboveand (f), the Manager shall without delay pay all money received by the Manager him in respect of the management of the Development into the account opened and maintained under Clause 2(asub-clause (a) of this Subsection above or, if there is an Owners’ Corporation, the account or accounts opened and maintained under this sub-clauseclause (b) of this Clause. (e) Subject to sub-clause (f), the Manager may, out of money received by him in respect of the management of the Development, retain or pay into a current account a reasonable amount to cover expenditure of a minor nature, but that amount shall not exceed such figure as is determined from time to time by a resolution of the Owners’ Committee (if any). (f) The retention of a reasonable amount of money under sub-clause (e) or the payment of that amount into a current account in accordance with that sub- clause and any other arrangement for dealing with money received by the Manager shall be subject to such conditions as may be approved by a resolution of the Owners’ Committee (if any). (g) Any reference in this clause to an account is a reference to an account opened with a bank within the meaning of section 2 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong), the title of which refers to the management of the Development. 3. The Manager shall keep true and maintain proper books or records of account and other financial records of all monies received or expended in the exercise of its powers and duties hereunder and shall keep all bills, invoices, vouchers, receipts and other documents referred to in those books and records for at least 6 years. 4. Within 1 month after each consecutive period of 3 months, or such shorter period as the Manager may select, the Manager shall prepare a detailed summary of the income and expenditure and a balance sheet in respect of its management that period, display a copy of the Land summary and the Development within that period and shall exhibit the same balance sheet in a prominent place in the Development Development, and cause it to remain so displayed for at least 7 consecutive days. 5. (a) Within 2 months after the close end of each financial year, the Manager shall prepare annual accounts comprising an income and expenditure accounts account and balance sheet in respect of the preceding financial for that year, display a copy of the income and expenditure account and balance sheet in a prominent place in the Development Development, and cause it to remain so displayed for at least 7 consecutive days. Such accounts shall be audited by Auditors appointed by the Manager provided always that prior . (b) Prior to the formation of the Owners’ Corporation Corporation, the Owners at an Owners’ meeting convened under this Deed shall have power to require such annual accounts income and expenditure account and balance sheet to be audited by an independent auditor of their choice. , and upon the exercise of such power by the Owners, the Manager shall without delay arrange for such an audit to be carried out by such independent auditor of the Owners’ choice. (c) Each annual income and expenditure account and balance sheet shall include details of the Special Fund required by Clause 10 11 of Subsection D of this Section and an estimate of the time when there will be a need to draw on the Special Fundthat fund, and the amount of money that will be then needed. 6. The Manager shall upon written request and upon the on payment of a reasonable copying charge send to each charge, supply any Owner with a copy of any books record or records of account at any time after the same shall have been prepared as herein provided provided that document requested by him and all charges collected hereunder shall be credited to the Special Fund. 7. The Manager shall upon permit any Owner, at any reasonable notice permit the Owners time, to inspect the books or records of account and any of the accounts prepared pursuant hereto income and to take extracts therefromexpenditure account or balance sheet. 8. The Manager shall have power to appoint a firm of Certified Public Accountants certified public accountants to audit the accounts and records of the Manager concerning the management of the Development and to certify the annual accounts prepared in accordance with the foregoing clauses and the accountant's fees shall be part of the management expenditure. The Manager shall further have power to replace such firm and to appoint another firm in their place as it may deem necessary from time to time provided that the Owners' Committee or the Owners at a meeting of the Owners may choose to appoint an auditor of their choice from time to time. If there is an Owners' Corporation and the Owners' Corporation decides, by a resolution of the Owners Owners, that any income and expenditure account and balance sheet should be audited by an accountant or by some other independent auditor as may be specified in the that resolution, the Manager shall without delay arrange for such an audit to be carried out by that personperson and: (a) permit any Owner, at any reasonable time, to inspect the audited income and expenditure account and balance sheet and the report made by the accountant or auditor in respect of the income and expenditure account and balance sheet; and (b) on payment of a reasonable copying charge, supply any Owner with a copy of the audited income and expenditure account and balance sheet, or the report made by the accountant or auditor in respect of the income and expenditure account and balance sheet, or both, as requested by the Owner. (a) Subject to sub-clause (b) of this clause 9, if the Manager’s appointment ends for any reason, he shall, as soon as practicable after his appointment ends, and in any event within 14 days of the date his appointment ends, deliver to the Owners’ Committee (if any) or the manager Manager appointed in his place any movable property in respect of the control, management and administration of the Development that is under his control or in his custody or possession, and that belongs to the Owners’ Corporation (if any) or the Owners. (b) If the Manager's appointment ends for any reason, he shall within 2 months of the date his appointment ends:ends- (i) prepare:prepare- (1) an income and expenditure account for the period beginning with the commencement of the financial year in which his appointment ends and ending on the date his appointment ends; and (2) a balance sheet as at the date his appointment ends, and shall arrange for that account and balance sheet to be audited by an accountant or by some other independent auditor specified in a resolution of the Owners' Committee (if any) or, in the absence of any such specification, by such accountant or other independent auditor as may be chosen by the Manager; and (ii) deliver to the Owners' Committee (if any) or the manager Manager appointed in his place any books or records of accountaccounts, papers, documents, plans documents and other records which are required for the purpose purposes of the preceding sub- sub-clause (b)(i) of this clause 9 and have not been delivered under sub-clause (a) of this clause 9. 10. On termination of the Manager’s appointment, the Manager must assign the Undivided Shares allocated to the Common Areas and Facilities free of costs or consideration to its successor in office as the Manager who must hold the said Undivided Shares on trust for the benefit of all the Owners. O WNERS’ MEETING AND OWNERS’ COMMITTEE A. Meetings of the Owners 1. In addition to the first meeting of the Owners mentioned in Clause 10 of this Subsection A, the Owners of the Development may meet from time to time as occasion may require to discuss and decide on matters concerning the management of the Land and the Development. An Annual General Meeting of the Owners of the Development shall be held, in so far as is practicable, at least once in each calendar year commencing with the year following the first meeting of the Owners mentioned in Clause 10 of this Subsection A, not earlier than 12 months and not later than 15 months after the date of the first or previous annual general meeting, for the purpose of transacting any business concerning the management of the Land and the Development of which due notice is given in the notice convening the meeting. (a) A meeting of the Owners of the Development may be convened by:- (i) the Owners' Committee; (ii) the Manager; or (iii) an Owner appointed to convene such a meeting by the Owners of not less than 5% of the Undivided Shares in aggregate. (b) The person convening the meeting of Owners shall, at least 14 days before the date of the meeting, give notice of the meeting to each Owner. (c) The notice of meeting referred to in sub-clause (b) hereof shall specify:- (i) the date, time and place of the meeting; and (ii) the resolutions (if any) that are to be proposed at the meeting. (d) The notice of meeting referred to in sub-clause (b) hereof may be given:- (i) by delivering it personally to the Owner; (ii) by sending it by post to the Owner at his last known address; or (iii) by leaving it at the Owner’s Residential Unit or depositing it in the letter box for that Unit. (a) No business shall be transacted at any meeting unless a quorum is present when the meeting proceeds to business. The quorum at a meeting of Owners shall be 10% of the Owners. (b) For the purpose of this clause, the reference to “10% of the Owners” shall:- (i) be construed as a reference to 10% of the number of persons who are Owners, without regard to their ownership of any particular percentage of the total number of Undivided Shares; and (ii) not be construed as the Owners of 10% of the Undivided Shares in aggregate. 4. Subject to Clause 8 of this Subsection A, the only persons entitled to attend any such meeting of the Owners and vote thereat shall be Owners of the Development or the representative or representatives of the Owner or Owners of the Development duly appointed by the Owner or Owners in writing. 5. A meeting of the Owners shall be presided over by the Chairman of the Owners' Committee or, if the meeting is convened under Clause 2(a)(ii) or (iii) above, the person convening the meeting. (a) All resolutions passed at such meeting of the Owners by a majority of votes of the Owners present in person or by proxy and voting shall be binding on all the Owners and the Manager of the Development Provided that such resolutions shall not be contrary to any of the covenants terms and conditions contained in this Deed and the Government Grant. (b) An instrument appointing a proxy shall be in the form set out in Form 1 in Schedule 1A to the Ordinance, and:- (i) shall be signed by the Owner, or (ii) if the Owner is a body corporate, shall, notwithstanding anything to the contrary in its constitution, be impressed with the seal or chop of the body corporate and signed by a person authorized by the body corporate in that behalf. (c) The instrument appointing a proxy shall be lodged with the Chairman of the Owners’ Committee or, if the meeting is convened under Clause 2(a)(ii) or (iii) above, the person convening the meeting at least 48 hours before the time for the holding of the meeting. (d) A proxy appointed by an Owner to attend and vote on behalf of the Owner shall, for the purposes of the meeting, be treated as being the Owner present at the meeting. 7. A resolution put to the vote of the meeting of the Owners shall be decided by majority of votes by a poll to be taken at such time and in such manner as the chairman of the meeting shall direct. 8. At a meeting of Owners- (a) an Owner shall have one vote in respect of each Undivided Share he owns; (b) an Owner may cast a vote either personally or by proxy; (c) where 2 or more persons are the co-owners of an Undivided Share, the vote in respect of that Undivided Share may be cast:- (i) by a proxy jointly appointed by the co-owners; (ii) by a person appointed by the co-owners from amongst themselves; or (iii) if no appointment is made under sub-clause (i) or (ii), either by one of the co-owners personally or by a proxy appointed by one of the co- owners; (d) where 2 or more persons are the co-owners of an Undivided Share and more than one of the co-owners seeks to cast a vote in respect of the Undivided Share, only the vote that is cast, whether personally or by proxy, by the co- owner whose name, in order of priority, stands highest in relation to that Undivided Share in the register kept at the Land Registry shall be treated as valid; and (e) if there is an equality of votes the person presiding over the meeting shall have, in addition to a deliberative vote, a casting vote. 9. The Manager shall send a representative or representatives to all meetings of the Owners and a record of the persons present at the meeting and the proceedings thereof shall be kept. 10. The Manager shall convene the first meeting of the Owners as soon as possible, but in any event not later than 9 months after the date of this Deed (and to convene further and subsequent meetings if required) to:- (a) appoint an Owners' Committee and the Chairman thereof; or (b) appoint a management committee for the purpose of forming an Owners’ Corporation under the Ordinance. The first Chairman shall act until the first annual general meeting, when the post of Chairman shall fall vacant and an election for Chairman shall be held. Thereafter, a Chairman shall be elected at each annual general meeting for the ensuing year. 11. The function of the Owners' Committee is to represent the Owners of the Land and the Development in all dealings with the Manager and without in any way limiting the generality of the foregoing: (a) to liaise and consult with the Manager in respect of all matters concerning the management of the Land and the Development; (b) to apply if thought fit for registration as a corporation under the Ordinance; (c) prior to the formation of the Owners’ Corporation, to remove the Manager of the Development without compensation with the sanction of a resolution passed by a majority of votes of the Owners, voting either personally or by proxy, in a meeting of the Owners of the Development duly convened and supported by Owners of not less than fifty percent (50%) of the Undivided Shares (excluding the Undivided Shares allocated to the Common Areas and Facilities) in the Development and upon the giving to the Manager not less than three months' notice in writing; (d) Subject to sub-clause (c) of Clause 2 of Subsection A of Section VI of this Deed, to appoint (whether in place of any Manager removed or to fill any vacancy) any service company or agent as a Manager of the Development upon the termination of the then Manager's employment; (e) to undertake consider review and/or exercise all or any of the powers and duties conferred on the Owners' Committee by virtue of the provisions of this Deed. 12. Notwithstanding any provisions herein contained, the Undivided Shares allocated to the Common Areas and Facilities shall not be taken into account for the purpose of voting or calculating the quorum of any meeting whether under this Deed, the Ordinance or otherwise. Accordingly, the Undivided Shares as referred to in Clause 8 of this Subsection shall not include the Undivided Shares allocated to the Common Areas and Facilities. 13. The procedure at a meeting of the Owners shall be as is determined by the Owners.