WARNING: THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG OR ANY OTHER JURISDICTION. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
1. This Debenture is ONE of a series of two hundred depreciating debentures of HK$1,388,000 each (each, a “Debenture”) issued, or available for issue, by the Club to a body corporate as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) or to a natural person or persons both of whom are at least 18 years of age and is/are ordinarily resident in Hong Kong. These Debentures all rank pari passu without any preference or priority one over another. No interest will be payable upon this Debenture to the Debenture Holder.
2.1 The “Issue Value” (being the Issue Value identified on the front page of this certificate, as depreciated from time to time in accordance with these Conditions) shall be deemed to depreciate to each date immediately preceding each anniversary of the date of issue of this Debenture, to the intent and effect that the Issue Value will be reduced to nil on the date immediately preceding the tenth anniversary of the date of issue of this Debenture.
2.2 For the purposes of calculating depreciation of the Issue Value of this Debenture to any date other than the date immediately preceding an anniversary of the date of issue of this Debenture, the annual depreciation rate of 10% of the original Issue Value shall be deemed to be calculated pro rata on each Quarterly Anniversary (as herein defined) to the intent and effect that 2.5% of the original Issue Value shall be deemed to be depreciated over the period of each quarter and provided that for the purposes of these Conditions a “Quarterly Anniversary” shall occur on the last day of each successive period of three calendar months commencing on the date of issue of this Debenture.
3. For Debenture Holders which are bodies corporate
3.1 The Club may redeem this Debenture by notice to a Debenture Holder which is a body corporate without incurring any obligation to redeem any other Debenture(s) issued by the Club, whether or not as part of the series referred to in Condition 1 above, at that or any future date. The Debenture Holder may request the Club to redeem this Debenture by notice to the Club. The redemption of this Debenture shall be at the sole and final discretion of the General Committee. This Debenture is not redeemable at the request of the Debenture Holder for the period of five years from the date of issue. The period of notice of redemption shall be not less than six months (or such shorter period as the General Committee may determine) and each notice of redemption shall be in writing and shall be irrevocable. On such date as determined at the discretion of the General Committee falling after the expiry of such notice period and notified to the Debenture Holder, the Debenture Holder shall return the original Debenture Certificate to the Club and the Club shall repay the Issue Value (as depreciated to the Quarterly Anniversary which next follows the date of expiration of the notice given in accordance with this Condition 3.1) and thereby cancel this Debenture and the Debenture Holder and its nominee(s) shall thereafter cease to have any rights as member(s) of the Club.
3.2 Any direct, indirect or other transfer of the legal or beneficial ownership of this Debenture by a Debenture Holder which is a body corporate shall only be permitted in exceptional and limited circumstances and is subject to the Debenture Holder obtaining the prior written consent of the General Committee of the Club (“General Committee”), which consent may be given or withheld, or given subject to conditions, in the sole and absolute discretion of the General Committee. An application for such consent shall be accompanied by payment to the Club of a transfer fee in the amount of HK$138,800 or such amount as is equivalent to 10 per cent of the consideration payable by the transferee in respect of the transfer of the Debenture, whichever is the higher. If the General Committee refuses to approve the transfer the Club will refund the transfer fee to the Debenture Holder by cheque payable to the Debenture Holder sent by post at the Debenture Holder's risk. The General Committee shall be under no obligation to give reasons for refusing to approve a transfer or approving the transfer subject to conditions. A transfer, if approved, shall be confirmed by the transferor in writing and lodged with the Club together with the original Debenture certificate for registration of the transfer. The transferee shall, upon registration of the transfer, assume all the rights and obligations of the Debenture Holder, including any outstanding obligations of the transferor to the Club.
3.3 (a) A Debenture Holder which is a body corporate shall have the right by notice in writing of not less than three weeks to nominate for election to the Club in accordance with the Articles of Association of the Club one employee of the Debenture Holder as a member or, if such nominee is married or in a domestic partnership, the nominee and their spouse or domestic partner shall both be eligible for election as Debenture Members. This Debenture carries with it the privilege that the person or persons so nominated shall be considered for election to Debenture Membership at the next Balloting Committee Meeting at which elections to Ordinary Membership are considered without the name or names of the nominees being placed on the Club's usual waiting list. The Club does not warrant that the person or couple nominated by the Debenture Holder will be automatically elected by the Balloting Committee, but in the event of the person or couple not being so elected, the nomination fee paid shall be refunded and the Debenture Holder shall have the like right to make a further nomination for consideration at the next Balloting Committee Meeting at which elections are considered and so on until a person or couple nominated by the Debenture Holder has or have been duly elected subject (save in respect of the first nomination and election pursuant to this Condition) to payment of the renomination fee referred to in Condition 3.3(b)(2). The Club will not exclude any nominee of the Debenture Holder on the ground that its Membership has closed and, if Balloting Committee Meetings are not being held for this reason, a special Balloting Committee Meeting shall be convened for the purpose of considering a person or couple nominated by the Debenture Holder.
(b) A person or couple nominated by the Debenture Holder shall not be required to pay any entrance fee by virtue of such nomination. Other fees shall be due and payable as follows:
(1) monthly subscription fees at the highest rate then applicable to Debenture Members and other charges of the relevant amounts as may be fixed by the Club from time to time shall be payable by the Debenture Holder regardless of whether or not at that time the Debenture Holder has nominated or continues to nominate any person or couple pursuant to Condition 3.3(a); and
(2) in the event that the Debenture Holder makes a further nomination following resignation from Debenture Membership of any person or couple previously elected, the Debenture Holder shall be liable to pay a renomination fee in the amount fixed by the Club from time to time.
(c) The nomination by the Debenture Holder and due election of a person or couple pursuant to Condition 3.3(a) shall not preclude such person or persons from placing or keeping their name(s) on the Club's usual waiting list, provided they give the Club written assurance of their intention to remain in Hong Kong (subject to unforeseeable circumstances) for a period of at least one year from such date, and in the event of the person or persons doing so, then when their name or names have reached the point of consideration for election, such person or persons may thereupon resign their Debenture Membership as nominee(s) of the Debenture Holder and seek re-election, as Ordinary Member(s), in accordance with the Club’s prevailing admission procedures and subject to payment of the relevant entrance fees and subscriptions. In the event of such resignation the Debenture Holder shall thereupon be at liberty to nominate a further person or couple in accordance with the conditions specified in these Conditions with the like privileges.
3.4 A Debenture Holder which is a body corporate shall give written notice to the Club promptly upon a change in the direct or indirect control of the Debenture Holder. The Club may, in the sole and absolute discretion of the General Committee, elect to redeem this Debenture in accordance with Condition 3.1 within six (6) months of receipt of such notice. The General Committee shall be under no obligation to give reasons for electing to redeem this Debenture pursuant to this Condition.
4. For Debenture Holders who are natural persons
4.1(a) This Debenture may be issued to a natural person of at least 18 years of age who is ordinarily resident in Hong Kong or to a natural person of at least 18 years of age who is ordinarily resident in Hong Kong plus their spouse or domestic partner who is also at least 18 years of age and who is also ordinarily resident in Hong Kong, and such person or persons shall, upon approval of the Balloting Committee and allotment of the Debenture by the General Committee, be admitted as Debenture Member(s) without their name or names being placed on the Club's usual waiting list.
(b) A person or couple admitted as Debenture Members pursuant to Condition 4.1(a) shall be liable for the monthly subscription fees, minimum monthly spend and such other fees and charges of the relevant amounts as may be fixed by the Club from time to time.
(c) The admission of a natural person or persons as Debenture Members pursuant to Condition 4.1(a) shall not preclude such person or persons from placing or keeping their name(s) on the Club's usual waiting list, provided they give the Club written assurance is given of their intention to remain in Hong Kong (subject to unforeseeable circumstances) for a period of at least one year from such date, and in the event of the person or persons doing so, then when their name or names have reached the point of consideration for election, such person or persons may thereupon resign their Debenture Membership and seek re-election, as Ordinary Member(s), in accordance with the Club’s prevailing admission procedures and subject to payment of the relevant entrance fees and subscriptions.
4.2 The Club may redeem this Debenture by notice to a Debenture Holder or Holders who is/are natural persons without incurring any obligation to redeem any other Debenture(s) issued by the Club, whether or not as part of the series referred to in Condition 1 above, at that or any future date. The Debenture Holder may request the Club to redeem this Debenture by notice to the Club. The redemption of this Debenture shall be at the sole and final discretion of the General Committee. This Debenture is not redeemable at the request of the Debenture Holder for the period of five years from the date of issue. The period of notice of redemption shall be not less than six months (or such shorter period as the General Committee may determine) and each notice of redemption shall be in writing and shall be irrevocable. On such date as determined at the discretion of the General Committee falling after the expiry of such notice period and notified to the Debenture Holder, the Debenture Holder shall return the original Debenture certificate to the Club and the Club shall repay the Issue Value (as depreciated to the Quarterly Anniversary which next follows the date of expiration of the notice given in accordance with this Condition 4.2) and thereby cancel this Debenture and the Debenture Holder and its nominee(s) shall thereafter cease to have any rights as member(s) of the Club.
4.3 A Debenture Holder or Holders who is/are natural persons shall not directly or indirectly assign or transfer this Debenture or any legal or beneficial interest therein to any person. No Debenture Holder or Holders who is/are natural persons shall create or allow to be created any mortgage, charge, pledge, lien, security interest, title retention or any other agreement or arrangement the effect of which is the creation of a security interest in or over this Debenture.
4.4 Upon the death of one of the holders of a Debenture who are natural persons, the other Debenture Holder named on the Club’s debenture register will continue as a Debenture Member (with the right to add a new spouse or domestic partner upon payment of a fee fixed by the Club from time to time). Upon the death of both Debenture Members who are natural persons, this Debenture will expire in accordance with Article of the Club’s Articles of Association.
4.5 Upon divorce or formal separation, or upon dissolution or termination of a domestic partnership, the first named Debenture Holder on the Club’s debenture register will, unless both holders of the Debenture agree otherwise and notify the Club in writing of such agreement, continue to be a Debenture Member and the membership of the divorced or separated spouse or domestic partner will cease. The continuing Debenture Member will have the right to add a new spouse or domestic partner upon payment of a fee fixed by the Club from time to time.
5. If the Club shall be wound up, this Debenture shall be deemed to have been extinguished, and no amount shall be due or payable to the Debenture Holder.
6. The Club will keep a register of Debenture Holders and enter therein the name and address of each Debenture Holder, the date of issue of each Debenture, and, in the case of Debenture Holders which are bodies corporate, details of any transfers or changes of ownership.
7. Notices may be given by the Debenture Holder or by the Club by posting the same in a prepaid letter addressed to the Club at its registered office or, as the case may be, to the Debenture Holder at the address of such Debenture Holder registered with the Club. In the case of a Debenture Holder which is a body corporate, notices may also be given by posting the same in a prepaid letter addressed to the registered office of the Debenture Holder.
8. Save for Conditions pertaining specifically to the maturity, value and depreciation rate of Debentures, the Club may in its sole discretion as it determines is reasonable, amend or supplement these Conditions by sending the Debenture Holder a copy of the revised Conditions or supplement thereto. Subject to the preceding sentence, any change in the Club’s Rules which amends, supplements, modifies or revokes any right or privilege of Debenture Members shall be deemed to amend or supplement these Conditions. An amendment or supplement made to reflect a change in law or regulation shall take effect immediately or as otherwise notified to the Debenture Holder. Any other amendment or supplement will only take place on the date reasonably specified by the Club.
9. The terms “domestic partner” and “domestic partnership” shall have the meanings ascribed to them in the Rules of the Club as they may be amended and in effect from time to time in the sole and absolute discretion of the General Committee.
