Untitled - Sunway Group

Transcription

Company No. 644585-X
TABLE OF CONTENTS
Section
Particulars
Page No.
DEFINITIONS
1
1.
INTRODUCTION TO THE PROSPECTUS
8
2.
BACKGROUND INFORMATION ON THE OPERATOR
8
3.
CORPORATE INFORMATION
9
4.
CORPORATE PROFILE
14
5.
THE SUNWAY INTERNATIONAL VACATION CLUB
18
6.
APPLICATION FOR MEMBERSHIP
24
7.
HOLIDAY RESORTS
25
8.
OTHER KEY FEATURES OF SUNWAY
INTERNATIONAL VACATION CLUB
25
9.
THE TRUSTEE FOR THE SCHEME
29
10.
LIAISON COMMITTEE
32
11.
MEETING OF TIMESHARE MEMBERS
33
12.
ACCOUNTANTS’ REPORT
37
13.
FURTHER STATUTORY AND
OTHER GENERAL INFORMATION
58
14.
SALIENT PROVISIONS OF THE TRUST DEED
59
15.
MISCELLANEOUS STATUTORY INFORMATION
63
16.
DOCUMENTS FOR INSPECTION
64
17.
CONSENTS
65
18.
DIRECTORS’ RESPONSIBILITY STATEMENT
66
APPENDIX I
THE HOLIDAY RESORTS
67
APPENDIX II
FACILITIES AT THE HOLIDAY RESORTS AND IN THE
ROOMS OR APARTMENTS OF THE HOLIDAY RESORTS
70
SUNWAY VACATION POINTS TABLE AND SEASON
CALENDAR
74
MAXIMUM SALEABLE SUNWAY VACATION POINTS
75
APPENDIX III
APPENDIX IV
DEFINITIONS
In this prospectus, except where the context requires otherwise, the following definitions shall
apply: “Additional Allotment”
means the additional Sunway Vacation Points that may be
purchased by the Timeshare Member in blocks of a minimum of 25
Sunway Vacation Points or such other number of Sunway Vacation
Points as shall be stipulated by the Operator from time to time;
“Affiliation Agreement”
means the agreement entered into between the Operator and Resort
Condominiums International LLC (RCI), which was incorporated
in Indiana, United States of America and its affiliate, RCI AsiaPacific Pte Ltd, located at 8, Cross Street, PWC Building #0901/05, Singapore 048424;
“Annual Maintenance
Fees”
means the yearly fee to be paid by the Timeshare Member for
maintaining the assets at the Holiday Resorts and administration of
the Timeshare Membership subject always to such variation as may
be permitted and levied by the Operator;
“Bursa Securities”
means Bursa Malaysia Securities Berhad (Company No: 635998W);
“Commencement Date”
means the various dates of the Membership Agreements which are
immediately after the day upon which the Cooling-Off Period
expires, entered into between the various Timeshare Members and
the Operator evidencing the contractual right granted to the
Timeshare Members in respect of the Timeshare Memberships;
“Cooling-Off Period”
means a period of ten (10) days commencing from the date the
application for a Membership is signed with the Operator or its
authorised agents during which the Timeshare Member may
rescind the contract without any deduction or penalty;
“Companies Act”
means the Malaysian Companies Act, 1965 and Companies
Regulations, 1966;
“Derived Points”
means the points derived at from the number of accommodation
units in the Holiday Resorts, from which the Maximum Saleable
Sunway Vacation Points available for sale shall be derived;
“Diamond Membership”
means the membership whereby the Timeshare Member will be
entitled to occupy, subject to availability, accommodation units
which the Operator owns or leases from time to time, based on the
Member’s Allotment for every year for a period of thirty (30) years
commencing on the Commencement Date OR for a period
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commencing on the Commencement Date and expiring on 31st
May, 2044, whichever shall be the earlier; subject to and upon the
terms and conditions contained in the Membership Agreement and
the Rules and Regulations of the Scheme;
“Diamond Points”
means the Sunway Vacation Points to be purchased to be entitled to
a Diamond Membership;
“Effective Date”
means the date of the Trust Deed;
“Entitlement”
means the Sunway Vacation Points conferred onto the Timeshare
Member every year or alternate year, as the case may be, for the
duration of the Term during which the Timeshare Member is
entitled, subject to availability, to the use of the Holiday Resorts in
accordance with the terms herein, the Membership Agreement and
the Rules;
“Facilities”
means the facilities available at each Holiday Resort listed in
Appendix II hereto;
“Holiday Resorts”
means the resorts, holiday apartments, condominiums, chalets or
hotels listed in Appendix I hereto and shall include such other
resorts, holiday apartments, condominiums, chalets or hotels which
the Operator may hereafter provide from time to time as holiday
accommodation for the Timeshare Members;
“Internal Affiliation”
means the additional benefits provided to the Timeshare Members
in the form of alternative accommodation units in other properties
affiliated to or associated with the Holiday Resorts from time to
time whereby the Operator has made arrangements with third
parties for the provision of accommodation units or where there is
an existing reciprocal arrangement to allow Timeshare Members to
exchange the use of their Entitlement at the Holiday Resorts for
stays at such alternative resorts but the ownership of which is not
vested in the Operator or the Trustee;
“Internal Affiliation Fee”
means the sum of monies as shall be charged by the affiliated
resorts from time to time and payable by Timeshare Members for
each exchange by a Timeshare Member for the utilisation of an
accommodation unit in the Internal Affiliation programme;
“Liaison Committee”
means the committee formed for the purpose of establishing a
channel of communication between the Operator and the
Timeshare Members comprising of not less than five (5) and not
more than twenty (20) Timeshare Members;
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“Manager”
means the company appointed or which may be appointed by the
Operator to manage Sunway International Vacation Club.
Currently, the Operator has not appointed any Manager;
“Maximum Saleable
Sunway Vacation Points”
means the maximum Sunway Vacation Points which is saleable by
the Operator, consisting of Diamond Points, Platinum Even Points
and Platinum Odd Points, derived from the Derived Points;
“Member’s Allotment”
means the Sunway Vacation Points being i) the Minimum
Allotment, ii) any Additional Allotment purchased by the
Timeshare Member, and iii) any Sunway Vacation Points
transferred to the Timeshare Member pursuant to any transfer, less
any Sunway Vacation Points transferred by the Timeshare Member,
which are accorded to the Timeshare Members for every year or
alternate year, as the case may be, of the Term, Provided Always
that the Timeshare Member has fully settled all monies (including
the Annual Maintenance Charges) in accordance with the terms and
conditions of the Membership Agreement;
“Membership Agreement” means the agreement entered into between the Operator and
Timeshare Member for sale of the Timeshare Membership
evidencing the contractual right granted to the Timeshare Member
upon and subject to the terms of the Membership Agreement;
“Minimum Allotment”
means the minimum number of Sunway Vacation Points required
to be purchased for a membership in the Sunway International
Vacation Club and which shall form the initial number of Sunway
Vacation Points which shall be allotted to the Timeshare Member
every year or alternate year, as the case may be, made up of the
Sunway Vacation Points initially purchased by the Timeshare
Member under the Membership Agreement;
“Normal Season”
means the days in the calendar year which are neither in the Super
Peak nor Peak Season;
“Operator”
means SUNWAY INTERNATIONAL
BERHAD (COMPANY NO. 644585-X);
“Peak Season”
means all Government School holidays;
“Platinum Membership”
means the collective name for the Platinum Even Membership or
Platinum Odd Membership whereby the Timeshare Member will
be entitled to occupy, subject to availability, accommodation units
Member’s Allotment for alternate years (either even or odd years)
for a period of thirty (30) years commencing on the
Commencement Date OR for a period commencing on the
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VACATION
CLUB
Commencement Date and expiring on 31st May, 2044, whichever
shall be the earlier; subject to and upon the terms and conditions
contained in the Membership Agreement and the Rules and
Regulations of the Scheme;
“Platinum Even
Membership”
means the membership whereby the Timeshare Member will
Member’s Allotment for even numbered calendar years for a
period of thirty (30) years commencing on the Commencement
Date OR for a period commencing on the Commencement Date
and expiring on 31st May, 2044, whichever shall be the earlier;
subject to and upon the terms and conditions contained in the
Membership Agreement and the Rules and Regulations of the
Scheme;
“Platinum Odd
Membership”
means the membership whereby the Timeshare Member will
Member’s Allotment for odd numbered calendar years for a period
of thirty (30) years commencing on the Commencement Date OR
for a period commencing on the Commencement Date and
expiring on 31st May, 2044, whichever shall be the earlier; subject
to and upon the terms and conditions contained in the Membership
Agreement and the Rules and Regulations of the Scheme;
“Platinum Points”
means the collective name for the Platinum Even Points or
Platinum Odd Points;
“Platinum Even Points”
a Platinum Even Membership;
“Platinum Odd Points”
a Platinum Odd Membership;
“Points System”
means the system drawn up, managed and operated by the
Operator to govern and regulate the utilisation of the Sunway
Vacation Points in the Sunway International Vacation Club;
“Purchase Price”
means the monies payable by the Timeshare Member to the
Operator for the conferment of the Member’s Allotment unto to the
Timeshare Member for each and every year or alternate year, as
the case may be, of the Term and for the continued membership of
the Timeshare Member to Sunway International Vacation Club
subject to and upon the terms and conditions contained under the
Membership Agreement;
4
“RCI”
means Resort Condominiums International, LLC. and/or its
affiliate, RCI Asia-Pacific Pte Ltd. Both entities are incorporated
in the State of Indiana, USA;
“Rules”
means the rules and regulations stipulated by the Operator and/or
the Manager from time to time governing Sunway International
Vacation Club and the Timeshare Memberships including the
Points System and utilisation of the Member’s Allotment and shall
include such amendments and modifications made thereto from
time to time;
“Season Calendar ”
means the annual calendar specifying the different dates applicable
for the Super Peak, Peak and Normal Seasons respectively, a copy
of which is annexed in Appendix III hereto. Every year, upon
subsequent confirmation dates for school holidays, public holidays
and festive holidays by the relevant authorities, a revised Season
Calendar will be distributed to the Timeshare Members. The
revised Season Calendar will then take effect and will supersede
the previous Season Calendar distributed;
“Sinking Fund”
means a fund maintained by the Trustee which is made up of ten
percentum (10%) of the Annual Maintenance Fees payable by a
Timeshare Member to the Operator. This fund can only be released
to the Operator to pay for the cost of periodic major repairs or
replacements at the Holiday Resort;
“Sinking Fund Trust
Account”
means the interest-bearing account to be established and managed
by the Trustee in respect of the Sinking Fund;
“Sunway International
Vacation Club” or
“Scheme”
means the Timeshare Membership scheme based on the Points
System operated by the Operator and which provides and
coordinates for its Timeshare Members holiday accommodation
packages at the Holiday Resorts each year or alternate year, as the
case may be, of the Term, from the date of the Membership
Agreement upon the terms and conditions contained in the
Membership Agreement and/or the Rules for Sunway International
Vacation Club;
“Sunway Vacation Points” means the points purchased by the Timeshare Member from the
or “Points”
Operator for the Timeshare Member’s participation in Sunway
International Vacation Club subject to the terms and conditions of
the Membership Agreement and the Rules, each point being a unit
of use for purposes of utilisation of the accommodation units in
conjunction with the Points System operated by the Operator;
5
“Sunway Vacation Points means the table, a specimen copy of which is annexed in Appendix
Table”
III hereto specifying the number of Sunway Vacation Points
required to make reservations. This table is determined by the
Operator or its agent and shall be subject to review from time to
time. Every year, upon subsequent confirmation dates for school
holidays, public holidays and festive holidays by the relevant
authorities, a revised Sunway Vacation Points Table will be
distributed to the Timeshare Members. The revised Sunway
Vacation Points Table will then take effect and will supersede the
previous Sunway Vacation Points Table distributed;
“Super Peak Season”
means all Public and/or State holidays inclusive of the day
immediately prior to and after the said Public and/or State holidays;
“Term”
means the period of thirty (30) years commencing on the
Commencement Date for each Timeshare Membership OR the
period commencing on the Commencement Date for each
Timeshare Membership and expiring on 31st May, 2044, whichever
shall be the earlier; or such other term as the Operator may offer
from time to time, as the case may be;
“Timeshare Members”
means those persons who have acquired a Timeshare Membership
and fully paid the Purchase Price and who are for the time being
registered as Members in the Register of Members or such persons
who may in future acquire Timeshare Memberships and fully pay
the Purchase Price and be registered as Members in the Register of
Members;
“Timeshare Membership” means the contractual right granted to a Timeshare Member by the
Operator pursuant to the purchase of the Minimum Allotment of
Sunway Vacation Points by the Timeshare Member from the
Operator whereupon each Timeshare Member is accorded the
Member’s Allotment for each year or alternate year, as the case
may be, of the Term for utilisation under the Points System
governing Sunway International Vacation Club subject to the terms
and conditions of the Membership Agreement and the Rules;
“Trust Account”
means the interest-bearing account to be established and managed
by the Trustee in respect of all monies receivable by the Operator;
“Trust Deed”
means the trust deed dated 12th July 2005 entered into between the
Operator of the first part, the Trustee of the second part and the
Timeshare Members of the final part and shall include any
amendments, modifications or changes made thereto;
“Trustee”
means AmTRUSTEE BERHAD or the Trustee for the time being
of the Trust Deed, whether original, additional or substituted.
6
Words importing the singular number include the plural and vice versa.
Words importing the masculine gender include the feminine and neuter gender.
Marginal notes and headings are inserted for convenience and shall not be taken into consideration in
the construction of this Prospectus.
Save where the context otherwise requires all references in this Prospectus to other provisions or
clauses of this Prospectus shall be deemed to be references to such other provisions or clauses
modified or varied from time to time.
7
1.
INTRODUCTION TO THE PROSPECTUS
1.1
Prospectus
This Prospectus dated 17th January 2010 is issued by the Operator and shall remain valid
for a period of six (6) months from the date hereof and is applicable for timeshare
memberships in the Sunway International Vacation Club to be sold by the Operator.
A copy of this Prospectus has been lodged with the Registrar of Companies who takes no
responsibility for its contents and is obtainable at the Principal Office of the Operator
during office hours.
The Operator hereby declares:(i)
that no Timeshare Membership shall be sold pursuant to this Prospectus after six
(6) months after the date of this Prospectus, unless otherwise allowed by the
Registrar of Companies;
(ii)
that certificates (“Timeshare Membership Certificate”) shall be issued to
Timeshare Members who purchase Timeshare Memberships pursuant to this
Prospectus not more than two (2) months after the date of the full payment of the
Purchase Price by the Timeshare Member to purchase the Timeshare
Membership.
The Trustee or representatives of the Trustee shall ensure that the Register of Timeshare
Members is properly maintained and to this end the Trustee is empowered and required to
ensure compliance by the Operator in issuing the certificates to the Timeshare Members
as aforesaid.
1.2
Legislation
The principal legislation governing the establishment and operation of timeshare schemes
in Malaysia is Section 84 of the Companies Act, 1965 which inter alia requires any
developer or operator of timeshare schemes intending to offer for sale, any “interest” in a
timeshare scheme to the public which entitles a member the right to use the facilities of
the scheme for a period of not less than three (3) years to comply with the requirements
of Division 5 of Part IV of the Companies Act, 1965 and the policy guidelines issued by
the Registrar of Companies in respect of timesharing arrangements.
2.
BACKGROUND INFORMATION ON THE OPERATOR
2.1
History Of The Operator
SUNWAY INTERNATIONAL VACATION CLUB BERHAD (Company No.
644585-X) was incorporated on 5th March 2004 as a public limited company under the
name of Sunway Vacation Resorts Berhad. On 9th July 2004, the Operator changed its
name to Sunway International Vacation Club Berhad. The paid-up capital of the Operator
8
is Ringgit Malaysia Ten Million (RM10,000,000.00) only consisting of 1,000,000
Ordinary Shares of RM1.00 each and 900,000,000 5% Non-Cumulative Redeemable
Preference Shares of RM0.01 each. The Operator is a wholly-owned subsidiary of
Sunway City Berhad (Company No. 87564-X), a company incorporated in Malaysia and
listed on the Main Board of Bursa Securities with its registered address at Level 16,
Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor
Darul Ehsan.
2.2
Membership In The Malaysian Holiday Timeshare Developers’ Federation
(“MHTDF”)
The Operator is a member of the Malaysian Holiday Timeshare Developers’ Federation
which is the association of timeshare developers/operators in existence in the country
recognised by the Registrar of Companies.
3.
CORPORATE INFORMATION
3.1
Corporate Information of the Operator
SUNWAY INTERNATIONAL VACATION CLUB BERHAD (Company No.
644585-X) is a public company of limited liability incorporated under the laws of
Malaysia with its registered address at Level 16, Menara Sunway, Jalan Lagoon Timur,
Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan and business address at
Level 1, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya,
Selangor Darul Ehsan.
Directors
Name
Address
Occupation
Tan Sri Dato’ Ir Talha
Bin Haji Mohd Hashim
(Chairman)
No. 52, Jalan Setiajaya
Bukit Damansara
50490 Kuala Lumpur
Company
Director
Tan Sri Dato’ (Dr)
R. V. Navaratnam
No. 9, Lorong Medang
Bukit Bandaraya
59100 Kuala Lumpur
Company
Director
Datuk Razman Md Hashim
Bin Che Din Md Hashim
No.18, Jalan Palong
The Mines Resort City
43300 Seri Kembangan
Selangor Darul Ehsan
Company
Director
Ngeow Voon Yean
No. 11, Lorong PJU 3/28D
Sunway Damansara
47810 Petaling Jaya
Company
Director
9
Hanley Chew
No. 27, Jalan PJU3/18E
Damansara Indah Resort Homes
47410 Petaling Jaya
Company
Director
Tan Poh Chan
No. 3, Lorong PJU 3/28F
Sunway Damansara
47810 Petaling Jaya
Company
Director
Name
Address
Occupation
Cirioco Publo
a/l Raj Ashirvathem
Level 1, Menara Sunway
Jalan Lagoon Timur, Bandar Sunway
46150 Petaling Jaya
Tel. No. 603-5639 9993
Fax. No. 603-5639 9555
Chief
Executive
Officer
Address
Occupation
Chief Executive Officer
Company Secretaries
Name
Puan Sri Datin Seri (Dr)
No. 36, Lorong Bukit Pantai Lapan
Cheah Soh Ching @ Cheah Pantai Hill
Seok Cheng (f) (MIA 5601) 59100 Kuala Lumpur
Group
Company
Secretary
Tan Kim Aun
(MAICSA 7002988)
No. 3, Jalan Jaya Baru 3A
Taman Jaya, Off Jalan Cheras
56000 Kuala Lumpur
Company
Secretary
Lee Suan Choo (f)
(MAICSA 7017562)
No. 62, Lorong Jerangor
Taman Chi Liung
41200 Klang
Company
Secretary
Registered Office
Jalan Lagoon Timur
Bandar Sunway
46150 Petaling Jaya
10
Principal Place of Business and Place of Register of Members
Level 1, Menara Sunway,
Jalan Lagoon Timur,
Bandar Sunway,
46150 Petaling Jaya,
Trustee
AmTrustee Berhad
22nd Floor, Bangunan Arab-Malaysian
Jalan Raja Chulan
50200 Kuala Lumpur
Auditors and Reporting Accountants
Messrs. Ernst & Young
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
The Operator and Addresses of its Branches
Any enquiries in relation to this prospectus can be directed to Sunway International
Vacation Club Berhad at: Head Office :
Jalan Lagoon Timur
Bandar Sunway
46150 Petaling Jaya
Tel. No.: 03-5639 9221
Fax No. : 03-5639 9596
Level 2, Pyramid Tower Hotel
Persiaran Lagoon
Bandar Sunway
46150 Petaling Jaya
Tel. No.: 03-56320310
Fax No. : 03-56327043
13-7, The Boulevard,
Lingkaran Syed Putra,
Mid Valley City,
58000 Kuala Lumpur
Tel. No.: 03-22845380
Fax No. : 03-22845348
Branches
Pyramid Tower Hotel :
Mid Valley :
11
Georgetown :
Seberang Jaya :
Alor Setar :
C/O Sunway Hotel Georgetown
Lower Ground Floor
33, New Lane
(Off Macalister Road)
10400 Georgetown, Penang
Tel. No.: 04-227 3593
Fax No. : 04-227 3423
C/O Sunway Hotel Seberang Jaya
Level 15, Club Classic
11 Lebuh Tenggiri Dua
Pusat Bandar Seberang Jaya
13700 Prai, Penang
Tel. No.: 04-390 3737
Fax No. : 04-390 1696
No. 7, 1st Floor
Pekan Simpang Kuala
05050 Alor Setar
Tel. No.: 04-772 8600
Fax No. : 04-772 8689
12
3.2
Corporate Information of the Marketing Agent
On 20th June 2005, the Operator and Sun Lifestyle Corporation Sdn Bhd (Company No.
683299-H) entered into an agreement whereby the Operator agreed to appoint Sun
Lifestyle Corporation Sdn Bhd as its marketing agent upon the terms and conditions in
the agreement.
Directors
Name
Address
Occupation
Lee Woon Chieh
No. 30, Jalan Sibu 2
Taman Wahyu
68100 Batu Caves
Company
Director
Tan Moh Yen
No. 5, Jalan Tr 9-1
Tropicana Golf and Country Club
40710 Selangor Darul Ehsan
Chief Executive
Officer / Company
Director
Registered Address
No. 6, Jalan Limau Gedong
Jalan Meru, 41050 Klang
Place of Business
Level 2, Pyramid Tower at Sunway Resort Hotel & Spa
Persiaran Lagoon, Bandar Sunway
46150 Petaling Jaya, Selangor Darul Ehsan
Company Secretary
3.3
Name
Address
Occupation
Ho Shook Meng
(MAICSA 7022298)
No. 10, Jalan 69
Kepong Baru, Kepong
52100 Kuala Lumpur
Company Secretary
The Manager
The Operator being the proprietor and Manager of Sunway International Vacation Club is
not subjected to any deed regulating its retirement removal and replacement as the
Operator and Manager. The Operator may, with prior approval from the Trustee and the
Registrar of Companies, appoint a Manager to manage Sunway International Vacation
Club but the Manager shall have no right whatsoever to remove retire and replace the
Operator nor does the Manager have any powers whatsoever to terminate Sunway
International Vacation Club.
13
The Operator being the Manager will be solely responsible for the management, upkeep
and maintenance of the accommodations at the Holiday Resorts. Expenses incurred on
this will be accounted for against the monies received for the Annual Maintenance Fees.
However, some resorts may require the Timeshare Member to bear expenses on utilities
such as electricity and housekeeping.
The overall control and management of the day-to-day affairs of the Holiday Resorts
under the Scheme shall be vested with the Manager.
Should the Operator appoint a Manager, such Manager may retire or resign as Manager
upon giving three (3) months’ written notice to the Operator of its desire to do so or such
shorter period as the Operator and the Trustee shall agree.
Such Manager shall on retirement or resignation deliver to the Operator or such person
appointed by the Operator all books, documents, records and whatsoever relating to the
Sunway International Vacation Club.
Such Manager may be removed and another Manager appointed by the Operator with the
prior consent of the Trustee.
3.4
The Marketing Agent(s)
The Operator is the issuer of the Timeshare Memberships and may with prior consent of
the Registrar of Companies appoint a marketing agent(s) (hereinafter referred to as “the
Marketing Agent(s)”) as its agent to promote and/or sell the Timeshare Memberships
upon such terms and conditions as shall be agreed upon between the Operator and the
Marketing Agent(s).
The Operator may appoint such other marketing agent(s) from time to time to replace the
Marketing Agent(s) and/or in addition to the Marketing Agent(s) to promote and/or sell
the Timeshare Memberships subject to the prior written consent of the Registrar of
Companies having been obtained first.
4.
CORPORATE PROFILE
4.1
Corporate Profile of the Board of Directors
Directors
Tan Sri Dato’ Ir Talha Bin Haji Mohd Hashim
Tan Sri Dato’ Ir Talha Bin Haji Mohd Hashim, Malaysian, was appointed to the Board on
3 August 2004.
He is a Civil Engineer by profession and graduated from Brighton Technical College,
United Kingdom with a Diploma in Civil Engineering in 1959 and a Master in
14
Management from Asian Institute of Management, Manila in 1976. He is a Professional
Engineer registered with the Board of Engineers, Malaysia since 1974; Fellow of
Institution of Engineers, Malaysia since 1979; Chartered Engineer registered with the
Engineering Council, United Kingdom since 1989; Fellow of Institution of Civil
Engineers, United Kingdom since 1989; Fellow of Institution of Highways and
Transportation, United Kingdom since 1990 and a Member of Association of Consulting
Engineers, Malaysia since 1990. He is also a Member of Malaysian Institute of
Management since 1976. He was conferred a Fellowship by The Malaysian Institute of
Directors in July 2007.
He started his career as a Civil Engineer with the Public Works Department, Malaysia in
1959 and after holding various posts at District, State and Branch levels, he was
appointed as Director-General of Public Works, Malaysia in 1985. He retired from the
Government in 1990.
Tan Sri Dato’ (Dr) R V Navaratnam
Tan Sri Dato’ (Dr) R V Navaratnam, Malaysian, was appointed to the Board on 3 August
2004.
He attained a Bachelor of Arts (Honours) Econs from University of Malaya in Singapore
in 1959, Diploma from Royal Institute of Public Administration in London in 1963 and a
Masters in Public Administration (Econs) from Harvard University, USA in 1969. He
was awarded an Honorary Doctorate of Laws by the Oxford Brookes University (UK) in
2000.
He has held various senior positions with the Ministry of Finance (last position held:
Deputy Secretary-General) and retired as Secretary-General with the Ministry of
Transport (1986-1989).
He was also an Alternate Executive Director of the World Bank, Washington D.C. (19711972), Chairman of the ASEAN Committee on Transportation and Communication
(1986-1989), a Member of the National Development Planning Committee (1989) and a
Member of the Securities Commission.
After leaving public service, he joined Bank Buruh (M) Bhd as Chief Executive Officer
and served for 5 years (1989-1994).
He was Vice Chairman of the Malaysian Business Council, was a member of the
Malaysian External Trade Development Corporation (MATRADE), Director of the
Malaysian Industry-Government Group for High Technology (MIGHT) and appointed
member of the National Economic Consultative Council (MAPEN II) in August 1999. He
was Vice President of the Malaysian Economic Association and the Vice President of the
Harvard Club.
He is presently a member of the Court and Council of the Malaysian Institute of
Management. He is also presently the Corporate Adviser of Sunway Group, Director of
15
Asian Strategy & Leadership Incorporated Sdn Bhd (ASLI), Chairman of ASLI Centre
for Public Policy Studies (CPPS) Work Programme, Deputy Chairman and Pro
Chancellor of Sunway University College Sdn Bhd as well as a member of the Board of
Directors of Monash University Sunway Campus Malaysia Sdn Bhd.
Datuk Razman M Hashim
Datuk Razman M Hashim, Malaysian, was appointed to the Board on 3 August 2004.
He is a member of Australian Institute of Bankers with more than 37 years of experience
in the banking industry. He joined Standard Chartered Bank Malaysia Berhad in 1964
and served in various capacities including secondments to the Bank’s branches in
London, Europe, Hong Kong and Singapore. In 1994, he was appointed as Executive
Director/Deputy Chief Executive of Standard Chartered Bank Malaysia Berhad until his
retirement in June 1999. In the same month in 1999, he was appointed as Chairman of
MBf Finance Berhad by Bank Negara Malaysia as its nominee until January 2002 when
the finance company was sold to Arab-Malaysian Group.
Ngeow Voon Yean
Ngeow Voon Yean, Malaysian, was appointed to the Board on 5 March 2004.
He holds a Bachelor of Commerce Degree majoring in Business Studies and Economics
from University of Auckland, New Zealand. He is a Council Member of Malaysian
Association of Hotel Owners (MAHO), a Member of International Council of Shopping
Centers (ICSC) and a Member of ICSC Asia Pacific Advisory Committee.
He has 27 years of working experience in property development and investment, and
management industry. He was the Founder President of Shopping and Highrise Buildings
Association in both Malaysia and Singapore. He has wide experience in the development
and management of mixed-use developments. He began his career with Landmarks
Holdings Bhd, the developer owner of Sungei Wang Plaza, Regent Hotel and Metroplex
Holdings Sdn Bhd, the developer of The Mall and subsequently moved to Singapore to
join Marina Centre Holdings Pte Ltd, the developer and manager of Marina Square, a
mixed-use waterfront development in Singapore. He later joined Suntec City
Development Pte Ltd as the General Manager-Business Development/Retail, the
developer and owner of Singapore’s largest private mixed-use development comprising
convention, exhibition, shopping and office.
He is currently the Managing Director (Property Investment Division) of Sunway City
Berhad.
Hanley Chew
Hanley Chew, Malaysian, was appointed to the Board on 25 January 2007.
He holds a Degree in Company Secretary Practices and Financial Accounting, Institute of
Chartered Secretaries & Administrators (ICSA) London.
16
He brings vast hotel and travel industry experience to Sunway City Berhad, the holding
company of Sunway International Vacation Club Berhad, having spent 19 years in a
number of key positions with international and local hotels chains. He last held the
position of Vice President – Business Development, a role he took on in 2002 when he
joined Sunway City Berhad.
He is responsible for the management of all hotels within the Sunway and Allson brands.
He also has a key role in the development of new management contracts within the
region.
He is currently the Chief Executive Officer of Sunway International Hotels & Resorts
Sdn Bhd and also oversees Sunway International Vacation Club Berhad effective from 1
January 2006. All global functions, regional heads and hotel general managers of the
respective branches report to him.
Tan Poh Chan
Tan Poh Chan, Malaysian, was appointed to the Board of Directors on 1 April 2008. She
holds a degree in Accounting from the University of Malaya. She started her career in
Ernst & Young and is a member of the Malaysian Institute of Accountants (MIA).
After 5 years of audit and tax experiences, she joined Sunway City Berhad as an
accountant in 1989 and later promoted as its head of finance. During her tenure of
service, she played a key role in the strategic expansion of the Group including the listing
of Sunway City Berhad on the Main Board of Bursa Malaysia Securities Berhad in 1996.
As part of job rotation within Sunway Group, she then moved on to head the finance
department of another listed group, Sunway Construction Berhad in 1999, which was
privatised by its parent company 5 years later.
She is currently the Chief Financial Officer of Sunway City Berhad.
Chief Executive Officer
Cirioco Publo a/l Raj Ashirvathem
Cirioco Publo a/l Raj Ashirvathem, Malaysian, was appointed as CEO for Sunway
International Vacation Club Bhd’s timeshare scheme on 17 December 2007.
Publo is a graduate from the University of Central Lancashire (UK) in Business
Administration and has earned an MBA (International Management) from RMIT
University, Australia. He is currently an EXCO member to the Malaysian Holiday
Timeshare Developers Federation. He brings with him more than 20 years of extensive
experience within a variety of industries that included Insurance, Real Estate, and Travel
& Tourism with specialization in business consultancy, business development, sales &
marketing and corporate training & development.
17
4.2
Corporate Profile of the Board of Directors and Chief Executive Officer of the
Marketing Agent
Tan Moh Yen (Chief Executive Officer)
Tan Moh Yen obtained his Bachelor of Accounting & Finance from the University of
Kent. As the Chief Executive Officer, his key role includes spearheading and managing
the sales management and telemarketing team. Mr Tan has over six (6) years’ experience
in the timeshare industry, including expertise in sales, manpower and recruitment,
training, development and motivational skills.
Lee Woon Chieh
Lee Woon Chieh obtained his Bachelor of Commerce from Curtin University, Australia.
His key role includes directing, coordinating and identifying sales and marketing
strategies and plans to ensure that the company keeps ahead of its competitors. He
conducts regular training and motivational talks to the sales personnel and telemarketing
teams to maintain sales productivity. Mr Lee has over six (6) years’ experience in the
timeshare industry.
5.
THE SUNWAY INTERNATIONAL VACATION CLUB
5.1
Nature of the Scheme
The Sunway International Vacation Club is a membership scheme operated under the
Points System where subscribers purchase the Minimum Allotment of Points to be
entitled to a Timeshare Membership in the Sunway International Vacation Club.
Membership in the Scheme will confer upon the Timeshare Members (i) the right to use
and occupy, subject to availability and on a “first-come-first-served” basis, holiday
accommodation at the Holiday Resorts that the Operator may provide from time to time
to be utilised in accordance with, and subject to, the Points System, based on the
Member’s Allotment for every year or alternate year, as the case may be (hereinafter
referred to as “the Entitlement”), for the duration of the Term, and in accordance with
the terms and conditions contained in the Membership Agreement, the Affiliation
Agreement and the Rules; and (ii) the right to use the Facilities as the Operator may
provide from time to time at the Holiday Resorts subject to the Points System, the Rules
and the terms and regulations of each Holiday Resort.
The period of Entitlement (hereinafter referred to as “the Period of Entitlement”) to use
the accommodation units, whether every year or alternate year, as the case may be, will
be based on an “Anniversary Year” basis, i.e. the Timeshare Members would have a
period of 12 months or 365 days (commencing on the date of their respective
Membership Agreement and anniversary dates thereafter) during each Entitlement in
which to utilise the Member’s Allotment;
18
The accorded number of Points will determine the length of stay based on the Season
Calendar as well as the type of accommodation offered in the various Holiday Resorts or
under the Internal Affiliation programme, to which the Timeshare Member is entitled for
every year or alternate year, as the case may be, of the Term. Timeshare Members who
purchase Sunway Vacation Points in the Sunway International Vacation Club shall, in
addition to this Prospectus, be given a set of Rules to enable them to better understand the
Points System.
The Operator has for the purposes of operating the Scheme, purchased the
accommodation units at the Holiday Resorts listed in Appendix I hereto.
The Sunway International Vacation Club is a “right-to-use” scheme and does not create
in or confer upon the Timeshare Members any title, interest (actual or beneficial),
tenancy, estate, share, ownership or proprietary right whatsoever in or over any of the
Holiday Resorts or in the assets or business or undertakings of the Operator and the
Timeshare Members are not entitled to distribution of income of any nature whatsoever.
Timeshare Membership in the Scheme confers upon a Timeshare Member the right as a
mere licensee of the Operator to enter into the Holiday Resorts to use and enjoy in
common with other Timeshare Members and persons permitted by the Operator, the
accommodations in the Holiday Resorts based on the Member’s Allotment conferred
onto the Timeshare Member for each year or alternate year, as the case may be, of the
Term to be utilised in accordance with: (i) the Points System; (ii) the terms and
conditions of the Membership Agreement; and (iii) the Rules, and the terms and
conditions of the Affiliation Agreement, if applicable.
The use of the accommodations in the Holiday Resorts is always subject to availability
and reservation requirements.
5.2
Rights of the Timeshare Member
i)
Right to Utilise Accommodations
Pursuant to the purchase of a Timeshare Membership, the Timeshare Member has the
right to utilise the accommodations offered in the various Holiday Resorts or under the
Internal Affiliation programme based on the Member’s Allotment of Sunway Vacation
Points conferred onto the Timeshare Member every year or alternate year, as the case
may be, of the Term, subject to the terms and conditions contained in the Membership
Agreement, Affiliation Agreement and the Rules.
The utilization of the Member’s Allotment of Points shall be governed by the Points
Utilisation Table in accordance with the Season Calendar, both set out in Appendix III
hereto. The appropriate number of Points shall be deducted from the Member’s
Allotment for every reservation made.
19
ii)
Redemption of Vouchers
Alternatively, subject to the full payment of the Purchase Price and any other outstanding
amounts due to the Operator, Timeshare Members have the option to utilize 10% of the
Member’s Allotment to redeem, subject to availability, vouchers for the theme park,
discount for medical check-ups and other benefits at participating establishments subject
to the payment of the relevant charges, fees, terms and conditions imposed by the
participating establishments. The value ascribed to the Points for redemption shall be
determined by the Operator from time to time. The Points redeemed are not exchangeable
for cash and the value may not cover the full charges or fees for the benefit. Redemption
of Points must be made at least three (3) months in advance. The Operator reserves the
right to change the list of participating establishments from time to time. Timeshare
Members are advised to obtain further information from Member Services on the
redemption options and list of participating establishments.
5.3
Types of Membership Available
The categories of Timeshare Memberships in the Sunway International Vacation Club
currently offered by the Operator are as follows:i)
Diamond Membership
The Timeshare Member will be entitled to occupy, subject to availability,
accommodation units which the Operator owns or leases from time to time, based
on the Member’s Allotment of Diamond Points, for every year for a period of
thirty (30) years commencing on the Commencement Date OR for a period
commencing on the Commencement Date and expiring on 31st May, 2044,
whichever shall be the earlier; subject to and upon the terms and conditions
contained in the Membership Agreement and the Rules and Regulations of the
Scheme.
ii)
Platinum Even Membership
on the Member’s Allotment of Platinum Even Points, for even numbered calendar
years for a period of thirty (30) years commencing on the Commencement Date
OR for a period commencing on the Commencement Date and expiring on 31st
May, 2044, whichever shall be the earlier; subject to and upon the terms and
conditions contained in the Membership Agreement and the Rules and
Regulations of the Scheme.
iii)
Platinum Odd Membership
on the Member’s Allotment of Platinum Odd Points, for odd numbered calendar
years for a period of thirty (30) years commencing on the Commencement Date
20
OR for a period commencing on the Commencement Date and expiring on 31st
May, 2044, whichever shall be the earlier; subject to and upon the terms and
conditions contained in the Membership Agreement and the Rules and
Regulations of the Scheme.
The Operator may increase the categories of Timeshare Memberships stated herein in
future by the creation of new categories of Timeshare Memberships with a shorter or
different term from the Term stated herein, with prior approval from the Trustee and the
Registrar of Companies.
5.4
Maximum Derived Points and Maximum Saleable Sunway Vacation Points
The number of points allotted for each accommodation unit and the total number of
points allotted for all the accommodation units for a year is more particularly shown in
Appendix IV hereto Subject Always that the Operator undertakes to retain and not to sell
two percent (2%) of the total Derived Points for purposes of maintenance and up-keep of
the Holiday Resorts. The net Derived Points (hereinafter referred to as “the Net Derived
Points”) that the Operator shall offer to the public is more particularly shown in
Appendix IV hereto. As at 7th January 2010, the balance saleable point is 883,378 points.
Balance Saleable Point as at 7th January 2010
No. of Members
Maximum
Saleable
Points
As at
As at Move13.07.09 07.01.10 ments
Diamond
(A)
No. of Points Sold
(Cumulative)
(B)
As at
As at
13.07.09
07.01.10
Balance
Saleable
Points
(C = A - B)
1,093
1,392
299
688,786
335,182
428,572
260,214
Platinum Even 1,684
1,663
(21)
1,067,892
494,634
488,254
579,638
Platinum Odd
Total
1,482
4,537
346
624
484,120
2,240,798
335,734
1,165,550
440,594
1,357,420
43,526
883,378
1,136
3,913
Due to the fact that the Platinum Membership is an alternate year membership, each Net
Derived Point allocated to the Platinum Membership can be sold twice.
The Operator may, with prior approval from the Trustee and the Registrar of Companies,
decide the number of Net Derived Points to be allocated to the Diamond and Platinum
Memberships respectively.
The computation of the Maximum Saleable Sunway Vacation Points consisting of
Diamond Points, Platinum Even Points and Platinum Odd Points by the allocation of the
Net Derived Points is derived at in the manner more particularly shown in Appendix IV
hereto.
The Operator shall ensure that at any time the Maximum Saleable Sunway Vacation
Points offered for sale to the public shall not exceed the Net Derived Points from which
the Maximum Saleable Sunway Vacation Points are derived.
21
Additional Sunway Vacation Points may be created from the addition of accommodation
units to the inventory of the Sunway International Vacation Club or re-distribution of the
Net Derived Points for each category of Membership from time to time, as the case may
be.
The Operator shall not issue more than 50% of its Maximum Saleable Sunway Vacation
Points to foreigners PROVIDED ALWAYS that if the Sunway Vacation Points allocated
by the Operator to Malaysians are not purchased by Malaysians after the expiry of a
period of twelve (12) months from the date hereof, the Operator shall be entitled to offer
such Sunway Vacation Points to foreigners upon such terms and conditions as may be
prevailing and as imposed by the relevant authorities at the relevant time.
5.5
Purchase Price
The minimum Sunway Vacation Points to be purchased for a Timeshare Membership in
the Sunway International Vacation Club is 270 Sunway Vacation Points. However, the
Operator reserves the exclusive right to vary the points for the Minimum Allotment from
time to time provided that the Trustee is notified on the variation made or to be made.
The price of Sunway Vacation Points offered to the public by the Operator during the
Initial Launch and currently is as follows:Type of
Membership
Price Per Point
No. of Points
Purchase Price
Diamond
RM75.00 (“Higher Bracket”)
RM65.00 (“Lower Bracket”)
270
500
RM20,250.00
RM32,500.00
Platinum Even
270
500
RM12,150.00
RM20,000.00
Platinum Odd
270
500
RM12,150.00
RM20,000.00
The Operator reserves the right, as it deems fit, to determine the purchase price payable
for the Sunway Vacation Points for subsequent sales after the initial launch, taking into
consideration amongst other factors, market forces.
The Purchase Price for the Additional Allotment will be based on the existing number of
points in the Member’s Allotment. If the existing Member’s Allotment, together with the
Additional Allotment adds up to LESS than 500 points, the Purchase Price of the
Additional Allotment will be based on the Higher Bracket. If the existing Member’s
Allotment, together with the Additional Allotment adds up to MORE than 500 points, the
Purchase Price of the Additional Allotment will be based on the Lower Bracket.
22
5.6
Other Dues and Charges
i)
Annual Maintenance Fees
In addition to the Purchase Price, Timeshare Members are also required to pay an Annual
Maintenance Fee which will be used by the Operator for the maintenance and upkeep of
the Holiday Resorts. The Annual Maintenance Fee payable is dependent on the number
of Sunway Vacation Points purchased by the Timeshare Member.
The Annual Maintenance Fees shall be payable every year for the Diamond
Memberships; and every alternate even or odd year for the Platinum Even or Platinum
Odd Memberships respectively.
The Annual Maintenance Fee may be reviewed from time to time depending on costs
incurred for the operation, maintenance and upkeep of hotels and resorts, facilities,
reservation systems and other administrative costs Provided that any increase exceeding
five per cent (5%) of the prevailing Annual Maintenance Fee shall require the prior
approval of the Trustee. Ten per centum (10%) of the Annual Maintenance Fee will be
put into a Sinking Fund Trust Account. Funds from this Account will be used for major
repairs and refurbishment.
The Annual Maintenance Fee as at the date of this Prospectus is RM1.10 per Sunway
Vacation Point (excluding government tax) per annum.
The Timeshare Member shall pay the Annual Maintenance Fees for the following Period
of Entitlement to the Operator on the date of issuance of the relevant statement (“the
billing date”) by the Operator whether or not the Timeshare Member has used the Points
during the preceding Period of Entitlement. The Operator shall issue the relevant
statement to the Timeshare Member on the first day of the calendar month of the
following Period of Entitlement.
ii)
Late Payment Charges
The Operator is entitled to impose late payment charges of 2% per month with monthly
rests on the outstanding sum owing for any overdue payment of the Annual Maintenance
Fees and any other moneys due and owing to the Operator calculated from the due date of
payment of all such moneys overdue until the date of actual payment.
5.7
Register of Timeshare Members
The Operator shall establish and maintain a Register of the Timeshare Members which
shall be kept under the control of the Operator in written form or by other means
(including microfilm, microfiche or electronic recording) as the Trustee may from time to
time approve, with the following details:(a)
the names, addresses, identity card or passport number and the membership
number of each Timeshare Member;
23
(b)
the date on which the name of each Timeshare Member was entered into the
Register;
(c)
the date on which any person ceases to be a Timeshare Member;
(d)
all transactions involving the Timeshare Member;
(e)
any change of name or address or identity card or passport number or any other
relevant details on the part of the Timeshare Member;
(f)
any other details involving the Timeshare member which are deemed necessary
by the Operator.
The Register of Members shall be kept up to date.
In the event of any discrepancy whatsoever, unless manifestly incorrect, the entries made
in the Register of Members shall be deemed to be correct and the Trustee shall be entitled
to accept the Register of Members as being correct as at that time.
Timeshare Members shall notify the Operator in writing of any change of the above
details or any other relevant particulars on the part of any Timeshare Member and the
Operator shall update the Register accordingly.
The Trustee shall ensure that the Register of Members is properly maintained and that the
maximum number of the Points for sale correspond to the number of units available in
the Holiday Resorts.
The Operator shall ensure that the Register of Members shall be made available for
inspection of the Trustee and/or Timeshare Members at the place of business of the
Operator free of charge during working hours of the Operator and shall ensure that all
information and extracts from the Register of Members as requested by the Trustee from
time to time is provided to the Trustee in an expedient manner.
The Operator reserves the right to delete the names of the Timeshare Members whose
Timeshare Memberships are terminated.
The Register is available for inspection at the Operator’s principal place of business,
without any charge, by the Timeshare Members and the Trustee from 9.00 a.m. to 6.00
p.m. on Mondays to Fridays except public holidays.
6.
APPLICATION FOR MEMBERSHIP
An applicant (“Applicant”) may purchase a Timeshare Membership by executing an
application form in the form prescribed by the Operator (“the Application Form”) to be
submitted together with the requisite payment of a minimum of ten per cent (10%) of the
Purchase Price to the Operator. All payments shall be made payable to the Trustee and
24
shall state that it is for the account of the AMTB for Sunway International Vacation
Club Trust Fund.
6.1
Cooling Off Period
Notwithstanding the submission of the Application Form, an Applicant is entitled to elect
in writing to withdraw his/her application for the purchase of any Timeshare Membership
by giving notice in writing to and the receipt of which shall be duly acknowledged by the
Operator, during the Cooling-Off Period (10 days) and to obtain a full refund of such
sums of moneys paid free of interest without any deduction or penalty within sixty (60)
days from the date of such application.
Upon the expiry of the Cooling-Off Period, the Operator is entitled to either accept or
reject the application of an Applicant. If any application is rejected, the full amount of the
sum paid by the Applicant shall be refunded to the Applicant.
7.
HOLIDAY RESORTS
The Holiday Resorts and details of ownership, encumbrances and list of accommodation
units allocated to the different types of Memberships offered in the Scheme are set out in
Appendix I hereto.
The list of facilities and amenities available at each Holiday Resort and in the
accommodation units is set out in Appendix II hereto.
8.
OTHER KEY FEATURES OF SUNWAY INTERNATIONAL VACATION CLUB
8.1
Exchange Facility
i)
Affiliation with RCI
The Operator is affiliated with Resort Condominiums International LLC (RCI), a
Delaware limited liability company having offices and its principal place of business at 7
Sylvan Way, Parsippany, New Jersey 07054, U.S.A.
Currently, there are over 4,000 RCI affiliated resorts in nearly 100 countries around the
world.
This affiliation enables the Timeshare Members to exchange the Points for holiday
accommodations at RCI-affiliated resorts. Timeshare Members may participate in the
RCI Exchange System, which entitles the Timeshare Members the right to request
exchange privileges and to receive other RCI member benefits subject to the payment of
membership fees (to be renewed annually with renewal fees) and Exchange Fees stated
below. Subsequent annual renewal fees are to be paid by Timeshare Members as set out
below. The Renewal and Exchange Fees are subject to change from time to time.
25
Under the RCI Exchange System, Timeshare Members can trade a week (270 Points)
from the RCI Spacebank Pool (a compilation of deposit weeks from timeshare members
worldwide trading their vacation week for another week locally or overseas).
The Operator does not have any control or interest in RCI and the RCI Exchange System
are subject to availability, exchange rules and such terms and conditions as may be
imposed by RCI from time to time.
RCI Fees
Annual Renewal Fees



1 year
3 years
5 years
S$150
S$360
S$500
Exchange Fees
The following RCI Exchange Fees are payable per confirmed reservation for
accommodation through the RCI Exchange System in:






Intra-Asia
International
Domestic
Guest Certificates
Weekend Exchange
Midweek Exchange
S$168
S$388
S$168
S$70
S$119
S$119
RCI reserves the right to change the fees from time to time.
ii)
Internal Affiliation and Exchange
As an additional benefit to Timeshare Members, the Operator may, from time to time,
arrange for affiliations with third party resort operators (either locally within Malaysia or
internationally) for reciprocal arrangements to provide additional accommodation units in
properties affiliated with the Operator, for the Timeshare Members to exchange their
Points for utilisation at such affiliated resorts and vice versa (“Internal Affiliation”). A
fee (hereinafter referred to as “Internal Affiliation Fee”) of such amount as shall be
charged by the affiliated resorts from time to time shall be payable by Timeshare
Members for reservations made through the Internal Affiliation programme.
The Internal Affiliation exchange is not a guaranteed right and shall be subject to
availability of accommodation at such affiliated resorts. It is hereby expressly stipulated
that any arrangement entered into by the Operator shall not be perpetual and shall be
subject to termination or change by either the Operator or the affiliated resorts. Pursuant
thereto, the Operator shall not be liable to any Timeshare Members whatsoever for any
change and/or termination thereof and/or non-replacement thereto. Timeshare Members
26
are obliged to make the necessary enquiries with Member Services prior to making an
exchange.
Timeshare Members who exercise the option to make an exchange for the utilisation of
accommodations in the Internal Affiliation programme will have the relevant number of
Points deducted accordingly, depending on seasonality, availability and the affiliated
resorts’ exchange requirements. Timeshare Members are advised to obtain further
information from Member Services on the list of affiliated resorts in the Internal
Affiliation programme and exchange requirements for such utilisation.
8.2
Transfer / Transmission of Membership
i)
Provided that the Timeshare Member is not in breach of any of the terms and conditions
of the Membership Agreement and the Rules and no monies are due and owing to the
Operator, the Timeshare Membership may be transferable/assignable (in whole only but
not in part) to a third party (“the Transferee”) subject to the prior written
consent/approval of the Operator and subject to the fulfillment of all the terms and
conditions of the Membership Agreement and the Rules (if applicable) governing the
assignment of such Membership and subject to the following conditions:a)
full settlement of the Purchase Price or full settlement of monies for any
Additional Allotment, whichever shall be the later;
b)
the Timeshare Member shall have paid in full all monies due, payable and owing
to the Operator the under the terms and conditions of the Membership Agreement;
c)
the proposed Transferee is a person acceptable to the Operator and the proposed
Transferee agrees in writing to be bound by the terms and conditions of the
Membership Agreement as if he was a party thereto in place of the Timeshare
Member;
d)
the Timeshare Member shall have given notice in writing to the Operator of the
proposed transfer giving the name of the proposed Transferee in the prescribed
form and such other particulars and information as the Operator may require at
least two(2) months before the date of the proposed transfer;
e)
the Timeshare Member shall have paid to the Operator a fixed charge in the sum
equivalent to ten per centum (10%) of the prevailing market price of the
Timeshare Membership sold by the Operator at the point of transfer (“the
Transfer Fee”) or such other amount as shall be determined by the Operator as
the Transfer Fee from time to time, on giving the notice in writing as aforesaid for
such transfer;
f)
the Timeshare Member is required to furnish to the proposed Transferee a copy of
the current statement (prospectus) failing which the said Timeshare Member
would be committing an offence under Section 363 of the Companies Act;
27
g)
ii)
the Timeshare Member who wishes to sell his/her Timeshare will be provided
with a current statement (prospectus) within 14 days upon request in writing and
payment of a fee not exceeding RM20.00 to the Operator.
The Timeshare Member and any person who intends to purchase a Timeshare
Membership is entitled to request, on payment of a fee not exceeding Ringgit Malaysia
Five (RM5.00) only, that the Operator furnishes him within fourteen (14) days of such
payment, a certificate certifying inter alia:(a)
that the Purchase Price and the Annual Maintenance Fees are in good standing
and not in arrears;
(b)
a disclosure of all legal proceedings in existence or contemplated (if any) that the
Operator is aware of, affecting the Operator and/or Sunway International
Vacation Club; and
(c)
whether the Holiday Resorts are sufficiently covered by insurance.
iii)
The Operator may decline to register any transfer of Timeshare Membership where the
Timeshare Member making the transfer has not fulfilled all necessary terms and
conditions of the Timeshare Membership including those terms and conditions contained
under the Membership Agreement and/or the Rules. In the event that the account of the
Timeshare Member making the transfer is not found to be in good standing, the Operator
shall not register the transfer until all dues and fees have been satisfactorily settled by the
said Timeshare Member.
iv)
The transfer shall be deemed to be effective upon the Operator admitting the Transferee
into the Register of Members.
v)
Upon the registration of the transfer of the Timeshare Membership, the Transferee shall
be entitled to receive all relevant documents evidencing his title to such Timeshare
Membership and he shall thereafter be a Timeshare Member of Sunway International
Vacation Club. The name of the Transferor shall be superseded by the name of the
Transferee in the Register of Members and all relevant documents of Timeshare
Membership will thereafter be updated.
vi)
Subject to the provisions of the Membership Agreement, the rights and obligations of a
Timeshare Member who is natural person may in consequence of his death, bankruptcy
of legal incapacity devolve upon his legal representative or any person lawfully entitled
to it by forwarding such evidence acceptable to the Operator.
28
9.
THE TRUSTEE FOR THE SCHEME
9.1
The Trust Deed and Parties to the Deed
The Operator, the Trustee and the Timeshare Members have entered into a Trust Deed
dated 12th July 2005. The appointment of AmTrustee Berhad as the Trustee has been
made for the benefit and in the interest of the Timeshare Members in the Scheme.
The main purpose of the Trust Deed is to protect the rights and interests of Timeshare
Members. The Trust Deed specifically sets down, amongst other things, the duties and
responsibilities of the Trustee which include administration of the Trust Account into
which all monies received from Timeshare Members are paid and ensuring that monies
released to the Operator are used appropriately in accordance with the terms and
conditions of the Trust Deed. This basically ensures that there will be enough funds from
monies received from Timeshare Members to maintain the quality and standards of the
Holiday Resorts for the enjoyment of Timeshare Members for the full duration of the
Scheme.
A copy of the Trust Deed will be made available to Timeshare Members for their perusal
at the Operator’s premises during office hours.
The Trust Deed of the Operator has been amended to allocated apartments for each type
of membership (First Supplemental Trust Deed dated 29th March 2007)
9.2
The Trustee
AmTrustee Berhad (Company No. 163032-V) is a company incorporated in Malaysia and
registered as a trust company pursuant to the Trust Companies Act, 1949 and has its
registered office at 22nd Floor, Bangunan AmBank Group, Jalan Raja Chulan, 50200
Kuala Lumpur.
The principal responsibilities of the Trustee are set out at length in this Prospectus.
9.3
Covenants and Duties Of The Trustee
The Trustee covenants with the Operator and with the intent that the benefit of the
covenants enure not only to the Operator but also to the Timeshare Members jointly, and
each of them severally, that during the term of its appointment under the Trust Deed, it
shall:(a)
exercise all due diligence and vigilance in carrying out its functions and duties
therein and overseeing the rights and interests of the Timeshare Members as
therein described;
(b)
in the event that trust accounts are to be established by it pursuant to the
provisions therein, deal with the funds in the trust accounts in the manner
stipulated therein;
29
(c)
ensure that the Register of Members is properly maintained by the Operator;
(d)
ensure that the Holiday Resorts are adequately covered by insurance for the
duration of the term of the Timeshare Memberships;
(e)
keep or cause to be kept proper books of account in relation to the interests to
which the Trust Deed relates;
(f)
cause those accounts to be audited at the end of each financial year by the
Auditors;
(g)
send or cause to be sent by post a statement of the accounts of the Trust Fund with
the report of the Auditors thereon within two months of the end of the financial
year to each of the Timeshare Members;
(h)
ensure that the Operator’s obligations are properly discharged.
(i)
ensure that the development and facilities of the Holiday Resorts as promised in
this Trust Deed are delivered and properly maintained;
(j)
make regular visits to the inventories allocated at the Holiday Resorts, to inspect
the conditions of the said inventories and its facilities and seek remedial actions in
the event of any matter not to its satisfaction;
(k)
investigate into complaints by Timeshare Members;
(l)
report to the Registrar of Companies in the event of any non-compliance by the
Operator with the covenants of this Trust Deed;
(m)
receive the Purchase Price paid by the Timeshare Members and hold the same in a
designated trust account (hereinafter referred to as “the Trust Account”) and deal
with the same in a manner set out in accordance with the Trust Deed;
(n)
establish a sinking fund (hereinafter referred to as “the Sinking Fund Trust
Account”) from part of the Annual Maintenance Fees paid by the Timeshare
Members for the purpose of covering the costs of periodic major repairs or
replacement to the Holiday Resorts. For the avoidance of doubt, major repairs or
replacement of the Holiday Resorts shall be such repairs or replacement which
exceeds Ringgit Malaysia Ten Thousand (RM10,000.00) only;
(o)
open and operate such bank accounts (including fixed deposit accounts and
money market placements) in the name of the Trustee and/or the Operator as are
from time to time considered by the Trustee in consultation with the Operator to
be appropriate;
30
(p)
authorise any one or more of its officers to sign any document on its behalf other
than where the document in question is a deed in which case it must be executed
by the Trustee under its common seal;
(q)
invest all or any part of the monies in the Trust Account and the Sinking Fund
Trust Account in any investment provided in Section 4 and Section 5 of the
Trustees Act 1949 and Section 8 and Section 18 of the Trust Companies Act 1949
and to this end, including but not limited to, investing:

in units, unit trusts or other investment funds;
by placing the same on deposit with any local authority, bank, discount house
or finance company at such rate of interest (if any) and upon such terms as the
Trustee shall think fit;
PROVIDED ALWAYS that each time that the Trustee seeks to make an
investment as provided above, the Trustee shall first confer with the Operator to
obtain the Operator’s written sanction of such investment.
(r)
9.4
The Operator and the Trustee shall ensure that a Liaison Committee is formed by
the Timeshare Members for the purpose of establishing a channel of
communication between the Operator and the Timeshare Members.
Remuneration Of The Trustee
The Trust Deed provides that the Trustee for the time being of the trust shall be entitled
to be paid for its services as trustee an annual sum of Ringgit Malaysia Sixteen Thousand
(RM16,000.00) only or such other sum as shall be mutually agreed between the Operator
and the Trustee.
9.5
Retirement, Removal and Replacement of the Trustee
The provisions of the Trust Deed governing the retirement, removal and replacement of
the Trustee are set out below:
9.5.1 The Trustee may retire upon giving six (6) months notice to the Operator of its desire to
do so, or such shorter period as the Operator and the Trustee shall agree, and may by
deed appoint in his stead or as an additional trustee a new trustee approved by such
authority as may be prescribed by or under any written law and by the relevant
authorities.
9.5.2 On the retirement of the Trustee under the foregoing provision the Operator shall be
entitled to appoint in writing some other corporation approved by the relevant authorities
to be the trustee herein.
9.5.3 The Trustee shall on retirement vest the Trust Account and the Sinking Fund Trust
Account or cause the same to be vested in the new Trustee and deliver all books,
documents, records and other property whatsoever relating to the same to the new
Trustee. The cost and expenses incidental thereto shall be paid by the Operator.
31
9.5.4 The corporation so appointed shall execute a deed in such form as the Operator may
require whereby such corporation shall undertake to the Operator and the Timeshare
Members jointly and severally all the obligations of the retiring Trustee thereunder and
from the date thereof the retiring Trustee shall be absolved and released from all further
obligations thereunder PROVIDED THAT any release so provided for and given in
accordance with the provisions of the Trust Deed shall not extend to any antecedent
neglect by default of such retiring Trustee. The new Trustee shall and may thereafter
exercise all the powers and enjoy all the rights and shall be subject to all duties and
obligations of the Trustee thereunder as fully as though such new Trustee had been
originally named as a party thereto.
9.5.5 The Operator shall be entitled to settle with the Trustee the amount of any sums payable
by the Trustee to the Operator or by the Operator to the Trustee under the provisions
thereof and to give and accept from the Trustee discharge in respect thereof and any such
agreement or discharge shall (except in the case of fraud or any antecedent neglect or
default or breach of trust on the part of the Trustee or any antecedent breach of its duties
imposed by statute or rule of law) be conclusive and binding upon all parties thereto and
in particular even though no new Trustee is appointed in its place the Operator may make
such arrangements as it thinks fit for the discharge of the Trustee from any existing
liability which might thereafter arise under the provisions thereof and may discharge the
Trustee in accordance with such arrangements and any such discharge shall (except as
aforesaid) be conclusive and binding PROVIDED ALWAYS THAT no settlement or
discharge under the provisions of this sub-clause hereof shall be binding on the
Timeshare Members or affect any liability of the Trustee or the Operator to the
Timeshare Members.
9.5.6 The Trustee may be removed and another Trustee appointed by Extraordinary Resolution
of the Timeshare Members at a duly convened meeting of which notice has been given to
the Trustee and the Operator. The Operator covenants with the Timeshare Members that
upon receipt of a notice in accordance with the provisions contained in the Trust Deed
they will summon a meeting of Timeshare Members for the purpose of considering and if
thought fit passing resolution for the removal of the Trustee.
10.
LIAISON COMMITTEE
i)
The Operator and the Trustee shall ensure that a Liaison Committee is established for the
purpose of establishing a channel of communication between the Operator and the
Timeshare Members.
ii)
The Liaison Committee shall consist of not less than five (5) and not more than eight (8)
Timeshare Members, none of whom shall be connected in any way to the Operator or its
related companies, who shall be appointed by the Timeshare Members from amongst
their number at an annual general meeting to be convened for that purposes by the
Trustee within one (1) year from the date of the Trust Deed in accordance with the
provisions therein. Each Liaison Committee shall serve for a term not exceeding two (2)
32
years at the end of which period, a new Liaison Committee shall be re-constituted by
another annual general meeting. Members of the previous Liaison Committee may seek
re-appointment.
iii)
The function of the Liaison Committee is to advise the Trustee from time to time with
respect to any breach of covenants in the Trust Deed by the Operator and of their views
on the activities and management of Sunway International Vacation Club. The Liaison
Committee shall NOT at any time be deemed to be vested with any rights or powers in
the management of Sunway International Vacation Club and/or of the Operator in any
way or to enforce the provisions of the Trust Deed without the concurrence of the
Trustee.
11.
MEETING OF TIMESHARE MEMBERS
i)
A meeting of the Timeshare Members may be convened by the Trustee or the Operator
for the purpose of:(a)
electing the Timeshare Members to be appointed as members of the Liaison
Committee;
(b)
removing the Trustee by Extraordinary Resolution; and
(c)
amending and/or modifying the Trust Deed (where the Trustee deems it
necessary).
ii)
Not less than fourteen (14) clear days’ notice shall be given of any such meeting and such
notice shall specify the general nature of the business to be transacted. The Operator shall
be entitled to receive notice of and to attend at any meeting of the Timeshare Members
but they shall not be entitled to vote at or be counted in the quorum for such meeting. The
Trustee and its representatives and the Operator and its representatives may attend and
speak at such meeting.
iii)
The quorum for a meeting shall be eight (8) Timeshare Members or one-tenth (1/10) of
the Timeshare Members, whichever is the lesser, registered in the Register of Timeshare
Members on the date of the meeting, present in person or by proxy. No business shall be
transacted at any meeting unless the requisite quorum is present at the commencement of
business.
iv)
If within an hour from the time appointed for the meeting a quorum is not present the
meeting if convened upon the requisition of Timeshare members shall be to such day and
time not being less than fifteen (15) days thereafter and to such place as may be
appointed by the Timeshare Members present in person or by proxy shall be a quorum for
the transaction of business. At least seven (7) days’ notice of any adjourned meeting of
Timeshare Members shall be given in the same manner as for an original meeting and
such notice shall state that the Timeshare Members present at the adjourned meeting
whatever their number and shall form a quorum.
33
v)
A meeting summoned under this Clause shall be held under the chairmanship of such
person as is appointed in that behalf by the Timeshare Members present at the meeting or
where no such appointment is made, a nominee of the Trustee or representative approved
by the Registrar of Companies, and it shall be conducted in accordance with the Trust
Deed or as directed by the chairman of the meeting. In the case of an equality of votes the
chairman shall have the casting vote. If the representative of the Operator is appointed as
chairman by the Timeshare Members, then such chairman shall not have the right to a
casting vote.
vi)
Every question arising at any meeting shall be decided in the first instance by a show of
hands unless a poll be demanded or if it be a question which under the Trust Deed
requires an Extraordinary Resolution, in which case a Member who is present in person
or by proxy shall have one vote.
vii)
A poll may be demanded before or immediately after any question is put to a show of
hands.
viii)
A poll may be demanded by the chairman of the meeting, the Trustee, the Operator or by
Timeshare Members holding between them not less than one-tenth (1/10) of the total
number of memberships issued by the Operator then. Unless a poll is so demanded, a
declaration by the chairman that a resolution has been carried or carried unanimously or
by a particular majority or less shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against such resolution.
ix)
If a poll is duly demanded it shall be taken in such manner as the chairman may direct
and the result of a poll shall be deemed to be the resolution of the meeting at which the
poll was demanded.
x)
A poll demanded on the election of the chairman or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken either immediately
or at such time and place as the chairman directs. A demand for a poll may be withdrawn
at any time.
xi)
Upon a poll every Timeshare Member present in person or by proxy shall have one vote
for every Timeshare Membership held by him.
xii)
Every Timeshare Member shall vote personally or by proxy. The proxy appointed must
be a Timeshare Member. Notwithstanding anything to the contrary herein contained, a
Timeshare Member shall not be entitled to vote at any meeting unless and until the
Purchase Price and all outstanding dues and charges payable by the Timeshare Member
have been paid in full and provided that he is not is breach of any of the terms and
conditions of his Membership Agreement.
xiii)
In the case of corporate Timeshare Members, the nominees of the corporate Timeshare
Member may vote either personally or by proxy.
34
xiv)
Every instrument of proxy whether for a specific meeting or otherwise shall be as nearly
as circumstances admit be in the following form or in such other form as the Trustee may
agree with the Operator :I/We .............. being a Timeshare Member of ........... hereby appoint ............ of
...........failing him, the Chairman of the meeting, my/our proxy to vote for me/us and on
my behalf at the meeting of the Timeshare Members to be held on the...... day of .......
20….... and at any adjournment thereof.
Signed by the said ..………………on the …..... day of ………....20…..in the presence
of:-
………………………..
Signature of Member
.............……………
Witness’ signature
xv)
The instrument appointing a proxy shall be duly stamped (if required) and deposited at
the office of the Operator not less than forty eight hours before the time of holding the
meeting or adjourned meeting as the case may be at which the person named in such
instrument proposes to vote.
xvi)
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy
or the power of attorney or other authority under which the proxy was signed or the sale
of the Timeshare Membership in respect of which the proxy was given provided that no
intimation in writing of such death, insanity, revocation or sale shall have been received
at the place so appointed for the deposit of proxies or if no such place is appointed at the
registered office of the Operator before the commencement of the meeting or adjourned
meeting at which the proxy is used.
xvii)
The Operator hereby covenants with the Trustee and the Timeshare Members that the
Operator will, in any case no later than twenty one (21) days after receipt by the Operator
at its registered office of a requisition from not less than fifty (50) or one-tenth (1/10) in
number, whichever is the lesser, of the Timeshare Members to convene a meeting for any
of the purposes provided in item (i) above and/or for the purpose of laying before the
meeting the accounts and balance sheet which were laid before the last proceeding annual
general meeting of the Operator or the last audited statement of accounts of the Trustee
and/or the giving to the Trustee such directions as the meeting thinks proper, convene a
meeting of the Timeshare Members not later than two (2) months from the date of such
notice, by giving notice at least seven (7) days before the proposed meeting by letter
addressed to each of the Timeshare Members at his address as stated in the Register of
Members and by giving notice a least fourteen (14) days before the proposed meeting by
advertisement in a newspaper circulating generally throughout Malaysia, under the
chairmanship of:-
35


such person as is appointed in that behalf by the Timeshare Members present at
the meeting; or
where no such appointment is made, a nominee of the Trustee or failing such
nomination, a representative approved by the Registrar of Companies;
and such meeting shall be conducted in accordance with provisions herein contained or in
so far as the Trust Deed makes no provision, as directed by the chairman of the meeting.
xviii) Any resolution passed at a meeting shall be binding upon all Timeshare Members
whether present or not present at the meeting. Such resolutions shall within three working
(3) days of the passing of the resolution be forwarded to the Trustee for the Trustee's
further action.
xix)
The Trustee shall at its own discretion take note of and evaluate such resolutions of the
Timeshare Members and also of such comments of the Liaison Committee and if deemed
necessary by the Trustee to comply with such directions as shall be determined by the
meeting of Timeshare Members and the Liaison Committee. Where such compliance is
inconsistent with the Trust Deed or the provisions of the Companies Act 1965, the
Trustee may choose not to comply with such directions. Where a direction is given to the
Trustee at the meeting, the Trustee shall not be liable for anything done by it by reason of
its following that direction. The Trustee also has the option to seek an order from the
Courts of Malaya confirming, setting aside or varying such directions of the meeting.
*** THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ***’
36
13.
FURTHER STATUTORY AND OTHER GENERAL INFORMATION
In accordance with the provisions of the Companies Act 1965, the following additional
information is included in this Prospectus and forms part of the Prospectus.
13.1
Retirement, Removal And Replacement Of The Operator
13.1.1 The Operator is the issuer of the Timeshare Memberships and hereby declares that the
Operator has no intention to retire from the responsibility of operating and managing the
Scheme as the Operator and Manager and as such is not subject to retirement, removal or
replacement by the Trustee or Timeshare Members. However, should the Operator desire
to retire, it may do so subject to the Operator obtaining the prior approval of the Registrar
of Companies and appointing another company prior to the date of retirement.
13.1.2 If the Operator shall go into liquidation (except for the purpose of amalgamation or
reconstruction or some similar purposes) or cease to carry on business or a receiver of its
undertakings is appointed then the Trustee may, subject to the Trustee having obtained all
the necessary approvals from the relevant authorities, remove the Operator and appoint
any new company or person to be the operator.
13.2
Appointment, Retirement, Removal and Replacement of Auditors of the Trust
Account and Sinking Fund Trust Account
The Auditors for the Trust Account and Sinking Fund Trust Account are Messrs. Ernst &
Young, Level 23A, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490
Kuala Lumpur.
The Auditors shall hold office until such time as they may voluntarily retire by notice in
writing to the Trustee or until such time their appointment is terminated by the Trustee, as
the Trustee deem appropriate
13.3
Winding Up and/or Termination of Sunway International Vacation Club
13.3.1 The scheme under the Sunway International Vacation Club shall continue to subsist so
long as there shall be a valid Membership Agreement in existence or for such other time
as shall be agreed between the Trustee and the Operator.
13.3.2 In the event that the Operator goes into liquidation or if in the opinion of the Trustee the
Operator has ceased to carry on Sunway International Vacation Club or has materially
prejudiced the Timeshare Members by its failure to comply with the terms of the Trust
Deed, the Trustee may apply to the Courts for the following directions:i)
having regard to all circumstances of the case the most equitable mode of winding
up and/or terminating Sunway International Vacation Club;
ii)
whether the Timeshare Members (or any one or more of them) have to be
compensated at all;
58
iii)
if the Court is of the opinion that the Timeshare Members have a right to be
compensated then to what extent each of the Timeshare Members has to be
compensated;
iv)
any other directions which the Trustee deem expedient to seek from the Court for
the effective winding up and/or termination of Sunway International Vacation
Club.
14.
SALIENT PROVISIONS OF THE TRUST DEED
14.1
Trust Account
i)
All monies or any part thereof collected by the Operator and/or the Manager from the
Timeshare Members subsequent to the date of the Trust Deed shall be paid into an
interest bearing account in favour of the Trustee designated as “the Trust Account”
within thirty (30) days from the date of collection of the monies or such part thereof from
the Timeshare Member or his financier.
ii)
The Trustee shall at the written request of the Operator release to the Operator or to such
other persons as directed by the Operator monies out of the Trust Account to meet the
Operator’s Financial Commitments within seven (7) days of such request. The Trustee
may request for such documentary evidence to support the release of monies.
iii)
In respect of such other monies to which the Operator is legally and beneficially entitled
to which is not included in item (ii) above, the Trustee shall within seven (7) days of
request for the same by the Operator remit to the Operator the said money.
iv)
In the event of a request by the Operator other than pursuant to a request made under
items (ii) and (iii) above, the Trustee may require that the Operator provide to the Trustee
security in value equal to or higher than the sum requested if in the opinion of the Trustee
such security is necessary.
v)
In the event of breach of the Membership Agreement by the Timeshare Member and the
Operator exercises his right of forfeiture, the Operator shall be entitled to notify the
Trustee in writing of such breach and within seven (7) days of receipt of such notice by
the Trustee, the Trustee shall release the sum held in the Trust Account in respect of the
particular Timeshare Member to the Operator.
vi)
In the event that the Trustee invests monies from the Trust Account in the manner
provided in Clause 9.3(q) above or from any other forms of investment, the interest
and/or income arising from the investment shall accrue in favour of the Operator and
shall be released from time to time by the Trustee to the Operator at the request of the
Operator.
vii)
In the event that the Operator fails to provide the Holiday Resorts for the Timeshare
Members in accordance with the terms of the Membership Agreement whereupon the
Membership Agreement is rescinded, the Trustee shall refund to the Timeshare Members
59
from the Trust Account the proportionate unused part of the Purchase Price paid by the
Timeshare Members PROVIDED ALWAYS that there are sufficient monies in the Trust
Account to meet such refund. PROVIDED ALWAYS THAT “fails to provide” shall not
be construed as unavailability of accommodation units or inability on the part of the
Member to secure a booking for the accommodation unit on the Member’s desired date of
utilisation.
viii)
It is hereby acknowledged and agreed between the Operator and the Trustee that unless
exempted by the Minister no moneys available for investment under the Trust Deed will
be invested in or lent to the Operator or to the Trustee or representative or to any
company (other than a prescribed corporation within the meaning of Section 38(6) of the
Companies Act 1965) which is by virtue of Section 6 deemed to be related to the
Operator or the Trustee or the representative.
14.2. Sinking Fund Trust Account
i)
The Trustee shall establish a sinking fund trust account which is established for the
purpose of covering the costs of periodic major repairs or replacement to the Holiday
Resorts. For the avoidance of doubt, major repairs or replacement of the Holiday Resorts
shall be such repairs or replacement which exceeds Ringgit Malaysia Ten Thousand
(RM10,000.00) only.
ii)
The Operator shall ensure that ten per cent (10%) of the total yearly expense or fees paid
by the Timeshare Members, which in this case is the Annual Maintenance Fees as
defined in the Membership Agreement, shall be remitted to a separate interest bearing
account to be identified as the “Sinking Fund Trust Account” within thirty (30) days after
the receipt of the money by the Operator.
iii)
At the request of the Operator, the Trustee shall utilise the monies held in the Sinking
Fund Trust Account to cover the costs of major repairs or replacement of the Holiday
Resorts.
iv)
The Trustee shall be entitled to invest the monies from the Sinking Fund Trust Account
in the manner provided in Clause 9.3(q) above and all interest and/or income generated
by such investment shall accrue to the Sinking Fund Trust Account. The Sinking Fund
Trust Account and all interest and/or income generated by investment of the Sinking
Fund Trust Account is to be utilised in whole or in part for the purposes stipulated under
this Clause 14.2.
14.3
Operator’s Covenants
i)
The Operator hereby covenants that it shall use its best endeavours to carry on and
conduct its business in a proper and efficient manner and to ensure that Sunway
International Vacation Club is carried on and conducted in a proper and efficient manner.
60
ii)
The Operator further covenants as follows :
(a)
the Operator is public limited company and is empowered by its memorandum
and articles of association to carry out the business of running Sunway
International Vacation Club and offering Timeshare Memberships to the public in
respect of Sunway International Vacation Club;
(b)
that the Manager and its officers are persons who have the requisite experience
and/or expertise in managing public companies or in related businesses;
(c)
the Operator is a company duly incorporated under the laws of Malaysia;
(d)
that each of the Holiday Resorts stated in the Schedules 3 and 4 of the Trust
Deed are completed developments and can be immediately utilised together with
the Facilities;
(e)
that the contractual documents to be executed between the Operator and the
Timeshare Member is the Membership Agreement and that in each case, there is a
“cooling-off period” of at least ten (10) days commencing from the date that the
applicant submits the Application Form for a Timeshare Membership to the
Manager;
(f)
the Operator will make available to the Trustee or to any approved auditor
appointed by the Trustee the books of the Operator as if the Trustee or
representative were directors of the Operator. The books of the operator are kept
at the Operator’s place of business at Lobby, Menara Sunway, Jalan Lagoon
Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan;
(g)
the Operator will give to the Trustee or representative or its auditor, to the same
extent as if the Trustee or representative were a director of the company, such
information as it requires with respect to all matters relating to the operation and
management of Sunway International Vacation Club or otherwise relating to the
affairs thereto;
(h)
the Operator will not, without the approval of the Trustee or the Trustee’s
representative, publish or cause to be published any advertisement circular or
other document containing any statement with respect to the sale price of the
Timeshare Memberships to which the Trust Deed relates or any invitation to
purchase the Timeshare Memberships;
(i)
the Operator shall ensure that all its sales personnel and/or Marketing Agent(s)
have undergone training and that each of its sales personnel and/or Marketing
Agent(s) are fit and proper persons to conduct sales for and on behalf of the
Operator and also, be able to explain enquiries on all relevant aspects of the
Sunway International Vacation Club and in particular the Points System in
connection thereto;
61
(j)
the Operator and the Trustee shall as from a day to be fixed by the Minister by
notice published in the Gazette covenant that they will each respectively not
exercise the right to vote in respect of any shares relating to the interest to which
the Trust Deed relates held by the Operator or the Trustee, if any, as the case may
be, at any election for directors of a corporation where shares are so held, without
the consent of the majority of the holders of interests to which the Trust Deed
relates present in person and voting given at a meeting of those holders
summoned in the manner provided for in Clause 11(xvii) for the purpose of
authorising the exercise of the right at the next election;
(k)
the Operator shall ensure that it and/or the Marketing Agent(s), if any, shall have
proper and adequate systems and equipment (including computer systems) to
facilitate convenient transactions between the Timeshare Members and the
Operator;
(l)
the Operator shall ensure that its personnel and/or Marketing Agent(s) shall be
adequately trained to use and maintain computer systems in relation to the
timeshare scheme carried out by the Operator;
(m)
the Operator shall make available documentary information concerning Sunway
International Vacation Club and a brief explanation on the Points System in
ordinary language which will be sufficiently comprehensible in daily parlance for
the information of the Timeshare Members;
(n)
the Operator shall ensure that it and/or its Marketing Agent(s) shall comply with
guidelines drawn up for compliance by the relevant regulatory authority from
time to time;
(o)
the Operator shall ensure and procure sufficient accommodation units to meet the
needs of the Timeshare Members under the Points System governing Sunway
International Vacation Club;
(p)
the Operator shall not increase the Annual Maintenance Fees against the
Timeshare Members more than once per annum and Provided Always that any
increase in the sum payable by more than five per centum (5%) must be approved
by the Trustee and the Timeshare Members must be informed;
(q)
to ensure that at all times the duration of the lease in respect of any of leased
premises or the remainder thereof shall be of such length as would entitle the
Timeshare Members to the use of such leased premises for the entire Term. In this
regard the Operator may with the prior consent of the Trustee either extend such
lease period or acquire or lease such further property or premises as may be
necessary to meet its obligations aforesaid;
(r)
the Operator shall not sell nor permit the sale of the Timeshare Memberships in
the event the remaining period of such lease is less than the Term unless the prior
written approvals of the Trustee and the Registrar of Companies are obtained;
62
15.
(s)
the Operator shall ensure that the Marketing Agent(s), if any, does not, without
the prior written consent of the Operator, publish any advertisement, circular or
other document containing any statement with respect to the Sunway International
Vacation Club;
(t)
the Operator shall ensure that it shall be responsible for the actions of the
Marketing Agent(s) and/or agents which are carried out in the ordinary course of
business in the promotion and sale of the Timeshare Memberships;
(u)
the Operator shall ensure that any representation made by the Marketing Agent(s)
is correct and is in accordance with the Prospectus;
(v)
the Operator shall ensure that a Chief Executive Officer or such person acting in a
similar capacity with whatever designation called, who is familiar with the
operation and responsibilities of the Sunway International Vacation Club, be
appointed with the prior approval of the Registrar of Companies, to personally
look into and solve all complaints relating to the Sunway International Vacation
Club and its operations. Such person shall hold office until such time as he may
voluntarily retire or resign by giving at least 3 months notice in writing to the
Operator and the Operator shall, with the prior approval of the Registrar of
Companies, appoint another person in his place. The Operator may, from time to
time, if deemed appropriate and with the prior approval of the Registrar of
Companies, remove such person and appoint another person in his place. In any
such event, the Operator shall notify the Trustee accordingly; and
w)
unless otherwise allowed by the Registrar of Companies, the Operator shall
ensure that a statement or prospectus pursuant to Section 90 of the Companies
Act, 1965 shall be registered with the Registrar of Companies no later than six (6)
months from the date of the preceding statement or prospectus, or no later than
such period as shall otherwise be approved by the Registrar of Companies for the
extension of the validity period of such statement or prospectus.
MISCELLANEOUS STATUTORY INFORMATION
15.1 No Property Vested in the Trustee
No property to which the Timeshare Membership relates is or will become vested in
the Trustee. The Timeshare Membership confers on a member merely the nonexclusive right to use and enjoy the accommodations and facilities at the Holiday
Resorts and is not an interest which relates to any property.
15.2 Investment Relating To Property
The Timeshare Membership does not consist of rights or interests in or arising out of
an investment relating to property that ordinarily depreciates in value through use or
effluxion of time. As such no provision has been made or need to be made for the
replacement of any such property. It is provided in the Trust Deed that the costs of
63
major repairs or replacements of the Facilities in the Holiday Resorts shall be met
from the Sinking Fund set-up for such purpose.
15.3 No Provision for the Variation of Investments
The Operator hereby declares that there is no provision for the variation of investments
vested in the Timeshare Membership.
15.4 No Obligation on Valuation of Property
There is no investment made or property held in relation to the Timeshare Membership
which requires valuation. As such, the Operator hereby declares that there is no
obligation on the part of the Trustee with regard to valuation of the same.
15.5 Director’s Interest
The Scheme does not contemplate any investment in property. As such, the disclosure
of directors’ interest in the business of vendors of properties does not arise.
15.6 Distribution Of Income
All proceeds to be derived by the Operator from the sale of the Timeshare
Memberships and the operations of the Scheme shall belong to the Operator. There
will not be any distribution to the Timeshare Members of any income or profits
derived from the Scheme and its operations and as such no conditions have been
provided in the Trust Deed governing the distribution of income.
15.7 Other Schemes
Save for the Scheme herein, there is no other undertaking, scheme, enterprise or
investment contract involving the issue of interests to the public undertaken by the
Operator within the five years immediately preceding the date of this Statement.
15.8 No Obligation to Repurchase
The Operator shall not be obligated or required under any circumstances whatsoever
to repurchase the Timeshare Memberships at the request of the Timeshare Members
or any one of them due to the fact that the Minister of Domestic Trade and Consumer
Affairs has granted the Operator an exemption from the requirement of Section
88(1)(b)(iii) of the Companies Act, 1965.
16.
DOCUMENTS FOR INSPECTION
Copies of the following documents may be inspected at the principal place of business of
the Operator, from 9.00 a.m. to 5.00 p.m. on Mondays to Fridays except public holidays,
for a period of six (6) months for the date of this Prospectus:64
a)
b)
c)
d)
e)
f)
g)
h)
17.
Memorandum and Articles of Association of the Operator
The Trust Deed
The Membership Agreement
The Rules
The Register of Members
The Accountants’ Report
The letters of consent
Copies of Sale & Purchase Agreements for the Holiday Resorts.
CONSENTS
The consents of the Trustee to the inclusion in this Prospectus of their names in the form
and context in which such names appear have been given before the issuance of this
Prospectus and have not subsequently been withdrawn.
The consent of the Auditors and Reporting Accountants to the inclusion in this
Prospectus of their names and Accountants’ Report in the form and context in which they
appear in this Prospectus has been given before the issue of this Prospectus and had not
subsequently been withdrawn.
*** THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ***
65
APPENDIX I
THE HOLIDAY RESORTS
A.
RESORT SUITES, SUNWAY RESORT HOTEL & SPA – 36 units of apartments
The Resort Suites are service apartments located above the Pyramid Tower Hotel.
The Resort Suites is part of the Sunway Resort Hotel & Spa, located at Persiaran Lagoon, Bandar
Sunway, 46150 Petaling Jaya, Selangor, just 35 minutes from the Kuala Lumpur International
Airport (KLIA) and about 25 minutes from Kuala Lumpur city centre. The hotel is well served
by an extensive network of expressways and rapid rail system and the design of the hotel is
adorned in warm spice colours, with contemporary furnishing and striking Asian wall-art.
The Resort Suites is erected on a land held under the H.S.(D) 182799, P.T. No. 162, Mukim
Bandar Sunway, District of Petaling, State of Selangor.
It shall be the responsibility of the Operator and the Trustee to ensure that the strata titles for the
apartments in the Resort Suites to be used in the Sunway International Vacation Club, will be
registered in the name of the Operator upon issuance of the strata titles by the relevant authority
in due course.
The accommodation units in the Scheme are as follows:Diamond Membership
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
B.
L12-101
L12-102
L12-103
L12-105
L12-106
L12-107
L12-108
L12-109
L12-110
L12-111
L12-112
L12-115
L12-116
L15-126
L15-110
L17-106
L17-109
1.
2.
3.
4.
5.
6.
7.
8.
9.
L15-112
L15-116
L15-117
L15-118
L15-119
L15-122
L15-123
L15-125
L15-111
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
L12-117
L15-101
L15-102
L15-103
L15-105
L15-106
L15-107
L15-108
L15-109
L19-109
LEGEND WATER CHALETS, PORT DICKSON - 10 units of apartments
The Legend Water Chalets is located along the coastal stretch of Port Dickson in Negeri
Sembilan on the West Coast of Malaysia. The entire resort comprises of 280 unique sea front
chalets and 112 service suites facing the Straits of Malacca. All the units are fully air-conditioned
67
with water heater, open concept bathroom and have their own private balcony. They are also
elegantly designed with a Balinese touch to ensure all guests enjoy a true resort experience
during their stay.
The resort is easily accessible via the North-South Highway and is an hour leisurely drive from
Kuala Lumpur and 45 minutes from KLIA.
The Legend Water Chalets is erected on land held under H.S.(D) 15354, P.T. No. 302, District of
Port Dickson, State of Negeri Sembilan.
It shall be the responsibility of the Operator and the Trustee to ensure that the strata titles for the
chalets and service suites at the Legend Water Chalets to be used in the Sunway International
Vacation Club, will be registered in the name of the Operator as soon as possible upon the
issuance of the strata titles by the relevant authority in due course.
Diamond Membership
C.
Chalet
M111
Chalet
M107
Nil
Service Suites
6-Y3-02
8-Y3-02
Service Suites
7-Y3-02
6-Y3-03
8-Y1-16
8-Y3-01
6-Y3-01
7-Y1-15
SUNWAY HOTEL GEORGETOWN, PENANG - 20 units of hotel rooms
The Sunway Hotel Georgetown is centrally situated in the heart of the bustling historical city of
Georgetown. With a mix of culture and commerce surroundings, the hotel makes an ideal
business base or relaxing retreat – depending on what you’re looking for.
All 240 rooms in the hotel are designed and mixed with modern conveniences for guests’
comfort. The Hotel houses a vast collection of rooms that includes 112 Superior Rooms, 1
Handicap Room, 75 Deluxe Rooms, 34 Deluxe e-Rooms, 11 Executive Rooms and 7 suites.
The Sunway Hotel Georgetown is erected on land held under Lot 2220, Section 12, Town of
Georgetown, North East district, Penang and measuring approximately 0.631 acres.
68
Diamond Membership
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
412
414
415
416
417
418
419
420
421
423
1)
2)
3)
4)
5)
6)
7)
8)
512
514
515
516
517
518
519
520
1)
2)
521
523
Note:
i)
ii)
iii)
The units at Resort Suites, Sunway Resort Hotel & Spa are studio apartments, the units at Legend
Water Chalets, Port Dickson are service suites and 2 units of chalets and the units at Sunway
Hotel Georgetown, Penang are hotel rooms.
Occupancy capacity for all units is 3 pax except for Sunway Hotel Georgetown, Penang which
occupancy is 2 pax.
The apartment/room numbers are allocated according to Diamond, Platinum Odd and Platinum
Even Memberships respectively for the sole purpose of calculating the Net Derived Points to be
allocated to Diamond, Platinum Odd and Platinum Even Memberships respectively. The
allocation of the apartment numbers is not intended to restrict the utilisation of the apartments to
their respective category of memberships only.
69
APPENDIX II
FACILITIES AT THE HOLIDAY RESORTS AND
IN THE ROOMS OR APARTMENTS OF THE HOLIDAY RESORTS
A.
RESORT SUITES, SUNWAY RESORT HOTEL & SPA
Facilities available
i)
ii)
iii)
iv)
v)
vi)
vii)
Fully equipped gymnasium
Full & self service laundry facilities
Convenience Store#
Restaurants and Bars#
Health Spa at Pyramid Tower*
Sunway Travel Services*
Easy internal access to Sunway Resort Hotel & Spa, Sunway Pyramid Convention
Centre, Sunway Lagoon Theme Park and Sunway Pyramid Shopping Mall.
* A fee will be chargeable for the use of these facilities.
#Food, beverages and purchases are chargeable at the respective premises.
Attractions in the vicinity of the Resort
The Resort Suites is directly linked to Sunway Pyramid (shopping center) and the Sunway
Lagoon Theme Park is directly linked to Sunway Pyramid.
i)
Sunway Pyramid shopping and entertainment mall (with 2.2 million sq ft of gross floor
area):
Over 250 specialty shops

10-screen Cineplex

Ice-skating rink

48-lane bowling alley

World Class Exhibition and Convention Center

Oasis Boulevard with alfresco dining and entertainment

Banking and other urban amenities
ii)
Sunway Lagoon Theme Park - This internationally acclaimed theme park features the
world’s largest surf-wave pool with a 170 metre long man-made beach and thrilling water
rides such as the Waters of Africa, Wild Wild West Amusement Park and The World of
Adventure with the world’s longest Pedestrian Suspension Bridge measuring 428 meters
in length.
iii)
Sunway Medical Centre with specialist healthcare services and over 240 beds, located
minutes from the Hotel, the hospital offers numerous executive health programmes.
70
iv)
Extreme Park @ Sunway – Dedicated to motorized sports, this 150-acre park features
many thrills for the adventurous including quad biking and jet skiing. For more laid back
activities, the park also offers a golf range and angling – all only minutes from the Hotel.
v)
Sunway Pyramid Convention Centre – A state-of-art convention facility which, in
combination with meeting facilities at Sunway Resort Hotel & Spa, provides over
10,000sq metres of meeting and exhibition space plus countless venue options for
outdoor events. The Hotel’s Business Centre provides efficient and professional business
support services.
Amenities in the Accommodation Units
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
xi)
xii)
xiii)
xiv)
xv)
xvi)
B.
Refrigerator
Microwave Oven
Cooker Hob & Hood
Rice Cooker
Air Conditioning
Telephone
Television
Hair Dryer
Iron & Iron Board
Bathroom Amenities / Toiletries
Electric Jug
Queen Size Bed
Single Bed / Sofa Bed
Dining Table and Chairs
Safe Deposit Box
Basic Kitchen Utensils
LEGEND WATER CHALETS, PORT DICKSON
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
xi)
xii)
xiii)
xiv)
xv)
Restaurant/Café#
Lobby Lounge
Business Centre*
Laundry Service*
Reception
Concierge
Convenience Store#
Banquet Room*
Function Rooms*
Swimming Pool
Children’s Pool
Gymnasium
Children’s Playground
Sauna
Water Sport*
71
Attractions in the vicinity of the Resort
Nearby to the Resort, places of interest include the Lukut Museum and Fort, PD Ostrich Farm,
Royal Port Dickson Yatch Club and the Armed Forces Museum.
The state of Negeri Sembilan is associated with the Minangkabau culture, reflected by the
upswept roofs reminiscent of buffalo horns. One might want to take a drive to Seremban, the
state capital which is about 20 minutes drive from the Resort. Here, one can visit the State
Museum, Cultural Handicraft Complex, the State Mosque, Lake Gardens and the numerous
shopping centers. Sri Menanti, the site of Malaysia’s largest traditional timber palace is about an
hour by car from the Resort.
Chalets
Service Suites
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
Mini Bar
Air Conditioning
Telephone
Television
Hair Dryer
Kettle/Electric Jug
1 Queen Size Bed
1 Day Bed
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
C.
SUNWAY HOTEL GEORGETOWN, PENANG
Mini Bar
Air Conditioning
Telephone
Television
Hair Dryer
Kettle/Electric Jug
1 Queen Size Bed
1 Single Bed
Kitchenette (with cutlery, cups, glasses,
plates and bowls)
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
Fully equipped gymnasium
Swimming pool
Laundry and valet services*
Safe deposit box*
Indoor car park*
Baby sitting service (upon request)*
Banquet and meeting facilities*
Restaurants and café#
72
Attractions in the vicinity of the Hotel
The Hotel is located right in the heart of Georgetown. Nearby to the Hotel, places of interest
include the Komtar, Prangin Mall, Chinatown and Little India.
Penang, although a small island, has no shortage of cultural sights and natural scenery to amaze
you. From walking along the sandy beaches of Tanjung Bungah to admiring the landscape from
the summit of Penang Hill and playing with vipers in the Snake Temple to shopping for
merchandise in Georgetown, you'll never get bored on this island!
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
Centralized air conditioning
King/Twin Size bed
Colour TV
Mini-bar
Tea / Coffee making facilities
Executive working desk
Telephone
Hairdryer
73
APPENDIX III
SUNWAY VACATION POINTS TABLE
AND
SEASON CALENDAR
74
SUNWAY INTERNATIONAL VACATION CLUB BERHAD (644585-X)
Sunway Vacation Points Utilisation Table (Vacation Points Per Night)
A. Resort Suites Pyramid Tower
Type of
Accomodations
Sleep 2
Sleep 3
Sleep 4
Sleep 6
Season
Week
End
Week
Day
Points per
Week
Week
End
Week
Day
Points per
Week
Week
End
Week
Day
Points per
Week
Week
End
Week
Day
Points per
Week
Super
Peak
Season
90
60
480
94
63
503
112
75
599
122
82
654
Peak
Season
84
54
438
83
55
441
100
67
535
109
73
583
Normal
Season
49
33
263
55
34
280
62
41
329
67
45
359
Note:
i) The accomodation units at the Resort Suites Pyramid Tower is for "Sleep 3" only.
ii) Allocation of points for "Sleep 2", "Sleep 4" and "Sleep 6" is for exchange and future purposes only.
B. Legend Water Chalets
Type of
Accomodations
Water Chalets
Service Suites
Season
Week
End
Week
Day
Points per
Week
Week
End
Week
Day
Points per
Week
Super
Peak
Season
103
52
466
76
38
342
Peak
Season
86
43
387
63
32
286
Normal
Season
69
34
308
51
25
227
Note:
i) The accomodation units at the Legend Water Chalets is for "Sleep 3" only.
C. Sunway Hotel Georgetown
Type of
Accomodations
Season
Super
Peak
Season
Sunway Hotel Georgetown
Week
End
Week
Day
Points per
Week
203
102
916
Peak
Season
169
85
763
Normal
Season
136
68
612
Note:
i) The accomodation units at the Sunway Hotel Georgetown is for "Sleep 2" only.
APPENDIX IV
MAXIMUM SALEABLE SUNWAY VACATION POINTS
A.
RESORT SUITES, SUNWAY RESORT HOTEL & SPA
Membership
Net Derived
Points Per Unit
No. of Units
Total Net Derived
Points
Total Saleable
Points
Diamond
17,150
17
291,550
291,550
Platinum Even
17,150
9
154,350*
154,350 x 2 =
308,700
Platinum Odd
17,150
10
171,500*
171,500 x 2 =
343,000
Total Net Derived Points:
Total Saleable Points:
B.
291,550 + 154,350 + 171,500 = 617,400
291,550 + 308,700 + 343,000 = 943,250
LEGEND WATER CHALETS, PORT DICKSON
Membership
Diamond
Net Derived
Points Per Unit
Water Chalet:
17,976
Service Suites
13,230
Platinum Even
No. of Units
Total Net Derived
Points
17,976
Total Saleable
Points
1
2
26,460
44,436
44,436
Water Chalet:
17,976
1
17,976
Service Suites
13,230
6
79,380
97,356*
97,356 x 2 =
194,712
Nil
Nil
Nil
Nil
Platinum Odd
44,436 + 97,356 + 0 = 141,792
44,436 + 194,712 + 0 = 239,148
75
C.
SUNWAY HOTEL GEORGETOWN, PENANG
Membership
No. of Units
Diamond
Net Derived
Points Per Unit
35,280
10
Total Net Derived
Points
352,800
Total Saleable
Points
352,800
Platinum Even
35,280
8
282,240*
282,240 x 2 =
564,480
Platinum Odd
35,280
2
70,560*
70,560 x 2 =
141,120
352,800 + 282,240 + 70,560 = 705,600
352,800 + 564,480 + 141,120 = 1,058,400
*Note:
Due to the fact that the Platinum Even and Platinum Odd Membership are alternate year memberships, each Net
Derived Point allocated under the category of Platinum Membership can be sold twice:
D.
Total Maximum Saleable Sunway Vacation Points
Resort Suites, Sunway Resort Hotel & Spa:
943,250
Legend Water Chalets, Port Dickson:
+ 239,148
Sunway Hotel Georgetown, Penang:
+ 1,058,400
Total Maximum Saleable Sunway Vacation Points:
2,240,798
76
SUNWAY INTERNATIONAL VACATION CLUB BERHAD (644585-x)
Level 1, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
Tel: 603 5639 9221 Fax: 603 5639 9596 E-mail: [email protected] Website: www.sunway.com.my/vacationclub

Untitled - Sunway Group

Transcription

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