1.Nature of Arrangement
The proposed transaction shall be structured as a contractual arrangement between the Company and the Participant, subject to the execution of definitive transaction documents and compliance with all applicable laws.
The Participant shall contribute the agreed participation amount to the Company on the terms and conditions specified in the relevant agreement.
This arrangement shall not be represented, advertised, or construed as a deposit scheme, public investment scheme, collective investment scheme, or any other regulated financial product unless the Company has obtained all registrations, approvals, and permissions required under applicable law.
2.Tenure and Lock-in Period
The minimum tenure of the arrangement shall be twelve (12) months from the Effective Date ("Lock-in Period").
During the Lock-in Period, the Participant shall not be entitled to demand premature withdrawal, redemption, transfer, assignment, or repayment of the participation amount except in circumstances specifically provided under the definitive transaction documents or required by applicable law.
3.Target Economic Outcome
Subject to the terms of the definitive agreement and applicable law, the Company may provide for a targeted economic return of up to 15% per annum upon completion of the agreed transaction cycle.
Any reference to projected, targeted, anticipated, or expected returns shall not be construed as an unconditional guarantee of profit or investment appreciation unless such guarantee is legally permissible and expressly documented in accordance with applicable law.
The actual economic outcome shall remain subject to the terms of the transaction, performance of contractual obligations, realization of the underlying transaction, applicable taxes, statutory deductions, and other disclosed risks.
4.Land-Backed Security
As security for the Company's obligations under the definitive agreement, the Company may create or provide an agreed security interest in favour of the Participant over an identified land parcel, subject to:
- verification of clear and marketable title;
- applicable registration and stamp-duty requirements;
- absence of undisclosed encumbrances;
- compliance with applicable land, revenue, zoning and development laws; and
- execution of legally valid security documentation.
The exact nature of the security, including whether by way of mortgage, charge, registered security interest, escrow arrangement, conditional transfer mechanism, or any other legally permissible structure, shall be determined by the Company's legal counsel based on the applicable jurisdiction and nature of the land.
5.Ownership and Possession
Unless expressly transferred through a duly executed and registered instrument, the provision of land as security shall not automatically confer ownership, possession, development rights, or unrestricted sale rights upon the Participant.
The Participant's rights in relation to the secured land shall be limited to the security rights expressly created under the definitive transaction documents.
6.Exclusive Management and Sale Rights
The Company shall retain exclusive responsibility and authority for the management, administration, development, marketing, negotiation, and sale of the underlying land parcel or project, subject to the terms of the security documents.
The Participant shall not independently sell, market, transfer, encumber, develop, or create third-party rights in respect of the secured land during the tenure of the arrangement.
Any enforcement or realization of security by the Participant shall be undertaken only in accordance with the agreed contractual enforcement mechanism and applicable law.
7.Release of Security
Upon full and final discharge of the Company's obligations towards the Participant in accordance with the definitive agreement, the security created in favour of the Participant shall automatically become eligible for release, cancellation, reconveyance, or discharge in accordance with applicable law and the relevant security documentation.
8.Risk Disclosure
The Participant acknowledges that transactions involving real estate and land may involve market, regulatory, liquidity, title, development, approval, and other commercial risks.
The Company shall provide appropriate disclosures regarding the underlying asset and the nature of the security. No representation shall be made that the value of the land will necessarily increase or that a particular return will be achieved unless such representation is legally permissible and supported by the applicable transaction structure.
9.No Public Solicitation Without Legal Compliance
The arrangement shall not be publicly offered, marketed, or solicited in a manner that violates applicable securities, deposit-taking, collective investment, or other financial regulations.
The Company reserves the right to restrict participation to such persons and through such channels as may be legally permissible.
10.Definitive Documentation
Each transaction shall be subject to detailed legal documentation, which may include, as applicable:
- 1.Participation Agreement;
- 2.Security Agreement;
- 3.Mortgage or other legally valid security instrument;
- 4.Land identification and title schedule;
- 5.Risk Disclosure Statement;
- 6.Investor/Participant Declaration;
- 7.KYC and source-of-funds documentation;
- 8.Default and enforcement provisions; and
- 9.Applicable dispute-resolution and governing-law provisions.
The rights and obligations of the parties shall be governed exclusively by the definitive agreements and applicable law.