Disclosure of Interests

Duty of Disclosure

Pursuant to the Trust Deed, any person interested in 5% or more of the Units in Prosperity REIT are required to disclose their interests by giving notification to the Hong Kong Stock Exchange and the REIT Manager.

How to make the notification?

Notification forms with respect to interests in Units in Prosperity REIT could be obtained from the website of Hong Kong Exchanges and Cleaning Limited ("HKEx") at http://www.hkexnews.hk/di/di.htm

The REIT Manager cannot advise you on how to fill in the notification forms or answer queries on individual cases. You may consult your professional advisers on completing the notification forms.

How to submit the notification form to the REIT Manager?

Please use the following dedicated fax line or email address for submitting notification forms to the REIT Manager under the Trust Deed:
(852) 2169-0968 or prosperityenquiry@ara.com.hk.
You will receive a confirmation from the REIT Manager after the notification form is properly received.

Important

The REIT Manager takes no responsibility for the contents of any notifications published on the website of HKEx, makes no representation as to their accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon such notifications published or to be published on such website.

Under the Trust Deed, if a person who has a duty of disclosure under the Trust Deed fails to make notification in accordance with the provisions of the Trust Deed, irrespective of whether that person is a holder of Units in Prosperity REIT or not, the Units in Prosperity REIT in which that person is interested in (the “Relevant Units”) shall be subject to any or all of the following actions which the REIT Manager or the Trustee may, in its absolute discretion, take in respect of any or all of the Relevant Units:

  1. declare the voting rights attached to any or all of the Relevant Units to be suspended (and, upon such declaration, such voting rights shall be suspended for all purposes in connection with Prosperity REIT);
  2. suspend the payment of any distributions in respect of any or all of the Relevant Units (and, upon such suspension, any such distributions shall be retained in a trust account in the name of the REIT Manager pending the application of such distributions);
  3. suspend registration and/or decline to register any transfer of part or all of the Relevant Units,

until the relevant notification requirements are fully complied with to the satisfaction of the REIT Manager or the Trustee (as the case may be).

Under the Trust Deed, each holder of Units in Prosperity REIT and all persons claiming through or under him have expressly acknowledged and agreed to the grant of the rights and powers set out above to the REIT Manager and the Trustee and have agreed to be bound by any action taken by the REIT Manager or the Trustee (as the case may be) pursuant to the Trust Deed in good faith.

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