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Printmgr File THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE. BEIJING ORIENTAL PLAZA CHONGQING METROPOLITAN PLAZA If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution licensed to deal in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your units in Hui Xian REIT, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Securities and Futures Commission of Hong Kong, Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular is for information purposes only and does not constitute an offer or invitation to subscribe for or purchase any securities, nor is it calculated to invite any such offer and invitation. Hui Xian Real Estate Investment Trust (a Hong Kong collective investment scheme authorised under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) (Stock Code: 87001) Managed by: Hui Xian Asset Management Limited 滙賢房託管理有限公司 (1) CONNECTED PARTY TRANSACTIONS RELATING TO THE PROPOSED ACQUISITION OF THE CHONGQING PROPERTY (2) CERTAIN CONTINUING CONNECTED PARTY TRANSACTIONS (3) POSSIBLE ISSUANCE OF MANAGER ACQUISITION FEE UNITS AND (4) NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to the REIT Manager Citigroup Global Markets Asia Limited Independent Financial Adviser to the Independent Board Committee, the Independent Unitholders and the Trustee A letter from the Board is set out on pages 20 to 87 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Unitholders is set out on pages 88 to 89 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee, the Independent Unitholders and the Trustee is set out on pages 90 to 124 of this circular. A notice convening the EGM of Hui Xian REIT to be held at Grand Ballroom, 3/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Friday, 28 November 2014 at 12:00 noon is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend and vote at the EGM in person, please complete and return the accompanying form of proxy to the Unit Registrar of Hui Xian REIT, Computershare Hong Kong Investor Services Limited, of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. 10 November 2014 Hui Xian REIT proposes to acquire the entire interest in “Metropolitan Plaza”, an integrated commercial property development comprising a shopping mall and an offi ce building through the acquisition of the Target Company. Metropolitan Plaza is located at the Jiefangbei（解放碑） Central Business District of Chongqing. The table below sets out a summary of selected information on the property. Location Jiefangbei Central Business District, No.68 Zou Rong Road, Yuzhong District, Chongqing, The People’s Republic of China Gross Floor Area Shopping Mall: 109,743 sq. m. (area inclusive of 353 car park spaces) (approximate) Offi ce Building: 54,617 sq. m. Total: 164,360 sq. m. Occupancy Rate Shopping Mall (excluding approximately 92.5% (as at 31 August 2014) car park spaces): Offi ce Building: approximately 97.3% Appraised Value RMB 4,104 million Attributable Value RMB 3,910 million Chongqing is one of the four direct-controlled municipalities, and a critical transportation and industrial hub in inland parts of China. As the most populous and largest city by area in China, Chongqing is one of the country’s fastest growing local economies. Beijing Tianjin Shanghai Chongqing BEIJING ORIENTAL PLAZA CHONGQING METROPOLITAN PLAZA TABLE OF CONTENTS Page CORPORATE INFORMATION ........................................................ ii DEFINITIONS ....................................................................... 1 SUMMARY ......................................................................... 13 LETTER FROM THE BOARD ......................................................... 20 (A) INTRODUCTION ............................................................. 20 (B) SALE AND PURCHASE AGREEMENT ......................................... 21 (C) INFORMATION IN RELATION TO THE CHONGQING PROPERTY AND THE TARGET GROUP ............................................................ 32 (D) REASONS FOR AND BENEFITS OF THE ACQUISITION ......................... 42 (E) ARM’S LENGTH TERMS AND DUE DILIGENCE REVIEW ....................... 49 (F) PRC TAXATION ............................................................. 51 (G) FEES AND CHARGES ........................................................ 52 (H) FUNDING OF THE ACQUISITION ............................................. 53 (I) FINANCIAL EFFECTS OF THE ACQUISITION .................................. 54 (J) MANAGEMENT DISCUSSION ON BUSINESS PLAN IN RELATION TO THE CHONGQING PROPERTY AND HUI XIAN REIT AS A WHOLE ................... 54 (K) RISK FACTORS .............................................................. 56 (L) CONTINUING CONNECTED PARTY TRANSACTIONS .......................... 61 (M) IMPLICATIONS UNDER THE REIT CODE AND THE TRUST DEED ............... 78 (N) RESTRICTION ON VOTING ................................................... 82 (O) RECOMMENDATIONS ....................................................... 83 (P) EXTRAORDINARY GENERAL MEETING AND CLOSURE OF REGISTER OF UNITHOLDERS .............................................................. 86 (Q) ADDITIONAL INFORMATION ................................................ 87 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ............................. 88 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............................. 90 APPENDIX I: ACCOUNTANT’S REPORT IN RESPECT OF THE TARGET BUSINESS ....... I-1 APPENDIX II: PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP .... II-1 APPENDIX III: VALUATION REPORT ON THE CHONGQING PROPERTY ................ III-1 APPENDIX IV: MARKET CONSULTANT’S REPORT .................................... IV-1 APPENDIX V: GENERAL INFORMATION .............................................. V-1 NOTICE OF EXTRAORDINARY GENERAL MEETING .................................. N-1 —i— CORPORATE INFORMATION Hui Xian REIT A collective investment scheme constituted as a unit trust and authorised under section 104 of the SFO REIT Manager Hui Xian Asset Management Limited Unit 303, Cheung Kong Center 2 Queen’s Road Central Hong Kong Directors of the REIT Manager Chairman and Non-executive Director Mr. Kam Hing Lam Executive Directors Mr. Cheung Ling Fung, Tom (Chief Executive Officer) Mr. Lee Chi Kin, Casey Non-executive Directors Mr. Ip Tak Chuen, Edmond Mr. Lim Hwee Chiang Mr. Yin Ke (with Mr. Pang Shuen Wai, Nichols as his alternate) Independent Non-executive Directors Mr. Cheng Hoi Chuen, Vincent Professor Lee Chack Fan Dr. Choi Koon Shum, Jonathan Trustee DB Trustees (Hong Kong) Limited Level 52 International Commerce Centre 1 Austin Road West Kowloon, Hong Kong Financial Adviser to the REIT Citigroup Global Markets Asia Limited Manager 50th Floor, Citibank Tower Citibank Plaza 3 Garden Road Central Hong Kong Independent Financial Adviser to the Somerley Capital Limited Independent Board Committee, the 20/F, China Building, Independent Unitholders and the 29 Queen’s Road Central, Trustee Hong Kong Legal Advisers to the REIT Manager As to Hong Kong law: Woo Kwan Lee & Lo 26th Floor, Jardine House 1 Connaught Place Central Hong Kong —ii— CORPORATE INFORMATION As to PRC law: Jincheng Tongda & Neal Law Firm 10th Floor, China World Tower No. 1 Jianguo Menwai Avenue Beijing People’s Republic of China Legal Adviser to the Trustee Baker & McKenzie 14th Floor, Hutchison House 10 Harcourt Road Hong Kong Reporting Accountants for the PricewaterhouseCoopers Financial Information of the Target 22nd Floor, Prince’s Building Business 10 Chater Road Central Hong Kong Reporting Accountants for the Pro Deloitte Touche Tohmatsu Forma Financial Information of the 35th Floor, One Pacific Place Enlarged Group 88 Queensway Hong Kong Independent Property Valuer Knight Frank Petty Limited 4th Floor, Shui On Centre 6–8 Harbour Road Wanchai Hong Kong Market Consultant Savills Property Services (Chengdu) Limited Chongqing Branch #3504, Xinhua International No.27 Minquan Road, Yuzhong District Chongqing People’s Republic of China Unit Registrar Computershare Hong Kong Investor Services Limited 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong — iii — DEFINITIONS In this circular, the following expressions shall have the following meanings unless the context otherwise requires: “1H” the six months
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