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Proposed Acquisition of Interest in Chengdu Longemont Shopping Mall Development

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Proposed Acquisition of Interest in Chengdu Longemont Shopping Mall Development (a business trust constituted on 22 February 2011 under the laws of the Republic of Singapore) Managed by Perennial China Retail Trust Management Pte. Ltd. PROPOSED ACQUISITION OF INTEREST IN CHENGDU LONGEMONT SHOPPING MALL DEVELOPMENT (I) ISSUE AND DESPATCH OF UNITHOLDERS’ CIRCULAR (II) EXTRAORDINARY GENERAL MEETING OF UNITHOLDERS OF PERENNIAL CHINA RETAIL TRUST; AND (III) ENTRY INTO THE AMENDED AND RESTATED FRAMEWORK AGREEMENT, OPTION AGREEMENT AND NEW EARN-OUT DEED. 1. INTRODUCTION Perennial China Retail Trust Management Pte. Ltd., as trustee-manager of Perennial China Retail Trust (“ PCRT ”, and trustee-manager of PCRT, the “ Trustee-Manager ”), refers to its announcement dated 4 November 2011 (the “ 4 November 2011 Announcement ”) in relation to the proposed acquisition of a 50.0% interest in Chengdu Longemont Shopping Mall Development (“ Chengdu Longemont Mall ”) based on a completed gross floor area (“ GFA ”) of 455,260 square metres (“ sqm ”) and the agreed property price of RMB10,000 per sqm and the entry into of a master framework agreement (the “Original Framework Agreement ”) in relation thereto. In the interests of unitholders, the Trustee-Manager has negotiated for: (i) the flexibility for PCRT to increase its interest in Chengdu Longemont Mall to more than 50.0% (and up to 80.0%) (the “ Chengdu Longemont Mall Interest ”) (the “ Acquisition ”) pursuant to the terms of an amendment to the Original Framework Agreement (the “ Framework Agreement ”) and the Option Agreement (as defined herein) and (ii) an additional earn-out arrangement in connection with the Acquisition pursuant to the terms of the New Earn-out Deed (as defined herein). The Trustee-Manager wishes to announce that its wholly-owned subsidiary, Perennial China Retail Pte. Ltd. (“ PCRPL ”) has on 19 January 2012 entered into the Framework Agreement, the Option Agreement and the New Earn-out Deed. The Trustee-Manager also wishes to announce that it is convening an extraordinary general meeting (“ EGM ”) in connection with, among others, the Acquisition and is in the process of despatching a circular in connection with the EGM (the “ Unitholders’ Circular ”). The issue managers for the initial public offering and listing of Perennial China Retail Trust were DBS Bank Ltd., Goldman Sachs (Singapore) Pte., Standard Chartered Securities (Singapore) Pte. Limited and Citigroup Global Markets Singapore Pte. Ltd.. The issue managers for the initial public offering assume no responsibility for the contents of this announcement. 2. DETAILS OF THE FRAMEWORK AGREEMENT The Framework Agreement has been entered into between PCRPL, Shanghai Summit Real Estate Development Co., Ltd. (“ Shanghai Summit ”), Chengdu Summit Real Estate Development Co., Ltd. (“ Chengdu Summit ”), Chengdu Ruifeng Real Estate Development Co., Ltd. (“ Chengdu Ruifeng ”), Shanghai Summit Pte. Ltd., Perennial Real Estate Pte. Ltd. and Ms Tong Yuqian. The Framework Agreement provides for, among other things, the restructuring of Chengdu Summit and Chengdu Ruifeng in a series of steps which will ultimately lead to PCRT, through its wholly-owned subsidiary, PCRPL, acquiring the Chengdu Longemont Mall Interest. Shanghai Summit currently owns Chengdu Summit which in turn holds the underlying land in respect of the Chengdu Longemont Mall. (Additional details of the Framework Agreement are set out in the Unitholders’ Circular.) 3. DETAILS OF THE OPTION AGREEMENT PCRPL has on 19 January 2012 entered into an option agreement with the parties to the Original Framework Agreement, pursuant to which PCRPL has been granted an option to increase its equity interest in Chengdu Ruifeng to up to 80.0% at RMB10,000 per sqm in the event that the GFA of the property is determined to be less than 95.0% of 455,260 sqm based on the GFA approved by the authority in the construction project planning permit (the “ Transactional GFA ”), subject always to PCRPL paying a maximum purchase consideration of RMB2.28 billion (S$464.0 million) for its aggregate interest in Chengdu Longemont Mall in the event that it acquires more than 50.0% interest in Chengdu Longemont Mall. (Additional details of the Option Agreement are set out in the Unitholders’ Circular.) 4. DETAILS OF THE NEW EARN-OUT DEED In connection with the Acquisition, the Trustee-Manager has negotiated and entered into a new earn-out deed with Shanghai Summit (the “ New Earn-out Deed ”) for up to RMB226.5 million to be available for distribution under the terms of the New Earn-out Deed, which amounts to approximately 10.0% of the purchase consideration under the Acquisition based on a completed GFA of 455,260 sqm. The New Earn-out Deed is expected to further strengthen the Trustee-Manager’s capacity to deliver the total distribution amount in respect of the period from 9 June 2011 to 31 December 2011 (the “ Forecast Year 2011 ”) and 1 January 2012 to 31 December 2012 (the “ Projection Year 2012 ”) as disclosed in the prospectus of PCRT issued by the Trustee-Manager dated 27 May 2011 (the “ Prospectus ”) and to strengthen the cash flows for distribution to Unitholders in the first half of 2013. The new earn-out arrangement is expected to provide Unitholders greater assurance that the forecast total distribution amount for Forecast Year 2011 and Projection Year 2012 as disclosed in the Prospectus can be achieved and is conditional upon obtaining Unitholders’ approval for the proposed Acquisition. (Additional details of the New Earn-out Deed are set out in the Unitholders’ Circular.) 2 5. DOCUMENTS FOR INSPECTION A copy of the Framework Agreement, the Option Agreement and the New Earn-Out Deed is available for inspection during normal business hours (prior appointment will be appreciated) at the registered office of the Trustee-Manager at 6 Temasek Boulevard, #25-04/05 Suntec Tower Four, Singapore 038986 for a period of three months commencing from the date of this Announcement. 6. EXTRAORDINARY GENERAL MEETING AND DESPATCH OF UNITHOLDERS’ CIRCULAR The Trustee-Manager has today issued a circular to Unitholders setting out details of the following resolutions proposed at the EGM (i) the Acquisition, (ii) the trust deed supplement in relation to the form of payment of the management fees and (iii) the trust deed supplement in relation to the form of payment of acquisition fee, together with a notice of the EGM to be held on Monday, 13 February 2012 at 10.30 a.m. at Rooms 325-326, Level 3, Suntec Singapore, International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593. The Unitholder’s Circular is in the process of being despatched to Unitholders. By Order of the Board Perennial China Retail Trust Management Pte. Ltd. (as Trustee-Manager of Perennial China Retail Trust) (Registration Number: 201024622Z) Wong Lai Kuen Company Secretary 20 January 2012 Important Notice The value of units (“ Units ”) in PCRT and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, PCRT, the Trustee-Manager, or any of its affiliates. The past performance of PCRT is not indicative of the future performance of PCRT. Certain statements in this announcement may constitute “forward-looking statements”. Such forward-looking statements are based on numerous assumptions regarding PCRT’s present and future business, and its strategies and the environment in which PCRT’s will operate in the future. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of PCRT, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements speak only as at the date of this announcement. PCRT expressly disclaims any obligation or undertaking to release publicly any 3 updates of or revisions to any forward-looking statement contained herein to reflect any change in PCRT’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, subject to compliance with all applicable laws and regulations and/or the rules of Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) and/or any other relevant regulatory or supervisory body or agency. An investment in the Units is subject to investment risks, including the possible loss of the principal amount invested. Investors will have no right to request that the Trustee-Manager redeem or purchase the Units while the Units are listed. It is intended that holders of the Units may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of PCRT is not necessarily indicative of the future performance of PCRT. This announcement is for information only and does not constitute an offer of securities for sale in the United States or elsewhere. The securities of PCRT have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There will be no public offering of the securities in the United States. ABOUT PERENNIAL CHINA RETAIL TRUST (www.perennialchinaretailtrust.com) PCRT is Singapore’s first pure-play People’s Republic of China retail development trust listed on the Main Board of the SGX-ST. PCRT’s initial portfolio is valued at approximately S$1.1 billion (approximately RMB5.9 billion on a as if completed and fully leased basis) as at 31 December 2010 and comprises five assets located in Shenyang, Foshan and Chengdu. The initial portfolio comprises a 50.0% stake in each of Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall and the Shenyang Longemont Offices, as well as the right to acquire a 100.0% stake in each of Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall.
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