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Singapore's First China Retail Reit Capitaretail China Trus T PROSPECTUS DATED 29 NOVEMBER 2006 (Registered with the Monetary Authority of Singapore on 29 November 2006) This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser. Offering of 193,300,000 Units CAPITARETAIL CHINA TRUST (Subject to the Over-allotment Option) (a unit trust constituted on 23 October 2006 under the laws of the Republic of Singapore) Managed by CapitaRetail China Trust Management Limited, a member of CapitaLand Group Offering Price: S$1.13 per Unit SINGAPORE’S FIRST CHINA RETAIL REIT CAPITARETAIL CHINA TRUST CHINA CAPITARETAIL Retail Crown (BVI) Limited (the “Vendor”), an indirect wholly-owned subsidiary of CapitaLand Limited Scheme — Ordinary Account. CPF members are allowed to invest up to 35.0% of the Investible Savings (the “Sponsor”) incorporated in the British Virgin Islands, is making an offering (the “Offering”) of (as defi ned herein) in their CPF Ordinary Accounts to purchase Units. 193,300,000 units (the “Units”) representing undivided interests in CapitaRetail China Trust (“CRCT”) for sale at the Offering Price (as defi ned herein). The collective investment scheme offered in this Prospectus is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act” or “SFA”). The Offering consists of (i) (a) a placement to institutional and other investors outside Singapore (the A copy of this Prospectus has been lodged with, and registered by, the Monetary Authority of “International Placement”) and (b) a placement to institutional and other investors in Singapore (the Singapore (the “MAS”) on 8 November 2006 and 29 November 2006 respectively. The MAS “Singapore Placement” and, together with the International Placement, the “Placement”), and (ii) an assumes no responsibility for the contents of this Prospectus. Lodgment with, or registration by, offering to the public in Singapore (the “Singapore Public Offer”), of which 11,000,000 Units will be the MAS of this Prospectus does not imply that the Securities and Futures Act or any other legal reserved for purchase by the directors, management, employees and business associates of the Sponsor or regulatory requirements have been complied with. The MAS has not, in any way, considered and its subsidiaries (the “Reserved Units”). The size of the Singapore Public Offer is 29,000,000 Units, the investment merits of the collective investment scheme. This Prospectus will expire on 28 subject to an increase of up to an additional 4,000,000 Units with a corresponding decrease in the November 2007 (12 months after the date of the registration). number of Units offered under the Placement. The purchase price of each Unit under the Offering (the “Offering Price”) is S$1.13. See “Risk Factors” commencing on page 40 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Vendor, the Sponsor, the The International Placement will be underwritten at the Offering Price by J.P. Morgan (S.E.A.) Limited Manager, the International Underwriters, the Singapore Underwriters, DBS, the Financial Advisers (“JPMorgan”), UBS AG, acting through its business group, UBS Investment Bank (“UBS”) and China International Capital Corporation Limited (“CICC”, together with JPMorgan and UBS, the “International or the Trustee guarantees the performance of CRCT, the repayment of capital or the payment of a Underwriters”) and the Singapore Placement and the Singapore Public Offer will be underwritten at the particular return on the Units. Offering Price by JPMorgan and UBS (together, the “Singapore Underwriters”). Each of JPMorgan, Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to UBS and CICC shall generally be referred to as an “Underwriter”. CapitaLand Financial Services Limited is the fi nancial adviser to the Vendor and CapitaRetail China Trust Management Limited, as manager in Appendix F, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in of CRCT (the “Manager”), and JPMorgan is the sole fi nancial adviser to the Offering (together, the Singapore”) in the Singapore Public Offer will pay the Offering Price per Unit on application, subject to “Financial Advisers”). The co-ordinator for the Singapore Public Offer and sub-underwriter is DBS Bank a refund of the full amount or, as the case may be, the balance of the application monies (in each case Ltd (“DBS”). without interest or any share of revenue or other benefi t arising therefrom), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason. As at the date of this Prospectus, the Vendor, Retail Crown Pte. Ltd. (an indirect wholly-owned subsidiary of the Sponsor), CapitaMall Trust (“CMT”) (an associate of the Sponsor), Stichting Pensioenfonds voor In connection with the Offering, JPMorgan (the “Stabilising Manager”) has been granted an over- de Gezondheid, Geestelijke en Maatschappelijke Belangen (“PGGM”) and The Great Eastern Life allotment option (the “Over-allotment Option”) by the Vendor, exercisable in full or in part, on one or Assurance Company Limited (“Great Eastern” and, together with the Vendor, Retail Crown Pte. Ltd., more occasions, by the Stabilising Manager (on behalf of the Underwriters), in consultation with the CMT and PGGM, the “Strategic Investors”) hold 222,100,000, 95,130,513, 95,100,000, 47,600,000 and other Underwriters, within 30 days from the date of commencement of trading of the Units on the SGX- 15,700,000 Units, respectively (together, the “Strategic Investor Units”). The total number of Units in ST, to purchase from the Vendor up to an aggregate of 28,800,000 Units (representing not more than issue as at the date of this Prospectus, and held by the Strategic Investors, is 475,630,513 Units. There 14.9% of the total number of Units in the Offering) (the “Over-allotment Units”) at the Offering Price will be no increase in the total number of Units in issue after the completion of the Offering. for each Unit, solely to cover the over-allotment of Units (if any). The total number of Units outstanding immediately after the completion of the Offering will be 475,630,513 Units. The exercise of the Over- Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will allotment Option will not increase this total number of Units outstanding. be by way of an initial public offering in Singapore. Application has been made to Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST all the In connection with the Offering, the Stabilising Manager (or any person acting on behalf of the Stabilising Units in issue as at the date of this Prospectus and all the Units which will be issued to the Manager from Manager) may, in consultation with the other Underwriters, over-allot or effect transactions with a view time to time in full or part payment of the fees payable to the Manager. Such permission will be granted to stabilising or maintaining the market price of the Units at levels which might not otherwise prevail in when CRCT has been admitted to the Offi cial List of the SGX-ST (the “Listing Date”). Acceptance of the open market. Such transactions may be effected on the SGX-ST and in other jurisdictions where it applications for Units will be conditional upon permission being granted to list the Units. In the event is permissible to do so, in each case in compliance with all applicable laws and regulations, including that such permission is not granted, application monies will be returned in full, at each investor’s own the Securities and Futures Act and any regulations thereunder. However, there is no assurance that the risk, without interest or any share of revenue or other benefi t arising therefrom, and without any right or Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilising claim against the Vendor, the Sponsor, CRCT, the Manager, the International Underwriters, the Singapore action. Such transactions may commence on or after the date of commencement of trading of the Units Underwriters, DBS, the Financial Advisers or HSBC Institutional Trust Services (Singapore) Limited, as on the SGX-ST and, if commenced, may be discontinued at any time and shall not be effected after the trustee of CRCT (the “Trustee”). earliest of (i) the date falling 30 days from the date of commencement of trading of the Units on the SGX- CRCT has received a letter of eligibility from the SGX-ST for the listing and quotation of the Units on the ST, (ii) the date when the Stabilising Manager has bought on the SGX-ST an aggregate of 28,800,000 Main Board of the SGX-ST. CRCT’s eligibility to list on the Main Board of the SGX-ST is not an indication Units representing not more than 14.9% of the total number of Units in the Offering, and (iii) the date of the merits of the Offering, CRCT, the Manager or the Units. The SGX-ST assumes no responsibility for failling 30 days after the date of adequate public disclosure of the Offering Price of the Units. the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Offering, CRCT, The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended the Manager or the Units.
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