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Xizhimen Mall CIRCULAR DATED 14 NOVEMBER 2007 (Constituted in the Republic of Singapore THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. pursuant to a trust deed dated 23 October 2006 (as amended)) Anzhen Mall, Beijing Jinyu Mall, Huhehaote Xizhimen Mall, Beijing 2007 (Xizhimen Mall) 14 November dated Circular TRUST CHINA CAPITARETAIL OVERVIEW This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of capitalised terms Xizhimen Mall may be found in the Glossary of this Circular. PROPOSED ACQUISITION OF XIZHIMEN MALL Jiulong Mall, Beijing Qibao Mall, Shanghai Wangjing Mall, Beijing CRCT is proposing to acquire Xizhimen Mall located at Xizhimen in Xicheng District, Beijing, PRC (the “Proposed Acquisition”). On 18 October 2007, HSBC Institutional Trust Services (Singapore) Limited, as trustee of CRCT, entered into a conditional share purchase agreement to purchase the mall at an agreed property price of S$336.0 million. Two independent property valuers, Colliers International (Hong Kong) Limited and Knight Frank Petty Limited, have valued the property at S$338.4 million and S$340.0 million respectively, as at 30 September 2007. Separate from the Proposed Acquisition, there is also an agreement to purchase (subject to certain conditions being fulfi lled) from Beijing Finance Street Construction Development Co., Ltd. (a third party vendor), the planned extension of the current basement 1 of the mall (“Phase 2”) currently estimated Xinwu Mall, Wuhu Zhengzhou Mall, to have a Gross Rentable Area (“GRA”) of approximately 11,539 square metres Zhengzhou when completed. The extension would increase the GRA of Xizhimen Mall by 15.6%. The total acquisition cost, comprising the purchase consideration, the acquisition fee payable to the Manager, as well as the professional and other fees and expenses in connection with the Proposed Acquisition, is estimated to be approximately S$344.0 million (the “Total Acquisition Cost”) Unitholders should note that the Proposed Acquisition is subject to and conditional upon the passing of the resolution for the Equity Fund Raising (see Resolution 2). Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility If you have sold or transferred all your units in CRCT (“Units”), you should immediately for the correctness of any statements made, opinions expressed, or reports contained, forward this Circular, together with the Notice of Extraordinary General Meeting and in this Circular. If you are in any doubt as to the action you should take, you should the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the consult your stockbroker, bank manager, solicitor, accountant or other professional bank, stockbroker or other agent through whom the sale or transfer was effected for adviser immediately. onward transmission to the purchaser or transferee. PROPOSED METHOD OF ANZHEN MALL Approval in-principle has been obtained from the SGX-ST for the listing and quotation This Circular is not for distribution, directly or indirectly, in or into the United States. of the new units (the “New Units”) in CapitaRetail China Trust (“CRCT”) to be issued It is not an offer of securities for sale into the United States. The Units may not JIULONG MALL for the purpose of the Equity Fund Raising (as defi ned herein) on the Main Board of be offered or sold in the United States or to, or for the account or benefi t of, U.S. FINANCING MAP OF CHINA Inner the SGX-ST. The SGX-ST’s in-principle approval is not to be taken as an indication of persons (as such term is defi ned in Regulation S under the Securities Act of 1933, as Mongolia WANGJING MALL the merits of CRCT, the New Units, the Equity Fund Raising, the Waivers (as defi ned amended) unless they are registered or exempt from registration. There will be no herein) or the Proposed Acquisition (as defi ned herein). public offer of securities in the United States. The Manager intends to issue New Units so as to raise gross proceeds JINYU MALL Existing Portfolio XIZHIMEN MALL of up to approximately S$280.0 million in order to partly fi nance the Proposed Acquisition - Xizhimen Mall Beijing CIRCULAR TO UNITHOLDERS IN RELATION TO: Proposed Acquisition, with the balance of the proceeds to be utilised for CRCT’s working capital and capital expenditure purposes (the (1) THE PROPOSED ACQUISITION OF XIZHIMEN MALL; “Equity Fund Raising”). (2) THE PROPOSED ISSUE OF NEW UNITS UNDER THE EQUITY FUND RAISING; ZHENGZHOU MALL Henan (3) THE PROPOSED PLACEMENT OF NEW UNITS TO CAPITALAND LIMITED AND ITS SUBSIDIARIES; The remainder of the Total Acquisition Cost will be fi nanced through (4) THE PROPOSED PLACEMENT OF NEW UNITS TO CAPITAMALL TRUST; bank borrowings of approximately S$88.0 million. The bank borrowings Shanghai (5) THE PROPOSED PLACEMENT OF NEW UNITS TO THE DIRECTORS; are expected to be entered into at the CRCT level in the form of a two- QIBAO MALL Anhui (6) THE PROPOSED GENERAL MANDATE FOR THE ISSUE OF NEW UNITS AND CONVERTIBLE SECURITIES; AND year unsecured term loan facility. (7) THE PROPOSED RETENTION OF WANGJING MALL IN THE EXISTING PORTFOLIO. XINWU MALL Unitholders should also note that the Equity Fund Raising is subject Managed By IMPORTANT DATES AND TIMES FOR UNITHOLDERS to and conditional upon the passing of the resolution for the Proposed Acquisition (see Resolution 1). Event Date Time CAPITARETAIL CHINA TRUST MANAGEMENT LIMITED (the “MANAGER”) Last date and time for 2 December 2007 10.00 a.m. A member of lodgement of Proxy Forms Date and time of Extraordinary General 4 December 2007 10.00 a.m. Meeting (“EGM”) Joint Lead Managers, Bookrunners and Underwriters for the Equity Fund Raising Place of EGM 168 Robinson Road Capital Tower Level 9 STI Auditorium Singapore 068912 CCRCT_gatefold_pg1.inddRCT_gatefold_pg1.indd 1 111/14/071/14/07 112:44:342:44:34 AMAM FOR INFORMATION ONLY CIRCULAR DATED 14 NOVEMBER 2007 (Constituted in the Republic of Singapore THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. pursuant to a trust deed dated 23 October 2006 (as amended) Anzhen Mall, Beijing Jinyu Mall, Huhehaote Xizhimen Mall, Beijing CHINA TRUST Circular dated 14 November 2007 (Xizhimen Mall) CAPITARETAIL OVERVIEW This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of capitalised terms Xizhimen Mall may be found in the Glossary of this Circular. PROPOSED ACQUISITION OF XIZHIMEN MALL Jiulong Mall, Beijing Qibao Mall, Shanghai Wangjing Mall, Beijing CRCT is proposing to acquire Xizhimen Mall located at Xizhimen in Xicheng District, Beijing, PRC (the “Proposed Acquisition”). On 18 October 2007, HSBC Institutional Trust Services (Singapore) Limited, as trustee of CRCT, entered into a conditional share purchase agreement to purchase the mall at an agreed property price of S$336.0 million. Two independent property valuers, Colliers International (Hong Kong) Limited and Knight Frank Petty Limited, have valued the property at S$338.4 million and S$340.0 million respectively, as at 30 September 2007. Separate from the Proposed Acquisition, there is also an agreement to purchase (subject to certain conditions being fulfi lled) from Beijing Finance Street Construction Development Co., Ltd. (a third party vendor), the planned extension of the current basement 1 of the mall (“Phase 2”) currently estimated Xinwu Mall, Wuhu Zhengzhou Mall, to have a Gross Rentable Area (“GRA”) of approximately 11,539 square metres Zhengzhou when completed. The extension would increase the GRA of Xizhimen Mall by 15.6%. The total acquisition cost, comprising the purchase consideration, the acquisition fee payable to the Manager, as well as the professional and other fees and expenses in connection with the Proposed Acquisition, is estimated to be approximately S$344.0 million (the “Total Acquisition Cost”) Unitholders should note that the Proposed Acquisition is subject to and conditional upon the passing of the resolution for the Equity Fund Raising (see Resolution 2). Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility If you have sold or transferred all your units in CRCT (“Units”), you should immediately for the correctness of any statements made, opinions expressed, or reports contained, forward this Circular, together with the Notice of Extraordinary General Meeting and in this Circular. If you are in any doubt as to the action you should take, you should the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the consult your stockbroker, bank manager, solicitor, accountant or other professional bank, stockbroker or other agent through whom the sale or transfer was effected for adviser immediately. onward transmission to the purchaser or transferee. PROPOSED METHOD OF ANZHEN MALL Approval in-principle has been obtained from the SGX-ST for the listing and quotation This Circular is not for distribution, directly or indirectly, in or into the United States. of the new units (the “New Units”) in CapitaRetail China Trust (“CRCT”) to be issued It is not an offer of securities for sale into the United States. The Units may not JIULONG MALL for the purpose of the Equity Fund Raising (as defi ned herein) on the Main Board of be offered or sold in the United States or to, or for the account or benefi t of, U.S. FINANCING MAP OF CHINA Inner the SGX-ST. The SGX-ST’s in-principle approval is not to be taken as an indication of persons (as such term is defi ned in Regulation S under the Securities Act of 1933, as Mongolia WANGJING MALL the merits of CRCT, the New Units, the Equity Fund Raising, the Waivers (as defi ned amended) unless they are registered or exempt from registration.
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