Yuexiu Real Estate Investment Trust : ANNOUNCEMENT - POST-COMPLETION TRUE-UP PAYMENT FOR ACQUISITION OF 67.0% OF THE WUHAN PROPERTYpdf Download

The Securities and Futures Commission of Hong Kong, The Stock Exchange of Hong Kong Limited and Hong Kong Exchanges and Clearing Limited take no responsibility for the contents of this announcement, 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 announcement.

(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: 00405)

Managed by

ANNOUNCEMENT

POST-COMPLETION TRUE-UP PAYMENT FOR ACQUISITION OF

67.0% OF THE WUHAN PROPERTY

The Manager announces that the WH True-up Payment has been determined to be approximately RMB198,571, 60.0% of which (being approximately RMB119,143) will be paid in cash by WH Purchaser within five Business Days after 13 February 2018 (being the date of the determination of the WH Completion Statement), with the remaining 40.0% (being approximately RMB79,429) to be paid within one year after Completion, in accordance with the terms of the Acquisition Deed.

Reference is made to the circular dated 15 November 2017 (the "Circular") and the announcements dated 14 November 2017, 4 December 2017 and 21 December 2017, each made by Yuexiu Real Estate Investment Trust ("Yuexiu REIT") in connection with the acquisition of 67.0% of the Wuhan Property (as defined therein). Unless the context requires otherwise, terms used in this announcement shall have the same meaning as those defined in the Circular.

POST-COMPLETION TRUE-UP PAYMENT

Completion of the Acquisition took place on 21 December 2017 pursuant to the terms of the Acquisition Deed. On the same day, the sum of RMB1,201,196,182 was settled by WH Purchaser in accordance with the Acquisition Deed.

The Manager announces that the WH Completion Statement has been audited by PricewaterhouseCoopers and determined on 13 February 2018 in accordance with the procedures set out in the Acquisition Deed.

Based on the WH Completion Statement, WH Purchaser shall pay WH Vendor the WH True-up Payment of approximately RMB198,571, which represents difference between: (i) the WH Target Group Adjusted NAV as set out in the WH Completion Statement (being minus RMB271,098,080); and (ii) the WH Target Group Adjusted NAV as set out in the WH Pro Forma Completion Statement (being minus RMB271,296,651). An amount equal to 60.0% of the WH True-up Payment (being approximately RMB119,143) will be paid in cash within five Business Days after the determination of the WH Completion Statement in accordance with the terms of the Acquisition Deed (the "Initial True-up Payment"). The remaining 40.0% of the WH True-up Payment (being approximately RMB79,429) will be paid by WH Purchaser within one year after Completion.

The Manager understands that, as a result of the WH True-up Payment being payable by WH Purchaser to WH Vendor, an excess amount of approximately RMB19,857 is reasonably expected to become payable by WH Vendor as taxes arising out of or relating to the Acquisition. In accordance with the terms of the Acquisition Deed, the Initial True-up Payment (being approximately RMB119,143) will be paid as follows: (i) approximately RMB99,286 in cash to WH Vendor; and (ii) approximately RMB19,857 for credit to the EIT Segregated Account.

DEFERRED COMPLETION PAYMENT

Within one year after Completion, WH Purchaser shall pay, or procure the payment of, an amount in cash equal to the sum of the Deferred Completion Payment (being approximately RMB803,723,860), and the remaining 40.0% of the WH True-up Payment (being approximately RMB79,429), plus interest on the net amount accrued at a margin of 1.0% per annum over HIBOR from the Completion Date (being 21 December 2017) to the date that such amount is paid. A further announcement regarding such amount will be made by the Manager in accordance with all applicable requirements of the REIT Code as and when appropriate.

GENERAL

This announcement is made pursuant to paragraph 10.3 of the REIT Code.

By order of the Board

Yuexiu REIT Asset Management Limited

(as manager of Yuexiu Real Estate Investment Trust)

YU Tat Fung

Company Secretary

Hong Kong, 13 February 2018

As at the date of this announcement, the REIT Manager Board comprises:

Executive Directors:

Mr. LIN Deliang and Mr. CHENG Jiuzhou

Non-executive Directors:

Mr. LIN Zhaoyuan (Chairman) and Mr. LI Feng

Independent Non-executive Directors:

Mr. CHAN Chi On, Derek, Mr. CHAN Chi Fai, Brian, Mr. CHEUNG Yuk Tong and Mr. CHEN Xiaoou.