Asset Acquisitions And Disposals :: Completion Of Joint Acquisition Of 100% Int In Special Purpose Co Which Holds Rock Square, Guangzhou

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA, CANADA, JAPAN OR AUSTRALIA

CAPITALAND RETAIL CHINA TRUST

(Constituted in the Republic of Singapore pursuant to a trust deed dated 23 October 2006 (as amended))

ANNOUNCEMENT

COMPLETION OF JOINT ACQUISITION OF 100% INTEREST IN SPECIAL PURPOSE COMPANY

WHICH HOLDS ROCK SQUARE, GUANGZHOU, CHINA

Unless otherwise defined, all terms and references used herein shall bear the same meaning ascribed to them in the announcement dated 28 November 2017 and titled "JOINT ACQUISITION OF 100% INTEREST IN SPECIAL PURPOSE COMPANY WHICH HOLDS ROCK SQUARE, GUANGZHOU, CHINA" (the "Acquisition Announcement").

• 1. Completion of Acquisition

  Further to the Acquisition Announcement, CapitaLand Retail China Trust Management Limited, as manager of CapitaLand Retail China Trust ("CRCT", and the manager of CRCT, the "Manager") wishes to announce that the CRCT SPV and the CL SPV have, on 31 January 2018, completed the acquisition of all the issued shares of the Target Company (the "Acquisition"). Following the completion of the Acquisition, the CRCT SPV and the CL SPV hold 51.0% and 49.0% of the issued shares of the Target Company respectively. Accordingly, both the Target Company and its wholly owned subsidiary, Guangzhou Starshine Properties Co., Ltd, which holds Rock Square, Guangzhou, China, are now subsidiaries of CRCT.

• 2. Use of Proceeds of Private Placement

  In addition, the Manager refers to its announcement dated 29 November 2017 in relation to the close of the private placement of 64,392,000 new units ("New Units") in CRCT at an issue price of S$1.612 per New Unit (the "Private Placement", and the announcement dated 29 November 2017, the "Close of Private Placement Announcement"), and its announcement dated 7 December 2017 in relation to the use of proceeds of the Private Placement (the "Use of Proceeds Announcement").

  The Close of Private Placement Announcement states that pending the deployment of the net proceeds from the Private Placement, the net proceeds may, subject to relevant laws and regulations, be deposited with banks and/or financial institutions, or be used to repay outstanding borrowings or for any other purpose on a short-term basis as the Manager may, in its absolute discretion, deem fit.

The Manager had in the Use of Proceeds Announcement announced that S$75.0 million (which is equivalent to 73.7% and 72.2% of the net proceeds and the gross proceeds of the Private Placement respectively) had been applied to repay outstanding borrowings, pending the deployment of such funds for their intended use (the "Interim Use").

The Manager is pleased to announce that S$76.2 million, which comprises the S$75.0 million applied towards the Interim Use and the remaining S$1.2 million of the net proceeds of the Private Placement (which is equivalent to 74.9% and 73.4% of the net proceeds and the gross proceeds of the Private Placement respectively), has been applied towards the Acquisition. Such use is in accordance with the stated use and percentage of the gross proceeds of the Private Placement as stated in the Close of Private Placement Announcement. With this, the gross proceeds of the Private Placement have been fully utilised.

BY ORDER OF THE BOARD

CapitaLand Retail China Trust Management Limited (Registration Number: 200611176D)

As manager of CapitaLand Retail China Trust

Tan Lee Nah

Company Secretary 31 January 2018

Important Notice:

This announcement is for information purposes only and does not constitute an offer for sale or an invitation or offer to acquire, purchase or subscribe for units in CapitaLand Retail China Trust ("Units") in the United States or any other jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada or Japan. The Units referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction, and the Units may not be offered or sold in the United States, absent registration or an exemption from, the registration requirements under the Securities Act and applicable state or local securities laws. No public offering of securities is being made in the United States.

The value of Units and the income derived from them, if any, may fall or rise. The Units are not obligations of, deposits in, or guaranteed by, CapitaLand Retail China Trust Management Limited (the "Manager"), as manager of CapitaLand Retail China Trust, or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested.

Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that unitholders may only deal in their Units through trading on Singapore Exchange Securities Trading Limited ("SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

The past performance of CapitaLand Retail China Trust is not necessarily indicative of the future performance of CapitaLand Retail China Trust.

This announcement may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses, (including employee wages, benefits and training costs), property expenses and governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view on future events.