Mapletree Greater China Commercial : Disclosure of Interest/Changes in Interest of Substantial Unitholder(s)

SECURITIES ANO FUTURES ACT (CAP. 289) SECURITIES ANO FUTURES (OISCLOSURE OF INTERESTS) REGULATIONS 2012

NOTIFICATION FORM FOR SUBSTANTIAL SHAREHOLDER(S)/ UNITHOLDER(S) IN RESPECT OF INTERESTS IN SECURITIES

(Eiectronic Forma!)

Explanatory Notes

1. Please read the explanatory notes carefully belare completing the notification form.
2. This form is fora Substantial Shareholder(s)/Unitholder(s) !ogive notice under section 135, 136, 137, 137J (as applicable to sections 135, 136 and 137) or 137U (as applicable !o sections 135, 136 and 137) of the Securities and Futures Acl(the "SFA").
3. This electronic Form 3 and a separate Form C, containing the particulars and contaci details of the Substantial Shareholder(s)/Unitholder(s), must be completed by the Substantial Shareholder(s)/ Unitholder(s) or a person duly authorised by the Substantial Shareholder(s)/Unitholder(s) !o do so. The person so authorised should maintain records of information furnished to him by the Substantial Shareholder(s)/Unitholder(s).
4. This form and Form C, are to be completed electronically and sent !o the Listed lssuer via an electronic medium such as an e-mail attachment. The Listed lssuer will attach both forms !o the prescribed SGXNet announcement !empiate for dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached !o the announcement !empiate, it wi/1 not be disseminated to the public and is made available only !o the Monetary Authority of Singapore (the "Authority").
5. Where a transaction results in similar notifiable obligations on the part of more !han one Substantial Shareholder/Unitholder, al/ of these Substantial Shareholders/Unitholders may give notice using the same notification form.
6. A single form may be used by a Substantial Shareholder/Unitholder for more !han one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of becoming aware of the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.
7. Al/ applicable parts of the notification form must be completed. lf there is insufficient space for your answers, please include attachment(s) by clicking the paper clip icon on the bottom left-hand corner or in item 11 of Part Il or item 1O of Part Ili. The total file size for al/ attachment(s) should no!exceed 1MB.
8. Except for item 5 of Part Il and item 1 of Part IV, please select only one option from the relevant check boxes.
9. Please note !ha!submission of any false or misleading information is an offence under Part VII of the SFA.
10. In this form, the term "Listed lssuer" refers to -
(a) a company incorporated in Singapore any or al/ of the shares in which are listed for quotation on the officiallist of a securities exchange;
(b) a corporation (no!being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or al/ of the shares in which are listed for quotation on the officiallist of a securities exchange,such Jisting being a primary listing;
(c) a registered business trust (as defined in the Business Trusts Acl(Cap. 31A)) any or al/ of the units in which are listed for quotation on the officiallist of a securities exchange;
(d) a recognised business trust any or ali of the units in which are listed for quotation on the official lisi of a securities exchange, such listing being a primary listing; or
(e) a collective investment scheme that is a trust, that invests primarily in real estate and rea! estate­ related assets specified by the Authority in the Code on Collective lnvestment Schemes, and any or ali the units in which are listed for quotation on the official lisiof a securities exchange, such listing being a primary listing (''Real Estate lnvestment Trust").
11. For further instructions and guidance on how to complete this notification form, please referto section 7 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas.gov.sg (under "Regulations and Financial Stability'', "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of lnterests").

1. Name of Listed lssuer:

Mapletree Greater China Commerciai Trust

2. Type of Listed lssuer:

D Company/Corporation

D Registered/Recognised Business Trust

0 Real Estate lnvestment Trust

Name of Trustee-Manager/Responsible Person:

Mapletree Greater China CommerciaiTrust Management Ltd.

3. ls more than one Substantial Shareholder/Unitholder giving notice in this form?

0 No (Piease proceed lo complete Pari Il)

D Yes (Piease proceed lo complete Parts !Il & IV)

4. Date of notificatian to Listed lssuer:

127-May-2014

FORìvì 3![ Vers1on 2 O ]!Effect!ViDate [21 March 2014] Page 3 of 7

[To be used for single Substantia/ Shareholder/Unitholder to give notice]

1. Name of Substantial Shareholder/Unitholder: ITemasek Holdings (Private) Limited

2. Js Substantial Shareholder/Unitholder a fund manager or a person whose interest in the securities ofthe Listed lssuer are held solely through fund manager(s)?

D Yes

0 No

TransactionA O

1. Notification in respect of:

D Becoming a Substantial Shareholder/Unitholder

0 Change in the percentage level of interest while stili remaining a Substantial Sharehalder/Unithalder

D Ceasing ta be a Substantial Sharehalder/Unithalder

2. Date of acquisition of or change in interest:

123-May-2014

3. Date on which Substantial Shareholder/Unitholder became aware of the acquisition of, or the change in, interest 6 (if different from item 2 above, p/ease specify the date):

123-May-2014 l

4. Explanation (ifthe date of becoming aware is different from the date of acquisition of, or the change in, interesf):

5. Type of securities which are the subject of the transaction (more than one option may be chosen):

0 Vating shares/units

D Rights/Optians!Warrants aver vating shares/units

D Canvertible debentures aver vating shares/units (canversion price knawn)

D Others (please specify):

6. Number of shares, units, rights, options, warrants and/or principal amount of convertible debentures acquired or disposed of by Substantial Shareholder/Unitholder:

13,917,157 new units were issued as payment abl ase fee, performance fee and property management fee.

FORM 3/[ Vers10n 2 O j/Effect1ve Date [ 21 March 201ti] Page 4 of 7

7. Amount of consideration paid or received by Substantial Shareholder/Unitholder (excluding brokerage and stamp duties):
The 13,917,157 units were issued at S$0.8273 per unit.
8. Circumstance giving rise to the interest or change in interest: Acquisition of:

D Securities via market transaction

D Securities via off-market transaction (e.g. married dea/s)

D Securities via physical settlement cf derivatives or other securities

D Securities pursuant te rights issue

D Securities via a placement

D Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

D Securities via market transaction

D Securities via off-market transaction (e.g. married dea/s)

Other circumstances:

D Acceptance cf take-over offer far the Listed lssuer

D Corporale action by the Listed lssuer which Substantial Shareholder/Unitholder did no!

participate in (please specify):

[2] Others (piease specify):

On 23 May 2014, Mapletree Greater China Commerciai Trust Management Ltd.(''Manager"),as manager cf
Mapletree Greater China Commerciai Trust ("Listed lssuer") announced the payment of base fee,
performance fee and property management fees by way ofthe issue of 13,917,157 new units to the Manager and Mapletree Greater China Property Management Limited ("MGCPM").

F0Rfv1 3![ VeiSIOn 2 0 ]IEffective Date [ 21 March 2014 J Page 5of7

9. Quantum of latal voting shares/units (including voting shareslunits underlying rights/optionsl warrantslconvertible debentures {conversion price known}) held by Substantial Shareholder/ Unitholder before and after the transaction:

No. of voting shares/units held and/or o

underlying the rights/options/warrants/

convertible debentures:

o

As a percentage of total no. of voting

shares/units: @

910,846,04l 910,846,04l

33.93 33.93

No. of voting shares/units held and/or o

underlying the rights/options/warrants/

convertible debentures:

o

As a percentage of total no. of voting

shares/units: 0

924,763,l98 924,763,l 98

34.27 34.27

1O. Circumstances giving rise lo deemed interests (ifthe interest is such):

[You may attach a chart in item 11 to illustrate how the Substantial Shareholder/Unitholder's deemed

interest arises]

Referto Appendix l.

11. Attachments (if any): t)

# (The total file size far al/ attachment(s) shou/d not exceed 1MB.)

12. lf this is a replacement of an earlier notification, please provide:

(a) SGXNet announcement reference of the firstnotification which was announced on

SGXNet (the "lnitia/ Announcement''):

l l l l l l l l l l l l l l l l l

(b) Date of the lnitial Announcement:

(c) 15-digit transaction reference number of the relevant transaction in the Form 3 which was attached in the lnitial Announcement:

l l l l l l l l l l l l l l l l

13. Remarks (if any):

The percentage of interest immediately beforethe Transaction is calculated on the basis of 2,684,275,047 issued voting units of Listed lssuer.

The percentage of interest immediately afterthe Transaction is calculated on the basis of 2,698,l 92,204 issued voting units of Listed lssuer.

Citigroup Global Markets Singapore Pte.Ltd., DBS Bank Ltd.,Goldman Sachs (Singapore) Pte.and The

Hongkong and Shanghai Banking Corporation Limited,Singapore Branch are the joint global coordinators,

FORf;i3/[ VeJSIOn 2 O ]/Effective Date [ 21 iv1arch 2014] Page G of 7

lunderwnters and Jssue managers ofthe Oftenng (collectJvely,the · oJnt Bookrunners").

Transaction Reference Number (auto-generated):

171 +161 +17H llslsl31slolol

/tem 14 is to be completed by an individua/ submitting this notification form on behalf of the Substantial

Shareholder!Unitholder.

14. Particulars of Individuai submitting this notification form to the Listed Jssuer: (a) Name of Individuai:

Christina Choc

(b) Designation (if applicab/e):

(c) Name of entity (if app/icab/e):

lremasek Holdings (Private) Limited

FORM 3/[ Vers1on 2 0 ]IEffectJVe Date [ 21 March 2014 J Page 7 of 7

Appendix 1
Temasek Holdings (Private) Limited (''Temasek") does not have any direct interest in the units o! the Listed lssuer.
However, Temasek is filing this notification form to report a change in deemed interest in the Listed lssuer !rom

33.93% to 34.27% due to the payment o!base fee, pertormance fee and property management fee by way o!

the issue o!13,917,157 new units to the Manager and MGCPM (the "Transaction").
The filing o!Temasek's deemed interest arises !rom the deemed interest held by SeaTown Holdings Pte. Ltd.

("SeaTown Holdings"), DBS Group Holdings Ltd ("DBSH") and Mapletree lnvestments Pte Ltd. ("MIPL").

(A) Temasek's deemed interest through Seatown Holdings
(i) SeaTown Holdings is the ultimate holding company o!SeaTown lnternational Pte.
Ltd. ("SeaTown lnternational") which manages a feeder tund (the "Feeder Fund")
and a master fund (the "Master Fund"). The Master Fund has a deemed interest in

0.16% of the units o!the Listed lssuer (the "SeaTown Units").

(ii) SeaTown Holdings is the ultimate holding company o! SeaTown GP Pte. Ltd. ("SeaTown GP"), the Generai Partner o!the Feeder Fund which in turn owns 100% o!the Master Fund.
(iii) Temasek indirectly owns 100% o! SeaTown Holdings, an independently managed
Temasek portfolio company.
(iv) Temasek indirectly owns 1 00% o! a limited partner of the Feeder Fund which is deemed to have an interest in the SeaTown Units pursuant to regulation 13(5) of the Securities and Futures (Disclosure o!lnterests) Regulations 2012.
(B) Temasek's deemed interest through DBSH
(i) DBS Bank Ltd. ("DBS Bank") has a direct interest in 1.18% o!units o!the Listed
lssuer.
(ii) DBS Bank is a wholly owned subsidiary o!DBSH.
(iii) Temasek has a more than 20% interest in DBSH, an independently managed
Temasek portfolio company.
(C) Temasek's deemed interest through MIPL
(i) Kent Assets Pte. Ltd. ("Kent Assets") has a direct interest in 26.63% o!the units o!
the Listed Jssuer.
(ii) Suffolk Assets Pte. Ltd. ("Suffolk Assets") has a direct interest in 4.93% o!the units o!the Listed lssuer. ,
(iii) MGCPM has a direct interest in 0.42% o!te units o!the Listed lssuer.
(iv) The Manager has a direct interest in 0.93% o!the units o!the Listed Jssuer.
(v) MIPL is the ultimate holding company o!Kent Assets, Suffolk Assets, MGCPM and the Manager.
(vi) Temasek indirectly owns 100% o! MIPL, an independently managed Temasek
portfolio company.
Total deemed interest o!Temasek alter the Transaction

0.16%

1.18%

32.91%

34.27%

========
Seatown Holdings, DBSH and MIPL are independently managed Temasek portfolio companies. Temasek is not involved in their business or operating decisions, including those regarding their positions in the units o!the Listed Jssuer.
1

distributed by