THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE.
If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all of your units in Prosperity REIT, you should at once hand this Circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The Securities and Futures Commission of Hong Kong, Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular.
Prosperity Real Estate Investment Trust
(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: 808)
Managed by
ARA Asset Management (Prosperity) Limited
CIRCULAR TO UNITHOLDERS IN RELATION TO
(1) EXTENSION OF CONTINUING CONNECTED PARTY TRANSACTION WAIVER
AND PROPOSED NEW ANNUAL CAPS FOR
CERTAIN CONTINUING CONNECTED PARTY TRANSACTIONS;
(2) CONTINUAL SERVICE OF
RELEVANT INDEPENDENT NON-EXECUTIVE DIRECTORS;
(3)PROPOSED GRANT OF GENERAL MANDATE TO BUY BACK UNITS;
AND
(4)NOTICE OF ANNUAL GENERAL MEETING
Independent Financial Adviser to the Independent Board Committee of
the REIT Manager, the Independent Unitholders and the Trustee
A letter to the Unitholders is set out on pages 7 to 24 of this Circular.
A notice convening the AGM to be held at 2 : 30 p.m. on Friday, 17 May 2019 at Exhibition Venue A on Level 7, Fortune Metropolis, 6 The Metropolis Drive, Hunghom, Kowloon, Hong Kong is set out on pages N-1 to N-4 of this Circular. Whether or not you are able to attend and vote at the AGM in person, please complete and return the accompanying form of proxy to the Unit Registrar of Prosperity REIT, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
10 April 2019
TABLE OF CONTENTS
Page | ||
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 | |
LETTERS TO UNITHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
1. | INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
2. | 2019 WAIVER EXTENSION AND NEW ANNUAL CAPS . . . . . . . . . . . . . . | 8 |
3. | CONTINUAL SERVICE OF RELEVANT INDEPENDENT | |
NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 17 |
4.PROPOSED GRANT OF GENERAL MANDATE TO
BUY BACK UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . 18 | |
5. | VOTING AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . 19 |
6. | RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . 20 |
7. | RESPONSIBILITY STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . 23 |
8. | ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | . 24 |
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . | IBC-1 | |
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . | IFA-1 | |
APPENDIX I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AI-1 | |
APPENDIX II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AII-1 | |
APPENDIX III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AIII-1 | |
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
- i -
CORPORATE INFORMATION
Prosperity REIT | Prosperity Real Estate Investment Trust, a collective investment |
scheme constituted as a unit trust and authorised under section | |
104 of the SFO subject to applicable conditions from time to | |
time. | |
REIT Manager | ARA Asset Management (Prosperity) Limited |
(in its capacity as manager of Prosperity REIT) | |
Unit 901, Level 9, Fortune Metropolis | |
6 The Metropolis Drive | |
Hunghom, Kowloon | |
Hong Kong | |
Directors of the REIT | Non-executive Directors |
Manager | Dr. Chiu Kwok Hung, Justin (Chairman) |
Mr. Lim Hwee Chiang | |
Mr. Ma Lai Chee, Gerald | |
Executive Director | |
Ms. Wong Lai Hung | |
Independent Non-executive Directors | |
Dr. Lan Hong Tsung, David | |
Mrs. Sng Sow-Mei (alias Poon Sow Mei) | |
Mr. Wong Kwai Lam | |
Trustee | HSBC Institutional Trust Services (Asia) Limited |
(in its capacity as trustee of Prosperity REIT) | |
1 Queen's Road Central | |
Hong Kong | |
Unit Registrar | Computershare Hong Kong Investor Services Limited |
17M Floor, Hopewell Centre | |
183 Queen's Road East, Wanchai | |
Hong Kong | |
Legal Advisers to the | Baker & McKenzie |
REIT Manager | 14th Floor, One Taikoo Place |
979 King's Road | |
Quarry Bay | |
Hong Kong | |
Independent Financial | Ballas Capital Limited |
Adviser to the | Unit 1802, 18/F |
Independent Board | 1 Duddell Street, Central |
Committee, the | Hong Kong |
Independent | |
Unitholders and the | |
Trustee |
- 1 -
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated. Also, where terms are defined and used in only one section of this document, these defined terms are not included in the table below:
2016 EGM | The extraordinary general meeting of Unitholders held on 6 May |
2016. | |
2016 Extended Waiver | The waiver granted by the SFC on 6 May 2016 as more fully |
described in the circular dated 5 April 2016 issued by the REIT | |
Manager to the Unitholders. | |
2019 Extended Waiver | Has the meaning ascribed to it in section 2.3 of this Circular |
headed ''Extension of the 2016 Extended Waiver''. | |
2019 Waiver Extension | Has the meaning ascribed to it in section 2.3 of this Circular |
headed ''Extension of the 2016 Extended Waiver''. | |
AGM | The annual general meeting of Unitholders to be convened on |
Friday, 17 May 2019 at 2 : 30 p.m. at Exhibition Venue A on | |
Level 7, Fortune Metropolis, 6 The Metropolis Drive, Hunghom, | |
Kowloon, Hong Kong. | |
AGM Notice | The notice included in this Circular in respect of the AGM to |
consider and, if thought fit, approve the resolutions to be | |
proposed at the AGM. | |
Articles of Association | The articles of association of the REIT Manager. |
Audit Committee | The audit committee of the REIT Manager. |
Board | The board of directors of the REIT Manager. |
Buy-back Mandate | The general mandate authorising the buy-back by Prosperity |
REIT of up to 10% of the Units in issue at the date of passing the | |
Ordinary Resolution to approve the Buy-back Mandate on the | |
Hong Kong Stock Exchange, as more fully described in this | |
Circular. | |
CK Asset | CK Asset Holdings Limited (formerly known as Cheung Kong |
Property Holdings Limited), a company incorporated in the | |
Cayman Islands with limited liability, whose shares are listed on | |
the Main Board of the Hong Kong Stock Exchange (Stock Code: | |
1113). |
- 2 -
DEFINITIONS
CK Asset Connected | CK Asset and any person who is connected to CK Asset as |
Persons Group | described in paragraphs 8.1(e), (f) or (g) of the REIT Code, |
including: (i) any director, senior executive or officer of CK | |
Asset; (ii) any associate (as defined in the REIT Code) of CK | |
Asset or of any director, senior executive or officer of CK Asset; | |
and (iii) any controlling entity, holding company, subsidiary or | |
associated company (as defined in the REIT Code) of CK Asset. | |
CK Asset Connected | Has the meaning ascribed to it in section 2.3 of this Circular |
Persons Group | headed ''Extension of the 2016 Extended Waiver''. |
Leases/Licences | |
Compliance Manual | The compliance manual of the REIT Manager. |
Connected Person | Has the meaning ascribed to it in the REIT Code. |
Continuing Connected | The continuing connected party transactions between the |
Party Transactions | Prosperity REIT Group on one part and the CK Asset |
Connected Persons Group and/or the Manager Group on the | |
other part, the details of which are set out in this Circular. | |
Designated (Finance) | The designated (finance) committee of the REIT Manager. |
Committee | |
Directors | The directors of the REIT Manager. |
Disclosures Committee | The disclosures committee of the REIT Manager. |
Existing Properties | The seven properties held by Prosperity REIT as at the Latest |
Practicable Date, as described in the annual report of Prosperity | |
REIT for the year ended 31 December 2018. | |
Hong Kong | The Hong Kong Special Administrative Region of the People's |
Republic of China. | |
Hong Kong Stock | The Stock Exchange of Hong Kong Limited. |
Exchange | |
Independent Board | The independent committee of the Board established to advise |
Committee | the Independent Unitholders on the 2019 Waiver Extension and |
the New Annual Caps, comprising Dr. Lan Hong Tsung, David, | |
Mrs. Sng Sow-Mei (alias Poon Sow Mei) and Mr. Wong Kwai | |
Lam, being all three of the INEDs. |
- 3 -
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Prosperity REIT published this content on 09 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 09 April 2019 09:22:03 UTC