Spring REIT

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Disclosure of Interests

Under the Trust Deed and by virtue of the deemed application of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ( "SFO"), any person who has an interest in 5% or more of the units of Spring REIT has a duty to notify the Hong Kong Stock Exchange and the REIT Manager of such interest and, if applicable, his short positions and any changes in the nature of such interests and short positions in accordance with the requirements of the SFO.

How to make the notification

The forms for notification of interests in Units in Spring REIT are the standard forms prescribed by the Securities and Futures Commission ("SFC") for the purposes of Part XV of the SFO. Investors in Units of Spring REIT may obtain the standard forms for notifications from the website of Hong Kong Exchanges and Clearing Limited ("HKEX") at www.hkex.com.hk. The website of HKEX also contains directions and instructions for completion of the standard forms for notifications. Unitholders and investors are advised to consult their professional advisers on how to complete the forms for notifications. References in the forms, directions and instructions to shares in the listed corporation should, where the context so admits, be read as references to Units in Spring REIT.

Please note that the REIT Manager is not in a position to advise you on how to fill in the notification forms or answer queries on individual cases. Unitholders and investors are advised to consult their professional advisers on their obligations in relation to reporting their interests and short positions in Spring REIT.

How to submit the forms for notification to the REIT Manager

In addition to submitting notifications to HKEX, investors should submit the duly completed forms for notifications to the Compliance Manager of the REIT Manager, by fax (fax no.: (852) 3100 0320) or by e-mail (di@springreit.com). Investor(s) will receive a confirmation from the REIT Manager after the notification has been properly received.

Notifications received by the REIT Manager

The notifications pursuant to the Trust Deed with respect to interests in Units in Spring REIT received by the REIT Manager have been or will be published on the website of HKEX. Please refer to the "Disclosure of Interests" section of the HKEX news website of the HKEX at www.hkexnews.hk.

Important

Certain information contained in notifications with respect to interests in Units in Spring REIT has been and will be published by the HKEX on the “Disclosure of Interests” page of the HKEX news website as mentioned above. the REIT Manager takes no responsibility for the contents of any such notifications or the information so published or made accessible, makes no representation as to their accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon such notifications or information published, made accessible or to be published and/or made accessible on such website.

Under the Trust Deed, if a person who has a duty of disclosure under the Trust Deed fails to make notification in accordance with the provisions of the Trust Deed, irrespective of whether that person is a Unitholder or not, the Units in which that person is (or is deemed to be) interested in (the “Affected Units”) shall be subject to any or all of the following actions which: (a) if the person interested in the Affected Units is a person other than the REIT Manager, the REIT Manager; or (b) if the person interested in the Affected Units is the REIT Manager, the Trustee, may, in its absolute discretion, take in respect of any or all of the Affected Units:

  • declare that the voting rights attached to any or all of the Affected Units to be suspended (and, upon such declaration, such voting rights shall be suspended for all purposes in connection with Spring REIT);
  • suspend the payment of any distributions in respect of any or all of the Affected Units (and, upon such suspension, any such distributions shall be retained in a trust account in the name of: (i) (where the person interested in the Affected Units is a person other than the REIT Manager) the REIT Manager; or (ii) (where the person interested in the Affected Units is the REIT Manager) the Trustee, pending the application of such distributions);
  • impose an administrative fee of up to HK$0.10 per Affected Unit for each day of noncompliance from the date on which disclosure is due to be made by the person; and/or
  • suspend registration and/or decline to register any transfer of part or all of the Affected Units,

until the relevant notification requirements are fully complied with to the satisfaction of the REIT Manager or the Trustee, as the case may be.

Each Unitholder and all persons claiming through or under him expressly acknowledge and agree to the grant of the rights and powers set out above to the REIT Manager and the Trustee and agree to be bound by any action taken by the REIT Manager or the Trustee (as the may be) pursuant to the provisions of the Trust Deed in good faith.