The only China retail property trust providing direct ...dasintrust.listedcompany.com/misc/Dasin-Prospectus_13Jan17.pdf · Dasin Retail Trust Management Pte. Ltd. (Registration No

Dasin Retail Trust Management Pte. Ltd. (Registration No. 201531845N), as the trustee-manager of Dasin Retail Trust (the “Trustee-Manager”) is making an offering (the “Offering”) of 151,768,900 units representing undivided interests in Dasin Retail Trust (the “Units”) at the Offering Price (as defined herein). The Offering consists of (i) an international placement to investors, including institutional and other investors in Singapore (the “Placement Tranche”) and (ii) an offering to the public in Singapore (the “Public Offer”). Zhongshan Dasin Real Estate Co., Ltd. (中山市大信置業有限公司) is the sponsor of Dasin Retail Trust (the “Sponsor”).The issue price of each Unit under the Offering is S$0.80 per Unit (the “Offering Price”). The sole financial adviser, global coordinator and issue manager for the Offering is DBS Bank Ltd. (the “Sole Financial Adviser, Global Coordinator and Issue Manager”). DBS Bank Ltd., Bank of China Limited, Singapore Branch, and Haitong International Securities (Singapore) Pte. Ltd. are the joint bookrunners and underwriters for the Offering (the “Joint Bookrunners and Underwriters”). The Offering is fully underwritten at the Offering Price by the Joint Bookrunners and Underwriters on the terms and subject to the conditions of the Underwriting Agreement (as defined herein).Immediately prior to the date of this Prospectus, Aqua Wealth Holdings Limited (“Aqua Wealth”), a wholly-owned subsidiary of the Zhang Family Trust (as defined herein), holds 337,642,752 Units (the “Aqua Wealth Units”) and Bounty Way Investments Limited (“Bounty Way”), an indirect wholly-owned subsidiary of Sino-Ocean Group Holding Limited (formerly known as “Sino-Ocean Land Holdings Limited”) (“Sino-Ocean”), holds 28,944,679 Units (the “Sino-Ocean Units”).Concurrently with, but separate from, the Offering, each of the Cornerstone Investors (as defined herein) has entered into cornerstone subscription agreements (collectively, the “Cornerstone Subscription Agreements”) with the Trustee-Manager to subscribe for an aggregate of 31,250,000 Units (the “Cornerstone Units”) at the Offering Price, conditional upon, among other things, the Underwriting Agreement having been entered into, and not having been terminated pursuant to its terms on or prior to the Settlement Date (as defined herein). The Cornerstone Units have been offered and sold to the Cornerstone Investors in transactions exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).No Units shall be allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Authority (as defined herein). Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore (“IPO”). An application has been made to Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST the (i) Aqua Wealth Units, (ii) Sino-Ocean Units, (iii) Units comprised in the Offering, (iv) Cornerstone Units and (v) Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees. Such permission will be granted when Dasin Retail Trust has been admitted to the Official List of the SGX-ST (the “Listing Date”). Acceptance of applications for Units will be conditional upon issuance of the Units and upon permission for the quotation and listing of the Units being granted. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager or the Joint Bookrunners and Underwriters.

Each of Aqua Wealth and Bounty Way has provided a Distribution Waiver Undertaking (as defined herein) pursuant to which each of Aqua Wealth and Bounty Way has agreed to waive a portion of its entitlement to distributions from Dasin Retail Trust over a period of approximately five years, commencing from the Listing Date (the “Distribution Waiver Period”) to 31 December 2021. Upon expiry of the Distribution Waiver Undertakings following the end of the Distribution Waiver Period, the distribution per Unit (“DPU”) to Unitholders may be reduced as Dasin Retail Trust may not be able to generate a level of income for distribution to the Unitholders that is commensurate with the levels attained with the support of Aqua Wealth and Bounty Way under the Distribution Waiver Undertakings.The DPU and the distribution yield for the Initial Portfolio (as defined herein) (including the Distribution Waiver (as defined herein)) is S$0.0581 and 7.3% respectively for the period from 1 January 2017 to 31 December 2017 (both days inclusive) (“Forecast Year 2017”) based on the Offering Price and S$0.0610 and 7.6% respectively for the period from 1 January 2018 to 31 December 2018 (both days inclusive) (“Projection Year 2018”) based on the Offering Price. The DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) is S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the compensation under the Shiqi Framework Agreement (see “Business and Properties – Overview – Acquisition of Shiqi Metro Mall and the Shiqi Rental Management Company” of this Prospectus for further details on the compensation), the foregoing DPU and distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) for Forecast Year 2017 and Projection Year 2018 may not materialise. Had the Distribution Waiver not been in place, the DPU and the distribution yield for the Initial Portfolio would be S$0.0262 and 3.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0319 and 4.0% respectively for the Projection Year 2018 based on the Offering Price and the DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall would be S$0.0307 and 3.8% respectively for Forecast Year 2017 based on the Offering Price and S$0.0378 and 4.7% respectively for Projection Year 2018 based on the Offering Price. In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the compensation under the Shiqi Framework Agreement, the foregoing DPU and distribution yield for the Initial Portfolio and Shiqi Metro Mall for Forecast Year 2017 and Projection Year 2018 may not materialise. Upon expiry of the Distribution Waiver Undertakings following the end of the Distribution Waiver Period, the DPU to Unitholders may be reduced. See “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – The DPU to Unitholders may be reduced after the end of the Distribution Waiver Period.” of this Prospectus for further details.

PROSPECTUS DATED 13 JANUARY 2017 (Registered by the Monetary Authority of Singapore on 13 January 2017)

(a business trust constituted on 15 January 2016 under the laws of the Republic of Singapore)

The only China retail property trust providing direct exposure to the

Pearl River Delta Region

Offering of 151,768,900 units representing undivided interests in Dasin Retail Trust (subject to the Over-Allotment Option)

Offering Price:

S$0.80per Unit

8.5%(1)

Distribution Yield for Forecast Year 2017

DA

SIN

RE

TAIL TR

US

TDISTRIBUTION YIELD GROWTH

DEFENSIVE PORTFOLIO WITH ROBUST GROWTH POTENTIAL

Forecast Year 2017(including Shiqi Metro Mall)

Projection Year 2018(including Shiqi Metro Mall)

Distribution yeld contribution from the Distribution Waiver

Distribution yield without the Distribution Waiver

4.7%

8.5%9.0%

3.8%

4.3%

4.7%

The only China retail property trust providing direct exposure to the fast-growing Pearl River Delta region.

Dasin Retail Trust’s principal investment mandate is to invest in, own or develop land, uncompleted developments and income-producing real estate in Greater China (comprising PRC, Hong Kong and Macau), used primarily for retail purposes, as well as real estate-related assets, with an initial focus on retail malls.

ABOUT

DASIN RETAIL TRUST

Sole Financial Adviser, Global Coordinator and Issue Manager

Joint Bookrunners and Underwriters

Sponsor

• Located in Zhongshan City - the heart of the fast-growing Pearl River Delta region

DISTRIBUTION POLICY• To distribute 100.0% of Distributable Income to

Unitholders for Forecast Year 2017 and Projection Year 2018

• To distribute at least 90.0% of Dasin Retail Trust’s Distributable Income to Unitholders in respect of FY2019 and onwards

Organic and

Acquisition

al Growth

Growth -6%

1 To be acquired by 30 June 2017 2 As at 30 June 20163 Based on the average of the two independent valuations by Savills Valuation and Professional Services Limited (“Savills”) and Colliers International (Hong Kong) Ltd (“Colliers”) as at 30 June 20164 Translations of RMB to S$ are based on an indicative exchange rate of S$1.00 : RMB 4.83

IPOPORTFOLIO

AFTER ACQUIRING

SHIQI METRO MALL IN 20171

Dasin E-Colour Ocean Metro Mall

Xiaolan Metro Mall

RMB 4.6 billion3

(approx. S$944.7 million)4 aggregate value

RMB 7.4 billion3

(approx. S$1.5 billion)4 aggregate value

314,885sq m2

GFA

434,567sq m2

GFA

99.2%2 Occupancy

99.0%2 Occupancy

3 retail properties

4 retail properties

8.4 years2weighted average

lease expiry(by net lettable area)



Zhongshan Dasin Metro-Mall Merchant Investment Co., Ltd. (中山市大信新都匯商業投資有限公司) (“Dasin Merchant Investment”), has entered into separate master lease agreements with Xiaolan Xinduhui and Yicai Xinduhui (both as defined herein) for certain units on the first floor and third floor of Xiaolan Metro Mall and certain units on the fourth, eighth and ninth floors as well as the entire seventh floor of Dasin E-Colour. The tenures of the Xiaolan Master Lease Agreement and the Dasin E-Colour Master Lease Agreements (each as defined herein and collectively, the “Master Lease Agreements”) are 10 years and three years respectively, and the Sponsor has on 26 December 2016 provided an indemnity to guarantee the obligations of Dasin Merchant Investment under the Master Lease Agreements. Based on the assumptions set out in the Prospectus, the DPU and distribution yield for the Initial Portfolio (including the Distribution Waiver) is S$0.0581 and 7.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0610 and 7.6% respectively for Projection Year 2018 based on the Offering Price. The DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) is S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. In the absence of the Xiaolan Master Lease Agreement and the Dasin E-Colour Master Lease Agreements, the DPU and distribution yield of the Initial Portfolio (including the Distribution Waiver) would be S$0.0581 and 7.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0610 and 7.6% respectively for Projection Year 2018 based on the Offering Price, and the DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) would be S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. Upon the expiry or termination of the master leases, the Properties may not be able to generate a level of rental income which is comparable to the rental payable under the master leases. See “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – Dasin Merchant Investment, as master lessee of certain retail space in Xiaolan Metro Mall, may not renew the Xiaolan Master Lease Agreement or may terminate the master lease agreement before its expiry.” and “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – The leases of the retail units in Dasin E-Colour leased by Interested Persons of the Dasin Retail Trust Group (as defined herein), which constitute in aggregate 50.8% of the total NLA of Dasin E-Colour, may be terminated before their expiry or may not be renewed.” of this Prospectus for further details.

Dasin Retail Trust has received a letter of eligibility from the SGX-ST for the listing and quotation on the Main Board of the SGX-ST of the (i) Aqua Wealth Units, (ii) Sino-Ocean Units, (iii) Units comprised in the Offering, (iv) Cornerstone Units and (v) Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees. Dasin Retail Trust’s eligibility to list on the Main Board of the SGX-ST is not to be taken as an indication of the merits of the Offering, Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager, the Joint Bookrunners and Underwriters or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Dasin Retail Trust, the Trustee-Manager or the Units.Dasin Retail Trust is a business trust (Registration Number: 2017001) registered under the Business Trusts Act, Chapter 31A of Singapore (the “Business Trusts Act” or “BTA”). A copy of this Prospectus has been lodged on 28 December 2016 with and registered on 13 January 2017 by the Monetary Authority of Singapore (the “Authority” or the “MAS”). The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units being offered for investment. This Prospectus will expire on 13 January 2018 (12 months after the date of the registration of this Prospectus).See “Risk Factors” commencing on page 88 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager and the Joint Bookrunners and Underwriters guarantees the performance of Dasin Retail Trust, the repayment of capital or the payment of a particular return on the Units.In connection with the Offering, the Joint Bookrunners and Underwriters have been granted an over-allotment option (the “Over-Allotment Option”) by each of Aqua Wealth and Bounty Way (the “Unit Lenders”), exercisable by DBS Bank Ltd. (the “Stabilising Manager”) (or any of its affiliates or other persons acting on behalf of the Stabilising Manager), at its sole discretion, in full or in part, on one or more occasions, only from the Listing Date but no later than the earliest of (i) the date falling 30 days from the Listing Date; or (ii) the date when the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 9,343,300 Units, representing approximately 6.2% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 9,343,300 Units (representing approximately 6.2% of the total number of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Option will not increase the total number of Units outstanding. In connection with the Offering, the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) may, at its sole discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations. Nothing in this Prospectus constitutes an offer of Units for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the Securities Act or the securities law of any state of the United States and, accordingly, may not be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined and in reliance on Regulation S under the Securities Act (“Regulation S”).

(1) Based on the Offering Price and the accompanying assumptions in the Prospectus. In the absence of the Distribution Waiver, the distribution yield for the Initial Portfolio and Shiqi Metro Mall would be 3.8% for Forecast Year 2017 and the distribution yield for the Initial Portfolio would be 3.3% for Forecast Year 2017. Such yield will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price and such yield is not guaranteed.

Dasin Retail Trust Management Pte. Ltd. (Registration No. 201531845N), as the trustee-manager of Dasin Retail Trust (the “Trustee-Manager”) is making an offering (the “Offering”) of 151,768,900 units representing undivided interests in Dasin Retail Trust (the “Units”) at the Offering Price (as defined herein). The Offering consists of (i) an international placement to investors, including institutional and other investors in Singapore (the “Placement Tranche”) and (ii) an offering to the public in Singapore (the “Public Offer”). Zhongshan Dasin Real Estate Co., Ltd. (中山市大信置業有限公司) is the sponsor of Dasin Retail Trust (the “Sponsor”).The issue price of each Unit under the Offering is S$0.80 per Unit (the “Offering Price”). The sole financial adviser, global coordinator and issue manager for the Offering is DBS Bank Ltd. (the “Sole Financial Adviser, Global Coordinator and Issue Manager”). DBS Bank Ltd., Bank of China Limited, Singapore Branch, and Haitong International Securities (Singapore) Pte. Ltd. are the joint bookrunners and underwriters for the Offering (the “Joint Bookrunners and Underwriters”). The Offering is fully underwritten at the Offering Price by the Joint Bookrunners and Underwriters on the terms and subject to the conditions of the Underwriting Agreement (as defined herein).Immediately prior to the date of this Prospectus, Aqua Wealth Holdings Limited (“Aqua Wealth”), a wholly-owned subsidiary of the Zhang Family Trust (as defined herein), holds 337,642,752 Units (the “Aqua Wealth Units”) and Bounty Way Investments Limited (“Bounty Way”), an indirect wholly-owned subsidiary of Sino-Ocean Group Holding Limited (formerly known as “Sino-Ocean Land Holdings Limited”) (“Sino-Ocean”), holds 28,944,679 Units (the “Sino-Ocean Units”).Concurrently with, but separate from, the Offering, each of the Cornerstone Investors (as defined herein) has entered into cornerstone subscription agreements (collectively, the “Cornerstone Subscription Agreements”) with the Trustee-Manager to subscribe for an aggregate of 31,250,000 Units (the “Cornerstone Units”) at the Offering Price, conditional upon, among other things, the Underwriting Agreement having been entered into, and not having been terminated pursuant to its terms on or prior to the Settlement Date (as defined herein). The Cornerstone Units have been offered and sold to the Cornerstone Investors in transactions exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).No Units shall be allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Authority (as defined herein). Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore (“IPO”). An application has been made to Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST the (i) Aqua Wealth Units, (ii) Sino-Ocean Units, (iii) Units comprised in the Offering, (iv) Cornerstone Units and (v) Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees. Such permission will be granted when Dasin Retail Trust has been admitted to the Official List of the SGX-ST (the “Listing Date”). Acceptance of applications for Units will be conditional upon issuance of the Units and upon permission for the quotation and listing of the Units being granted. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager or the Joint Bookrunners and Underwriters.

Each of Aqua Wealth and Bounty Way has provided a Distribution Waiver Undertaking (as defined herein) pursuant to which each of Aqua Wealth and Bounty Way has agreed to waive a portion of its entitlement to distributions from Dasin Retail Trust over a period of approximately five years, commencing from the Listing Date (the “Distribution Waiver Period”) to 31 December 2021. Upon expiry of the Distribution Waiver Undertakings following the end of the Distribution Waiver Period, the distribution per Unit (“DPU”) to Unitholders may be reduced as Dasin Retail Trust may not be able to generate a level of income for distribution to the Unitholders that is commensurate with the levels attained with the support of Aqua Wealth and Bounty Way under the Distribution Waiver Undertakings.The DPU and the distribution yield for the Initial Portfolio (as defined herein) (including the Distribution Waiver (as defined herein)) is S$0.0581 and 7.3% respectively for the period from 1 January 2017 to 31 December 2017 (both days inclusive) (“Forecast Year 2017”) based on the Offering Price and S$0.0610 and 7.6% respectively for the period from 1 January 2018 to 31 December 2018 (both days inclusive) (“Projection Year 2018”) based on the Offering Price. The DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) is S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the compensation under the Shiqi Framework Agreement (see “Business and Properties – Overview – Acquisition of Shiqi Metro Mall and the Shiqi Rental Management Company” of this Prospectus for further details on the compensation), the foregoing DPU and distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) for Forecast Year 2017 and Projection Year 2018 may not materialise. Had the Distribution Waiver not been in place, the DPU and the distribution yield for the Initial Portfolio would be S$0.0262 and 3.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0319 and 4.0% respectively for the Projection Year 2018 based on the Offering Price and the DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall would be S$0.0307 and 3.8% respectively for Forecast Year 2017 based on the Offering Price and S$0.0378 and 4.7% respectively for Projection Year 2018 based on the Offering Price. In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the compensation under the Shiqi Framework Agreement, the foregoing DPU and distribution yield for the Initial Portfolio and Shiqi Metro Mall for Forecast Year 2017 and Projection Year 2018 may not materialise. Upon expiry of the Distribution Waiver Undertakings following the end of the Distribution Waiver Period, the DPU to Unitholders may be reduced. See “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – The DPU to Unitholders may be reduced after the end of the Distribution Waiver Period.” of this Prospectus for further details.

PROSPECTUS DATED 13 JANUARY 2017 (Registered by the Monetary Authority of Singapore on 13 January 2017)

(a business trust constituted on 15 January 2016 under the laws of the Republic of Singapore)

The only China retail property trust providing direct exposure to the

Pearl River Delta Region

Offering of 151,768,900 units representing undivided interests in Dasin Retail Trust (subject to the Over-Allotment Option)

Offering Price:

S$0.80per Unit

8.5%(1)

Distribution Yield for Forecast Year 2017

DA

SIN

RE

TAIL TR

US

T

DISTRIBUTION YIELD GROWTH

DEFENSIVE PORTFOLIO WITH ROBUST GROWTH POTENTIAL

Forecast Year 2017(including Shiqi Metro Mall)

Projection Year 2018(including Shiqi Metro Mall)

Distribution yeld contribution from the Distribution Waiver

Distribution yield without the Distribution Waiver

4.7%

8.5%9.0%

3.8%

4.3%

4.7%

The only China retail property trust providing direct exposure to the fast-growing Pearl River Delta region.

Dasin Retail Trust’s principal investment mandate is to invest in, own or develop land, uncompleted developments and income-producing real estate in Greater China (comprising PRC, Hong Kong and Macau), used primarily for retail purposes, as well as real estate-related assets, with an initial focus on retail malls.

ABOUT

DASIN RETAIL TRUST

Sole Financial Adviser, Global Coordinator and Issue Manager

Joint Bookrunners and Underwriters

Sponsor

• Located in Zhongshan City - the heart of the fast-growing Pearl River Delta region

DISTRIBUTION POLICY• To distribute 100.0% of Distributable Income to

Unitholders for Forecast Year 2017 and Projection Year 2018

• To distribute at least 90.0% of Dasin Retail Trust’s Distributable Income to Unitholders in respect of FY2019 and onwards

Organic and

Acquisition

al Growth

Growth -6%

1 To be acquired by 30 June 2017 2 As at 30 June 20163 Based on the average of the two independent valuations by Savills Valuation and Professional Services Limited (“Savills”) and Colliers International (Hong Kong) Ltd (“Colliers”) as at 30 June 20164 Translations of RMB to S$ are based on an indicative exchange rate of S$1.00 : RMB 4.83

IPOPORTFOLIO

AFTER ACQUIRING

SHIQI METRO MALL IN 20171

Dasin E-Colour Ocean Metro Mall

Xiaolan Metro Mall

RMB 4.6 billion3

(approx. S$944.7 million)4 aggregate value

RMB 7.4 billion3

(approx. S$1.5 billion)4 aggregate value

314,885sq m2

GFA

434,567sq m2

GFA

99.2%2 Occupancy

99.0%2 Occupancy

3 retail properties

4 retail properties





Zhongshan Dasin Metro-Mall Merchant Investment Co., Ltd. (中山市大信新都匯商業投資有限公司) (“Dasin Merchant Investment”), has entered into separate master lease agreements with Xiaolan Xinduhui and Yicai Xinduhui (both as defined herein) for certain units on the first floor and third floor of Xiaolan Metro Mall and certain units on the fourth, eighth and ninth floors as well as the entire seventh floor of Dasin E-Colour. The tenures of the Xiaolan Master Lease Agreement and the Dasin E-Colour Master Lease Agreements (each as defined herein and collectively, the “Master Lease Agreements”) are 10 years and three years respectively, and the Sponsor has on 26 December 2016 provided an indemnity to guarantee the obligations of Dasin Merchant Investment under the Master Lease Agreements. Based on the assumptions set out in the Prospectus, the DPU and distribution yield for the Initial Portfolio (including the Distribution Waiver) is S$0.0581 and 7.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0610 and 7.6% respectively for Projection Year 2018 based on the Offering Price. The DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) is S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. In the absence of the Xiaolan Master Lease Agreement and the Dasin E-Colour Master Lease Agreements, the DPU and distribution yield of the Initial Portfolio (including the Distribution Waiver) would be S$0.0581 and 7.3% respectively for Forecast Year 2017 based on the Offering Price and S$0.0610 and 7.6% respectively for Projection Year 2018 based on the Offering Price, and the DPU and the distribution yield for the Initial Portfolio and Shiqi Metro Mall (including the Distribution Waiver) would be S$0.0680 and 8.5% respectively for Forecast Year 2017 based on the Offering Price and S$0.0720 and 9.0% respectively for Projection Year 2018 based on the Offering Price. Upon the expiry or termination of the master leases, the Properties may not be able to generate a level of rental income which is comparable to the rental payable under the master leases. See “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – Dasin Merchant Investment, as master lessee of certain retail space in Xiaolan Metro Mall, may not renew the Xiaolan Master Lease Agreement or may terminate the master lease agreement before its expiry.” and “Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – The leases of the retail units in Dasin E-Colour leased by Interested Persons of the Dasin Retail Trust Group (as defined herein), which constitute in aggregate 50.8% of the total NLA of Dasin E-Colour, may be terminated before their expiry or may not be renewed.” of this Prospectus for further details.

Dasin Retail Trust has received a letter of eligibility from the SGX-ST for the listing and quotation on the Main Board of the SGX-ST of the (i) Aqua Wealth Units, (ii) Sino-Ocean Units, (iii) Units comprised in the Offering, (iv) Cornerstone Units and (v) Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Manager’s fees. Dasin Retail Trust’s eligibility to list on the Main Board of the SGX-ST is not to be taken as an indication of the merits of the Offering, Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager, the Joint Bookrunners and Underwriters or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Dasin Retail Trust, the Trustee-Manager or the Units.Dasin Retail Trust is a business trust (Registration Number: 2017001) registered under the Business Trusts Act, Chapter 31A of Singapore (the “Business Trusts Act” or “BTA”). A copy of this Prospectus has been lodged on 28 December 2016 with and registered on 13 January 2017 by the Monetary Authority of Singapore (the “Authority” or the “MAS”). The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units being offered for investment. This Prospectus will expire on 13 January 2018 (12 months after the date of the registration of this Prospectus).See “Risk Factors” commencing on page 88 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager and the Joint Bookrunners and Underwriters guarantees the performance of Dasin Retail Trust, the repayment of capital or the payment of a particular return on the Units.In connection with the Offering, the Joint Bookrunners and Underwriters have been granted an over-allotment option (the “Over-Allotment Option”) by each of Aqua Wealth and Bounty Way (the “Unit Lenders”), exercisable by DBS Bank Ltd. (the “Stabilising Manager”) (or any of its affiliates or other persons acting on behalf of the Stabilising Manager), at its sole discretion, in full or in part, on one or more occasions, only from the Listing Date but no later than the earliest of (i) the date falling 30 days from the Listing Date; or (ii) the date when the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 9,343,300 Units, representing approximately 6.2% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 9,343,300 Units (representing approximately 6.2% of the total number of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Option will not increase the total number of Units outstanding. In connection with the Offering, the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) may, at its sole discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations. Nothing in this Prospectus constitutes an offer of Units for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the Securities Act or the securities law of any state of the United States and, accordingly, may not be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined and in reliance on Regulation S under the Securities Act (“Regulation S”).

(1) Based on the Offering Price and the accompanying assumptions in the Prospectus. In the absence of the Distribution Waiver, the distribution yield for the Initial Portfolio and Shiqi Metro Mall would be 3.8% for Forecast Year 2017 and the distribution yield for the Initial Portfolio would be 3.3% for Forecast Year 2017. Such yield will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price and such yield is not guaranteed.

MACAU

DASIN MACAUFINANCIAL CENTRE

DASIN JINLIDAGARDEN MALL

KEY INVESTMENT HIGHLIGHTS

EFENSIVE ASSET PORTFOLIO

• Offers cash flow stability and strong growth potential- Good mix of properties each at different stages of

their life-cycles

- Diversified tenant portfolio

- Moderately long weighted average lease expiry (by net lettable area)

PONSOR’S INTEGRATED PLATFORM

• Zhongshan Dasin Real Estate Co., Ltd. (the “Sponsor”), is one of the top real estate developers in Zhongshan

• Leverage on the Sponsor’s strong track record, execution experience and strategic partnerships- Strong reputation for its strength in commercial real

estate development and award-winning brand of malls, Dasin Metro Malls (大信新都汇)

- Leading developer of good-grade completed retail properties5 in Zhongshan by GFA; market share by GFA6 of approximately 37.2%

- Winner of multiple national-level awards, including “China’s Top 10 Commercial Real Estate Development Companies” from 2012 to 2016

• Sound mall operations strategies - Online to offline commerce business model through

Dasin Pass platform adds value to customers and tenants

- Diversified portfolio of small tenants to expand offering and command higher rental yields

NBUILT POTENTIAL FOR GROWTH

WITH STRONG PIPELINE

• Extensive right of first refusal (“ROFR”) pipeline spanning Zhongshan, Zhuhai and Macau- Option to acquire Doumen Metro Mall in Zhuhai

(“Doumen Purchase Option”)- 14 properties are subject to a ROFR provided to the

Trustee-Manager (“ROFR Properties”)

UGMENTED GROWTH OPPORTUNITIES ENHANCED BY POSITIVE DEVELOPMENTS WITHIN THE PEARL RIVER DELTA REGION

• Regional integration in the Greater Pearl River Delta Region, which includes Hong Kong and Macau, will drive further trade and investment in the Pearl River Delta region

• Higher economic activity, standard of living and strong consumer spending culture in Zhongshan City

• Proximity and increased connectivity in the Pearl River Delta region to fuel Zhongshan’s economic growth

• GFA of the Initial Portfolio and Shiqi Metro Mall will expand by approximately 2.6 times if the Doumen Purchase Option is exercised and the ROFR Properties (excluding the six uncompleted ROFR Properties the GFAs of which have not been determined) are acquired

Pearl River Delta region consists of nine prefectures of Guangdong province, namely Guangzhou, Shenzhen, Zhuhai, Dongguan, Zhongshan, Foshan, Huizhou, Jiangmen and Zhaoping

The Great Pearl River Delta region also includes the SARs of Hong Kong and Macau

★

OTABLE MANAGEMENT EXPERIENCE OF THE MANAGEMENT TEAM

• The management team of Dasin Retail Trust Management Pte. Ltd. (as trustee-manager of Dasin Retail Trust) has an average of over 15 years of relevant experience

• Extensive experience in investment, management, finance and accounting

D

D

S

S

I

I

N

N

A

A

As at 30 June 2016* Blue sections indicate defensive** and lifestyle trade sectors** Defensive refers to products and services that are less discretionary in nature

Stable assets

Growth assets

• Net Lettable Area by Property

As at 30 June 2016

Xiaolan Metro Mall

32%

Ocean Metro Mall

27%

Shiqi Metro Mall

36%

DasinE-Colour

5%

69% of net lettable area is leased by tenants belonging to Defensive** and Lifestyle trade sectors

• Net Lettable Area Breakdown by Trade Sector* of the Initial Portfolio + Shiqi Metro Mall

Food &Beverage/Food

Court18%

Supermarket/Hypermarket

23%

Leisure &Entertainment

15%

General Retail12%

Others1%

IT & Electronics3%

Fashion7%

DepartmentStore8%

Sports &Fitness

2%

Services2% Home

Furnishings10%

Source: CBRE Independent Market Research Report (November 2016)

2015 Macroeconomic Data Zhongshan Retail Sales Growth

100,000

80,000

60,000

40,000

20,000

0

160

140

120

100

80

60

40

20

0

GDP Per Capita DisposableIncome

Per Capita

Retail Sales Per Capita

2008 2015 2018F

RMB

Billio

n

RMB

Zhongshan

49,279

93,770

48

108

CAGR (15-18) of

10.0%144

37,25431,195

33,637

21,892

China

ZHONGSHAN

★ Initial Portfolio + Shiqi Metro MallPurchase Option on Doumen Metro Mall

8 Completed ROFR Properties

6 ROFR Properties under Development

1,200

1,000

800

600

400

200

0

315

120

168

545 1,148

7 Does not include the six ROFR Properties, the GFAs of which have not been determined

Enlarged Portfolio7

Completed ROFR PropertiesDoumen Metro MallShiqi Metro MallInitial Portfolio

GFA

(‘000

sqm

)

5 Defined as mid-to-upper positioned shopping malls and department stores generally comprising above 30,000 sq m and 100,000 sq m of retail space respectively

6 Based on good-grade retail properties in Zhongshan in 2016

SANJIAO METRO MALL

FUSHA METRO MALL

ZHUHAI

GUZHEN METRO MALL

118 XIANGMING SQUARE

PACIFIC OCEAN MALL

HENG LAN METRO MALL

DOUMEN METRO MALL

SHAXI METRO MALL

XIAOLAN METRO MALL

★★

★

XINYUE METRO MALL

DASIN E-COLOUR

SHIQI METRO MALL NO. 2

SHIQI METRO MALL

GOLDEN HORSE SQUARE

OCEAN METRO MALL

DONGFENG METRO MALL

JINSHANG METRO MALL

PORTFOLIO

XIAOLAN METRO MALL

Commencement of Operations Sep 2005

Gross Floor Area8 108,690 sq m

Valuation8 RMB 2,342 million

Occupancy Rate8 100.0 %

Weighted Average Lease Expiry(by Net Lettable Area)8 6.0 years

Estimated Annual Footfall9 22.7 million

• LocatedinoneofZhongshan’slargestsuburbantownsbyresidentialpopulationwithacaptiveconsumerbase

• Strong10-yeartrackrecordofgeneratingyield- 100.0% occupancy for nine consecutive years (2007 to

2015)- Rental escalation clause in the leases provides for an

annual adjustment, typically 6.0% to 10.0%10

DASINE-COLOUR

Commencement of Operations May 2015


Valuation8 RMB 325 million


Weighted Average Lease Expiry (by Net Lettable Area)8 5.0 years


• Repositionedfromafurnituremalltoatrendymid-endcommunitymallinsixmonths

• Locatedoppositea20,000peoplestronguniversity- Targets university students and teachers in the vicinity

• Highpotentialforrentalreversions- With many small tenants leasing shop units in the

Property, a high proportion of leases expire in FY2018, and it is expected that by FY2018, Dasin E-Colour will be more mature and majority of the leases are expected to be renewed at higher rates

OCEANMETROMALL

Commencement of Operations Dec 2014






• Qualitypropertystrategically located inanemergingurbanarea- Mid to mid-upper tier modern and experiential lifestyle

destination• Limitedcompetitionwithhighupsidepotentialdueto

rentalreversions- Dominant shopping mall in its trade area in the short to

medium term- Rental escalation clause in the leases provides for an

annual adjustment of 7.0% - 10.0%9

SHIQIMETROMALL(Tobeacquiredin2017)

Commencement of Operations May 2004






• Well-establishedmallinaprimelocation- Zhongshan’s first shopping mall- Targets mid-income households in the Zhongshan core

urban area- Attracts the highest footfall of all properties within the

Trust • Solidgrowthinrentalincomelevels

- 100.0% occupancy between 2006 to 2014 and 98.7% as of 30 June 2016

- Tenants’ willingness to renew lease contracts at a higher rate

8 As of 30 June 2016, based on the average of the two independent valuations by Savills and Colliers9 Source: CBRE Independent Market Research Report (November 2016)10 Applies to most non-anchor tenant leases

FINANCIAL HIGHLIGHTS

KEY STRATEGIES

DIVESTMENT STRATEGY

CAPITAL AND RISK

MANAGEMENT STRATEGY

DISCIPLINED DEVELOPMENT

STRATEGY

ACQUISITION GROWTH

STRATEGY

ACTIVE ASSET MANAGEMENT

STRATEGY AND ASSET

ENHANCEMENT STRATEGY

Gross Revenue and Net Property Income (RMB million) Distributable Income (RMB million)

Forecast Year 2017

Revenue NPI

Forecast Year 2017 Forecast Year 2017Projection Year 2018 Projection Year 2018 Projection Year 2018

45%46%

38% 67

84

37%

25%

23%

20%22%

24%

25%

37%

15

19

37%244

200

282

82

103341

6%

6%

5%

5%+4

1%+2

5%+40

%

Shiqi Metro Mall

Initial Portfolio Dasin E-Colour

Ocean Metro Mall

Xiaolan Metro Mall

Shiqi Metro Mall

HOW TO APPLY

Applications for the Public Offer may be made through:

• ATMs and internet banking websites of DBS Bank Ltd. (including POSB), Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited (and its subsidiary Far Eastern Bank Limited)

• Printed WHITE Public Offer Units Application Forms which form part of this Prospectus

INDICATIVE TIMETABLE(Singapore Time)

Event Date & Time

Opening date & time for Public Offer 13 January 2017, 9.00 p.m.

Closing date & time for Public Offer 18 January 2017, 12.00 noon

Commence trading on a “ready” basis 20 January 2017, 2.00 p.m.

TABLE OF CONTENTS

NOTICE TO INVESTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiii

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

OVERVIEW OF DASIN RETAIL TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

KEY INVESTMENT HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

KEY STRATEGIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

CERTAIN INFORMATION ON THE PROPERTIES AND SHIQI METRO MALL . . . . . 37

CERTAIN INFORMATION ON THE DOUMEN METRO MALL DEVELOPMENT

PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

DISTRIBUTION WAIVER FROM MAJOR UNITHOLDERS . . . . . . . . . . . . . . . . . . . . 39

OVERVIEW OF THE ACQUISITION OF THE INITIAL PORTFOLIO . . . . . . . . . . . . . 43

STRUCTURE OF DASIN RETAIL TRUST AS AT THE LISTING DATE . . . . . . . . . . . 62

CERTAIN FEES AND CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF DASIN RETAIL

TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

UNAUDITED PRO FORMA STATEMENTS OF COMPREHENSIVE INCOME . . . . . . 81

UNAUDITED PRO FORMA STATEMENTS OF FINANCIAL POSITION . . . . . . . . . . 82

UNAUDITED PRO FORMA STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . 83

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . 85

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

RISKS RELATING TO THE PROPERTIES AND SHIQI METRO MALL . . . . . . . . . . 88

RISKS RELATING TO DASIN RETAIL TRUST’S OPERATIONS . . . . . . . . . . . . . . . . 104

RISKS RELATING TO PRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

RISKS RELATING TO INVESTING IN REAL ESTATE . . . . . . . . . . . . . . . . . . . . . . . 127

RISKS RELATING TO AN INVESTMENT IN THE UNITS . . . . . . . . . . . . . . . . . . . . . 129

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

DISTRIBUTION POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

DISTRIBUTION WAIVER FROM MAJOR UNITHOLDERS . . . . . . . . . . . . . . . . . . . . 143

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

i

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF DASIN RETAIL TRUST . . . . 159

UNAUDITED PRO FORMA STATEMENTS OF COMPREHENSIVE INCOME . . . . . . 161

UNAUDITED PRO FORMA STATEMENTS OF FINANCIAL POSITION . . . . . . . . . . 162

UNAUDITED PRO FORMA STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . . 163

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

FACTORS AFFECTING DASIN RETAIL TRUST’S RESULTS OF OPERATIONS . . . 166

COMPARISON OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 WITH THE

FINANCIAL YEAR ENDED 31 DECEMBER 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

COMPARISON OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 WITH THE

FINANCIAL YEAR ENDED 31 DECEMBER 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

COMPARISON OF THE SIX-MONTH PERIOD ENDED 30 JUNE 2015 WITH THE

SIX-MONTH PERIOD ENDED 30 JUNE 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179

ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

ASSUMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182

SENSITIVITY ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

INVESTMENT STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

KEY OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

KEY STRATEGIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207

CERTAIN INFORMATION ON THE PROPERTIES AND SHIQI METRO MALL . . . . . 208

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222

XIAOLAN METRO MALL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223

OCEAN METRO MALL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

DASIN E-COLOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239

SHIQI METRO MALL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247

THE DOUMEN METRO MALL DEVELOPMENT PROJECT . . . . . . . . . . . . . . . . . . . 255

OTHER GENERAL INFORMATION ON THE PROPERTIES . . . . . . . . . . . . . . . . . . . 257

ROFR PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265

ii

THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271

THE TRUSTEE-MANAGER OF DASIN RETAIL TRUST . . . . . . . . . . . . . . . . . . . . . . 271

ANNUAL REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289

THE PROPERTY MANAGER OF THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . 291

THE COMMERCIAL MANAGER OF THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . 292

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293

COMPOSITION OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293

GUIDELINES FROM THE CODE OF CORPORATE GOVERNANCE 2012 RELATING

TO THE COMPOSITION OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295

CORPORATE GOVERNANCE OF THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . . 295

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF

INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342

CORPORATE SOCIAL RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . 343

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344

THE FORMATION AND STRUCTURE OF DASIN RETAIL TRUST . . . . . . . . . . . . . . . . . . 346

BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346

OPERATIONAL STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346

UNIT ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346

THE TRUST DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347

DECLARATION OF UNITHOLDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354

CERTAIN AGREEMENTS RELATING TO DASIN RETAIL TRUST AND THE

PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355

DISTRIBUTION WAIVER UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355

SPONSOR ROFR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356

SALE AND PURCHASE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358

SHIQI FRAMEWORK AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360

DOUMEN PURCHASE OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363

PROPERTY MANAGEMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364

COMMERCIAL MANAGEMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

DASIN LICENCE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367

XIAOLAN MASTER LEASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367

DASIN E-COLOUR MASTER LEASE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 369

UNDERTAKINGS IN RELATION TO THE MASTER LEASE AGREEMENTS . . . . . . . 370

OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN PRC . . . . . . . . . . . . . . . . . . . 372

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388

SINGAPORE TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388

PRC TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392

iii

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399

OVER-ALLOTMENT AND STABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401

LOCK-UP ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402

THE SGX-ST LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406

DISTRIBUTION AND SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411

CLEARANCE AND SETTLEMENT UNDER THE DEPOSITORY SYSTEM . . . . . . . . 411

CLEARING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413

RESPONSIBILITY STATEMENT BY THE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 413

MATERIAL BACKGROUND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416

DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416

CONSENT OF THE SOLE FINANCIAL ADVISER, GLOBAL COORDINATOR AND

ISSUE MANAGER AND THE JOINT BOOKRUNNERS AND UNDERWRITERS . . . . 417

APPROVALS AND WAIVERS FROM THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . 417

APPROVALS AND WAIVERS FROM THE MAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 419

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420

APPENDIX A – REPORTING ACCOUNTANT’S REPORT ON THE PROFIT

FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B – REPORTING ACCOUNTANT’S REPORT ON THE COMPILATION

OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF

DASIN RETAIL TRUST AND ITS SUBSIDIARIES FOR THE

FINANCIAL YEARS ENDED 31 DECEMBER 2013, 31 DECEMBER

2014 AND 31 DECEMBER 2015 AND THE SIX-MONTH PERIODS

ENDED 30 JUNE 2015 AND 30 JUNE 2016 . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C – UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . C-1

APPENDIX D – INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E – INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . . E-1

APPENDIX F – INDEPENDENT MARKET RESEARCH REPORT . . . . . . . . . . . . . . . F-1

APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . . G-1

APPENDIX H – LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF

DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . H-1

iv

NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation not contained in

this Prospectus and any information or representation not so contained must not be relied upon

as having been authorised by or on behalf of Dasin Retail Trust, the Trustee-Manager, the

Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager or the Joint

Bookrunners and Underwriters. If anyone provides you with different or inconsistent information,

you should not rely upon it. Neither the delivery of this Prospectus nor any offer, subscription, sale

or transfer made hereunder shall under any circumstances imply that the information herein is

correct as of any date subsequent to the date hereof or constitute a representation that there has

been no change or development reasonably likely to involve a material adverse change in the

affairs, conditions and prospects of Dasin Retail Trust, the Trustee-Manager, the Units or the

Sponsor since the date on the front cover of this Prospectus. Where such changes occur and are

material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory

body or agency, the Trustee-Manager will make an announcement of the same to the SGX-ST and

the public and, if required, lodge and issue a supplementary document or replacement document

pursuant to Section 282D of the SFA and take immediate steps to comply with the said Section

282D. Investors should take notice of such announcements and documents and investors shall be

deemed to have notice of such change upon release of such announcements and documents.

In addition to the Initial Portfolio, Singapore Holdco (as defined herein), Mr. ZhangZhencheng and Dasin Management and Investment (as defined herein) had entered into theShiqi Framework Agreement (as defined herein) for Dasin Retail Trust to acquire ShiqiMetro Mall (via the acquisition of the Shiqi PRC Property Company (as defined herein)) andthe Shiqi Rental Management Company (as defined herein). Shiqi Metro Mall had beenmortgaged to certain banks and financial institutions pursuant to loan facilities granted tothe Sponsor and its related corporations, including Dasin Management and Investment.Save for the loan facilities that are or will be granted or transferred to the subsidiaries tobe acquired by Dasin Retail Trust (including the Shiqi PRC Property Company and the ShiqiRental Management Company, that will be acquired by Dasin Retail Trust (via theacquisition of Shiqi Holdco) under the Shiqi Holdco Sale and Purchase Agreement (asdefined herein)), the Sponsor requires some time to negotiate with the banks and financialinstitutions on the unwinding of these loan facilities and the discharge of the mortgages.As such, Dasin Retail Trust will only complete the acquisition of Shiqi Metro Mall pursuantto the Shiqi Holdco Sale and Purchase Agreement after the Sponsor unwinds all the loanfacilities granted or transferred to the entities that will not be acquired by Dasin Retail Trustand after the corresponding mortgages are discharged.

The Shiqi Framework Agreement and the acquisition of the Shiqi PRC Property Companyand the Shiqi Rental Management Company are interested person transactions underChapter 9 of the Listing Manual (as defined herein) and the purchase consideration ofapproximately RMB 1,224.0 million (which is arrived at on a willing-buyer and willing-sellerbasis based on the implied acquisition price of Shiqi Metro Mall of approximately RMB1,224.0 million1 for Shiqi Metro Mall and the Shiqi Rental Management Company under theShiqi Framework Agreement is deemed to be approved by the Unitholders upon thesubscription for the Units.

Each of Aqua Wealth and Bounty Way has provided a distribution waiver undertaking (eacha “Distribution Waiver Undertaking” and, together, the “Distribution Waiver Undertakings”)pursuant to which each of Aqua Wealth and Bounty Way has agreed to waive a portion ofits entitlement to distributions from Dasin Retail Trust for the Distribution Period (the“Distribution Waiver”). Upon expiry of the Distribution Waiver Undertakings following theend of the Distribution Waiver Period, the DPU to Unitholders may be reduced. See “RisksRelating to the Properties and Shiqi Metro Mall – The DPU to Unitholders may be reducedafter the end of the Distribution Waiver Period.” of this Prospectus for further details.

1 The implied acquisition price of Shiqi Metro Mall is based on the average of the two independent valuations of Shiqi

Metro Mall as at 30 June 2016, and determined on a willing-seller and willing-buyer basis.

v

The DPU and distribution yield for the Initial Portfolio as well as for the Initial Portfolio andShiqi Metro Mall, both with and without the Distribution Waiver, are as follows:

DPU(1) (S$) Distribution yield(1) (%)

Forecast Year2017

Projection Year2018

Forecast Year2017

Projection Year2018

InitialPortfolioand ShiqiMetro Mall

With theDistributionWaiver

0.0680(2) 0.0720(2) 8.5(2) 9.0(2)

Without theDistributionWaiver

0.0307(2) 0.0378(2) 3.8(2) 4.7(2)

InitialPortfolio

With theDistributionWaiver

0.0581 0.0610 7.3 7.6

Without theDistributionWaiver

0.0262 0.0319 3.3 4.0

Notes:

(1) The DPU and distribution yield are based on the Offering Price.

(2) In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the

compensation under the Shiqi Framework Agreement, the foregoing DPU and distribution yield may not

materialise.

There is no assurance that the acquisition of the Shiqi PRC Property Company and the

Shiqi Rental Management Company by Dasin Retail Trust will be completed by 30 June

2017. In the event the acquisitions of the Shiqi PRC Property Company and the Shiqi Rental

Management Company are not completed by 30 June 2017, Dasin Retail Trust’s business,

financial condition, results of operations and prospects may be adversely affected. See

“Risk Factors – Risks Relating to the Properties and Shiqi Metro Mall – Dasin Retail Trust’s

acquisitions of the Shiqi PRC Property Company and the Shiqi Rental Management

Company post-completion of the Offering are subject to the vendors’ due performance of

their obligations under the Shiqi Framework Agreement and Shiqi Holdco Sale and

Purchase Agreement.” of this Prospectus for further details.

In addition, a significant proportion of the leases of Shiqi Metro Mall by Gross Rental

Income (as defined herein) and net lettable area (“NLA”) will expire in FY2017. If a large

number of tenants do not renew their leases, this could adversely affect the business,

financial condition and results of operations of Dasin Retail Trust. See “Risk Factors –

Risks Relating to Dasin Retail Trust’s Operations – A substantial number of the Properties’

and Shiqi Metro Mall’s leases are for terms of one to three years, which exposes the

Properties and Shiqi Metro Mall to significant rates of lease expiries each year.” of this

Prospectus for further details.

Dasin Merchant Investment has on 26 December 2016 entered into the Xiaolan Master Lease

Agreement and on 1 March 2016 entered into the Dasin E-Colour Master Lease Agreements with

Xiaolan Xinduhui and Yicai Xinduhui respectively, for certain units on the first and the third floors

of Xiaolan Metro Mall and for certain units on the fourth, eighth and ninth floors as well as the

entire seventh floor of Dasin E-Colour. The tenures of the Xiaolan Master Lease Agreement and

the Dasin E-Colour Master Lease Agreements are 10 years and three years respectively. In

connection with the master leases, the Sponsor has on 26 December 2016 provided an indemnity

to guarantee the obligations of Dasin Merchant Investment under the Master Lease Agreements.

Upon the expiry or termination of the Master Lease Agreements, Xiaolan Metro Mall and Dasin

E-Colour may not be able to generate a level of rental income which is comparable to the rental

payable under the master leases. See “Risk Factors – Risks Relating to the Properties and Shiqi

Metro Mall – Dasin Merchant Investment, as master lessee of certain retail space in Xiaolan Metro

vi

Mall, may not renew the Xiaolan Master Lease Agreement or may terminate the Xiaolan Master

Lease Agreement before its expiry.” and “Risk Factors – Risks Relating to the Properties and Shiqi

Metro Mall – The leases of the retail units in Dasin E-Colour leased by Interested Persons of the

Dasin Retail Trust Group (as defined herein), which constitute in aggregate 50.8% of the total NLA

of Dasin E-Colour, may be terminated before their expiry or may not be renewed.” of this

Prospectus for further details.

The DPU and distribution yield for the Initial Portfolio as well as for the Initial Portfolio and Shiqi

Metro Mall, both with (with and without the Distribution Waiver) and without (with and without the

Distribution Waiver) the Master Lease Agreements(3), are as follows:

DPU(1) (S$) Distribution yield(1) (%)

Forecast Year2017

Projection Year2018

Forecast Year2017

Projection Year2018

InitialPortfolioand ShiqiMetro Mall

With the MasterLeaseAgreementsand with theDistributionWaiver

0.0680(2) 0.0720(2) 8.5(2) 9.0(2)

With the MasterLeaseAgreementsand without theDistributionWaiver

0.0307(2) 0.0378(2) 3.8(2) 4.7(2)

Without theMaster LeaseAgreements(3)

and with theDistributionWaiver

0.0680(2) 0.0720(2) 8.5(2) 9.0(2)


and without theDistributionWaiver

0.0307(2) 0.0378(2) 3.8(2) 4.7(2)

InitialPortfolio

With the MasterLeaseAgreementsand with theDistributionWaiver

0.0581 0.0610 7.3 7.6

With the MasterLeaseAgreementsand without theDistributionWaiver

0.0262 0.0319 3.3 4.0


and with theDistributionWaiver

0.0581 0.0610 7.3 7.6


and without theDistributionWaiver

0.0262 0.0319 3.3 4.0

Notes:

(1) The DPU and distribution yield are based on the Offering Price.

(2) In the event the acquisition of Shiqi Metro Mall is not completed by 30 June 2017 and in the absence of the

compensation under the Shiqi Framework Agreement, the foregoing DPU and distribution yield may not materialise.

(3) The DPU or distribution yield is derived based on the assumption that the space leased under the Master Lease

Agreements is leased to third parties at prevailing market rental rates.

vii

Unless required by applicable laws (including the SFA), no representation, warranty or covenant,

express or implied, is made by any of Dasin Retail Trust, the Trustee-Manager, the Sole Financial

Adviser, Global Coordinator and Issue Manager, the Joint Bookrunners and Underwriters, the

Sponsor or any of their respective affiliates, directors, officers, employees, agents,

representatives or advisers as to the accuracy or completeness of the information contained

herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise,

representation or covenant by any of Dasin Retail Trust, the Trustee-Manager, the Sole Financial

Adviser, Global Coordinator and Issue Manager, the Joint Bookrunners and Underwriters, the

Sponsor or their respective affiliates, directors, officers, employees, agents, representatives or

advisers.

None of Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global

Coordinator and Issue Manager, the Joint Bookrunners and Underwriters or any of their respective

affiliates, directors, officers, employees, agents, representatives or advisers is making any

representation or undertaking to any purchaser or subscriber of Units regarding the legality of an

investment by such purchaser or subscriber under appropriate investment or other laws or

regulations. In addition, investors in the Units should not construe the contents of this Prospectus

as legal, business, financial or tax advice. Investors should be aware that they may be required

to bear the financial risks of an investment in the Units for an indefinite period of time. Investors

should consult their own professional advisers as to the legal, tax, business, financial and related

aspects of an investment in the Units.

Copies of this Prospectus and the Application Forms may be obtained on request, subject to

availability, during office hours, from:

DBS Bank Ltd.

12 Marina Boulevard, Level 3

DBS Asia Central @ Marina Bay Financial Centre Tower 3

Singapore 018982

and, where applicable, from members of the Association of Banks in Singapore, members of the

SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the

SGX-ST’s website: http://www.sgx.com.

The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the

Units in certain jurisdictions may be restricted by law. Dasin Retail Trust, the Trustee-Manager, the

Sponsor, the Sole Financial Adviser, Global Coordinator and Issue Manager and the Joint

Bookrunners and Underwriters require persons into whose possession this Prospectus comes to

inform themselves about and to observe any such restrictions at their own expense and without

liability to Dasin Retail Trust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser,

Global Coordinator and Issue Manager, the Joint Bookrunners and Underwriters. This Prospectus

does not constitute, and the Trustee-Manager, the Sponsor, the Sole Financial Adviser, Global

Coordinator and Issue Manager, the Joint Bookrunners and Underwriters are not making, an offer

of, or an invitation to subscribe for or purchase, any of the Units in any jurisdiction in which such

offer or invitation would be unlawful. Persons to whom a copy of this Prospectus has been issued

shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any

information herein for any purpose whatsoever nor permit or cause the same to occur.

The Units have not been, and will not be, registered under the Securities Act and may not be

offered or sold within the United States except in a transaction that is exempt from, or not subject

to, the registration requirements of the Securities Act. The Units are being offered or sold in

offshore transactions outside the United States in reliance on Regulation S.

viii

Personal Data Protection Act

For the purposes of the Personal Data Protection Act 2012, Act 26 of Singapore (“PDPA”), you

consent and acknowledge that all Personal Data (as defined in the PDPA) provided by you to

Dasin Retail Trust, the Trustee-Manager, the Sole Financial Adviser, Global Coordinator and Issue

Manager, the Joint Bookrunners and Underwriters or any of their respective agents, may be

collected, used, disclosed or otherwise processed in order for Dasin Retail Trust, the Trustee-

Manager, the Sole Financial Adviser, Global Coordinator and Issue Manager, the Joint

Bookrunners and Underwriters or any of their respective agents, to carry out their respective

duties and obligations in relation to any investment by you into Dasin Retail Trust, for each of the

purposes as set out in this section or as may be permitted under the PDPA.

ix

FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute “forward-looking statements”. This Prospectus

also contains forward-looking financial information in “Profit Forecast and Profit Projection” of this

Prospectus. Such forward-looking statements and financial information involve known and

unknown risks, uncertainties and other factors which may cause the actual results, performance

or achievements of Dasin Retail Trust, the Trustee-Manager or the Sponsor, as well as industry

results, to be materially different from any future results, performance or achievements expressed

or implied by such forward-looking statements and financial information. Such forward-looking

statements and financial information are based on numerous assumptions regarding the

Trustee-Manager’s present and future business strategies and the environment in which Dasin

Retail Trust, the Trustee-Manager or the Sponsor will operate in the future. Because these

statements and financial information reflect the current views of the Trustee-Manager and the

Sponsor concerning future events, these statements and financial information necessarily involve

risks, uncertainties and assumptions. Actual future performance could differ materially from these

forward-looking statements and financial information. Undue reliance should not be placed on

these forward-looking statements.

Among the important factors that could cause the actual results, performance or achievements of

Dasin Retail Trust, the Trustee-Manager or the Sponsor to differ materially from those in the

forward-looking statements and financial information are the conditions of, and changes in, the

domestic, regional and global economies, including, but not limited to, factors such as political,

economic and social conditions in PRC (as defined herein), changes in government laws and

regulations affecting Dasin Retail Trust, competition in the PRC property market in which Dasin

Retail Trust may invest, industry, currency exchange rates, interest rates, inflation, relations with

service providers, relations with lenders, hostilities (including future terrorist attacks), the

performance and reputation of Dasin Retail Trust’s properties and/or acquisitions, difficulties in

identifying future acquisitions, difficulties in completing and integrating acquisitions, changes in

the Trustee-Manager’s directors (“Directors”) and the Trustee-Manager’s executive officers

(“Executive Officers”), risks related to natural disasters, general volatility of the capital markets,

general risks relating to the property market in which Dasin Retail Trust may invest and the market

price of the Units, as well as other matters not yet known to the Trustee-Manager or not currently

considered material by the Trustee-Manager. Additional factors that could cause actual results,

performance or achievements to differ materially include, but are not limited to, those discussed

under “Risk Factors”, “Unaudited Pro Forma Financial Information of Dasin Retail Trust”, “Profit

Forecast and Profit Projection” and “Business and Properties”. These forward-looking statements

and financial information speak only as at the date of this Prospectus. The Trustee-Manager

expressly disclaims any obligation or undertaking to release publicly any updates of or revisions

to any forward-looking statement or financial information contained herein to reflect any change

in the expectations of the Trustee-Manager or the Sponsor with regard thereto or any change in

events, conditions or circumstances on which any such statement or information is based, subject

to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any

other relevant regulatory or supervisory body or agency.

x

Documents

The only China retail property trust providing direct ...dasintrust.listedcompany.com/misc/Dasin-Prospectus_13Jan17.pdf · Dasin Retail Trust Management Pte. Ltd. (Registration No