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 announcement, 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 announcement. POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 23 MAY 2017 Reference is made to the circular dated 28 April 2017 (the Circular ) issued to the unitholders (the Unitholders ) of Champion Real Estate Investment Trust ( Champion REIT ) containing the notice of the Extraordinary General Meeting of Unitholders held on 23 May 2017 at 3:30 p.m. (immediately after the conclusion of the 2017 annual general meeting of Champion REIT held on the same day) (the EGM ). Unless otherwise defined, all capitalised terms used in this announcement shall have the same meanings as defined in the Circular. At the EGM, the Special Resolutions in respect of the Trust Deed Amendments, were proposed and decided on a poll. As at the date of the EGM, the number of Units in issue was 5,811,998,520. To the best of the REIT Manager s knowledge, information and belief, after having made reasonable enquiries, no Unitholder was required to abstain from voting in respect of any of the Special Resolutions Nos. 1, 3 to 6 at the EGM. The total number of Units entitling the Unitholders to attend and vote for or against any of Special Resolutions Nos. 1, 3 to 6 was 5,811,998,520, representing all Units in issue as at the date of the EGM. Pursuant to the Trust Deed and the REIT Code, by virtue of the REIT Manager s and the Trustee s material interest or deemed material interest in the Trust Deed amendments to the calculation of the Acquisition Fee and the Trustee s Additional Fees for properties acquired in connection with Property Development and Related Activities of Champion REIT, each member of the Manager Group and the Trustee Group abstained from voting on Special Resolution No. 2, except pursuant to a proxy where a specific direction by an Independent Unitholder as to voting is given. To the best of the REIT Manager s knowledge, information and belief, after having made reasonable enquiries, no other Unitholder was required to abstain from voting at the EGM in respect of Special Resolution No. 2 and the total number of Units ineligible to vote for or against Special Resolution No. 2 at the EGM was 3,894,066,042. Accordingly, the total number of Units entitling the Independent Unitholders to vote for or against Special Resolution No. 2 was 1,917,932,478 (representing approximately 33.00% of the 5,811,998,520 Units in issue). 1
The poll at the EGM was scrutinised by the Unit Registrar of Champion REIT, Computershare Hong Kong Investor Services Limited. The Special Resolutions were duly passed based on the voting details set out below: Special Resolutions (1) (A) pursuant to Clauses 11.1.1(v), 11.4.3 and 31.1 of the Trust Deed, approval be and is hereby given for the Trust Deed amendments relating to joint ownership in properties via Special Purpose Vehicles of Champion REIT, as specifically set out in Part 1 of the Appendix to the Circular; and (B) the REIT Manager, any and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 1. 4,520,300,784 (99.998894%) 50,000 (0.001106%) (2) (A) pursuant to Clauses 11.1.1(v), 11.2.1(i), 11.4.3 and 31.1 of the Trust Deed, approval be and is hereby given for the Trust Deed amendments relating to the calculation of Net Property Income, as well as the Acquisition Fee and the Trustee s Additional Fees for properties acquired in connection with Property Development and Related Activities of Champion REIT, as specifically set out in Part 2 of the Appendix to the Circular; and (B) the REIT Manager, any and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 2. 683,283,746 (99.796984%) 1,390,000 (0.203016%) 2
Special Resolutions (3) (A) pursuant to Clause 31.1 of the Trust Deed, approval relating to Champion REIT s offer of units pursuant to rights issue to existing Unitholders, as specifically set out in Part 3 of the Appendix to the Circular; and (B) the REIT Manager, any director of the REIT Manager and the Trustee each be and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 3. 4,503,921,326 (99.636545%) 16,429,458 (0.363455%) (4) (A) pursuant to Clause 31.1 of the Trust Deed, approval relating to voting by show of hands, as specifically set out in Part 4 of the Appendix to the Circular; and (B) the REIT Manager, any director of the REIT Manager and the Trustee each be and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 4. (5) (A) pursuant to Clause 31.1 of the Trust Deed, approval relating to the timing of despatch of certain circulars by Champion REIT, as specifically set out in Part 5 of the Appendix to the Circular; and (B) the REIT Manager, any and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 5. 4,519,364,784 (99.978188%) 4,520,230,560 (99.997340%) 986,000 (0.021812%) 120,224 (0.002660%) 3
Special Resolutions (6) (A) pursuant to Clause 31.1 of the Trust Deed, approval relating to the maximum number of proxies, as specifically set out in Part 6 of the Appendix to the Circular; and (B) the REIT Manager, any director of the REIT Manager and the Trustee each be and is hereby severally authorised to complete and do or cause to be done all such acts and things (including without limitation executing such supplemental deed to the Trust Deed and all other documents as may be required) as the REIT Manager, such director of the REIT Manager or the Trustee, as the case may be, may consider expedient or necessary or in the interests of Champion REIT to give effect to the matters resolved upon in sub-paragraph (A) of this special resolution no. 6. 4,520,222,560 (99.997163%) 128,224 (0.002837%) Notes: 1. All percentages are rounded to 6 decimal places. As more than 75% of the votes were cast in favour of Special Resolutions Nos. 1, 2, 3, 4, 5 and 6, Special Resolutions Nos. 1, 2, 3, 4, 5 and 6 were duly passed as Special Resolutions. Based on the poll results, the Trustee (HSBC Institutional Trust Services (Asia) Limited) and the REIT Manager will enter into a supplemental deed to effect those Trust Deed Amendments as set out in Appendix to the Circular. Waiver from strict compliance with paragraphs 2.16, 2.23 and 9.9(h) of the REIT Code With regard to Special Resolution No. 4 (as set out in the EGM Notice), the REIT Manager had applied to the SFC for a waiver from strict compliance with paragraphs 2.16, 2.23 and 9.9(h) of the REIT Code so as to allow, where the chairman of a meeting of Unitholders can, when he considers it to be in good faith, decide to allow a resolution which relates purely to the above-mentioned procedural or administrative matters to be decided by a show of hands. On 23 May 2017, the SFC granted to Champion REIT the aforesaid waiver subject to following conditions: (a) due approval by Unitholders of Special Resolution No. 4 (as set out in the EGM Notice) at the EGM; (b) any vote of Unitholders at a general meeting shall be taken by way of poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands; 4
(c) the resolution to be voted on by a show of hands relates purely to procedural and administrative matters that: (1) are not on the agenda of the general meeting or in any supplementary circular to Unitholders; and (2) which relate to the chairman s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Unitholders a reasonable opportunity to express their views; and (d) an announcement shall be issued by the Manager on the results of the voting in accordance with 10.11 of the REIT Code. By Order of the Board Eagle Asset Management (CP) Limited (as manager of Champion Real Estate Investment Trust) Lo Ka Shui Chairman Hong Kong, 23 May 2017 As at the date of this announcement, the Board of the REIT Manager comprises: Non-executive Directors: Dr. Lo Ka Shui (Chairman), Mr. Ip Yuk Keung, Albert and Mr. Lo Kai Shui Executive Director: Ms. Wong Ka Ki, Ada (Chief Executive Officer) Independent Non-executive Directors: Mr. Cha Mou Sing, Payson, Mr. Cheng Wai Chee, Christopher, Mr. Ho Shut Kan and Mr. Shek Lai Him, Abraham 5