Basic information about Dasin Retail TrustListed on the Mainboard of Singapore Exchange, Securities Trading Limited (“SGX-ST”) on 20 January 2017, Retail Trust (“DRT” or the “Trust”) is the only China retail property trust listed on SGX-ST providing direct exposure to the Guangdong-Hong Kong-Macau Greater Bay Area (“Greater Bay Area”).
The Trust’s mandate is to invest in, own or develop land, uncompleted developments and income-producing real estate in Greater China (comprising the People’s Republic of China (“PRC”), Hong Kong and Macau), used primarily for retail purposes, as well as real estate related assets, with a focus on retail malls.
As at 31 December 2020, the Trust’s portfolio comprises seven retail malls located in Zhongshan, Zhuhai and Foshan cities in Guangdong, PRC, valued at approximately RMB11.6 billion (S$2.3 billion). These properties host a tenant base of over 500 local and international retailers. Dasin Retail Trust is managed by Dasin Retail Trust Management Pte. Ltd. in its capacity as the Trustee Manager (“Trustee-Manager”). The Trustee-Manager strives to provide unitholders of Dasin Retail Trust (“Unitholders”) with an attractive rate of return on their investment through regular and stable distributions and to achieve long-term sustainable growth in distribution per unit, while maintaining an appropriate capital structure.
The Sponsor of Dasin Retail Trust is Zhongshan Dasin Real Estate Co., Ltd. (the “Sponsor”), one of the leading real estate developers in Zhongshan city, Guangdong Province, with a strong track record as a retail mall operator.
The Trustee-Manager, Dasin Retail Trust Management Pte. Ltd., was incorporated in Singapore under the Companies Act on 14 August 2015. Its registered office is located at 8 Marina Boulevard #14-02 Marina Bay Financial Centre Tower 1, Singapore 018981, and its telephone and facsimile numbers are (65) 6509 8626 and (65) 6509 8625, respectively. The Trustee-Manager has an issued and paid-up capital of S$505,001.00. It is wholly-owned by Mr. Zhang Zhencheng and Shun Fung Investment Limited1 holding 99.0% and 1.0% of the interests respectively.
Controlling unitholder and sponsor
Following the Offering and as at the Listing Date, Aqua Wealth is expected to hold 61.4% of the total number of Units in issue (assuming the Over-allotment Option is not exercised). DBS Trustee Limited holds the entire share capital of Aqua Wealth as the trustee of a family trust, of which Mr. Zhang Zhencheng is the settlor and Zhang Chon Meng, son of Mr. Zhang Zhencheng, is the sole beneficiary.
The sponsor of Dasin Retail Trust is Zhongshan Dasin Real Estate Co., Ltd., which was established on 13 July 2001 in Zhongshan, Guangdong Province, the PRC. Its principal business is focused on the development and management of real estate, including the development and operation of retail malls, hotels, educational facilities and residential properties. Since its inception, the Sponsor had developed, completed and is currently operating 10 retail malls, and currently also owns nine assets which are undergoing development and reconstruction.
1.Under the Agreement between the Government of Singapore and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Fisl Management Company to the respective Singapore Holding Company will be subject to a reduced WHT rate of 5.0% (the standard dividend WHT rate in PRC is 10.0%) provided the Singapore Holding Company is resident in Singapore and is the beneficial owner of the dividends. In this regard, pursuant to the guidance provided on “beneficial ownership” in Guoshuihan [2009] No. 601 issued by the SAT, the PRC tax authorities may view the Singapore Holding Companies as not having sufficient business substance to satisfy the “beneficial ownership” test.
2.Increasing speculation in the PRC property market may result in rapid increases in property prices. To discourage speculation in the PRC property market, the PRC Government has, among other things, implemented the control measures below.
3.Dasin Retail Trust is subject to extensive PRC regulatory control on foreign investment in the real estate sector and will not be able to sell the Properties within the first five years from the date of obtaining the business licences of the PRC Property Companies.
Rights attached to the units
The rights and interests of Unitholders are contained in the Trust Deed. Under the Trust Deed, these rights and interests are safeguarded by the Trustee Manager. Each Unit represents an undivided interest in Dasin Retail Trust. A Unitholder has no equitable or proprietary interest in the Trust Property and is not entitled to transfer to it of any Trust Property (or any part thereof) or of any real estate, any interest in any asset and real estate-related Trust Property (or any part thereof). A Unitholder’s right is limited to the right to require due administration of Dasin Retail Trust in accordance with the provisions of the Trust Deed, including, without limitation, by suit against the Trustee-Manager. The key rights of Unitholders include rights to receive income and other distributions attributable to the Units held, receive audited accounts and the annual reports of Dasin Retail Trust and participate in the winding up or liquidation of Dasin Retail Trust by receiving a share of all net cash proceeds derived from the realisation of the assets of Dasin Retail Trust less any liabilities, in accordance with their proportionate interests in Dasin Retail Trust.
