19 สิงหาคม 2548

(1) To hold a unitholders' meeting in order to obtain a resolution which must be passed by a majority vote representing at least three-fourths of the Investment Units held by the unitholders attending the meeting, or to send written notice to the unitholders to obtain a resolution by a majority vote based upon the total number of Investment Units sold by the Fund. In obtaining a resolution of the unitholders, the Management Company shall specify the objective of the capital increase, real properties to be invested in the case of a specific fund, amount of capital and number of Investment Units to be increased, procedures for determination of the price of Investment Units offered for sale and the procedures for allotment of Investment Units, as well as the procedures for listing the Investment Units on the Stock Exchange of Thailand. (2) To seek the approval of the Office of SEC by specifying the details at least as in the case of obtaining a resolution of the unitholders under (1). (3) To deliver, distribute, or make available the prospectus in accordance with the criteria prescribed by the SEC. (4) To register the increase of capital of the Fund according to the notification regarding rules and procedures for registration of a pool of assets as a property fund. If the documents of right in Investment Units have been issued in the form of investment unit certificates, the Management Company shall issue the investment unit certificates to every unitholder upon request. Such investment unit certificates must contain the particulars as prescribed by the SEC. Decrease of Capital of the Fund The Management Company may decrease the capital of the Fund by reducing the number of Investment Units when there is an excess of liquidity due to the amortization of depreciated real properties of the Fund or of the leasehold rights of real properties of the Fund, and the Management Company will proceed as follow (1) To close the register and suspend transfer of Investment Units and calculate the net asset value of the Fund as of the date of closing the register. (2) To distribute money from the Fund to the unitholders whose names appear in the register on the date of closing the register and suspending transfer of Investment Units in order to redeem the Investment Units in proportion to the unitholding of the respective unitholders. The unit value shall be calculated from the net asset value of the Fund as at the date of closing the register and suspending transfer of Investment Units. (3) To file an application to register the decrease of capital of the Fund with the Office of SEC in the form prescribed by the Office of SEC within 5 business days from the day following the date of distribution of money from the Fund to the unitholders. Transferring Restriction Subject to the provisions of Clause 5 above and the rules of the Stock Exchange of Thailand, there is no restriction on the transfer of Investment Units. Procedures for transfer of Investment Units if unitholders have investment unit certificates or passbooks If a unitholder who has evidence of rights in Investment Units in the form of a passbook wishes to transfer the Investment Units, the unitholder must notify the Investment Unit Registrar of the desire to transfer the Investment Units by filling complete details in an application form for transfer of Investment Units which is signed by both the transferor and the transferee and attaching thereto the documents for transfer of Investment Units as prescribed by the Investment Unit Registrar. If a unitholder who has evidence of rights in Investment Units in the form of investment unit certificates wishes to transfer the Investment Units, the unitholder must produce the investment unit certificates endorsed by both the transferor and the transferee to the Investment Unit Registrar. A transfer of Investment Units may be validly set up against third persons and shall be deemed verified by the Investment Unit Registrar only after the Investment Unit Registrar duly enters the name of the transferee in the register of unitholders. The transferor must also pay a transfer fee (if any) as prescribed by the Investment Unit Registrar. Procedures for transfer of Investment Units in the scripless system A unitholder who wishes to transfer Investment Units in the scripless system must comply with the rules prescribed by the Investment Unit Registrar and/or the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd., and must pay a transfer fee (if any) as prescribed by the Investment Unit Registrar and/or the Stock Exchange of Thailand and/or Thailand Securities Depository Co., Ltd. No. of Unitholders and Distribution of Units As of August 11, 2005 No. of No. of % of Unitholders Units Outstanding Units Holding > 5/1000 of total 1 360,195,000 33.00 outstanding units Holding > 5/1000 of total 1,567 731,305,000 67.00 outstanding units and not < 1 Trading unit Holding < 1 Trading Unit 0 0 0.00 Total 1,568 1,091,500,000 100.00 Major Unitholders As of August 11, 2005 NO. NAME Amount unit % Amount Listed 1 CENTERAL PATTANA PUBLIC 360,195,000 33.0000 COMPANY LIMITED 2 R I S COMPANY LIMITED 5,286,700 0.48435 3 Government of Singapore investment 5,286,700 0.48435 Corp 4 Indus Capital Partners LLC 5,286,700 0.48435 5 HSBC Asset Management (H.K) 5,286,700 0.48435 6 Mapletree Investment 5,286,700 0.48435 7 Laxey Partners 5,286,700 0.48435 8 ABN Amro (UK) 5,286,700 0.48435 9 Everest Capital 5,286,700 0.48435 10 Lehman Brothers Securities,H.K. 5,286,700 0.48435 Total 407,775,300 37.35917 Restrictions on Unitholding 1. In the offer for sale of Investment Units, the Management Company may sell not more than one-third of the total number of Investment Units offered for sale to the owners of real properties to be invested by the Fund (the "Owners") if the Fund invests in those real properties in excess of one-third of its net asset value. The number of Investment Units and the value of the invested properties of the Related Persons shall be included. If the Management Company consents to allow the owners of real properties to be invested by the Fund to hold Investment Units in excess of the ratio stipulated in the paragraph above through nominees, or connives with the Owners in doing so, the Office of SEC may order the dissolution of the Fund. 2. Before any additional investment in real property or leasehold right in real property, which will have the value in excess of one-third of the net asset value of the Fund after including such additional investment, the Management Company shall ensure that a unitholder, who owns the additional real property, will not hold Investment Units in excess of one-third of the total number of Investment Units sold of the Fund. The number of Investment Units shall be inclusive of the number of Investment Units and the value of the invested properties of the Related Persons. 3. Whether any persons are Related Persons for the purposes of sections 5.1 and 5.2 shall be determined in accordance with the notification of the Office of SEC regarding persons related to unitholders of property and claim funds. Calculation Method, Schedule of Calculation and Announcement of Net Asset Value and Unit Value 1. The Management Company shall calculate and announce the asset value, net asset value and unit value of the Fund at least as at the last day of June and December within 45 days from the last business day of June and December, as the case may be, or within a period under relaxation by the Office of SEC. The Trustee must verify that such values have been calculated in accordance with the criteria prescribed by the Office of SEC. 2. In making an announcement of the values obtained from the calculation under 23.1, the Management Company shall make such announcement in at least 1 daily newspaper and post it at an open place at all offices of the Management Company and the head office of the Trustee. 3. If any circumstance or change materially affecting the value of real properties arises after the date of calculation under 23.1, the Management Company shall also disclose such circumstance or change in the announcement under 23.1. If such circumstance or change further arises after the date of announcement under 23.1, the Management Company shall make an additional announcement thereof at once. 4. In the calculation of the net asset value of the Fund, the Management Company shall calculate by using the following method: (1) For real properties and utilities system, the Management Company shall use the price obtained from the Appraisal Report or latest report on the Review of Appraisal, as the case may be, (the Fund will not recognize depreciation and amortization of such investment in balance sheet and profit and loss account of the Fund, which is in accordance with the generally accepted accounting standards of Thailand with respect of mutual funds) except for the first calculation of the net asset value of the Fund, for which the Management Company shall use the price of purchase or rental of such real properties. (2) For other assets, the Management Company shall fix the values in accordance with the rules and procedures prescribed by the Association of Investment Management Companies with approval of the Office of SEC. Additional Conditions: For the calculation method, schedule of calculation and announcement of the net asset value and unit value of the Fund, the Management Company shall proceed in accordance with Clause 23, unless it is amended, supplemented, announced, prescribed, instructed, approved and/or relaxed by the SEC, the Office of SEC and/or any other competent authority under law. Preparation of Report to the Office of SEC and Unitholders 1. Reports of Fund The Management Company shall, within 4 months from the day following the last day of financial year, prepare a report of the Fund at the end of every financial year, and send it to the unitholders whose names appear in the register of unitholders as well as the Office of SEC. Such report shall at least consist of the following particulars: (1) List of assets categorized by type, namely, real properties, leasehold rights in real properties, debt instruments and deposits, together with the asset value, net asset value and unit value as at the last business day of the accounting year. (2) Details concerning every real property of the Fund, specifying at least the name, location, condition, type of use, size of area, lease term, value obtained from the latest Appraisal Report, annual income and various encumbrances etc. (3) Details concerning the purchase or lease of real properties and/ or leasehold right in each real property during the accounting year, specifying at least the significant information as follows: (3.1) Date, price, reason for purchase or lease, and the seller of real properties or transferor of leasehold right in real properties. (3.2) Details concerning the Appraisals of both Appraisal Firms before the purchase or lease, such as the date of Appraisal, price obtained from Appraisal Report and method of Appraisal etc. (3.3) Expenses concerning the purchase or lease. (4) Details concerning the disposal of real properties or transfer of leasehold rights in each real property during the accounting year which shall at least specify the following significant information: (4.1) Date, price, reason for purchase or transfer of leasehold rights, and the seller of real properties or transferor of leasehold rights in real properties. (4.2) Details concerning the Appraisals of both Appraisal Firms before the disposal or transfer of leasehold rights, such as the date of Appraisal, prices obtained from Appraisal Report, method of Appraisal etc. (4.3) Profits or loss from the disposal of real properties or transfer of leasehold rights and related expenses. (4.4) Book value of real properties or leasehold rights in real properties sold or transferred. (5) Report of the Management Company showing the situation of the real property business and trends in such business. (6) Audited balance sheet and profit and loss statements with the opinion of the auditor. (7) Ratio of consolidated expenditures to consolidated assets. (8) Comments of the Trustee concerning the operation of the Fund of the preceding one-year period. (9) Any other item as prescribed by the Securities Law. 2. Reports of Purchase, Lease, Disposal or Transfer of Leasehold Rights in Real Property of Fund The Management Company shall deliver the summary of significant information concerning the purchase, lease, disposal, transfer or acceptance of transfer of ownership and/or leasehold rights in real properties of the Fund to the unitholders and the Office of SEC within 15 days from the date of such purchase, lease, disposal, transfer or acceptance of transfer of ownership and/or leasehold rights and display such significant information at an open place at all offices of the Management Company and the head office of the Trustee within 30 days from the date of purchase, lease, disposal or transfer of leasehold rights for inspection of unitholders. Such summary of information must have significant particulars as prescribed by the SEC. If the Investment Units of the Fund have been approved to be listed securities on the Stock Exchange of Thailand, the Management Company may deliver the summary of significant information under the preceding paragraph to the Stock Exchange of Thailand in lieu of taking action under the first paragraph within the next business day from the date of purchase, lease, disposal or transfer of leasehold rights in real properties of the Fund or within such other period as prescribed by the Stock Exchange of Thailand. Disclosure of Information to the Stock Exchange of Thailand The Management Company will disclose the net asset value ("NAV") as at the last business day of each month to the Stock Exchange of Thailand. The NAV will be submitted to the SET through the SET's electronic system for further announcement to investors not later than the last business day of the following month. The NAV as of Aug19, 2005 will not be calculated because The Fund has invested in the leasehold rights which will accrue its revenue and expense on a monthly basis so the NAV will be calculated at the last business day of each month. The Fund began to invest in the leasehold right of Central Rama II Shopping Complex and Central Rama III Shopping Complex on August 15 and 16, 2 005 respectively Rights and Benefits of Unitholders 1. Right to Receive Dividends The unitholders whose names appear in the register of unitholders on the date of closing of the register for dividend payment shall have the right to receive dividends in accordance with the rules and procedures as specified in this Project. 2. Right to Transfer Investment Units The unitholders may transfer Investment Units under the part "Transfer of Investment Units". 3. Right to Pass a Resolution to Amend the Project or the Management Procedures Each unitholder has the right to pass a resolution in order to amend the Project or the management procedures. The Management Company must implement the amendment of the Project or the management procedures upon obtaining a resolution passed by the majority vote of the unitholders holding more than half of the total number of the Investment Units sold of the Fund. The amendment of the Project or management procedures shall be in accordance with the part "Amendment of Project or Management Procedures". 4. Right to Receive a Refund upon Dissolution of the Project Each unitholder has the right to a pro rata refund upon dissolution of the Project. The Management Company shall appoint a liquidator approved by the Office of the SEC in order to proceed with the disposition of assets of the Fund, payment of debts of the Fund, collection and distribution of money and/or other assets to unitholders pro rata to the total number of Investment Units sold upon the dissolution of the Fund. 5. Other Rights and Benefits 5.1 Right to Receive a Refund upon a Capital Decrease The unitholders of the Fund shall have the right to a refund upon a capital decrease as specified in the Project. 5.2 Right to Pledge Investment Units The unitholders of the Fund can pledge the Investment Units under law in accordance with the rules and procedures prescribed by the Management Company and/or Investment Unit Registrar. The Investment Unit Registrar shall issue an investment unit certificate in lieu of a passbook for use in the pledge, provided that the Investment Unit Registrar may register the pledge only when the pledgee is a financial institution. 5.3 Request for Issuance of Investment Unit Certificate for use in Pledge A unitholder who desires to pledge the Investment Units must present the investment unit certificate or the passbook evidencing rights in Investment Units and complete the application form for the issuance of an investment unit certificate for use in a pledge personally at the offices of the Management Company or the head office or branch offices of the Agents for submission to the Investment Unit Registrar in order to issue an investment unit certificate for use in a pledge. The Investment Unit Registrar may suspend the transaction of purchase and sale of the Investment Units being pledged before the registration of the pledge with the Investment Unit Registrar has been made. Risk Factors Investors should thoroughly study the risk factors of the Fund together with the information disclosed in the Prospectus before making an investment decision. This Prospectus incorporates forward-looking statements, including income and expense projections of the Fund which are related to risk factors, uncertainties and assumptions. The actual results of operation may be different from the estimates due to several factors including the risk facts specified herein, including there may be other risks that the fund manager may not realize or consider of its materiality, which may become material risk in the future. The investment in this Property Fund is intended for a long-term stable returns. Investors should not expect a short-term gain from the increase in price of investment units. 1. Risk Relating to Real Properties to be Invested in by the Fund 1.1 Risk of Domestic Economic Volatility or Other Macro Factors The Shopping Complexes to be invested by the Fund are subject to the risk from volatility in domestic economy and may suffer from an impact of the change in economic system as a whole. The Shopping Complexes may also suffer from an impact from change in other macro factors such as city planning, change in demographic structure or community relocation, which would affect the purchasing power or spending volumes of consumers in the Shopping Complexes. 1.2 Risk of Necessary Refurbishment and Renovation of the Shopping Complexes Each Shopping Complex requires frequent refurbishment and renovation maintain modernity, to reflect customers' lifestyle, and to attract customers to use its services regularly. Refurbishment or maintenance, which are normally carried out every year, will not affect the results of operation of the Fund. However, in case of major renovation in order to change internal and external appearance of the Shopping Complex and to change the major systems, which normally takes place every 10 years without the close of business of the Shopping Complex as such renovation will be carried out on an as-needed basis only, and impact may be caused to the income of the Fund especially in respect of the areas under renovation. Nonetheless, before each major renovation, the management of the Shopping Complex will set up a plan to minimize the impact on the shops and customers and will study the impacts on income and returns. Major renovation is necessary for the operation of the Shopping Complexes in order to maintain its modernity and keep pace with continual change in the market, as well as to develop attraction of the Shopping Complexes and to satisfy the needs of customers. The consequential increase in number of customers would mean the maintenance and the growth of income and cash flow of the Fund on a long-term basis. 1.3 Risk from Higher Competition The results of operation of the Fund may be affected by market condition of the Shopping Complexes, including the entry of more shopping complex operators, the increase or decrease in demand for retail space and the increase in retail space. The increase in the number of shopping complexes (more)