Fortune Real Estate Investment Trust : Payment of Manager Base Fee to ARA Asset Management (Fortune) Limited by Way of Units in Fortune Real Estate Investment Trust

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.

Fortune Real Estate Investment Trust

(a collective investment scheme authorized under section 104

of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong))

(Stock Code: 778)

Managed by

ARA Asset Management (Fortune) Limited

PAYMENT OF MANAGER'S BASE FEE TO

ARA ASSET MANAGEMENT (FORTUNE) LIMITED

BY WAY OF UNITS IN FORTUNE REAL ESTATE INVESTMENT TRUST

The Board announces that on 13 April 2021, the Manager received an aggregate of 3,877,756 Base Fee Units in Hong Kong, as payment to the Manager of the Base Fee in the amount of HK$28,904,795, being full payment in arrears of the Base Fee component of its management fees for the period from 1 January 2021 to 31 March 2021 (both dates inclusive). The Base Fee Units were issued at a price of HK$7.454 (being the Hong Kong Market Price) per Unit.

The payment of the Base Fee by way of the Base Fee Units is in accordance with the terms of the Trust Deed and does not require the specific prior approval of the Unitholders pursuant to 12.6 of the REIT Code.

The Manager held 24,474,876 Units immediately before the issue of the Base Fee Units. Immediately after the issue of the Base Fee Units, the Manager holds 28,352,632 Units, representing approximately 1.44% of the 1,962,764,632 Units in issue (after the issue of the Base Fee Units).

Pursuant to the Trust Deed, the Manager is entitled to, among other management fees, the Base Fee. The Base Fee is payable quarterly in arrears, and will be in the form of Units. The Manager shall receive such number of Units as may be purchased for the relevant amount of the Base Fee at the prevailing market price on the HK Stock Exchange, at the time of the issue of such Units.

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The Board announces that on 13 April 2021, the Manager received an aggregate of 3,877,756 Base Fee Units in Hong Kong, as payment to the Manager of the Base Fee in the amount of HK$28,904,795, being full payment in arrears of the Base Fee component of its management fees for the period from 1 January 2021 to 31 March 2021 (both dates inclusive). The Base Fee Units were issued at a price of HK$7.454 (being the Hong Kong Market Price) per Unit. The number of Base Fee Units issued was determined on a basis which is consistent with the relevant provisions of the Trust Deed.

The payment of the Base Fee by way of the Base Fee Units is in accordance with the terms of the Trust Deed and does not require the specific prior approval of the Unitholders pursuant 12.6 of the REIT Code.

The number of Units issued to the Manager as payment of all or part of the Manager's Fees for each financial year of Fortune REIT shall be counted as part of the 20% of outstanding Units that the Manager may issue in each financial year without Unitholders' approval pursuant to 12.2 of the REIT Code. Further, pursuant to 12.6 of the REIT Code, in respect of each financial year, the maximum number of Units that may be issued to the Manager as payment of all or part of the Manager's Fees for that financial year without Unitholders' approval shall, in the aggregate, be limited to such number of Units as represents 3% of the total number of Units outstanding as at the last day of the immediately preceding financial year plus the number of Units (if any) issued in the relevant financial year for the purpose of financing any acquisition of real estate by Fortune REIT. Immediately after the issue of the Base Fee Units, the number of Units issued to the Manager as payment of all or part of the Manager's Fees for the period from 1 January 2021 to 31 March 2021 represents approximately 0.20% of the total number of Units outstanding as at 31 December 2020.

The Manager held 24,474,876 Units immediately before the issue of the Base Fee Units. Immediately after the issue of the Base Fee Units, the Manager holds 28,352,632 Units, representing approximately 1.44% of the 1,962,764,632 Units in issue (after the issue of the Base Fee Units).

This announcement is made pursuant to 10.4(k) of the REIT Code.

DEFINITIONS
"Base Fee"	The Manager's base fee which is 0.3% per annum of the Property
	Values and payable quarterly in arrears
"Base Fee Units"	The 3,877,756 Units which are the subject of this announcement
"Board"	The board of directors of the Manager
"Fortune REIT"	Fortune Real Estate Investment Trust
"HK Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Hong Kong Market Price"	The average closing price of the Units in the 10 Trading Days
	immediately prior to the earlier of the date of announcement of the
	proposed issue of Units and the date on which the issue price is fixed
"Manager"	ARA Asset Management (Fortune) Limited (as manager of Fortune
	REIT)
"Manager's Fee"	The Base Fee and, where applicable, the acquisition fee or divestment
	fee payable to the Manager

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"Property Values"	The values of all the properties owned by Fortune REIT, whether
	directly held by the Trustee or indirectly held by the Trustee through a
	property holding company, including a property company
"REIT Code"	The Code on Real Estate Investment Trusts published by the SFC, as
	amended, supplemented or otherwise modified from time to time
"SFC"	The Securities and Futures Commission of Hong Kong
"Trustee"	HSBC Institutional Trust Services (Asia) Limited (as trustee of
	Fortune REIT)
"Trust Deed"	The deed of trust constituting Fortune REIT dated 4 July 2003, as
	amended, supplemented or otherwise modified from time to time
"Unitholders"	Holders of the Units
"Units"	The units of Fortune REIT

By order of the board of directors of

ARA Asset Management (Fortune) Limited

(in its capacity as manager of Fortune Real Estate Investment Trust)

CHIU Yu, Justina

Chief Executive Officer

Hong Kong, 13 April 2021

The Directors of the Manager as at the date of this announcement are Mr. Chui Sing Loi (alias Tsui Sing Loi) as Chairman and Independent Non-executive Director; Dr. Chiu Kwok Hung, Justin, Mr. Lim Hwee Chiang, Ms. Yeung, Eirene and Mr. Ma Lai Chee, Gerald as Non-executive Directors; Ms. Chiu Yu, Justina as Executive Director; Ms. Cheng Ai Phing, Ms.Yeo Annie (alias Yeo May Ann) and Ms. Koh Poh Wah as Independent Non- executive Directors.

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