Sunlight Real Estate Investment Trust : Payment of Base Fee and Variable Fee to Henderson Sunlight Asset Management Limited by way of units and cash

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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.

Sunlight Real Estate Investment Trust

(a Hong Kong collective investment scheme authorised under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong))

(Stock Code : 435) Managed by Henderson Sunlight Asset Management Limited

恒基陽光資產管理有限公司

PAYMENT OF BASE FEE AND VARIABLE FEE TO HENDERSON SUNLIGHT ASSET MANAGEMENT LIMITED BY WAY OF UNITS AND CASH

Reference is made to the announcement of Sunlight REIT dated 13 June 2016 in relation to the Manager's election for the Base Fee and the Variable Fee for the financial year ending 30 June 2017 to be paid in the form of cash as to 50% and in the form of Units as to 50%.

On 27 April 2017, the Manager received a total of 4,779,130 new Units, comprising 2,388,068 Units and 2,391,062 Units issued at the price of HK$4.466 and HK$4.592 per Unit respectively, as payment of 50% of the Manager's Fees for the 2nd Quarter of FY2016/17 and the 3rd Quarter of FY2016/17. The new Units represent approximately 0.29% of the 1,639,006,762 Units in issue immediately after such issue.

The Manager also received HK$10,979,763.38 in cash in April 2017, being the cash portion of the Manager's Fees for the 3rd Quarter of FY2016/17. An amount of HK$10,665,122.59, being the cash portion of the Manager's Fees for the 2nd Quarter of FY2016/17, was received by the Manager in January 2017.

The Manager held 108,456,002 Units prior to receiving the new Units. With the new Units issued, the Manager holds a total of 113,235,132 Units, representing approximately 6.91% of the total Units in issue immediately after such issue.

Reference is made to the announcement of Sunlight REIT dated 13 June 2016 in relation to the Manager's election for the Base Fee and the Variable Fee for the financial year ending 30 June 2017 to be paid in the form of cash as to 50% and in the form of Units as to 50%.

On 27 April 2017, the Manager received a total of 4,779,130 new Units, representing approximately 0.29% of the 1,639,006,762 Units in issue immediately after such issue.

Of the new Units received :

1. 2,388,068 Units, comprising 1,878,929 Units (being payment of 50% of the Base Fee of HK$16,782,600.00) and 509,139 Units (being payment of 50% of the Variable Fee of HK$4,547,634.28), were issued at HK$4.466 (being the Q2 Market Price) per Unit as payment of the Manager's Fees for the 2nd Quarter of FY2016/17; and

2. 2,391,062 Units, comprising 1,827,373 Units (being payment of 50% of the Base Fee of HK$16,782,600.00) and 563,689 Units (being payment of 50% of the Variable Fee of HK$5,176,920.08), were issued at HK$4.592 (being the Q3 Market Price) per Unit as payment of the Manager's Fees for the 3rd Quarter of FY2016/17.

The Manager also received HK$10,979,763.38 in cash in April 2017, being the cash portion of the Manager's Fees for the 3rd Quarter of FY2016/17. An amount of HK$10,665,122.59, being the cash portion of the Manager's Fees for the 2nd Quarter of FY2016/17, was received by the Manager in January 2017. Together with the issue of the new Units as mentioned above, the payment obligation of the Manager's Fees for the periods concerned was satisfied in full.

The Manager held 108,456,002 Units prior to receiving the new Units. With the new Units issued, the Manager holds a total of 113,235,132 Units, representing approximately 6.91% of the total Units in issue immediately after such issue.

The basis of determination of the number of new Units issued (together with the relevant amounts paid in cash) as payment of the Base Fee and the Variable Fee are consistent with the relevant provisions of the Trust Deed.

In accordance with the Trust Deed, the amount of the Manager's Fees was calculated quarterly on the basis of (i) the value of the relevant properties as per the latest published interim report of Sunlight REIT; and (ii) the Net Property Income as per the unaudited management accounts of Sunlight REIT prepared by the Manager for each quarter.

The payment of the Manager's Fees by way of Units is provided for in the Trust Deed and does not require specific prior approval of Unitholders pursuant to a waiver granted by the SFC. The Manager is entitled to receive such number of Units as may be purchased for the relevant amount of the Base Fee and/or Variable Fee attributable at the Market Price. Under the waiver granted by the SFC, the issue of Units to the Manager as payment of all or part of the Manager's Fees for each financial year will be counted as part of the 20% of outstanding Units that the Manager may issue in each financial year without requiring Unitholders' approval pursuant to paragraph 12.2 of the REIT Code. In addition, 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 shall be limited to such number of Units as represents 3% of the total number of Units outstanding at the last day of the immediately preceding financial year, plus the number of Units issued (if any) in the relevant financial year for the purpose of financing any acquisition of real estate by Sunlight REIT. The total number of Units issued to the Manager as payment of the Manager's Fees for the period from 1 July 2016 to 31 March 2017 is 6,902,514, which represents approximately

0.42% of the 1,635,909,905 Units in issue at 30 June 2016.

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

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings :

"2nd Quarter of FY2016/17"

the period from 1 October 2016 to 31 December 2016, being the second quarter of the financial year ending 30 June 2017 of Sunlight REIT

"3rd Quarter of FY2016/17"

the period from 1 January 2017 to 31 March 2017, being the third quarter of the financial year ending 30 June 2017 of Sunlight REIT

"Base Fee" a base fee payable by Sunlight REIT to the Manager, which has

the meaning given to that term in the Trust Deed, currently calculated at the rate of 0.4% per annum of the Property Value

"Manager" Henderson Sunlight Asset Management Limited 恒基陽光資產

管理有限公司, as the manager of Sunlight REIT

"Manager's Fees" the Base Fee and the Variable Fee, being components of the

Manager's remuneration, both of which have the meaning given to these terms in the Trust Deed

"Market Price" has the meaning given to that term in the Trust Deed

"Net Property Income"

has the meaning given to that term in the Trust Deed

"Property Value" has the meaning given to that term in the Trust Deed

"Q2 Market Price" volume weighted average price for a Unit for all trades on the

Stock Exchange for the period from 15 December 2016 to 30 December 2016 (both days inclusive), being the period of 10 trading days immediately preceding the last day of the 2nd Quarter of FY2016/17

"Q3 Market Price" volume weighted average price for a Unit for all trades on the

Stock Exchange for the period from 17 March 2017 to

30 March 2017 (both days inclusive), being the period of 10 trading days immediately preceding the last day of the 3rd Quarter of FY2016/17

"REIT Code" Code on Real Estate Investment Trusts issued by the SFC, as

amended, supplemented and/or otherwise modified from time to time

"SFC" Securities and Futures Commission of Hong Kong "Stock Exchange" The Stock Exchange of Hong Kong Limited

"Sunlight REIT" Sunlight Real Estate Investment Trust, a collective investment

scheme constituted as a unit trust and authorised under section 104 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), as amended, supplemented and/or otherwise modified from time to time

"Trust Deed" the trust deed constituting Sunlight REIT dated 26 May 2006, as

amended and supplemented by six supplemental deeds

"Unit" one unit in Sunlight REIT

"Unitholder" any person registered as holder of a Unit

"Variable Fee" a variable fee payable by Sunlight REIT to the Manager, which

has the meaning given to that term in the Trust Deed, currently calculated at the rate of 3.0% per annum of the Net Property Income (before deduction therefrom of the Variable Fee)

By order of the Board

HENDERSON SUNLIGHT ASSET MANAGEMENT LIMITED

恒基陽光資產管理有限公司

(as manager of Sunlight Real Estate Investment Trust)

CHUNG Siu Wah

Company Secretary

Hong Kong, 27 April 2017

At the date of this announcement, the board of directors of the Manager comprises :

(1) Chairman and Non-executive Director : Mr. AU Siu Kee, Alexander; (2) Chief Executive Officer and Executive Director : Mr. WU Shiu Kee, Keith; (3) Non-executive Director : Mr. KWOK Ping Ho; and (4) Independent Non-executive Directors : Mr. KWAN Kai Cheong, Mr. MA Kwong Wing, Dr. TSE Kwok Sang and Mr. KWOK Tun Ho, Chester.