2018年3月28日，亚洲首个奥特莱斯房地产投资信托——砂之船房地产投资信托在新加坡交易所上市。最终发行定价为每信托单位0.80新元，公开发售2.67亿信托单位，基石投资者认购4.95亿信托单位，股权及债券融资总计约10新币（约合人民币49亿元），其基石投资人包括星展银行、瑞信、曼谷人寿等众多知名金融机构。此次信托上市是砂之船集团改善企业资本结构、实现战略转型的关键一步，对于中新互联互通项目以及推动重庆乃至整个中西部地区 “一带一路”也起到了带头和示范作用。同时，也能为企业引入国际先进的资产管理经验，提升公司管理运营水平，得到广泛类型投资者的关注。本文主要从项目基本情况、核心法律问题以及项目近期财务情况等内容进行介绍。

一、项目基本情况

1、物业（Properties）情况

砂之船房地产投资信托的投资策略主要是直接或者间接投资于主要用于奥特莱斯购物中心的多元化收入型房地产投资组合以及该投资组合的相关资产，这部分投资也主要集中在亚洲市场。本次赴新加坡上市的初始投资组合包括砂之船位于中国境内的的四处物业，分别是位于重庆市北部新区的重庆奥特莱斯、重庆市璧山区的璧山奥特莱斯、合肥市高新区的合肥奥特莱斯、昆明市安宁区的昆明奥特莱斯。总计净出租面积为306709.1㎡。

2、经济管理人（Manager）：Sasseur Asset Management Pte. Ltd.

收费标准：REITs可分配收益的10%（基础费用）以及两个财政年度REITs单位派息差的25%（业绩费）。

3、基金托管人（Trustee）：DBS Trustee Limited

收费标准：根据合同约定，基金托管人的管理费用不得超过存放财产价值的每年 0.1%，每月至少为 15,000 新元。 

4、物业管理人（Property Manager）Chongqing Ancheng Property Management Co., Ltd；Hefei Anjing Property Service Co., Ltd.

收费标准：暂无详细数据

5、发行费用和其他交易成本

砂之船REIT的发行费用主要包括承销费、管理费、中介机构费用（包括律师费、财务顾问费、审计费、评估费等）以及其他与发行相关的费用，合计约5430万新币。

二、核心法律问题

（一）交易结构之重组方案

本项目中，砂之船REIT的重组方案主要如下：

步骤一：于开曼成立Sasseur Cayman Holding II Ltd. (the “Cayman Holdco”)，随后由该公司设立砂之船信托（Sasseur Trust）并通过一系列并购安排转移璧山、合肥、昆明等地奥特莱斯股份。

步骤二：随后于新加坡成立全资子公司（the Singapore Holdco），并且该子公司因并购安排拥有重庆奥特莱斯、璧山奥特莱斯、合肥奥特莱斯及昆明奥特莱斯100.0%的合法权益。

步骤三：砂之船REIT（Sasseur Reit）得以完全成立，并由其设立本项目的基金管理人和物业管理人。

（二）境内物业合规情况

鉴于本项目中的基础资产均为境内的物业，故对于境内物业资产的合法合规情况均需满足国内法律法规的要求。

1、境内四家物业资产的权属清楚、明晰；

2、物业资产需要依据国内法律法规的规定，合法取得：

（1）建设用地规划许可证；

（2）建设工程规划许可证；

（3）建筑工程施工许可证；

（4）国有土地使用证/不动产权证。

3、物业资产同时需要根据国内法律法规的规定，履行竣工验收、消防验收、环评等手续。

（三）可能存在的风险

鉴于本项目中的基础资产均为境内的物业，故对于境内物业资产的合法合规情况均需满足国内法律法规的要求。

1、物业风险。如因经营时违法违规而导致土地被政府罚没或者土地出让合同无效等情况。

2、经营风险。由于该REIT的管理人没有历史经营表现，由于信托本身带有一定的风险性质，可能在管理人表现不佳时存在风险。

3、违反国际条约的风险。因国际情势变化，导致新加坡同中国之间的国际条约内容产生变化而产生的风险。

4、房地产投资风险。房地产投资自身固有的一些风险。

（一）2020年第一季度财报

（二）最新财务状况

Part one：Basic information of SASSEUR Retail REIT

OVERVIEW OF SASSEUR REIT

Sasseur REIT is a Singapore real estate investment trust (“REIT”) established with the investment strategy of investing principally, directly or indirectly, in a diversified portfolio of income-producing real estate which is used primarily for retail outlet mall purposes, as well as real estate related assets in relation to the foregoing, with an initial focus on Asia.

Key Objectives

The Manager’s key objectives are to provide the unitholders of Sasseur REIT (the “Unitholders”) with an attractive rate of return on their investment through regular and stable distributions to Unitholders and to achieve long-term sustainable growth in DPU and net asset value (“NAV”) per Unit while maintaining an appropriate capital structure for Sasseur REIT.

1、Initial Portfolio

The initial portfolio of Sasseur REIT (the “Initial Portfolio”) will comprise four properties located in the PRC, with an aggregate Net Lettable Area of 304,573.1 sq m and an Appraised Value 1 of approximately RMB 7.34 billion (equivalent to approximately S$1.50 billion based on an exchange rate of S$1.00: RMB 4.89) with the Entrusted Management Agreements and RMB 7.25 billion (equivalent to approximately S$1.48 billion based on an exchange rate of S$1.00: RMB 4.89) without the Entrusted Management Agreements, as at 30 September 2017. The Initial Portfolio consists of the following properties:

(a) Sasseur (Chongqing) Outlets (砂之船 (重慶) 奧特萊斯) (“Chongqing Outlets”) Chongqing Outlets comprises five zones (namely Zones A, B, C, D and E) and 500 car park lots. Zones A to D consist of six floors above ground and one floor underground while Zone E consists of two floors above ground. Chongqing Outlets was designed and built to reflect an Italian architectural style, with carefully selected decorations such as fountains and floral designs, reflecting the Sponsor’s core value of “art inspired commerce”.

Chongqing Outlets commenced operations in September 2008 and has since distinguished itself through an experiential shopping concept which targets middle and upper class consumers with higher disposable incomes. In addition to retail tenants whose products include apparel, shoes, bags, and suitcases, Chongqing Outlets houses a cinema, children recreational facilities as well as an array of restaurants. As at 30 September 2017, Chongqing Outlets features 414 stores, carrying approximately 600 brands, including a number of popular and international luxury brands, such as Gucci, Ermenegildo Zegna,Salvatore Ferragamo, Hugo Boss, Max Mara, Bally, Armani, Coach and Michael Kors.

(b) Sasseur (Bishan) Outlets (砂之船(璧山)奧特萊斯) (“Bishan Outlets”)

Bishan Outlets is located in the Bishan District (璧山區) of Chongqing (重慶市) in the PRC and comprises three zones (namely Zones A, B and C) with four floors above ground and two floors underground in both Zones A and B, and three floors above ground and one floor underground in Zone C. It commenced operations in October 2014 and has 400 car park lots. The architectural style of Bishan Outlets was inspired by ancient Roman architecture and Italian towns, exuding an artistic influence. Bishan Outlets was designed to be a one-stop shopping destination in the Bishan and West Chongqing areas, combining retail shopping with entertainment, food, education and leisure.

As part of the “Super Outlet” business model 2 adopted by the Sponsor, Bishan Outlets features (i) a “Super Children’s Centre” (which features retail stores offering a selection of infant and children’s clothing labels, an early childhood education centre, an enrichment centre, a children’s playground, a children’s photography centre and a children’s theatre) and (ii) a “Super Sports Hall” (which houses the outlet stores of sports brands such as Nike, Adidas and Le Coq Sportif and also features a fitness centre). In addition to the foregoing,there are several pubs and bars found in Bishan Outlets and Bishan Outlets is poised to be a trendy meeting point for the young. As at 30 September 2017, Bishan Outlets features 213 stores carrying approximately 350 brands, including a wide selection of popular domestic brands as well as luxury brands such as Calvin Klein.

(c) Sasseur (Hefei) Outlets (砂之船(合肥)奧特萊斯) (“Hefei Outlets”)

Hefei Outlets consists of four floors above ground and one floor underground in Zone A, five floors above ground and one floor underground in Zone B, and 1,566 car park lots. It commenced operations in May 2016 and is located in the High-Tech Industrial Development Zone, which is one of the PRC’s national high-tech industrial development zones. Hefei Outlets caters to middle class consumers by offering a wide range of entertainment choices as well as luxury brand stores. According to the Independent Market Research Consultant, Hefei Outlets also features one of the largest cinemas in east China and the first five-star cinema in Hefei under the UME cinema chain, with 17 cinemas equipped with state-of-the-art audio and visual systems and more than 2,500 seats. As at 30 September 2017, Hefei Outlets features 283 stores carrying approximately 450 brands, including Coach,Giorgio Armani and Givenchy.

(d) Sasseur (Kunming) Outlets (砂之船(昆明)奧特萊斯) (“Kunming Outlets”)

Kunming Outlets comprises two buildings, namely Building 1 and Building 2A, and has 2,000 car park lots. Building 1 has four floors above ground and three floors underground, and Building 2A has five floors above ground and two floors underground. Kunming Outlets offers a wide array of retail options including outlet mall shopping, healthcare services, entertainment and cultural facilities, thereby providing its customers with a comprehensive lifestyle and entertainment experience intended to promote retail spending and enhance customer loyalty. It commenced operations in December 2016 and according to the Independent Market Research Consultant, it is the largest outlet mall (in terms of GFA) in the Yunnan Province. Kunming Outlets is targeted at middle class consumers, catering to their growing preference for luxury brands such as Burberry. Kunming Outlets also carries popular domestic brands to cater to a wide customer base. As at 30 September 2017, it features 209 stores carrying approximately 350 brands,

2、The manage and corporate governance

I．The Manager

The Manager, Sasseur Asset Management Pte. Ltd., was incorporated in Singapore under the Companies Act on 15 March 2017. As at the date of this Prospectus, it has an issued and paid up capital of S$1.0 million. Its registered office is 80 Robinson Road, #02-00, Singapore 068898 and place of business is 9 Temasek Boulevard, Suntec Tower Two, #09-02A, Singapore 038989. Its telephone and facsimile numbers are (+65) 6255 2953 and (+65) 6873 0930, respectively. The Manager is an indirect wholly-owned subsidiary of the Sponsor.

The Manager has been issued a CMS Licence pursuant to the SFA on 19 March 2018 and is regulated by the MAS.

II．Management Fees

The Manager is entitled under the Trust Deed to the following management fees:

• base fee at the rate of 10.0% per annum of the Distributable Income; and

• performance fee at the rate of 25.0% of the difference in DPU in a financial year with the DPU in the preceding full financial year (calculated before accounting for the Performance Fee but after accounting for the Base Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year

III. The trustee 

The trustee of Sasseur REIT is DBS Trustee Limited. The Trustee is a company incorporated in Singapore and registered as a trust company under the Trust Companies Act, Chapter 336 of Singapore. It is approved to act as a trustee for authorised collective investment schemes under Section 289(1) of the SFA and is regulated by the MAS. As at the Latest Practicable Date, theTrustee has a paid-up capital of S$2.5 million. The Trustee’s registered address is 12 Marina Boulevard, Marina Bay Financial Centre Tower 3, Singapore 018982.

IIII．Trustee’s fee

The Trustee’s fees shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The Trustee’s fee is accrued daily and paid monthly in arrears in accordance with the Trust Deed.

The actual fee payable within the permitted limit will be determined between the Manager and the Trustee from time to time. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000.

3、Issue Expense

The estimated amount of expenses payable in relation to the Offering and the issuance of the Cornerstone Units include the Underwriting and Selling Commission, professional and other fees and all other incidental expenses in relation to the Offering and the issuance of the Cornerstone Units, and will be approximately S$54.3 million, which will be borne by Sasseur REIT.

A breakdown of these estimated expenses is as follows：

Part two：Structure of SASSEUR Retail REIT

Notes:

(1) The Sponsor is a controlling Unitholder of Sasseur REIT as at the Listing Date through its 100.0% interest in Sasseur Cayman II Holding Ltd. (“Cayman Holdco”), which in turn owns approximately 55% (assuming the Over-Allotment Option is exercised in full) to approximately 58% (assuming the Over-Allotment Option is not exercised) of the Units as at the Listing Date.

(2) The Manager is wholly-owned by Cayman Holdco, which is an indirect wholly-owned subsidiary of the Sponsor.

(3) 60.0% of the interests in each of Chongqing West Outlets Brand Discount Commercial Co., Ltd. and Shanghai Pacific Rehouse Service Chongqing Co., Ltd. (collectively, the “Associated Companies”) is held by Shanghai Pacific Rehouse Service Co., Ltd., an independent third party unrelated to the Sponsor Group. The Associated Companies have commenced voluntary winding up from 12 December 2017 onwards.