Ownership of Special Purpose Vehicles. 10.5.1 The Trust may legally and beneficially acquire and own the issued share capital of any corporations or companies incorporated in or outside Hong Kong (PROVIDED THAT, as and to the extent required by the REIT Code, such corporations or companies are incorporated or redomiciled in jurisdictions which, in the opinion of the Manager, have established laws and corporate governance standards which are commensurate with those observed by companies incorporated in Hong Kong) if the Manager considers it necessary or desirable for the Trust to incorporate or acquire an entity whose primary purpose is to hold or own (directly or indirectly through another entity) Real Estate or arrange financing for the Trust or to hold other entities incorporated or acquired for such purpose (any such entity, a “Special Purpose Vehicle”) in which event the Manager shall instruct the Trustee to, and the Trustee shall accordingly directly or through a Special Purpose Vehicle subscribe or acquire by transfer on behalf of the Trust a Special Purpose Vehicle PROVIDED THAT (i) the Special Purpose Vehicle is wholly-owned by the Trust, or the Trust has majority ownership and control of such Special Purpose Vehicle and in the reasonable opinion of the Manager there are sufficient and proper safeguards in the relevant shareholders’ agreement relating to the Special Purpose Vehicle to address the risks arising from the non-wholly owned structure, and (ii) such investment is not in conflict with this Deed, the REIT Code or other applicable law.
Ownership of Special Purpose Vehicles. 10.4.1 The Trust may beneficially own all or part of the issued share capital of or (as the case may be) all or part of the issued units or interests in a Special Purpose Vehicle by incorporating a Special Purpose Vehicle or acquiring shares, units or (as the case may be) interests in a Special Purpose Vehicle if the Manager considers it necessary or desirable for the Trust (in which event the Manager shall instruct the Trustee to incorporate or acquire accordingly). For the purpose of this Clause 10.4.1, Investments of the Trust which are held in any Special Purpose Vehicle shall be deemed to be held or (as the case may be) made directly by the Trustee for the Trust. The Manager or its agents shall manage the assets held by any such Special Purpose Vehicle (as provided in Clause 10.4.2) and the Trustee shall have ultimate control over the objective and management of the Special Purpose Vehicle (as provided in Clause 10.4.3). For the avoidance of doubt, the requirements of this Clause 10.4.1 shall only apply subject to overriding contractual obligations in the case of an Investment by the Trust as joint owner. Where the Trust holds its Investments through one or more Special Purpose Vehicles, “Deposited Property” shall include (i) if the Trust’s interest in the assets of the relevant Special Purpose Vehicle is more than 50.0%, all the assets of the relevant Special Purpose Vehicle and (ii) if the Trust’s interest in the assets of the relevant Special Purpose Vehicle is 50.0% or less, all the assets of the relevant Special Purpose Vehicle, pro-rated, if applicable, to the proportion of the Trust’s interest in the relevant Special Purpose Vehicle.
