Addition in Clause 28.2 Fees and Expenses Collected from the Property Fund  

(8.27) Fees and expenses in connection with the conversion of Crystal Retail Growth Leasehold Property Fund into Bualuang K.E. Retail Leasehold Real Estate Investment Trust such as fees for the registration of leasehold of properties transferred to REIT, the liquidation and dissolution of the property fund.

(8.28) Fees and expenses in connection with the study and the initial investment for the assets that are transferred from Crystal Retail Growth Leasehold Property Fund to Bualuang K.E. Retail Leasehold Real Estate Investment Trust, which are legal consultation fees for due diligence, expenses for immovable properties appraisers and expenses for engineering inspection.

If the amendment of scheme or the method of the management of the property fund was conducted by the majority resolution of the unitholders which the majority of votes was calculated from the total number of investment units of the unitholders who attended the meeting and had the right to vote,⁽¹⁾ the Management Company will notify the Office of the Securities and Exchange Commission within 15 days from the date that the amendment resolution has been passed or within 15 days from the date of acknowledgement of result of the unitholders’ resolution in case that the request for resolution was conducted by dispatching the letter seeking the votes to the unitholders.

⁽¹⁾To be in compliance with the provisions of the Securities and Exchange Act (No.6), B.E. 2562 which came into force on 17 April 2019.  

35.6 When there is a conversion of the Crystal Retail Growth Leasehold Property Fund into Bualuang K.E. Retail Leasehold Real Estate Investment Trust.

The transfer of properties and obligations of property fund to Bualuang K.E. Retail Leasehold Real Estate Investment Trust

When the settlor of REIT receives approval to issue and offer the trust units for sale from the Office of the Securities and Exchange Commission, the settlor will issue and offer for sale trust units of Bualuang K.E. Retail Leasehold Real Estate Investment Trust in exchange for properties and obligations of Crystal Retail Growth Leasehold Property Fund composed of rights and duties under the contracts that Crystal Retail Growth Leasehold Property Fund is a party to at present, including immovable properties and movable properties that Crystal Retail Growth Leasehold Property Fund invests in at present which are 2 projects, the Crystal Project and CDC Crystal Design Center Project, including all contracts that Crystal Retail Growth Leasehold Property Fund entered into to acquire benefits from investment properties and are still binding on Crystal Retail Growth Leasehold Property Fund which will be transferred to Bualuang K.E. Retail Leasehold Real Estate Investment Trust through entering into the novation agreements.

The value of trust units, Bualuang K.E. Retail Leasehold Real Estate Investment Trust that Bualuang K.E. Retail Leasehold Real Estate Investment Trust will receive are in accordance with Net Asset Value (NAV) of Crystal Retail Growth Leasehold Property Fund that received the latest confirmation from the trustee before the transfer of properties to Bualuang K.E. Retail Leasehold Real Estate Investment Trust. The assets and obligations of Crystal Retail Growth Leasehold Property Fund that will be transferred to Bualuang K.E. Retail Leasehold Real Estate Investment Trust shall not include the following items:

1. properties or money reserved for the repayment of debts;
2. dividends or average return from the reduction of registered capital of Crystal Retail Growth Leasehold Property Fund that have not been paid to the unitholders or persons entitled to receive such money;
3. fees and expenses in connection with the dissolution of the Crystal Retail Growth Leasehold Property Fund and the liquidation of Crystal Retail Growth Leasehold Property Fund.

If there is a conversion of the Crystal Retail Growth Leasehold Property Fund to Bualuang K.E. Retail Leasehold Real Estate Investment Trust, the Management Company will take action to dissolve the property fund and liquidate. In the process of liquidation, the liquidator will allocate the trust units of Bualuang K.E. Retail Leasehold Real Estate Investment Trust to unitholders of the property fund whose names appear in the book of unitholders' register on the day that determine the rights to swap investment units and trust units (which will be specified and announced later) (the unitholders entitled to receive the swap of investment units to trust units will become the unitholders in Bualuang K.E. Retail Leasehold Real Estate Investment Trust after receiving a share of trust units of Bualuang K.E. Retail Leasehold Real Estate Investment Trust from liquidator but may not be the unitholders that can attend a meeting to approve the conversion of the status and the first additional investment in properties).

The swap ratio of the investment units of the property fund and trust units of Bualuang K.E. Retail Leasehold Real Estate Investment Trust that will be received by the unitholders of the property fund is 1 investment unit per 1 trust unit. In the swap of such investment units, there will be no purchase of investment units of the property fund from the unitholders who attended the 2019 Annual General meeting of the Unitholders of the property fund and voted against the conversion.

The liquidator and/or the Management Company will request the delisting of investment units of Crystal Retail Growth Leasehold Property Fund from being registered as listed securities on the Stock Exchange of Thailand. The REIT Manager will take action for the conversion of trust units of Bualuang K.E. Retail Leasehold Real Estate Investment Trust to be listed securities in the Stock Exchange of Thailand.           

The liquidator will take action to liquidate the Crystal Retail Growth Leasehold Property Fund to be completed within 90 days from the day of the dissolution of the Crystal Retail Growth Leasehold Property Fund unless waiver is granted by the Office of the Securities and Exchange Commission in the event that is necessary and appropriate. The liquidator will lodge an application for the dissolution of the property fund including submitting the report and the result of liquidation to the Office of the Securities and Exchange Commission within 30 days from the day that the liquidation is completed.