CROMWELL PROPERTY GROUP — Major Shareholding Notification 2018

Mar 18, 2018

Form 603 Corporations Act 2001

Section 6718

Notice of initial substantial holder

To Company Name/Scheme	Cromwell Corporation Limited ACN 001 056 980 (Company) and Cromwell Property Securities Limited ACN 079 147 809 as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598 (Trust)
ACN/ARSN	See above
1. Details of substantial holder (1)
Name	The notice is given by Haiyi Holdings Pte. Ltd. (Reg No: 200308500M) (Haiyi), each entity listed in Part 1 of Annexure A (Haiyi Group), SingHaiyi Group Ltd (Reg No: 198803164K) (SingHaiyi), each entity listed in Part 2 of Annexure A (SingHaiyi Group), Mr Tang Gordon (also known as Tang Yigang) (Gordon Tang) and Mrs Celine Tang (also known as Chen Huaidan) (Celine Tang)
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	15/12/2017

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
One fully paid ordinary share in the Company stapled to a fully paid ordinary unit in the Trust (Stapled Security)	175,052,515	175,05Z515	8.83% (based on 1,981,637,716 Stapled Securities on issue at 9 March 2018)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
The persons listed in item 1	Relevant interests under sections 608(1), 608(3) and 12(2)(a) of the Corporations Act 2001 (Cth) respectively arising from the subscription of Stapled Securities by Haiyi and SingHaiyi under a placement agreement dated 11 December 2017 (the material details of which were announced to ASX by the Company on 11 December 2017). A copy of the placement agreement is attached as Annexure B.	175,052,515 Stapled Securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in Item 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
The persons listed in item 1	Haiyi	Haiyi	114,052,515 Stapled Securities
The persons listed in item 1	SingHaiyi	SingHaiyi	61,000,000 Stapled Securities

5. Consideration

The consideration paid for each relevant interest referred to in Item 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Class and number Consideration (9) of securities
		Cash	Non-cash
The persons listed in item 1	15 December 2017	\$169,643,393		175,052,515 Stapled Securities

6. Associates

The reasons the persons named in Item 1 above are associates of the substantialholder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Haiyi, Haiyi Group, SingHaiyi, SingHaiyi Group, Gordon Tang and Celine Tang	Haiyi, Haiyi Group, SingHaiyi, SingHaiyi Group, Gordon Tang and Celine Tang are associates of each other person listed in Item 1 by virtue of section 12(2)(a) of the Corporations Act 2001 (Cth)

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Gordon Tang and Celine Tang	2 Cove Grove, Singapore 098180
Haiyi and Haiyi Group (except for SingHaiyi)	6 Shenton Way, #46-00 OUE Downtown 1, Singapore 068809
SingHaiyi and SingHaiyi Group	6 Shenton Way, #45-01 OUE Downtown 1, Singapore 068809

Signature

	print name Celine Tang	capacity	As authorised representative of the persons listed in item 1
sign here		date	I March 2018

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "assoc ate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevantinterest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6716(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'

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(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Cromwell Corporation Limited ACN 001 056 980 and Cromwell Property Securities Limited ACN 079 147 809 as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598

Annexure A

This is Annexure A of 2 pages referred to in the Form 603 Notice of initial substantial holder

• 1. Atbara Holdings Pte Ltd (Reg No: 198000976D)
• 1. Haiyi Sea Sports Centre Pte Ltd (Reg No: 201604049Z)
• 1. Haiyi Wealth Pte Ltd (Reg No: 201538675W)
• 1. Haiyi Properties Pte Ltd (Reg No: 201316624G)
• 1. SingHaiyi Group Ltd (Reg No: 198803164K)

Part 2 - SingHaiyi Group

• 1. Anchorvale Residences Pte. Ltd. (Reg No: 201404770N)
• 1. Angel Investment Management Pte. Ltd. (Reg No: 201212597E)
• 1. Charlton Residences Pte. Ltd. (Reg No: 201013752W)
• 1. Corporate Bridge International Pte. Ltd (Reg No: 200413278E)
• 1. Corporate Bridge Pte. Ltd. (Reg No: 200309887K)
• 1. Corporate Residence Pte. Ltd. (Reg No: 200502820K)
• 1. Phoenix 99 Pte. Ltd. (Reg No: 201429327G)
• 1. Phoenix Real Estate Pte. Ltd. (Reg No: 201304977R)
• 1. SingHaiyi Capital Pte. Ltd. (Reg No: 200611077Z)
• 1. Sing-Haiyi Crystal Pte. Ltd. (Reg No: 201733655W)
• 1. SingHaiyi Development Pte. Ltd. (Reg No: 200602514C)
• 1. Sing-Haiyi Gold Pte. Ltd. (Reg No: 201732272R)
• 1. SingHaiyi Huajiang Amber Pte. Ltd. (Reg No: 201733651N)
• 1. SingHaiyi Huajiang Sun Pte. Ltd. (Reg No: 201727442K)
• 1. SingHayi Huajiang Investment Pte. Ltd. (Reg No: 201726389G)
• 1. SingHaiyi Investments Pte. Ltd. (Reg No: 201538640E)
• 1. SingHaiyi Land Pte. Ltd. (Reg No: 201304984R)
• 1. SingHaiyi Properties Pte. Ltd. (Reg No: 200416883Z)
• 1. SingHaiyi Realtors Pte. Ltd. (Reg No: 200401665G)
• 1. SingHaiyi Realty Pte. Ltd. (Reg No: 201733649H)
• 1. SingHaiyi Travel Holdings Pte. Ltd. (Reg No: 20041662N)

ME_145573991_3

• 1. SingXpress Kaylim Pte. Ltd. (Reg No: 201113582K)
• 1. SingXpress Land (Pasir Ris) Pte. Ltd. (Reg No: 2011025880)
• 1. SingXpress Property Development Pte. Ltd. (Reg No: 201211106E)
• 1. SXL Model Productions Pte. Ltd. (Reg No: 200406494G)

Corporation Limited ACN 001 056 980 and Cromwell Property Securities Limited ACN 079 147 809 as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598

Annexure B— Placement Agreement

This is Annexure B of 20 pages referred to in the Form 603 Notice of initial substantial holder

	print name Celine Tang	capacity	As authorised representative of the persons listed in item 1
sign here		date	March 2018

ME_145573991_3

11 December 2017

Haiyi Holdings Pte. Ltd 6 Shenton Way #46-01 OUE Downtown 1 Singapore 068809

Singhaiyi Group Ltd 6 Shenton Way #45-01 OUE Downtown 1 Singapore 068809

Placement agreement

Cromwell Property Group (comprising Cromwell Corporation Limited ACN 001 056 980 (CCL) and Cromwell Property Securities Limited ACN 079 147 809 (CPSL) as responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598 (CDPT and, CCL and CPSL together, the Issuers) (Cromwell) is undertaking a capital raising as described in this agreement.

Haiyi Holdings Pte. Ltd (Haiyi) and Singhaiyi Group Ltd (Singhaiyi) (each a Placee and together, the Placees) have agreed to subscribe for new Cromwell stapled securities (each comprising one fully paid ordinary share issued in CCL (Shares) stapled to one fully paid ordinary unit issued in CDPT (Units)) (New Securities), on the terms, and subject to the conditions, set out in this agreement. Unless otherwise defined, capitalised terms appearing in this agreement have the meanings given to them in the timetable in Schedule 1 (Timetable). All dates and times are references to the date and time in Sydney, Australia.

Details of the capital raising $\mathbf{1}$ .

• Cromwell proposes to raise A\$169,643,393.00 by way of an institutional placement offer of New $(a)$ Securities for issue at A\$0.9691 per New Security (Issue Price) to the Placees (Placement).
• $(b)$ The Placement will be structured as follows:
• $(i)$ Haiyi will subscribe for 114,052,515 New Securities; and
• $(ii)$ Singhaiyi will subscribe for 61,000,000 New Securities.
• The New Securities will: $(c)$
• $(i)$ rank for and be entitled to distributions from Cromwell for the quarter ending 31 December 2017 pro rata to the number of days the New Securities have been on issue during the quarter; and
• $(ii)$ rank equally in all respect with other existing Cromwell stapled securities after 31 December 2017.
• $(d)$ Cromwell acknowledges and confirms that the Placement Securities are to be issued within Cromwell's 15% placement capacity under ASX Listing Rule 7.1 and no disclosure document will be lodged or issued in relation to the Placement.

Conduct of the Placement $\overline{2}$ .

• $(a)$ The Issuers must conduct the Placement in accordance with the Timetable, their constituent documents, the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules and any other applicable laws.
• $(b)$ The Placees undertake to the Issuers that by 9.00am on the business day (as defined in the ASX Listing Rules) prior to the Settlement Date, the Placees will, in their respective proportions under clause 1(b), electronically transfer A\$169,643,393.00, being the sum equal to the total number of Placement Securities multiplied by the Issue Price, to the Issuers' following nominated account:

Bank:	Westpac Banking Corporation
Account Name:	CPSL Cromwell Application S1017 Trust Account
BSB:	034-002
Account Number:	842303
SWIFT:	WPACAU2S

$(c)$ The Issuers undertake to use the proceeds of the Placement only for the repayment of short term debt associated with Cromwell's investment in the Cromwell European REIT and for general corporate purposes.

3. Subscription, allotment and quotation

$3.1$ Subscription for Placement Securities

Each Placee must subscribe for its respective proportion of Placement Securities under the Placement and pay to, or in accordance with the direction of, the Issuers the Issue Price for each such Placement Security and otherwise in accordance with clause 2(b). In this agreement, Placement Securities means the number of New Securities equal to A\$169,643,393.00 divided by the Issue Price, provided that at no time can a Placee's (and together with its associates) interest in Cromwell equal to or exceed 10%. In this clause 3.1, the terms 'associate' and 'interest' shall have the meanings given to them in the Foreign Acquisitions and Takeovers Regulation 2015.

$3.2$ Allotment

Provided the payment referred to in clause 3.1 has been received by Cromwell, then on the Settlement Date, the Issuers must take all necessary and appropriate steps to issue and allot the Placement Securities to the Placees in their respective proportions no later than 5.00pm on the Allotment Date. CPSL acknowledges that this agreement constitutes an application for the Placement Securities in a form specified by CPSL for the purposes of clause 3.7 of the CDPT constitution.

$3.3$ Quotation

As soon as practicable after the Settlement Date but in any event no later than one business day after the Settlement Date, Cromwell must apply for and use its best endeavours to obtain quotation of the Placement Securities by the Australian Securities Exchange (ASX).

$3.4$ Cleansing notice

As soon as practicable after the Settlement Date but in any event no later than one business day after the Settlement Date, Cromwell must provide ASX with a cleansing notice in relation to the Placement Securities in accordance with sections 708A(5)(e) and 1012DA(5)(e) of the Corporations Act which complies with sections 708A(6) and 1012DA(6) of the Corporations Act.

$3.5$ Constitution

On issue of the Placement Securities, the Placee agrees to be bound by the CCL constitution and the CDPT constitution.

$3.6$ FIRB Application

• If, for any reason, a Placee or one of its related bodies corporate makes an application for $(a)$ approval under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) in relation to the Placement Securities (FIRB Application), the Placee (for itself or on behalf of its related body corporate) agrees to consult with Cromwell in relation to the FIRB Application and provide a copy of the FIRB Application to Cromwell.
• Each Placee (for itself and on behalf of its related bodies corporate as applicable) acknowledges $(b)$ that Cromwell may use or refer to the FIRB Application in Cromwell's application for approval or notification given under the FATA.
• $(c)$ Subject to clause 3.6(b). Cromwell shall comply with clause 10 in respect of the FIRB Application, which shall be confidential for the purposes of that clause.

Standstill $\overline{4}$

• Each Placee must not sell, assign, transfer, alienate the right to exercise the vote attached to, $(a)$ decrease the economic interest in, create a trust or option over or otherwise dispose (Disposal) of the Placement Securities, or agree to do so, for a period of at least 12 months from the Allotment Date (Standstill Arrangement).
• $(b)$ Clause 4(a) does not apply if the Disposal occurs:
• as a result of a takeover offer or scheme of arrangement or trust scheme or analogous $(i)$ arrangement in respect of Cromwell (provided that such disposal complies with applicable laws); or
• $(ii)$ as a result of a Placee being required to do so by any applicable law; or
• with the consent of the Issuers (which they may grant or withhold in their absolute $(iii)$ discretion).
• If a Placee Disposes of the Placement Securities to any party (Transferee) under clause 4(b), the $(c)$ Transferee will assume the rights and obligations of this agreement from the date of the Disposal.

Participation right 5.

$5.1$ Definitions

In this clause 5:

Future Placement means any institutional placement of Cromwell stapled securities after the Allotment Date, but excludes:

• $(i)$ any offer or issue of Cromwell stapled securities associated with that institutional placement under or in connection with:
• a pro rata issue (as defined in the ASX Listing Rules) of Cromwell stapled $(A)$ securities;
• $(B)$ a security purchase plan (as defined in the ASX Listing Rules);

• $(C)$ a distribution reinvestment plan; or

• $(D)$ a conversion (includes exercise) of convertible securities (as defined in the ASX Listing Rules); or

• $(ii)$ any offer or issue of Cromwell stapled securities for a non-cash consideration or for a consideration containing a non-cash element in an acquisition of assets, provided that if the consideration is only partially satisfied in Cromwell stapled securities and the remaining cash consideration is to be raised by means of any institutional placement of Cromwell stapled securities (Partial Equity Fund Raising), this Partial Equity Fund Raising shall be included in a Future Placement.

Proportional Holding means, at any given time, the proportion the number of Cromwell stapled securities held by the Placee and its related bodies corporate (as defined in the Corporations Act) bears to the total number of Cromwell stapled securities on issue at that time.

$5.2$ Duration of participation right

• $(a)$ This clause 5 only applies while the Placees and their related bodies corporate (together, the Placee Parties) hold in aggregate:
• at least 9.0% of the Cromwell stapled securities on issue immediately prior to the offer of $(i)$ Cromwell stapled securities in a Future Placement; or
• $(ii)$ such lesser percentage holding of Cromwell stapled securities immediately prior to the offer of Cromwell stapled securities under the Future Placement, as Cromwell agrees in its absolute discretion if the Placee Parties' holding of Cromwell stapled securities decreases below 9.0% as a result of pro rata issues, security purchase plans and/or distribution reinvestment plans. If Cromwell agrees that a lesser percentage holding applies for the purposes of this clause 5, it will notify the Placee Parties as soon as practicable,

and provided that a Placee (and together with its associates) does not hold an interest in Cromwell stapled securities that, by itself, prevents CDPT from qualifying as a Managed Investment Trust for a particular year of income as defined in Division 275 of the Income Tax Assessment Act 1997.

5.3 Right to participate

• Subject to this clause 5.3 Cromwell will ensure the Placees are provided an opportunity to $(a)$ participate in the Future Placement by offering to the Placees the number of Cromwell stapled securities determined in accordance with clause 5.4. For the avoidance of doubt, nothing herein shall oblige the Placees to participate in the Future Placement.
• $(b)$ Any offer of Cromwell stapled securities under this clause 5.3 is conditional on:
• securityholder approval being obtained by Cromwell, if necessary under any applicable $(i)$ law or the ASX Listing Rules for the issue of the Cromwell stapled securities; and
• $(iii)$ all regulatory approvals (including approval from the Foreign Investment Review Board) which are necessary for the issue and acquisition by the Placee of the Cromwell stapled securities being obtained by the relevant party.
• $(c)$ Each party to this agreement will use its best endeavours to ensure that any approvals (including securityholder approval) under clause 5.3(b) above are obtained.
• $(d)$ If Cromwell is restrained from taking any actions to make any offer or issue in connection with this clause 5.3 by any applicable law or the ASX Listing Rules (including as a result of a change of law or rule). Cromwell is not required to offer or issue any stapled securities to the Placee Parties.

• $(e)$ The Cromwell stapled securities offered to the Placees under this clause 5.3 will:

• $(i)$ be subject to the Standstill Arrangement set out in clause 4 for the unexpired portion of the 12 month period, if the offer is made within the 12 month period from the Allotment Date; and

• $(ii)$ otherwise be on the same terms and conditions as offers of Cromwell stapled securities to other investors or securityholders under the Future Placement.

$5.4$ Number of Cromwell stapled securities

The number of Cromwell stapled securities to be offered to the Placees under clause 5.3 is the number of Cromwell stapled securities which would need to be issued to the Placees so that their respective Proportional Holding immediately after the Future Placement is equal to their respective Proportional Holding immediately prior to the Future Placement.

$5.5$ Insider trading restrictions

• $(a)$ The Placees acknowledge that by ensuring they are provided an opportunity to participate in a Future Placement, Cromwell may disclose to the Placees information which is inside information (as defined in the Corporations Act) (Cromwell Insider Information). To the extent that inside information is, or may be, received by the Placees, they confirm they are aware of and will take all reasonable steps to ensure that Division 3, Part 7.10 of the Corporations Act and any related regulations or other legislation prohibiting disclosure of Cromwell Insider Information which may be in force from time to time are not breached.
• Having regard to the Cromwell Insider Information that may be in the Placees' possession, the $(b)$ Placees undertake that they will not:
• deal in any securities or do any other acts in such a way as to breach any laws or $(i)$ regulations relating to insider dealing, including Division 3, Part 7.10 of the Corporations Act: or
• $(ii)$ act in any way that would cause Cromwell or its related bodies corporate to be in breach of such laws or regulations.
• $(c)$ The obligations of the Placees in clause 5.5 are independent and survive termination of this agreement under clause 11.

6. Future capital raisings

The parties acknowledge that:

• $(a)$ each Placee intends to take up its full entitlement under any pro rata issue within 12 months from the date of this agreement; and
• Cromwell is under no obligation to undertake any pro rata issue and this clause 6 shall only apply $(b)$ if a pro rata issue proceeds within 12 months from the date of this agreement.

$7₁$ Warranties

• $(a)$ By entering into this agreement, each Placee makes the representations and warranties contained in schedule 2 for the benefit of Cromwell.
• By entering into this agreement, the Issuers make the representations and warranties contained in $(b)$ schedule 3 for the benefit of the Placee.
• Cromwell acknowledges and agrees that any claim by Cromwell for breach by a Placee of any of $(c)$ its representations and warranties may only be pursued against the relevant Placee on a several liability basis, not on a joint liability basis or a joint and several liability basis.

8. Announcements

• $(a)$ The Placees acknowledge Cromwell will be required to make an announcement to the ASX in relation to the Placement in accordance with the ASX Listing Rules.
• $(b)$ Cromwell will consult with the Placees about the timing and content of the announcement in clause 8(a) above within a reasonable time before any such announcement is required to be made.
• $(c)$ If a Placee or its related bodies corporate are required to make an announcement in relation to the Placement in accordance with the rules of a securities exchange, the Placee will consult with Cromwell about the timing and terms of that announcement within a reasonable time before any such announcement is required to be made.

Notification 9.

For so long as a Placee holds any Cromwell stapled securities, the Placee undertakes to:

• notify Cromwell immediately if it becomes aware of: and $(a)$
• $(b)$ subject to applicable law, the rules of any relevant securities exchange and any confidentiality or other contractual obligations, use its best endeavours to notify Cromwell immediately if it becomes aware of any circumstances which are reasonably likely to result in.

a foreign resident individual, meaning an individual that is a foreign resident for the purpose of Australian tax law, directly or indirectly (through any interposed entities):

• $(c)$ holding, or having the right to acquire. Cromwell stapled securities representing 10% or more of the value of the interests in Cromwell; or
• $(d)$ having control of, or the ability to control, 10% or more of the rights attaching to the Cromwell stapled securities; or
• $(e)$ having the right to receive 10% or more of any distributions of income that Cromwell may make.

Confidentiality $10.$

All information exchanged between the parties under or in connection with this agreement is confidential and may not be disclosed to any person except:

• $(a)$ to officers, employees, advisers, auditors other consultants of the relevant party or its related bodies corporate requiring the information for the purposes of this agreement; or
• $(b)$ with the prior written consent of the other party; or
• $(c)$ if required by any applicable law, securities exchange or regulatory authority; or
• $(d)$ if required in connection with legal proceedings relating to this agreement or the transactions contemplated by this agreement.

$11₁$ Termination

Termination by the Placees $11.1$

This agreement may be terminated by the Placees at any time before the Placement Securities are allotted under clause 3.2 if:

• an insolvency event occurs in relation to Cromwell, where insolvency event means: $(a)$

• $(i)$ that person is insolvent within the meaning of section 95A of the Corporations Act;

• $(ii)$ an order is made or a resolution is passed for the winding up or dissolution of that person;

• $(iii)$ a receiver or receiver and manager, trustee in bankruptcy, administrator or similar officer is appointed to all or any part of the assets or undertaking of that person;
• $(iv)$ an application (that is not withdrawn or dismissed within 21 days after being made) is made to a court for an order, or an order is made, or a meeting is convened or a resolution is passed for the purpose of appointing a person referred to in sub-paragraph (iii) of this definition to that person or for the winding up of that person:
• $(v)$ that person is unable or deemed to be unable to pay its debts; or
• any analogous event to items (i) to (iii) of this definition occurs other than as part of $(vi)$ solvent reconstruction, amalgamation, merger or consolidation.
• $(b)$ Cromwell is in material breach of its obligations under this agreement (including a material breach of any of the warranties set out in schedule 3); or
• $(c)$ the Cromwell stapled securities cease to be quoted on the ASX or the ASX announces that Cromwell or its stapled securities will be delisted, removed from quotation or withdrawn from admission to trading status.

11.2 Termination by Cromwell

This agreement may be terminated by Cromwell at any time before the Placement Securities are allotted under clause 3.2 if:

• $(a)$ an insolvency event occurs in relation to a Placee, where insolvency event has the meaning in clause 11.1(a) above: or
• $(b)$ a Placee is in material breach of its obligations under this agreement (including a material breach of any of the warranties set out in schedule 2).

$11.3$ Effect of termination

If this agreement is terminated under clause 11.1 or 11.2 then, in addition to other rights, powers or remedies provided by law:

• each party is released from its obligations under this agreement other than clauses 10 and 5.5; $(a)$
• $(b)$ each party retains the rights it has against any other party in connection with any breach or claim that has arisen before termination: and
• the Placee must return to Cromwell all documents and other materials in any medium in its $(c)$ possession, power or control which contain information received from or on behalf of Cromwell.

$12₁$ Costs and stamp duty

$12.1$ Costs and expenses

Each party agrees to pay its own legal and other costs and expenses in connection with the negotiation, preparation, execution and completion of this agreement, except for stamp duty.

12.2 Stamp duty

The Placees agree to pay all stamp duty (including fines and penalties) which is chargeable, payable or assessed under any applicable law in relation to this agreement and the issue of the Placement Securities to the Placee

$13.$ General

$13.1$ Limitation of the responsible entity's liability

• $(a)$ CPSL enters into this agreement only in its capacity as responsible entity of CDPT and in no other capacity. A liability arising under or in connection with this agreement can only be enforced against CPSL only to the extent to which it can be satisfied out of the property of CDPT for which CPSL is actually indemnified. This limitation of CPSL's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of CPSL under this agreement. The Placee waives and releases CPSL from all other liabilities, including, but not limited to, personal liability.
• $(a)$ The Placees may only sue CPSL in its capacity as responsible entity of CDPT. The Placees may not take any action to seek recourse to any assets held by CPSL in any capacity other than as responsible entity of CDPT, including seek the appointment of a receiver, a liquidator, an administrator or any similar person to CPSL (except in relation to assets of CDPT) or prove in any liquidation, administration or arrangement of or affecting CPSL (except in relation to CDPT).
• $(b)$ This clause 13.1 will not apply to any obligation or liability of CPSL to the extent that it is not satisfied because of a reduction in CPSL's indemnification out of the assets of CDPT as a result of CPSL's fraud, negligence or breach of trust.

$13.2$ Notices

• $(a)$ Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this agreement must be:
• $(i)$ made in writing and signed by the party or the party's attorney or agent; and
• $(iii)$ marked for the person identified in clause 13.2(f) or, if the recipient has notified otherwise. then marked for attention in the way last notified.
• $(b)$ Communication must be:
• $(i)$ left at the address set out or referred to in clause 13.2(f):
• $(ii)$ sent by ordinary prepaid post (airmail if appropriate) to the address set out or referred to in clause 13.2(f) or any other address from time to time advised by a party to the other party;
• $(iii)$ sent by email to the address set out or referred to in clause 13.2(f); or
• $(iv)$ given in any other way permitted by law.

However, if the intended recipient has notified a changed address or email address, then communications must be to that address or email address.

• $(c)$ Communications take effect from the time they are received or taken to be received under clause 13.2(d) (whichever happens first) unless a later time is specified.
• $(d)$ Communications are taken to be received:
• $(i)$ if sent by post, three days after posting (or seven days after posting if sent from one country to another);
• if sent by email: $(ii)$
  • $(A)$ when the sender receives an automated message confirming delivery; or
  • $(B)$ four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

whichever happens first.

• $(e)$ Despite clauses 13.2(c) and 13.2(d), if communications are received or taken to be received under clause 13.2(d) after 5.00pm in the place of receipt or on a non-business day, they are taken to be received at 9.00am on the next business day and take effect from that time unless a later time is specified.
• $(f)$ For the purposes of this clause 13.2, the address of each party to the agreement is set out below.

Name ABN Notice details	Cromwell Corporation Limited 44 001 056 980 Address: Level 19, 200 Mary Street, Brisbane, QLD 4000 Australia Email: lucy.laakso@cromwell.com.au Attention: Company Secretary
Name ABN	Cromwell Property Securities Limited 11 079 147 809
Notice details	Address: Level 19, 200 Mary Street, Brisbane, QLD 4000 Australia Email: lucy.laakso@cromwell.com.au Attention: Company Secretary
Name Notice details	Haiyi Holdings Pte. Ltd Address: 6 Shenton Way, #46-01 OUE Downtown 1, Singapore 068809 Email: charmaine@haiyi.com.sg Attention: Charmaine Wong
Name Notice details	SingHaiyi Group Ltd Address: 6 Shenton Way, #45-01 OUE Downtown 1, Singapore 068809 Email: gregory@singhaiyi.com Attention: Gregory Sim

13.3 Variation and waiver

A provision of this agreement or a right created under it may not be waived or varied except in writing, signed by the party or parties to be bound.

13.4 Severability

If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity of enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

13.5 Entire Agreement

This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

13.6 Counterparts

This agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument and the date on which the last counterpart is executed will be the date of the agreement.

13.7 Governing law

This agreement and the transactions contemplated by this agreement are governed by the law in force in Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.

Executed as an agreement:

Signed by Cromwell Corporation Limited by:

P. unpervios

Director

Khaaloe

Director/Secretary

Signed by

Cromwell Property Securities Limited as responsible entity of the Cromwell Diversified Property Trust

by:

P. Undrewis

defaalge

Director

Director/Secretary

SIGNED by

for and on behalf of

HAIYI HOLDINGS PTE. LTD.

in the presence of:

Witness' signature

Name:

Address:

Executed as an agreement:

Signed by Cromwell Corporation Limited by:

Director

Director/Secretary

Signed by

Cromwell Property Securities Limited as responsible entity of the Cromwell Diversified Property Trust

by:

Director

Director/Secretary

SIGNED by

for and on behalf of

电泛 $\left\langle \bigvee \right\rangle$

HAIYI HOLDINGS PTE. LTD. in the presence of:

Witness' signature

	Name: SIM CHEE WAM
		Address: 416 Simon PLACE Singophe 544852

SIGNED by
for and on behalf of
SINGHAIYI GROUP LTD.
in the presence of: $\frac{1}{2}$
Witness' signature

$\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$

$\bar{\nu}$

$\overline{\phantom{a}}$

	Name: SIM CHEE WAH
	Address: 416 SIMON PLACE Singspie 544852

$\label{eq:4} E^{\pm}$

Schedule 1 - Timetable

Event	Date
Announcement date	11 December 2017
Settlement Date	15 December 2017
Allotment Date	15 December 2017

Schedule 2 - Placees' representations and warranties

Each Placee represents and warrants to Cromwell that each of the following statements is correct and not misleading in any material respect in respect of itself on the date of this agreement and will be correct and not misleading in any material respect in respect of itself on the Settlement Date as if made on each of those dates:

• a) The Placee is a body corporate validly existing under the laws of its place of incorporation or establishment.
• b) The Placee has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement.
• c) The Placee has taken or will take all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement.
• d) The Placee is a person who is offered securities in circumstances that do not need disclosure under the Corporations Act because of subsections 708(8) to 708(12) of the Corporations Act and as a "wholesale client" as defined in sections 761G or 761GA of the Corporations Act.
• The Placee in Singapore: e)
• is an "institutional investor" (as defined the Securities and Futures Act of Singapore (SFA)) or $i.)$ a "relevant person" (as defined in section 275(2) of the SFA);
• will acquire the Placement Securities in accordance with applicable provisions of the SFA; $\mathsf{ii}$ . and
• acknowledges that the offer of the Placement Securities is subject to the restrictions $iii.$ ) (including selling restrictions) set out in section 276 of the SFA.
• The execution, performance and delivery of this agreement and the transactions and obligations it $f$ ) contemplates will not conflict with, or result in any default under, any provision of any judgement, constituent document, law, agreement, instrument or other arrangement to which the Placee (or any of its related bodies corporate as defined in the Corporations Act) is bound, which would materially affect the ability of the Placee to enter into, perform its obligations under or perform any transactions contemplated by this agreement.
• g) No insolvency event has occurred in relation to the Placee (or any of its Related Bodies Corporate) and, to the best of the knowledge of the Placee, no circumstances have arisen as a consequence of which an insolvency event in relation to the Placee may occur. For the purposes of this warranty, insolvency event has the meaning in clause 11.1(a).
• h) The Placement Securities can lawfully be issued to the Placee under all applicable laws (including the laws of Singapore) without the need for any registration, lodgement or other formality (including, without limitation, preparation or lodgement of any prospectus or other disclosure document).
• The Placee is relying on its own examination of Cromwell and this agreement, including, without $i)$ limitation the merits and risks involved, the particular tax consequences of purchasing, owning or disposing of Placement Securities and the warranties and representations made by Cromwell.

• The Placee acknowledges that an investment in the Placement Securities involves risk and confirms $j)$ that the Placee has considered such risk in deciding whether to purchase the Placement Securities.

• k) The Placee acknowledges and agrees that the Placement Securities will be issued with a view that offers for sale of the Placement Securities can be made in reliance on sections 708A and 1012DA of the Corporations Act.

• The Placee has informed itself as to the terms of sections 708A and 1012DA of the Corporations Act. $\vert$ ) In particular, the Placee confirms that it understands that there may be restrictions on the resale of the Placement Securities without a disclosure document within 12 months issue if a placement exemption does not apply or ceases to apply.
• m) Except for liability which cannot by law be excluded, the Placee acknowledges that none of Cromwell or any directors, officers, employees or advisers of Cromwell or any of its respective related bodies corporate will have any liability to the Placee should the Placee not be able to offer for sale the Placement Securities at any time or from time to time in the event that any exemption or relief does not or does not continue to apply to any such offer for sale of the Placement Securities by the Placee.
• n) The Placee has knowledge and experience in financial and business matters and is capable of evaluating the merits, risks and suitability of acquiring the Placement Securities.
• o) The Placee has the financial ability to bear the economic risk of its investment in the Placement Securities including an entire loss of such investment.
• The Placee agrees that the offer of Placement Securities does not constitute a securities D) recommendation or personal or financial product advice and Cromwell has not had regard to the Placees's particular objectives, financial situation and needs.
• q) Any interest to be purchased by the Placee pursuant to this agreement will be done with funds that are from legitimate sources in connection with regular business activities (including funds provided, directly or indirectly, by any related body corporate), do not constitute the proceeds of crime as contemplated by the Proceeds of Crime Act 1987 (Cth) or Proceeds of Crime Act 2002 (Cth) and would not constitute a breach of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
• Since the date of the Placee's most recent audited consolidated financial statements, its business has $r)$ been carried on in the ordinary and usual course except as otherwise disclosed by the Placee, including any announcements, reports, circulars or other statements disclosed by the Placee on the corporate announcement system of any securities exchange.
• s) Singhaiyi's audited financial statements as at 31 March 2017 give a true and fair view of the assets and liabilities of Singhaiyi as at 31 March 2017 and Haiyi's audited financial statements as at 31 March 2016 give a true and fair view of the assets and liabilities of Haiyi as at 31 March 2016. In the case of Haiyi, its audited financial statements as at 31 March 2016 contains a qualified opinion to reflect that Haiyi has not prepared consolidated financial statements and has not equity accounted for its joint venture investment.
• No representation, warranty, promise, undertaking, statement or conduct of Cromwell has induced or $t)$ influenced the Placee to enter into or agree to any terms of this agreement, or has been relied on in any way as being accurate by the Placee, except those expressly set out in this agreement.

Schedule 3 - Cromwell representations and warranties

Cromwell represents and warrants to the Placee that each of the following statements is correct and not misleading in any material respect on the date of this agreement and will be correct and not misleading in any material respect on the Settlement Date as if made on each of those dates:

• a) Each of CCL and CPSL is validly existing under the laws of its place of incorporation, establishment or registration.
• b) Each of CCL and CPSL has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement.
• c) Each of CCL and CPSL has taken or will take all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement.
• d) The execution, performance and delivery of this agreement and the transactions and obligations it contemplates will not conflict with, or result in any default under, any provision of any judgement, constituent document, law, agreement, instrument or other arrangement to which Cromwell (or its assets) is bound, which would materially affect either of CCL's and CPSL's ability to enter into, perform its obligations under or perform any transactions contemplated by this agreement.
• e) In disclosing any information to the Placee in connection with the transactions contemplated by this agreement, Cromwell has not:
• omitted anything from those disclosures such as to make any of the disclosed information i. false or misleading or deceptive in a material respect; nor
• included in those disclosures anything false or misleading or deceptive in a material respect. ii.
• No insolvency event has occurred in relation to Cromwell and to the best of the knowledge of CPSL $f$ and CCL, no circumstances have arisen as a consequence of which an insolvency event in relation to Cromwell may occur. For the purposes of this warranty, insolvency event has the meaning in clause $11.1(a)$ .
• g) Neither CPSL nor CCL has breached the Corporations Act, the ASX Listing Rules, its respective constitution (including, in the case of CPSL, the constitution of CDPT), or any other applicable law.
• h) The capital structure of Cromwell immediately before the date of this agreement is as follows:
• Number of fully paid stapled securities: 1,768,207,230; i.
• Number of performance rights: 1,121,156 CMWAB (Exp 2 Dec 2018), 1,254,530 CMWAC ii. (Exp 10 Oct 2018), 2,273,521 CMWAY (Exp 30 Nov 2019) and 2,788,525 CMWAY (Exp 1 Jan 2020); and
• Number of CMWAA bonds: 1,500. iii.
• CDPT is a duly constituted and registered managed investment scheme under Chapter 5C of the $i)$ Corporations Act.
• CPSL has been duly appointed as the responsible entity of CDPT under Chapter 5C of the $i)$ Corporations Act and there is no proposal that it retires or is removed.

• Since the date of Cromwell's most recent audited consolidated financial statements, its business has $\mathsf{k}$ ) been carried on in the ordinary and usual course.

• Cromwell's audited financial statements as at 30 June 2017 give a true, complete and fair view of the $\mathbf{D}$ assets and liabilities of Cromwell as at 30 June 2017.

• m) Since the date of Cromwell's most recent audited consolidated financial statements, there has been no material adverse change to Cromwell. For the purpose of this warranty, material adverse change means an event which individually, or when aggregated with all such other events, is reasonably likely to have a material adverse effect on the business or financial position of Cromwell as a whole.
• n) There is no litigation, arbitration, dispute or other proceedings affecting Cromwell or any of its assets which may result in a liability, expense or loss to Cromwell of greater than A\$100,000 and to the best of CPSL's and CCL's knowledge, no such litigation, arbitration, disputes or other proceedings is pending or is threatened and no judgment has been given, made or is pending which may result in a liability, expense or loss to Cromwell of greater than A\$100,000.
• o) Cromwell holds all licences (including, in the case of CPSL, a licence authorising it to act as responsible entity of CDPT), permits, authorisations or consents which are material to its business and all such licences, permits, authorisations and consents are in full force and effect and not liable to be revoked or not renewed.
• p) Neither the approval of the Cromwell security holders, nor ASX and ASIC waivers or approvals are required for the lawful offer or issue of New Securities under the Placement.
• g) The Placement Securities can be issued on the terms contemplated by this agreement without any amendments to the constitution of CDPT or CCL.
• The Placement Securities will be validly issued, fully paid and free from all encumbrances. $r)$
• s) Following the issue of the Placement Securities and the provision of the cleansing notice in accordance with clause 3.4, there will be no legal restrictions on the voting, transfer or disposal of the Placement Securities, save for the standstill restrictions in clause 4.
• The Issuers are aware that the Placees will be relying on Case 1 in section 708A and 1012DA of the t) Corporations Act and the Issuers represent and warrant that:
• ASIC has not made a determination in the 12 months before the date of this agreement, $i.$ under section 708A(2) of the Corporations Act in respect of the Shares and section 1012DA(2) of the Corporations Act in respect of the Units;
• the Cromwell stapled securities have been "quoted securities" (as that term is defined in the $ii.$ ) Corporations Act) at all times in the 3 months before the date of this agreement;
• trading in the Cromwell stapled securities on ASX was not, and will not be, suspended for $iii.$ ) more than a total of 5 days during the period of 12 months before the Allotment Date (the Relevant Period):
• other than as provided in ASIC Corporations (Disregarding Technical Relief) Instrument $iv.)$ 2016/73, no exemption under section 111AS or 111AT of the Corporations Act covered, or will cover, the Issuers, or any person as a director or auditor of the Issuers, at any time in the Relevant Period:
• other than as provided in ASIC Corporations (Disregarding Technical Relief) Instrument $V.$ 2016/73, no order under section 340 or 341 of the Corporations Act covered, or will cover, the Issuers, or any person as a director or auditor of the Issuers, at any time in the Relevant Period: and

• provided that the Issuers comply with their obligations under this agreement, an offer of $Vi.$ ) Placement Securities for sale in the 12 month period commencing on the date of completion, may be made without a disclosure document (as defined by the Corporations Act).

• u) Neither Cromwell nor any of its material subsidiaries are in breach of, or default under, any provision, undertaking covenant or ratio of a material debt or financing arrangement or any related documentation to which that entity is a party, which breach or default has or is likely to have a material adverse effect on Cromwell and its related bodies corporate (the Group).

• v) No event of default, potential event of default or review event has occurred which gives a lender or financier the right to accelerate or require repayment of a debt or financing arrangement or other similar event has occurred under or in respect of any debt or financing arrangement or related documentation, where the exercise of such right would have or is likely to have a material adverse effect on the Group.