This comes after four subsidiaries received court summonses over Companies Act breaches

 

[SINGAPORE] Maybank has applied to place the trustee-manager of Dasin Retail Trust under judicial management.

 

In a bourse filing on Friday (Jan 16), trustee-manager said it received legal notice that Maybank had filed the application in the High Court on Thursday.

 

The trustee-manager noted that once the court assigns a case number to Maybank&rsquo s initial application, the bank intends to file a further summons to place the manager under interim judicial management.

 

Earlier this month, four subsidiaries of Dasin Retail Trust&rsquo s trustee-manager received court summonses over breaches of the Companies Act. 

 

Dasin Retail Trust has had its units suspended from trading on the Singapore Exchange since Jul 21, 2025, after the trustee-manager announced that it could not comply with listing rules that require the timely release of financial results and the holding of annual general meetings (AGMs).

 

Since the third quarter of 2023, the management team of Dasin Retail Trust&rsquo s China subsidiaries had stopped providing key financial documents, such as accounting schedules, balances and transactions with related parties. 

 

As a result, the trust has not published audited financial statements or held AGMs since the financial year ended Dec 31, 2021. 

 

The trust warned in July 2025 that its assets were at &ldquo significant risk&rdquo and were &ldquo subject to significant impairment&rdquo due to a series of developments involving its China subsidiaries. 

 

These included suspicious fund transfers, unauthorised lease agreements, diverted rental income and breaches of loan agreements.

 

The trustee-manager said on Friday that it will make further announcements if there are material developments that warrant disclosure. 

The subsidiary has breached an inter-creditor deed by making unauthorised repayments of onshore loans

 

[SINGAPORE] Dasin Retail Trust : CEDU 0% announced on Monday (Aug 4) that its China subsidiary Zhongshan Yuanxin Commercial Property Management could face a legal action over its breach of an inter-creditor deed.    

 

The unit had made a 150 million yuan (S$26.9 million) repayment on outstanding onshore liabilities around mid-June 2025, which was not authorised by the trustee-manager&rsquo s board. This was according to an Aug 1 letter issued to Zhongshan by Maybank&rsquo s Singapore branch, as the offshore facility agent for banking facilities offshore lenders granted to Dasin&rsquo s trustee-manager. 

 

As Zhongshan&rsquo s loan repayment brought its outstanding onshore loans below a minimum threshold required to be maintained, it constitutes &ldquo serious breaches&rdquo of the inter-creditor deed, the letter wrote. 

 

An inter-creditor deed that Zhongshan had entered into in relation to the onshore loans requires a minimum of 350 million yuan in onshore loans to be maintained until the discharge date of Zhongshan&rsquo s offshore loans. Dasin had taken up onshore and offshore loans from 2021 to 2022 to finance the acquisitions of its initial portfolio. 

 

&ldquo It is evident that the parties intended for the offshore liabilities (as defined in the inter-creditor deed) to be repaid at the same time or before the onshore liabilities are fully repaid,&rdquo according to the letter. 

 

Additionally, a clause in the inter-creditor deed recognises that monies should not be used to discharge the onshore liabilities ahead of the offshore liabilities, it noted.  

 

&ldquo Given that the offshore loans... are currently due and outstanding, any available funds generated by the relevant properties ... should be transferred to the trustee-manager (or other relevant entity) to repay the outstanding offshore liabilities.&rdquo  

 

Noting that Zhongshan&rsquo s loan repayment &ldquo caused loss and damage to the offshore finance parties&rdquo , the letter said: &ldquo Any further purported voluntary repayment of the remaining onshore liabilities and/or discharge of security by Zhongshan is impermissible and will further prejudice the offshore finance parties.&rdquo  

 

Unless the offshore liabilities are paid in full within a five-day window starting from Aug 1 &ndash the date the letter was issued &ndash the offshore facility agent said that it would exercise its rights to take &ldquo any action which it deems necessary to protect its interests without further notice to Zhongshan&rdquo . This could include commencing legal action. 

 

Units of Dasin Retail Trust have been suspended from trading since Jul 21 as the business trust was unable to comply with listing rules requiring the timely release of financial results and the holding of annual general meetings. 

Trustee-manager says since Q3 2023, the management team of the China units has stopped providing key financial documents

[SINGAPORE] Trading in the units of Dasin Retail Trust has been suspended on the Singapore Exchange. 

 

This comes as the business trust is unable to comply with listing rules that require the timely release of financial results and the holding of annual general meetings, said the trustee-manager in a bourse filing on Monday (Jul 21). 

 

Under the rules, an issuer is required to announce its full-year and quarterly financial results as soon as the data is ready, and to hold its annual general meetings within four months after the end of its financial year. 

 

However, since the third quarter of 2023, the management team of Dasin Retail Trust&rsquo s China units has stopped providing key financial documents, such as accounting schedules, balances and transactions with related parties. 

 

These documents are required to prepare the group&rsquo s annual financial statements for FY2023 and FY2024, and the quarterly results for FY2024 and FY2025.

 

&ldquo The personnel in charge of the rent-rolls of the retail malls of the trust has refused to provide such information for the purpose of conducting the valuation of the investment properties which are the most significant assets in the group&rsquo s statements of financial position as at Dec 31, 2023 and 2024,&rdquo said the trustee-manager. 

 

As a result, the trust has not published audited financial statements and held annual general meetings since the financial year ended Dec 31, 2021. 

 

The trust also warned that its assets are at &ldquo significant risk&rdquo and are &ldquo subject to significant impairment&rdquo due to a series of developments involving its China subsidiaries. These include suspicious fund transfers, unauthorised lease agreements, diverted rental income and breaches of loan agreements. 

 

Moreover, the moratorium granted by the High Court of Singapore has expired on Jul 13. According to a Jan 14 bourse filing, Dasin Retail Trust was granted a six-month moratorium, during which no resolution could be passed for the winding-up of the company, and no legal proceedings could be commenced or continued against it without court approval.

 

Additionally, no receiver or manager could be appointed over any property or the trustee-manager itself.

 

The moratorium also prevented enforcement orders or legal processes against the trust, including actions to repossess assets or enforce lease violations, unless permitted by the court.

 

The trustee-manager was also directed to provide valuation reports on the trust&rsquo s malls, information on any acquisition, disposal or security grant over the trustee-manager&rsquo s property, as well as quarterly updates on company-level financial statements. 

 

&ldquo Under the current circumstances, the trustee-manager may not have sufficient information to allow unitholders to properly assess the trust&rsquo s financial position for the purpose of trading in the units,&rdquo said the trustee-manager. 

 

It will make further announcements if there are material developments that warrant disclosure. 

Zhang Zhongming says staying in his position &lsquo serves no useful purpose&rsquo , claiming his input was snubbed, and that financial reports remained unpublished despite his reminders

 

[SINGAPORE] The trustee-manager of Dasin Retail Trust (DRT) rebutted criticism from its former alternate director, who claimed in a resignation letter that his input was snubbed and key financial reports were not published despite his reminders, among other complaints.

 

In a bourse filing on Tuesday (May 20), the trustee-manager set out to address the assertions Zhang Zhongming raised in an Apr 15 e-mail that saw him resigning from his position as alternate director for Zhang Zhencheng &ndash noting that it &ldquo disagrees with his allegations&rdquo .

 

Zhang Zhongming is the nephew of Zhang Zhencheng, who is a non-executive director and shareholder of the trustee-manager.

 

Zhang Zhongming noted in his exit letter that he was resigning effective immediately, believing that staying in his position &ldquo serves no useful purpose&rdquo .

 

In response to the resignee&rsquo s claim that his &ldquo requests, suggestions and feedback have been consistently ignored since early 2023 by the majority directors&rdquo , the trustee-manager maintained there were &ldquo valid reasons and grounds&rdquo .

 

It raised examples of the resignee&rsquo s &ldquo repeated insistence that the invalid extraordinary general meeting of DRT&hellip was valid, contrary to the legal advice received&rdquo .

 

Regarding Zhang Zhongming&rsquo s second claim that the lack of board meetings prevented him from expressing his views, the trustee-manager said that &ldquo it has always been open&rdquo for him to convene a board meeting but he &ldquo elected not to exercise his power&rdquo . It added that he was &ldquo not interested to participate in open discussions&rdquo .

 

Zhang Zhongming&rsquo s third point touched on what he described as the trustee-manager&rsquo s failure to convene annual general meetings in 2022 and 2023, and publish DRT&rsquo s third-quarter and second-half financial reports for 2023, despite his repeated reminders.

 

In response, the trustee-manager said its chief financial officer &ldquo has used his best efforts to produce the relevant interim financial statements and had sent information requests to the relevant Chinese personnel (but) they did not cooperate&rdquo .

 

Without audited financial statements, the meetings cannot be held, said the trustee-manager.

 

On his fourth claim that the board &ldquo continues to carry on business without assessing if there is a risk of wrongful trading&rdquo despite his continuous warnings, the trustee-manager said it was &ldquo patently untrue&rdquo .

 

Replying to another of Zhang Zhongming&rsquo s points that the chief executive officer &ldquo failed to report any work&rdquo to them, the trustee-manager argued that such an expectation was &ldquo unreasonable&rdquo as there were conflicts of interest.

The trustee-manager&rsquo s board recommends that unitholders do not participate in the proposed EGM

[SINGAPORE] The trustee-manager of Dasin Retail Trust : CEDU 0% has declared an upcoming extraordinary general meeting (EGM) called by several dissenting unitholders &ldquo invalid and ineffective&rdquo , and that any resolutions passed during the meeting will be void.

 

Its board &ndash with the exclusion of minority directors &ndash has recommended that unitholders do not participate in the proposed EGM, which is set to take place on Apr 17. The trustee-manager also does not intend to participate in the meeting, it said in a bourse filing on Monday (Apr 7).

 

The trustee-manager said it was made aware of the notice of the EGM when it was published in The Business Times on Apr 2. The notice informed unitholders that the EGM is scheduled to be held on Apr 17 at 2 pm at The Workshop @ Science Park 2, and attached an online link for unitholders to access EGM documents.

 

The notice stated that Resolution 3 of the requisition notice was the only resolution tabled for consideration at the EGM.

 

Resolution 3 seeks approval for the proposed termination of FTI Consulting (Singapore) as adviser to Dasin Retail Trust with immediate effect, and for a new adviser to be appointed in its place by the unitholders to assist with the restructuring of the trust&rsquo s financial obligations.

 

It also seeks approval for the trustee-manager &ldquo to do all such acts and things, including executing all such documents as may be required, as may be necessary or expedient or in the interests of Dasin Retail Trust to give effect to the foregoing&rdquo .

 

In the Monday bourse filing, the trustee manager said it was not involved in preparing or issuing the EGM documents, nor has it conducted an independent review or verification of the documents&rsquo contents.

 

It added that it takes no responsibility &ldquo for the accuracy, correctness, completeness, relevance or appropriateness&rdquo of any EGM documents or any statements contained within.

 

Upon advice from its legal adviser, the trustee-manager reiterated that Resolution 3 of the requisition notice is &ldquo ultra vires the EGM&rdquo , because &ldquo the removal and appointment of a financial adviser falls within the full and absolute powers of the trustee-manager under the trust deed&rdquo .

 

It explained that an ultra vires resolution has no binding effect. Even if passed, Resolution 3 &ldquo shall not have the effect of compelling the trustee-manager to comply with the matters set out therein&rdquo .

 

The trustee-manager added that the notice of EGM is also invalid because it relates to a proposal to convene an EGM three months from the deposit of the requisition notice, which is Mar 27, 2025.

 

However, as the EGM is proposed to be held on Apr 17, &ldquo this renders the EGM, and consequently, the notice of EGM, invalid, ineffective and/or void&rdquo , it said.

 

The trustee-manager also pointed out that the notice of the EGM was issued by one of the requisitionists, Michael Chui CGS International Securities Singapore and Phillip Securities. These three parties hold in aggregate more than 50 per cent of the total voting rights of all the requisitionists, as opposed to being issued by all the requisitionists.

 

It said it has not heard from Chui since it issued an update on Mar 20 on why it would not convene the EGM, in response to Chui&rsquo s demand for the EGM to be held.

 

In addition, the board &ndash with the exception of Zhang Zhencheng and his alternate Zhang Zhongming &ndash disagrees with the allegations made by the requisitionists against FTI.

 

Zhang Zhenceng is a non-executive director of the trust&rsquo s board. He earlier brought on a lawsuit against the trust&rsquo s lead independent director, Tan Huay Lim.

 

The trustee-manager also believes the termination of FTI as adviser for the restructuring &ldquo is against the interest of the unitholders as a whole&rdquo , noting that progress has been made related to the restructuring &ldquo as clearly shown from the grant of the moratorium by the court&rdquo .

 

It added that in granting the moratorium, the court found that &ldquo there was a reasonable prospect of the intended scheme of arrangement working and being acceptable to the general run of creditors&rdquo .

 

Thus, the trustee-manager said this further attempt to call an EGM was &ldquo done in bad faith to undermine the moratorium granted by the court and frustrate the restructuring efforts for the benefit of Zhang Zhencheng and his affiliates&rdquo .

 

Lastly, the trustee-manager&rsquo s board &ndash other than the minority directors &ndash said it was of the view that the minority directors are conflicted in relation to the matters on its latest announcement on rendering the upcoming EGM invalid.

 

As its announcement was not reviewed by the minority directors, it asserted that the opinion of the majority directors in this filing should not be taken to represent the views of minority directors.

More than 19 months have passed since FTI Consulting (Singapore) was appointed to assist with the restructuring of the retail trust&rsquo s financial obligations

 

THE trustee-manager of Dasin Retail Trust : CEDU +10.34% has received a requisition notice from a group of dissenting unitholders, as they sought to not only internalise Dasin&rsquo s trustee-manager function, but also to replace its current adviser, FTI Consulting (Singapore).

 

Specifically, they have called for another extraordinary general meeting (EGM) to remove the current trustee-manager and replace it with the intended internal trustee-manager Banda Capital, which was established by the requisitioners through an independent trustee on Jan 5, 2024.

 

The requisitioners, who say they own more than 10 per cent of voting rights of all Dasin unitholders, are also seeking to remove FTI with immediate effect such that a new adviser may be appointed by the internal trustee-manager.

 

Should the resolution to internalise the trustee-manager fall through, they propose that a committee of unitholders owning over 50 per cent of Dasin&rsquo s units would be responsible for selecting and nominating a new adviser.

 

In a Dec 27 letter disclosed on Monday (Dec 30), the requisitioners noted that more than 19 months have passed since FTI was appointed to assist with the restructuring of Dasin&rsquo s financial obligations.

 

&ldquo The requisitionists are of the view that the unitholders have run out of patience with (Dasin&rsquo s trustee-manager). Almost two years have passed since FTI was first appointed and disappointingly, the fact remains that no progress has been made in relation to Dasin Retail Trust&rsquo s restructuring efforts,&rdquo they said. 

 

These unitholders further said that a change in Dasin&rsquo s trustee-manager and adviser would &ldquo revitalise&rdquo the trust&rsquo s restructuring talks with its creditors.

 

&ldquo Enough time has been granted to FTI. It is now time for a change. We believe a new adviser should step in to bring fresh expertise and momentum to the restructuring negotiations,&rdquo stated the unitholders in their latest requisition letter.

 

Previously, a resolution to internalise the trustee-manager was passed at an EGM held on Feb 19 this year &ndash though the requisitioners claimed the current trustee-manager had &ldquo placed multiple hurdles and refused to comply&rdquo with the directions that were approved at the meeting.

 

They also noted that a separate group of unitholders had attempted to terminate FTI&rsquo s appointment as Dasin&rsquo s adviser in an Aug 16 circular, but failed to do so as it was contingent on a special resolution that was not carried at the trust&rsquo s Sep 9 EGM. 

 

&ldquo The requisitionists strongly believe that the only way for Dasin Retail Trust to move ahead with its restructuring is to take back control of the process by internalising the trustee-management. The benefits of internalising the trustee-manager function have been extensively mentioned in the circular for the Feb 19, 2024, EGM, and will be reiterated again when the circular for this general meeting is dispatched,&rdquo said the unitholders.

 

Dasin&rsquo s trustee-manager said it will verify the holdings of the units of the latest group of requisitioning unitholders. It also intends to seek legal advice relating to the Dec 27 requisition notice.

This is despite two minority directors not voting on the resolutions to do so

 

DASIN Retail Trust will not be renewing commercial and property management agreements for four of its properties &ndash Shiqi Metro Mall, Xiaolan Metro Mall, Ocean Metro Mall and Dasin E-Colour &ndash upon their expiry on Dec 31, 2024.

 

On Wednesday (Dec 11), the trustee-manager said that its board has resolved to terminate the agreements with the malls&rsquo rental management companies although its minority directors, Zhang Zhencheng and his alternate director Zhang Zhongming, had not voted on the resolutions to do so.  

 

This was because other members of the trustee-manager&rsquo s board believed that these minority directors were &ldquo conflicted&rdquo due to &ldquo a significant amount of outstanding receivables in respect of the properties&rdquo , including those from the minority directors&rsquo associates. Such receivables do not include services supposed to be performed by the malls&rsquo current commercial manager.

 

The malls&rsquo current commercial and property managers are furthermore associates of the minority directors, added the trustee-manager.

 

Units of Dasin Retail Trust : CEDU 0% were unchanged at S$0.033 as at 1.43 pm on Wednesday, after the announcement.

 

On Oct 15 this year, the trustee-manager said that it would terminate commercial and property management agreements for Shunde Metro Mall and Tanbei Metro Mall upon their expiry at the end of the same month. Similarly, the board&rsquo s minority directors had not voted on the resolution to do so. This came after the termination of agreements for Doumen Metro Mall was announced on Jun 21.

 

Based on its financial statements for the first six months ended June 2023, Dasin Retail Trust&rsquo s current trade payables to related parties stood at S$2.8 million, down from S$3.8 million as at end-December 2022. Amounts due under trade payables (related parties) comprised property management and commercial management fees payable, as well as the reimbursement of expenses.

 

Under property operating expenses, the trust&rsquo s property management and commercial management fees stood at S$640,000, down 32 per cent on the year from S$947,000 for the six months ended June 2022.

 

Dasin Retail Trust&rsquo s second-quarter financial statements for the period ended June 2023 were prepared on a going-concern basis.

 

At the time of their release in August 2024, the trustee-manager said that it was unable to provide an independent valuation of the retail malls held by the trust as it had not been provided with the assets&rsquo rent rolls. 

A report has also been filed in connection with certain discovered documents that may relate to suspicious buy-back arragements at pre-agreed prices

 

THE trustee-manager of Dasin Retail Trust : CEDU -3.03% on Monday (Dec 2) said it has filed an application under the Insolvency, Restructuring and Dissolution Act to restrain proceedings against it for six months. 

 

Under the moratorium, no resolution can be passed for the winding-up of the company, and no proceedings can be commenced or continued against it. 

 

There will also be no appointment of a receiver or manager over any property, or to undertake the trustee-manager. 

 

Additionally, there will be no enforcement order or other legal process against the trust, enforcement action to repossess assets held by the trust, or enforcement of lease violations without court permission. 

 

For a period of 30 days after the trustee-manager&rsquo s application &ndash or until the court decides on the application, whichever comes first &ndash no winding-up orders can be made. Nor can any receivers be appointed, and legal or enforcement actions cannot be issued or executed. 

 

Separately, the trust&rsquo s board said a report has been lodged with the Commercial Affairs Department (CAD) of the Singapore Police Force, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) in connection with certain documents discovered in the office previously occupied by Wang Qiu. 

 

Wang is the former chief executive of the trustee-manager, who was fired on Feb 14. The trust did not give further reasons for its decision when this was first announced on Feb 18. 

 

The board said in another bourse filing that the documents may relate to suspicious buy-back arrangements at pre-agreed prices for units of the trust by parties connected to Zhang Zhencheng and his alternate director Zhang Zhongmin. The former is a non-independent and non-executive director of the trustee-manager as well as a substantial unitholder of the trust. 

 

These arrangements may have breached various provisions of the Securities and Futures Act, the board said. 

 

There were reasons to believe that Wang may have been complicit in the buy-back arrangements, it added. 

 

The board also noted that SGX RegCo had written to certain directors, excluding the two, in June and August last year stating that it received public feedback alleging that some &ldquo cornerstone investors&rdquo in the trust&rsquo s initial public offering had entered into buy-back arrangements with the trustee-manager as a condition of their subscription. 

 

The board and key management personnel of the trust were asked if these allegations were true, but the trustee-manager said it was not aware of any such arrangements. 

 

In May this year, SGX RegCo requested additional confirmations on whether such buy-back arrangements involved the two directors and Wang. 

 

Zhang Zhongming then told the trustee-manager that the two directors would like to respond to SGX RegCo&rsquo s queries separately. 

 

&ldquo The understanding of (the rest of the board) is that Zhang Zhencheng and Zhang Zhongming had not followed up with any response to SGX RegCo as at the time the report was lodged,&rdquo said the board. 

 

It highlighted that the majority of directors and the management of the trustee-manager intend to fully cooperate with CAD, MAS and SGX RegCo when needed. 

 

The trustee-manager added that both announcements represent the view of most of the board, save for the two directors in question, who are believed to have conflicts of interest regarding the issues. 

 

It will update shareholders in due course when it becomes aware of any material development. 

The minority directors of Dasin Retail Trust CEDU (DRT) are continuing to disagree with the trust&rsquo s majority directors and have resisted the resolutions passed by the DRT&rsquo s board of directors to replace Zhang Zhongming, legal representative and executive director of its China subsidiaries, says DRT&rsquo s manager in an Oct 7 release. 

 

This comes on the back of the trust&rsquo s major directors' beliefs that &ldquo severe internal control and corporate governance concerns&rdquo are at risk if Zhang maintains his current role.  

 

The trust says grounds for such concern include the lack of cooperation of the relevant Chinese personnel in providing operating and financial information to the board of DRT&rsquo s manager for its quarterly condensed consolidated financial statements as at Dec 31, 2023, and the lack of progress in relation to the collection of the long outstanding receivables from associates of the minority directors amounting to $14.3 million as at Dec 31, 2022. 

 

On July 23, the trust registered Wang Peng, acting CEO of DRT&rsquo s manager, as the legal representative and executive director of its subsidiaries Zhuhai Xinmingyang Investment and Zhuhai Doumen Dasin Metro-Mall Commercial Management in replacement of Zhang. 

 

On Aug 28, DRT&rsquo s manager issued a letter of demand to the minority directors for breaching their duties in their capacity as director and alternate director of the REIT&rsquo s manager. This included failing to inform the board and failing to take action to recover significant amounts of rent in arrears which were owed by Dasin Metro-Mall Merchant Investment to the trust&rsquo s wholly owned subsidiary pursuant to the relevant master lease. 

 

Currently, Zhang has refused to comply with the directions of the board to change the legal representative and executive director of its China subsidiaries, reads the release. 

 

A notice of hearing for revocation of registration dated Aug 30 had since been issued by the Zhuhai Authority, as announced by the trust on Sept 3.  

 

The trustee-manager says it is currently consulting with its advisers on the further steps to take to effect the replacement of Zhang as legal representative and executive director of the China subsidiaries.

 

 

UNITHOLDERS of Dasin Retail Trust : CEDU -2.56% failed to pass a resolution seeking the removal of the manager of the trust at an extraordinary general meeting (EGM) convened by requisitionists on Monday (Sep 9).

 

A second resolution seeking to internalise the trustee-manager function of Dasin Retail Trust was also not carried as it was conditional upon the approval of the first resolution. The resolution also sought to form a committee of the requisitioning shareholders claiming to own more than half the trust to identify and appoint a new board of directors.

 

The first resolution failed to garner at least 75 per cent of the total number of votes cast by unitholders at the EGM, which is the requirement to pass the resolution.

 

It sought to amend the trust deed such that unitholders can approve either by ordinary or extraordinary resolution several matters, including the removal of the trustee-manager, the appointment or removal of any director of a special-purpose vehicle, as well as the appointment or removal of any external party whose fees are expected to exceed S$50,000.

 

About 67 per cent of unitholders voted for the first resolution, while 33 per cent voted against, said the manager of Dasin Retail Trust in a bourse update on Monday.

 

The EGM was convened by a group of unitholders owning more than 10 per cent of the trust. They include Aqua Wealth Holdings, Feng Guomin, Michael Chui and Zhang Shenming.

 

Hence, the trustee-manager demanded the pair to stop obstructing and frustrating the trust&rsquo s restructuring efforts.

 

It also asked for them to stop their attempts to transfer its powers to Zhang Zhencheng by having requisitionists issue a requisition notice to convene a general meeting of unitholders to pass certain resolutions.

 

In the notice dated Jun 13, some unitholders requisitioned for an extraordinary and an ordinary general meeting to vote on two resolutions. The first resolution was to approve the proposed amendment of the trust deed, and the second was to appoint a new adviser appointed by the unitholders.

 

However, the trustee-manager noted in its letter on Wednesday that the proposed amendments to the trust deed would &ldquo severely cripple&rdquo its ability to manage the trust&rsquo s assets.

 

This is because it would mean transferring control over the management of key aspects of the trust to Zhang Zhencheng.

 

&ldquo The second set of resolutions are accordingly neither in the best interests of the trustee-manager nor the trust&rsquo s unitholders, as a whole,&rdquo it said.

 

Furthermore, it also demanded that the minority directors pay up the total rental arrears owed under a master lease.

 

The pair was also asked to compensate the trustee-manager for the losses it suffered resulting from their failure to comply with the trust&rsquo s financial control procedures and policies.

 

Zhang Zhencheng had allegedly approved payments from subsidiaries of various special purpose vehicles to third parties, thereby violating the trust&rsquo s internal procedures and policies on at least four occasions.

 

Lastly, the pair was demanded to stop all legal proceedings against the trustee-manager, and to compensate the latter the legal costs and expenses incurred.

It wants Zhang Zhencheng and Zhang Zhongming to compensate the losses it suffered from a potential investor deal that fell through

 

THE non-executive directors of Dasin Retail Trust &ndash Zhang Zhencheng and Zhang Zhongming &ndash have been served a letter of demand from the trustee-manager for breaching their duties owed to the latter.

 

The directors were asked to compensate Dasin Retail Trust Management for the losses it suffered from a potential investor deal that fell through, said the trustee-manager in a bourse filing on Thursday (Aug 29).

 

A reputable Chinese state-owned entity had wanted to invest in the trust, said the trustee-manager in the letter dated Aug 28.

 

This includes the capital injection the trust could have potentially received from the deal, the costs and expenses incurred during negotiations, as well as losses from the delay of the refinancing process.

 

The trustee-manager also demanded that the duo pay up fees entitled to its financial adviser for the work done on the refinancing process.

 

The duo, along with Zhang Zhencheng&rsquo s associates which include the former management of the trustee-manager, had allegedly frustrated and scuppered the deal. This was said to be done to ensure that Zhang Zhencheng would not lose his status as the single largest unitholder in the trust and his shareholding in the trustee-manager.

 

The trustee-manager also noted that they impeded the progress on the restructuring of Dasin Retail Trust, even though it &ldquo was not in the best interests of unitholders&rdquo .

 

The pair and the associates had allegedly sabotaged and obstructed the trustee-manager&rsquo s attempts to restructure Dasin Retail Trust&rsquo s debts.

 

Additionally, Zhang Zhencheng and his associates had sought to gain control of Dasin Retail Trust Management by attempting to wind it up and oust board members who do not do his bidding, said the trustee-manager.

The cost of convening the EGM will be claimed from the trustee-manager Dasin Retail Trust Management

 

DASIN Retail Trust : CEDU +13.64%Management has been accused by a group of requisitionists of not convening an extraordinary general meeting (EGM) within the timelines, and thus breaching the Business Trusts Act.

 

The group of requisitionists said they will now proceed to exercise their rights under the law to hold the EGM within three months of deposit of the requisition notice, that is, before Sep 20.

 

The cost of convening the EGM will then be claimed from the trustee-manager Dasin Retail Trust Management, which will not be reimbursed by the trust property, according to the requisitionists.

 

They alleged in a letter dated Jul 31 that Dasin Retail Trust Management should have held the EGM before Aug 20, that is within two months of the deposit of their requisition since it acknowledged the request on Jun 20.

 

They cited the Business Trusts Act in saying that the trustee-manager must serve the notice of EGM pursuant to the requisition notice within 21 days and convene the meeting immediately.

 

Also, under the Act, the amendment of the trust deed &ndash being requisitioned &ndash must be passed by special resolution, notice of which must be given at least 21 days before the EGM. The last day for this special resolution notice to be given to meet the EGM deadline was before Jul 30.

 

Dasin Retail Trust Management had on Jul 31 announced in a regulatory filing that it aims to convene the EGM by end-September.

 

The unitholders, who requested the EGM to pass two resolutions, hold around 12.57 per cent of the total voting rights in the trust.

 

They are seeking to amend the trust deed with the changes to include inserting new clauses that prohibit the trustee-manager from appointing or removing any director or special purpose vehicle without prior approval of the unitholders by an ordinary resolution.

 

Dasin Retail Trust&rsquo s creditor to repossess director&rsquo s properties over loan default

 

Other clauses require that appointing a debt restructuring adviser will need the approval of unitholders by an ordinary resolution.

 

The requisitionists also aim to add a clause that allows the unitholders to remove the trustee-manager through an ordinary resolution.

 

The second resolution aims to remove FTI Consulting from its role as an adviser with immediate effect, as well as appoint a new adviser based on a decision by a committee of unitholders to assist with the restructuring of Dasin&rsquo s financial obligations.

 

Dasin Retail Trust Management asked the requistionists in its response filed on Aug 3 to allow it to hold the EGM.

 

Amendments to the trust deed requires the approval of the bourse operator, said the trustee-manager of the retail properties in China.

 

The manager said: &ldquo It is in all unitholders&rsquo interest to ensure that the amendments proposed to be made to the trust deed can be effected in accordance with the listing rules.&rdquo

 

If there is any conflict between any provision of the trust deed and the listing rules, the listing rules shall prevail, the manager added. &ldquo It is not in the interest of the unitholders as a whole to hold an EGM where it is possible that the proposed amendments to the trust deed cannot be effected even if the proposed resolutions are passed.&rdquo

 

Dasin Retail Trust Management sought to assure the requisitionists that it will use its &ldquo best efforts&rdquo to procure the convening of the EGM by end September.

 

Otherwise, it will cooperate with the requisitionists to convene the EGM in the same manner as nearly as possible as that in which meetings are to be convened by the trustee-manager, and be responsible for any reasonable expenses incurred.

The requisitioning unitholders consist of DBS Nominees, Michael Chui and Zhang Shenming

 

THE trustee-manager of Dasin Retail Trust : CEDU +4.76% on Wednesday (Jul 31) said it will be holding an extraordinary general meeting (EGM) to vote on resolutions requisitioned by unitholders representing around 12.57 per cent of the total voting rights of unitholders in the trust.

 

The requisitioning unitholders consist of DBS Nominees &ndash which refers to units held for and on behalf of Aqua Wealth Holdings and Feng Guomin &ndash Michael Chui and Zhang Shenming. They hold just under 101.2 million units in Dasin.

 

The group had sent a letter dated Jun 13 to the trustee-manager to requisition an EGM to vote on two resolutions.

The first resolution concerns amending the trust deed constituting Dasin, in a manner set out in the appendix of the requisitioning notice.

 

The amendments include inserting new clauses that prohibit the trustee-manager from appointing or removing any director or special purpose vehicle without prior approval of the unitholders by an ordinary resolution. Other clauses also note that appointing a debt restructuring adviser will require the approval of unitholders by an ordinary resolution.

 

The requisitioning unitholders also aim to add a clause that allows the unitholders to remove the trustee-manager through an ordinary resolution.

 

The second resolution in the Jun 13 requisitioning notice aims to remove FTI Consulting from its role as an adviser with immediate effect, as well as appoint a new adviser based on a decision by a committee of unitholders to assist with the restructuring of Dasin&rsquo s financial obligations.

 

The committee should comprise representatives of unitholders who, in aggregate, control more than 50 per cent of the total units in Dasin, and shall include the requisitioning unitholders.

 

The notice notes that FTI Consulting was appointed by Dasin&rsquo s trustee-manager on Jan 9, 2023, but to date, it has not finalised a consensual restructuring agreement with the banks.

&ldquo A new adviser appointed based on the decision of a committee of unitholders... allows a fresh approach to achieving the trust&rsquo s objectives in reaching a consensual restructuring agreement with the banks, driven by unitholders and aligned with unitholders&rsquo interests,&rdquo the notice indicated.

 

Dasin&rsquo s trustee-manager said it has instructed its legal adviser to prepare the circular for the EGM and that it intends to issue the EGM notice and circular with the views of the board regarding the resolutions by early September.

 

It then aims to convene the EGM by end-September. The circular and notice will be made available to unitholders in due course.

The sum is for a financial consultancy agreement between the trustee-manager and GSUM-Titanland Capital

 

THE trustee-manager of Dasin Retail Trust said on Thursday (Jul 10) that it has received a letter of demand from GSUM-Titanland Capital for S$214,000, allegedly outstanding from a financial consultancy agreement.

 

The agreement between the trustee-manager and GSUM-Titanland was inked when GSUM-Titanland became Dasin&rsquo s financial advisor for the restructuring of its syndicated loans amounting to an estimated 4.5 billion yuan (S$910,000).

 

GSUM-Titanland is a corporate finance advisory firm and an associate company of China-based GSUM Fund Management.

 

The trustee-manager of Dasin Retail Trust was previously served a letter of demand from GSUM-Titanland on Jul 10, 2023 for an outstanding sum of S$856,000, in relation to this same financial consultancy agreement dating back to Mar 19, 2022.

 

The trustee-manager is seeking legal advice on this latest letter of demand, and will make further announcements on the Singapore Exchange Net if there are material developments.

The claims are made by a substantial unitholder, who is demanding their resignations

THREE directors of Dasin Retail Trust&rsquo s trustee-manager, including the chairman of the board, denied allegations of misconduct made by Zhang Zhencheng, a non-executive director and shareholder of the trustee-manager as well as a substantial unitholder of the trust.

 

The trustee-manager said on Friday (May 3) that the trio responded on Thursday to the letters of demand issued on behalf of Zhang, by saying that there is no reason for them to accede to his demands. 

 

The letters of demand were issued on Tuesday to board chairman and non-executive director of the trustee-manager Wesley Kong chairman of the nominating and remuneration committee and independent and non-executive director Sonny Tan and non-executive director Lyu Guoliang.

 

The alleged misconduct of the trustee-manager&rsquo s affairs were related to the trust&rsquo s ongoing restructuring exercise, the incurrence of expenses by the trustee-manager, the alleged failure to transfer units in the trust said to be held by the trustee-manager on trust for Zhang to him, as well as the recent appointment of Wang Peng as chief investment officer and acting chief executive and attempt to appoint him as a replacement director for the Singapore subsidiaries of the trust.

 

Zhang also demanded their resignation as members of the board.

 

Last week, the trustee-manager received letters dated Apr 24 from a credit facility provider exercising its right to repossess two properties over the outstanding amount owed by the trustee-manager for its offshore facility. The two properties were held by Zhang.

 

While the trustee-manager was seeking legal advice, it received a winding-up application filed by Zhang Guiming in February.

 

The offshore facility of S$430 million has been utilised to finance the acquisitions of the initial portfolio of the trust

 

DASIN Retail Trust : CEDU 0% has received letters dated Apr 24 from the credit facility provider exercising its right to repossess two properties over the outstanding amount owed by its trustee-manager for its offshore facility.

 

The two properties were held by non-executive director, Zhang Zhencheng. The offshore facility of S$430 million &ndash provided by the Singapore branch of Maybank &ndash was utilised to finance the acquisitions of the initial portfolio of the trust, Xiaotan Metro Mall, Ocean Metro Mall, Dasin E-Colour and Shiqi Metro Mall.

 

This follows earlier letters by the facility provider received on Apr 12, informing the trustee-manager of its intention of exercising its right of repossessing the properties unless full payment was made within 14 days of service of the notice.

 

The trustee-manager is continuing to explore available options with various lenders as part of a restructuring exercise. Further announcements will be made if there are material developments.

 

DASIN Retail Trust Management (DRTM) has taken legal action against its former chief executive officer Wang Qiu, as well as its creditor Zhang Guiming, following letters of demand from the two.

 

DRTM, trustee-manager of China retail property trust Dasin Retail Trust : CEDU 0%, announced the action in separate bourse filings on Friday night (Mar 15).

 

Through an originating claim filed on Mar 5, DRTM is contesting Wang&rsquo s claim for S$449,600. Wang claims that he is owed salary, payments he made on behalf of the trustee-manager, and the repayment of a loan extended to it.

 

DRTM is also pursuing its own claims against Wang. A case conference is scheduled for Apr 24.

 

DRTM announced on Feb 17 that it had given notice of termination to Wang, with effect from Feb 14. It did not provide reasons for the decision.

 

On Feb 26, it said that Wang had instructed her lawyers to file a winding-up application against DRTM, with a hearing fixed for Mar 15.

 

DRTM is also engaged in a legal dispute with Zhang Guiming, a creditor who claims he is owed S$272,000 under two short-term advance agreements dated May 12, 2022 and Jan 18, 2023.

 

On Feb 20, DRTM filed an originating claim to dispute Zhang Guiming&rsquo s claim. A case conference is set for Apr 9.

 

Zhang Guiming is the nephew of Zhang Zhencheng, a non-executive director of DRTM. Zhang Guiming had also filed a winding-up application against DRTM, the week before Wang did.

 

In its Friday filings, DRTM updated that following mutual agreements, the High Court has stayed Wang and Zhang Guiming&rsquo s winding-up applications against the trustee-manager pending the outcome of the disputes, with the initial hearing date now vacated.

==

UOL, SingLand sell 31 more Watten House units at public launch project now 74% sold

 

JOINT venture partners UOL Group and Singapore Land Group (SingLand) have sold 133 &ndash or 74 per cent &ndash of the 180 units at Watten House as at Mar 16, following the sale of 31 units after the project&rsquo s official launch on Mar 2. Of the units taken up, 102 were previously sold during an exclusive private preview held last November.

 

The 133 units sold for an average of S$3,250 per square foot (psf). Of the property&rsquo s eight exclusive penthouses, seven achieved prices ranging from S$11.7 million to S$14.5 million, or between S$3,440 psf and S$3,550 psf.

 

In addition to its almost sold-out penthouses, over 80 per cent of the four and five-bedroom units have been sold, while all three-bedders (without private lifts) have also been taken up, said UOL general manager for residential marketing Anson Lim.

 

&ldquo Large-format new-built freehold apartments in prime districts are exceptionally rare, more so in a sought-after sanctuary with tranquil settings like Watten House,&rdquo he said. Three-bedroom-plus-study units spanning 1,539 square feet (sq ft), as well as five-bedroom units covering 2,368 sq ft with private lifts remain available.

 

Lim said 95 per cent of the buyers are Singaporean and Singapore permanent residents, while the remainder comprises foreign buyers mainly from the US and Switzerland.