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Yiren Digital Reports First Quarter 2023 Financial Results

BEIJING, June 9, 2023 /PRNewswire/ -- Yiren Digital Ltd. (NYSE: YRD) ("Yiren Digital" or the "Company"), a leading digital personal financial management platform in China, today announced its unaudited financial results for the quarter ended March 31, 2023. First Quarter 2023 Operational Highlights Insurance Brokerage Business Cumulative number of insurance clients served reached 1,007,238 as of March 31, 2023, representing an increase of 8.9% from 924,824 as of December 31, 2022 and compared to 633,431 as of March 31, 2022. Number of insurance clients served in the first quarter of 2023 was 80,856, representing a decrease of 5.2% from 85,314 in the fourth quarter of 2022 and compared to 120,968 in the same period of 2022. The decrease was mainly due to our strategic realignment, with a focus on serving insurance product clients that yield higher profitability. Gross written premiums in the first quarter of 2023 were RMB923.4 million (US$134.5 million), representing a decrease of 30.9% from RMB1,335.5 million in the fourth quarter of 2022 and compared to RMB806.4 million in the same period of 2022. The quarter-over-quarter decrease was mainly attributed to the nature of the fourth quarter being a peak season for insurance sales, with a larger base of policy renewals.   Credit-tech Business Total loans facilitated in the first quarter of 2023 reached RMB6.4 billion (US$0.9 billion), representing a decrease of 5.4% from RMB6.8 billion in the fourth quarter of 2022 and compared to RMB4.6 billion in the same period of 2022. The decline was primarily due to proactive adjustments in small business loans business, which were offset by continued growth in the small revolving loan business. Cumulative number of borrowers served reached 7,582,435 as of March 31, 2023, representing an increase of 4.2% compared to 7,277,627 as of December 31, 2022 and compared to 6,324,705 as of March 31, 2022. Number of borrowers served in the first quarter of 2023 was 872,235 representing an increase of 1.2% from 862,226 in the fourth quarter of 2022 and compared to 508,746 in the same period of 2022. The increase was driven by the strong demand for our small revolving loan products. Outstanding balance of performing loans facilitated reached RMB11,129.2 million (US$1,620.5 million) as of March 31, 2023, representing a decrease of 1.2% from RMB11,259.8 million as of December 31, 2022 and compared to RMB12,421.0 million as of March 31, 2022. The decrease was due to the scale back of our secured loan business as part of our business optimization process.   Others Total gross merchandise volume generated through our e-commerce platform and "Yiren Select" channel reached RMB308.6 million (US$44.9 million) in the first quarter of 2023, representing an increase of 5.6% from RMB292.1 million in the fourth quarter of 2022 and compared to RMB59.0 million in the same period of 2022.   "Against the backdrop of a modest recovery in the macro economy, we achieved a healthy growth momentum this quarter, exceeding our internal guidance on revenue and profitability," said Mr. Ning Tang, Chairman and Chief Executive Officer. "For the first quarter, total gross written premiums reached RMB 923 million, up 15% year-on-year while revenue from our insurance brokerage business increased 27% year-over-year to RMB 196 million. On the credit side, total loans facilitated this quarter reached RMB 6.4 billion, representing an increase of 39% year-over-year." "I am also excited to announce that we have recently established an AI lab and will focus on enhancing operational efficiency and driving technological innovations and business expansion across all business sectors in 2023." "For the first quarter of 2023, total revenue increased by 40% year-over-year to RMB 986.3 million and net income reached RMB 427 million, representing a year-over-year increase of 131% and a strong net income margin of 43.3%," Ms. Na Mei, Chief Financial Officer, commented. "As of quarter end, our total cash and cash equivalents was approximately RMB 5.1 billion. Looking ahead, we remain committed to delivering growth and our strong cash position will provide us with the flexibility and stability to navigate evolving markets and capitalize on untapped potentials." First Quarter 2023 Financial Results Total net revenue in the first quarter of 2023 was RMB986.3 million (US$143.6 million), representing an increase of 40.0% from RMB704.8 million in the first quarter of 2022. Particularly, in the first quarter of 2023, revenue from credit-tech business was RMB483.9 million (US$70.5 million), representing an increase of 23.9% from RMB390.5 million in the same period of 2022. The increase was due to an increase of our small revolving loan products amid strong demand for consumption. Revenue from insurance brokerage business was RMB196.4 million (US$28.6 million), representing an increase of 26.5% from RMB155.2 million in the first quarter of 2022. The increase was due to the expansion of our insurance brokerage business. Sales and marketing expenses in the first quarter of 2023 were RMB106.2 million (US$15.5 million), compared to RMB176.2 million in the same period of 2022. The decrease was primarily due to the optimization of the cost structure for our offline business. Origination, servicing and other operating costs in the first quarter of 2023 were RMB199.7 million (US$29.1 million), compared to RMB152.9 million in the same period of 2022. The increase was due to the expanding insurance brokerage business. General and administrative expenses in the first quarter of 2023 were RMB92.6 million (US$13.5 million), compared to RMB116.5 million in the same period of 2022. The decrease was primarily a result of optimizing the company's offline business operations and achieving overall cost-efficiency improvements. Allowance for contract assets, receivables and others in the first quarter of 2023 was RMB44.9 million (US$6.5 million), compared to RMB31.8 million in the same period of 2022. The increase was primarily driven by the increase of loan volume facilitated. Income tax expense in the first quarter of 2023 was RMB122.7 million (US$17.9 million). Net income in the first quarter of 2023 was RMB427.2 million (US$62.2 million), as compared to RMB184.8 million in the same period in 2022. The increase was primarily due to the recovery of business volume and optimization of our business structure. Net income margin increased to 43.3% in the first quarter of 2023 from 26.2% in the same period of 2022 due to improved cost efficiency. Adjusted EBITDA[1] (non-GAAP) in the first quarter of 2023 was RMB539.3 million (US$78.5 million), compared to RMB247.2 million in the same period of 2022. Basic and diluted income per ADS in the first quarter of 2023 was RMB4.8 (US$0.7) and RMB4.7 (US$0.7), compared to a basic per ADS of RMB2.2 and a diluted per ADS of RMB2.2 in the same period of 2022. Net cash generated from operating activities in the first quarter of 2023 was RMB390.3 million (US$56.8 million), compared to RMB367.8 million in the same period of 2022. Net cash provided by investing activities in the first quarter of 2023 was RMB774.3 million (US$112.7 million), compared to RMB348.8 million in the same period of 2022. As of March 31, 2023, cash and cash equivalents were RMB5,077.2 million (US$739.3 million), compared to RMB4,271.9 million as of December 31, 2022. As of March 31, 2023, the balance of held-to-maturity investments was RMB3.3 million (US$0.5 million), compared to RMB2.7 million as of December 31, 2022, the balance of available-for-sale investments was RMB250.8 million (US$36.5 million), compared to RMB972.7 million as of December 31, 2022. Delinquency rates. As of March 31, 2023, the delinquency rates for loans that are past due for 15-29 days, 30-59 days and 60-89 days were 0.6%, 1.2% and 1.2% respectively, compared to 0.7%, 1.3% and 1.1% respectively as of December 31, 2022. Cumulative M3+ net charge-off rates. As of March 31, 2023, the cumulative M3+ net charge-off rates for loans originated in 2020, 2021 and 2022 were 8.1%, 6.6% and 2.6% respectively, as compared to 8.1%, 6.5% and 2.0% respectively as of December 31, 2022. Business Outlook Based on the Company's preliminary assessment of business and market conditions, the Company projects the total revenue in the second quarter of 2023 to be between RMB0.9 billion to RMB1.0 billion, with net profit margin expected to remain stable. This is the Company's current and preliminary view, which is subject to changes and uncertainties. Recent Development Management Change In order to better mobilize the Company's internal human resources and better serve the future business development strategy, Ms. Bin Yang has been appointed as the Chief Human Resources Officer of the Company, effective immediately. Ms. Yang initially joined the company in 2015 as the head of the human resources department and possesses over 10 years of experience in human resource management. Prior to joining the company, she held the position of head of human resources at JUPITER, C2MICRO, and 360. Non-GAAP Financial Measures In evaluating the business, the Company considers and uses several non-GAAP financial measures, such as adjusted EBITDA and adjusted EBITDA margin as supplemental measures to review and assess operating performance. We believe these non-GAAP measures provide useful information about our core operating results, enhance the overall understanding of our past performance and prospects and allow for greater visibility with respect to key metrics used by our management in our financial and operational decision-making. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The non-GAAP financial measures have limitations as analytical tools. Other companies, including peer companies in the industry, may calculate these non-GAAP measures differently, which may reduce their usefulness as a comparative measure. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. See "Operating Highlights and Reconciliation of GAAP to Non-GAAP measures" at the end of this press release. Currency Conversion This announcement contains currency conversions of certain RMB amounts into US$ at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to US$ are made at a rate of RMB6.8676 to US$1.00, the effective noon buying rate on March 31, 2023, as set forth in the H.10 statistical release of the Federal Reserve Board. Conference Call Yiren Digital's management will host an earnings conference call at 8:00 a.m. U.S. Eastern Time on June 9, 2023 (or 8:00 p.m. Beijing/Hong Kong Time on June 9, 2023). Participants who wish to join the call should register online in advance of the conference at: https://s1.c-conf.com/diamondpass/10031315-v76cyb.html Once registration is completed, participants will receive the dial-in details for the conference call. Additionally, a live and archived webcast of the conference call will be available at https://edge.media-server.com/mmc/p/dzdrbbjc. Safe Harbor Statement This press release contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "target," "confident" and similar statements. Such statements are based upon management's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Yiren Digital's control. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, uncertainties as to Yiren Digital's ability to attract and retain borrowers and investors on its marketplace, its ability to introduce new loan products and platform enhancements, its ability to compete effectively, PRC regulations and policies relating to the peer-to-peer lending service industry in China, general economic conditions in China, and Yiren Digital's ability to meet the standards necessary to maintain the listing of its ADSs on the NYSE or other stock exchange, including its ability to cure any non-compliance with the NYSE's continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in Yiren Digital's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Yiren Digital does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. About Yiren Digital Yiren Digital Ltd. is a leading digital personal financial management platform in China. The Company provides customized, asset allocation-based holistic wealth solutions to China's mass affluent population as well as provides retail credit facilitation services to individual borrowers and small business owners. [1] "Adjusted EBITDA" is a non-GAAP financial measure. For more information on this non-GAAP financial measure, please see the section of "Operating Highlights and Reconciliations of GAAP to Non-GAAP Measures" and the table captioned "Reconciliations of Adjusted EBITDA" set forth at the end of this press release.   Unaudited Condensed Consolidated Statements of Operations  (in thousands, except for share, per share and per ADS data, and percentages) For the Three Months Ended  March 31,2022 March 31, 2023 March 31,  2023 RMB RMB USD Net revenue: Loan facilitation services 229,661 417,165 60,744 Post-origination services 36,976 6,316 920 Insurance brokerage services 155,181 196,358 28,591 Financing services 109,611 22,577 3,288 Electronic commerce services 49,811 242,858 35,363 Others 123,525 101,069 14,717 Total net revenue 704,765 986,343 143,623 Operating costs and expenses: Sales and marketing 176,183 106,212 15,466 Origination,servicing and other operating costs 152,941 199,745 29,085 General and administrative 116,548 92,550 13,476 Allowance for contract assets, receivables and others 31,827 44,905 6,539 Total operating costs and expenses 477,499 443,412 64,566 Other (expenses)/income: Interest (expense)/income, net (25,573) 14,519 2,114 Fair value adjustments related to Consolidated ABFE 4,765 (11,203) (1,631) Others, net 7,414 3,589 522 Total other (expenses)/income (13,394) 6,905 1,005 Income before provision for income taxes 213,872 549,836 80,062 Income tax expense 29,044 122,670 17,862 Net income 184,828 427,166 62,200 Weighted average number of ordinary shares outstanding, basic 170,001,178 177,782,059 177,782,059 Basic income per share 1.0872 2.4028 0.3499 Basic income per ADS 2.1744 4.8056 0.6998 Weighted average number of ordinary shares outstanding, diluted 171,071,430 180,180,975 180,180,975 Diluted income per share 1.0804 2.3708 0.3452 Diluted income per ADS 2.1608 4.7416 0.6904 Unaudited Condensed Consolidated Cash Flow Data Net cash generated from operating activities 367,751 390,307 56,834 Net cash  provided by investing activities 348,785 774,283 112,744 Net cash used in financing activities (108,208) (392,831) (57,201) Effect of foreign exchange rate changes (272) (181) (26) Net increase in cash, cash equivalents and restricted cash 608,056 771,578 112,351 Cash, cash equivalents and restricted cash, beginning of period 2,945,344 4,360,695 634,966 Cash, cash equivalents and restricted cash, end of period 3,553,400 5,132,273 747,317   Unaudited Condensed Consolidated Balance Sheets  (in thousands) As of December 31, 2022 March 31, 2023 March 31, 2023 RMB RMB USD         Cash and cash equivalents 4,271,899 5,077,211 739,299         Restricted cash 88,796 55,062 8,018         Accounts receivable 221,004 320,440 46,660         Contract assets, net 626,739 609,969 88,818         Contract cost 787 480 70         Prepaid expenses and other assets 321,411 258,786 37,682         Loans at fair value 54,049 175,411 25,542         Financing receivables 514,388 371,196 54,050         Amounts due from related parties 1,266,232 1,281,348 186,579         Held-to-maturity investments 2,700 3,320 483         Available-for-sale investments 972,738 250,788 36,518         Property, equipment and software, net 77,256 75,726 11,027         Deferred tax assets 84,187 90,855 13,229         Right-of-use assets 33,909 29,606 4,311 Total assets 8,536,095 8,600,198 1,252,286         Accounts payable 14,144 19,887 2,897         Amounts due to related parties 227,724 247,717 36,070         Deferred revenue 65,539 36,555 5,323         Accrued expenses and other liabilities 1,315,006 1,342,251 195,447         Secured borrowings 767,900 392,100 57,094         Deferred tax liabilities 79,740 84,824 12,351         Lease liabilities 35,229 30,274 4,408 Total liabilities 2,505,282 2,153,608 313,590         Ordinary shares 129 129 19         Additional paid-in capital 5,160,783 5,164,104 751,952         Treasury stock (46,734) (61,046) (8,889)         Accumulated other comprehensive income 7,765 8,599 1,251         Accumulated deficit 908,870 1,334,804 194,363 Total equity 6,030,813 6,446,590 938,696 Total liabilities and equity 8,536,095 8,600,198 1,252,286   Operating Highlights and Reconciliation of GAAP to Non-GAAP Measures (in thousands, except for number of  borrowers, number of investors and percentages) For the Three Months Ended  March 31, 2022 March 31, 2023 March 31, 2023 RMB RMB USD Operating Highlights Gross written premiums 806,355 923,382 134,455 ——First year premium 540,043 627,314 91,344 ——Renewal premium 266,313 296,068 43,111 Number of insurance clients 120,968 80,856 80,856 Cumulative number of insurance clients 633,431 1,007,238 1,007,238 Amount of loans facilitated  4,606,889 6,420,213 934,855 Number of borrowers 508,746 872,235 872,235 Remaining principal of performing loans  12,421,001 11,129,221 1,620,540 Gross merchandise volume  59,021 308,567 44,931 Segment Information Insurance  Brokerage: Revenue 155,181 196,358 28,592 Sales and marketing expenses 5,172 2,289 333 Origination,servicing and other operating costs 93,190 133,617 19,456 Consumer credit: Revenue 390,473 483,873 70,457 Sales and marketing expenses 137,559 62,218 9,060 Origination,servicing and other operating costs 39,670 47,609 6,933 Others: Revenue 159,111 306,112 44,574 Sales and marketing expenses 33,452 41,705 6,073 Origination,servicing and other operating costs 20,081 18,519 2,696 Reconciliation of Adjusted EBITDA Net income 184,828 427,166 62,200 Interest expense/(income), net 25,573 (14,519) (2,114) Income tax expense 29,044 122,670 17,862 Depreciation and amortization 6,260 1,868 272 Share-based compensation 1,500 2,089 304 Adjusted EBITDA 247,205 539,274 78,524 Adjusted EBITDA margin 35.1 % 54.7 % 54.7 %     Delinquency Rates 15-29 days 30-59 days 60-89 days December 31, 2019 0.8 % 1.3 % 1.0 % December 31, 2020 0.5 % 0.7 % 0.6 % December 31, 2021 0.9 % 1.5 % 1.2 % December 31, 2022 0.7 % 1.3 % 1.1 % March 31, 2023 0.6 % 1.2 % 1.2 %     Net Charge-Off Rate  Loan Issued Period Amount of Loans Facilitated During the Period Accumulated M3+ Net Charge-Off as of March 31, 2023 Total Net Charge-Off Rate as of March 31, 2023 (in RMB thousands) (in RMB thousands) 2019 3,431,443 395,872 11.5 % 2020 9,614,819 778,668 8.1 % 2021 23,195,224 1,537,956 6.6 % 2022 22,623,101 598,837 2.6 %     M3+ Net Charge-Off Rate  Loan Issued Period Month on Book 4 7 10 13 16 19 22 25 28 31 34 2019Q1 0.0 % 0.8 % 2.0 % 3.4 % 5.3 % 5.9 % 6.3 % 6.3 % 6.3 % 6.3 % 6.3 % 2019Q2 0.1 % 1.5 % 4.5 % 7.5 % 8.8 % 9.2 % 9.9 % 10.3 % 10.6 % 10.6 % 10.6 % 2019Q3 0.2 % 2.9 % 6.8 % 9.0 % 10.4 % 12.0 % 13.2 % 13.8 % 14.4 % 14.6 % 14.6 % 2019Q4 0.4 % 3.1 % 4.9 % 6.3 % 7.2 % 7.9 % 8.4 % 8.9 % 9.5 % 9.8 % 9.8 % 2020Q1 0.6 % 2.3 % 4.1 % 5.2 % 6.0 % 6.2 % 6.6 % 7.2 % 7.7 % 7.8 % 7.9 % 2020Q2 0.5 % 2.5 % 4.2 % 5.3 % 6.1 % 6.7 % 7.5 % 8.1 % 8.2 % 8.2 % 2020Q3 1.1 % 3.3 % 5.1 % 6.3 % 7.1 % 8.1 % 8.7 % 8.8 % 8.9 % 2020Q4 0.3 % 1.8 % 3.2 % 4.6 % 6.0 % 7.0 % 7.4 % 7.6 % 2021Q1 0.4 % 2.3 % 3.9 % 5.5 % 6.6 % 6.9 % 7.2 % 2021Q2 0.4 % 2.4 % 4.5 % 5.9 % 6.4 % 6.7 % 2021Q3 0.5 % 3.1 % 5.0 % 5.9 % 6.2 % 2021Q4 0.6 % 3.2 % 4.6 % 5.3 % 2022Q1 0.6 % 2.5 % 3.8 % 2022Q2 0.4 % 2.2 % 2022Q3 0.5 %      

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Unitholders Requisition EGM at Sabana REIT to VOTE FOR Replacing the Current External Manager with a Newly Setup Internal Manager

SINGAPORE, June 9, 2023 /PRNewswire/ -- Quarz Capital and Unitholders holding more than 10% of the total units of Sabana Industrial REIT (SSREIT SP Equity) are requisitioning to convene an Extraordinary General Meeting ("EGM") for unitholders to VOTE FOR replacing the current External REIT Manager with a newly set-up Internal REIT Manager owned by and aligned with all unitholders. The removal of the External Manager is projected to increase the dividend paid to unitholders by more than ~7.2% (~7.6% Dividend Yield) due to cost savings from the elimination of all fees currently paid. With the complete alignment of interest and improved corporate governance, the new Internal Manager's execution of key strategies can potentially increase DPU by ~30% and unit price to more than ~S$0.55 (potential dividend yield of >9.2% at current price). The requisition letter is as follows: Date: Wednesday 7 June 2023 Attention:  The Board of Directors Sabana Real Estate Investment Management Pte. Ltd.(As Manager of Sabana Industrial REIT)151 Lorong Chuan2-03 New Tech ParkSingapore 556741 Dear Sirs, RE: REQUISITION TO CONVENE AN EXTRAORDINARY GENERAL MEETING FOR REMOVAL OF MANAGER PURSUANT TO CLAUSE 24.1.4 READ WITH SCHEDULE 1, PARAGRAPH 2 OF THE SECOND AMENDING AND RESTATED DEED DATED 24 MARCH 2016 1.  We are unitholders holding more than 10% of the total units of SGX-listed Sabana Industrial Trust ("Sabana REIT", "Sabana" or "Trust") managed by Sabana Real Estate Investment Pte Ltd ("Sabana REIT Manager", "SREI", "Manager" or "Sabana Manager"). 2.  We hereby give you notice pursuant to Clause 24.1.4 read with Schedule 1, paragraph 2 of the Second Amending and Restating Deed dated 24 March 2016 ("Deed") to convene an Extraordinary General Meeting ("EGM") and table the following resolutions to unitholders for the purposes of passing the following resolutions: - ORDINARY RESOLUTIONS RESOLVED: RESOLUTION 1: That Sabana Real Estate Investment Management Pte. Ltd. be removed as the Manager of Sabana Industrial REIT as soon as practicable after this resolution is passed. RESOLUTION 2: That the Trustee of Sabana Industrial REIT, HSBC Institutional Trust Services (Singapore) Limited, be directed to: i)  effect the internalization of the REIT Management function by incorporating a subsidiary ("Internal Manager") wholly owned by the Trustee and appointing such a subsidiary to act as the manager of Sabana Industrial REIT (the "Management Subsidiary"); ii)  hire and appoint qualified candidates as directors and staff of the Internal Manager in accordance with the applicable requirements of the Securities and Futures Act 2001; iii)  consider the retention of Sabana REIT's existing staff in order to maintain the continuity of Sabana REIT's operations; iv)  amend the provisions of the Deed such that each director of the Internal Manager may be appointed and/or removed by a simple majority of unitholders; v)  amend the provisions of the Deed such that each director of the Internal Manager must be endorsed or re-endorsed by unitholders at every 3rd annual general meeting of Sabana REIT; and vi)  amend the provisions of the Deed such that any change of control in the Internal Manager may only be effected upon approval of a simple majority of unitholders.   3.  Our reasoning for the proposed resolutions is outlined in the following pages: IMPORTANT: You will be making a binary decision. Remove the Manager or Keep the Manager. It is your choice. Not Voting is a Vote to Keep the Manager. Do nothing and you will continue to lose. Please attend the meeting and VOTE FOR the adoption of all the resolutions. Please register at: www.savesabanareit.com Join Telegram Group: https://t.me/savesabanareit for more updates and information. Quarz will hold a webinar for all unitholders on Thursday 6th of July 2023 at 8.00pm Link to webinars is: https://us02web.zoom.us/j/88970799227 (Meeting ID 889 7079 9227) YouTube link to video: https://youtube.com/@quarzcapital2614 Please contact us: +65 8684 6968 for any assistance. HOW DO UNITHOLDERS BENEFIT FROM REPLACING THE CURRENT EXTERNAL MANAGER WITH A NEW INTERNAL MANAGER? Unitholders are proposing to remove the current External REIT Manager ("External Manager"), Sabana Real Estate Investment Pte Ltd, and to replace it with a newly set-up Internal REIT Manager ("Internal Manager") owned by all unitholders. This process is known as "internalization". The internalization is projected to increase the dividend paid to unitholders by more than ~7.2% to S$0.0327 per unit (~7.6% Dividend Yield[1]) once the External Manager is removed. This increase would mainly come from cost savings of about ~S$7.25 million of fees[2] (of which S$4.4 million are management fees, equivalent to ~14% of distributable income) and net profit which unitholders currently pay to the External Manager and its shareholder, ESR Group ( 1821 HK )  . The removal of the External Manager will also likely eliminate all other fees such as performance, acquisition, divestment, lease and property management fees which needs to be paid by unitholders to the External Manager. As the Internal Manager will be fully owned by and aligned with all unitholders, its sole goal will be to increase dividend growth, unit price and corporate governance for unitholders as fast as possible. MAIN GOAL OF THE NEW INTERNAL MANAGER IS TO INCREASE DPU AND UNIT PRICE ABOVE S$0.53 (NAV) The new Internal Manager will be owned by and work for the benefit of all unitholders with the sole goal of increasing dividend and unit price above S$0.53 by quickly executing on key strategies.  The new Internal Manager can immediately execute on the following key strategies to potentially increase DPU and unit price by ~30% to more than ~S$0.55 (potential dividend yield of >9.2% at current price): 1.  Immediate cost savings of ~S$2.4[3] million per year through the internalization of the REIT manager (Additional DPU of S$0.0022 with upside of ~7.2%); 2.  Complete the asset enhancement of 1 Tuas Ave 4 and rent out ~90% of the asset at net rent of at least S$1.45psf/month (Additional DPU of S$0.0017 with upside of ~5.4%); 3.  Increase occupancy rate at NTP+ to ~90% by capitalizing on excellent location (next to MRT) and innovative space usage e.g., subdividing space to increase rentability to technology (software development, electronics) and E-Commerce clients (Additional DPU of S$0.0032[4] with upside of ~10.5%); and 4.  Undertaking S$~85m of acquisitions funded with yield of ~7.2% fully by debt (Additional DPU S$0.002 with upside of ~6.7%). In addition, the Internal Manager can execute other attractive and executable mid-term strategies which can potentially further drive Sabana REIT's unit price beyond S$0.55, such as the following: 5.  Develop ~200,000 square feet of new space at NTP+ (Additional DPU of S$0.0048[5] with upside of ~15.7%); and 6.  Develop more than 1 million square feet of untapped GFA/landbank with focus on sizeable key assets such as 33&35 Penjuru Lane, 26 Loyang Drive which can be transformed into New Economy ramp up logistic hubs or data centres (Additional DPU of S$0.0039[6] with upside of ~12.9%). The Internal Manager's complete execution of all the above catalysts in the short and mid-term can deliver a potential total DPU upside of almost ~60% to S$0.0483 (potential dividend yield of ~11.2%). In addition, the resolution also seeks to empower unitholders to appoint, approve and re-elect directors to represent their interests. This results in the complete alignment of interests between the Internal Manager and unitholders. By removing the current External Manager and appointing an Internal Manager, unitholders will finally benefit from a "win-win" solution which potentially results in higher DPU, unit price and better corporate governance!  UNDERPERFORMANCE OF SABANA REIT AND THE EXTERNAL MANAGER Sabana REIT is the only SGX-listed REIT with predominately Singapore industrial properties that is trading at a substantial discount of ~20% to its NAV of S$0.53. Since ESR Group (HK:1821) took control of the REIT manager in 3Q2019, the occupancy rate of Sabana REIT has constantly been below its REIT peers as well as the JTC national average. Sabana REIT's Dividend per unit ("DPU") in 2H2022 has already declined by more than 7% and 8% when compared to 2H2021 and 1H2022, whereas its SGX-listed peers have either nearly flat or increasing DPUs. Despite the favourable industrial market in 2022, occupancy rates in key buildings with higher rental rates in Sabana REIT's portfolio have fallen significantly in 4Q2022 (e.g., Frontech Centre 94%→66%, 8 Commonwealth Lane 100%→82%, 10 Changi South St 2 80%→74% and NTP+ (81%→77%). Sabana REIT's NAV has also plummeted by ~8% from S$0.57 in 4Q2019 to S$0.53 in 4Q2023. Due to these failures in maintaining occupancies, Sabana REIT's DPU and unit price are forecasted to further decline in 2023. The current performance of the REIT as described above is already costing unitholders substantial loss in terms of DPU and unit price. If substantial unitholders have not increased their stakes over the last 2-3 years, Sabana REIT's unit price might have potentially decreased to <S$0.40 given the worsening DPU, NAV and continuing bad performance of the External Manager If such performance continues, this may result in a further decline of DPU and unit price, especially when measured against the NAV of S$0.53. POTENTIAL CONFLICTS OF INTEREST ON THE PART OF THE EXTERNAL MANAGER ESR Group has 100% ownership in the External Manager of Sabana REIT. Yet at the same time, ESR Group is the 99% owner of the manager of ESR Logos REIT (SGX: J91U). It is also the largest unitholder in the REIT with a 16.4% stake. As both ESR Logos REIT and Sabana REIT primarily invest in Singapore industrial properties, ESR Group's significant ownership of the managers in both REITs results in the overlap of investment mandates which can potentially cause critical conflicts of interest issues relating to asset acquisitions, divestment, and strategic decisions between the REITs. These potential conflicts of interest can seriously and negatively impact Sabana unitholders' unit price and DPU.   In addition, ESR Group's stake in ESR REIT at ~S$401m[7] is ~4.1x more than its ~S$98m stake in Sabana REIT. ESR Logos REIT's manager also earns nearly 5 times of the management fee as compared to Sabana REIT's External Manager. As a HK listed company with fiduciary duties towards its own investors, it is unsurprising that ESR Group would prioritise the interests of ESR Logos REIT over those of Sabana REIT which, if true, would be to the detriment of Sabana REIT unitholders. One such example was in 2020, when Sabana REIT had been offered what was, in our view, an unexpectedly low implied price of S$0.30[8] to merge with ESR Logos REIT, which potentially benefited ESR Logos REIT and ESR Group at the expense of Sabana REIT unitholders. The potential conflicts of interest and corporate governance flaws can depress Sabana REIT's DPU and unit price. The removal of the current REIT Manager and the setup of a new Internal Manager will immediately end this issue relating to corporate governance. With an independent mandate, an Internal Manager can make strategic decisions that would serve unitholders' interests and achieve a higher DPU and unit price for unitholders. THE EXTERNAL MANAGER MODEL PRESENTS A POTENTIAL MISALIGNMENT OF INTERESTS BETWEEN THE EXTERNAL MANAGER AND UNITHOLDERS More than ~97% and ~90% of REITs in the US and Australia with market capitalizations exceeding ~S$1.4 trillion[9] are managed by Internal Managers. By comparison, the Singapore-listed REIT market only started in 2002[10] and has a total market capitalization of ~S$100 billion[11]. As the REIT market in US and Australia have been in existence since 1970s, the general investors' sentiments backed by numerous academic studies is that the External Manager Model tends to underperform the Internal Manager Model, especially in terms of DPU and unit price. This is because the External Manager Model suffers from a misalignment of interests between the External Manager in question and unitholders of a REIT. While an Internal Manager works to increase the DPU and unit price of unitholders, an External Manager tends to serve the interests of its owner, namely the Sponsor, by increasing its profitability where possible. An External Manager can increase the profitability of its Sponsor by: A.  increasing Acquisition Fees from doing more acquisitions; B.  increasing Management Fees by acquiring and enlarging the portfolio; or C.  acquiring the Sponsor's properties at a profit for the Sponsor's benefit. The External Manager could increase its fees by acquisitions, which is funded by increasing borrowings and/or doing placements and rights to raise capital from unitholders and new investors.   However, excessive acquisitions financed by borrowings and higher leverage levels can put the REIT on a weaker financial footing. Consistent placements and rights offerings, which are often done at a discount from the market price, may cause downward pressure on the unit price. Both such options may lower DPU and unit price and, would be in direct conflict with unitholders' interests. Due to the above and the preference of investors towards the Internal Manager Model, many REITs in the US and Australia have converted from External to an Internal Manager Model. EXAMPLES WHERE THE EXTERNAL REIT MANAGER MODEL HAS NEGATIVELY IMPACTED THE UNIT PRICE AND DPU OF UNITHOLDERS Manulife US REIT, Eagle Hospitality Trust and Dasin Retail Trust are three such examples of how the misalignment of interests between an External manager and unitholders can substantially reduce unit prices by more than 80%. As pointed out in a BT article by Ben Paul[12], the current high leverage problem at Manulife US REIT can be attributed to its External Manager's persistence in acquiring properties despite the already high leverage of 41% in 2021. Since its IPO in May 2016[13], the External REIT Manager has collected more than S$80m[14] of management, performance, and acquisitions fees from unitholders. This is while unitholders suffered a plunge of ~80%[15] in their unit price. Despite the distressed situation which the REIT is currently in, its External Manager, instead of supporting the REIT, is now currently in discussion with Mirae to enable the sponsor and the External manager's owner to cash out at a substantial profit. Over at Eagle Hospitality Trust, the sponsor who owned the External Manager injected their hotel assets into the REIT at inflated valuations through the usage of master leases with the sponsor. The sponsor subsequently defaulted on these master leases, which resulted in financial distress to the REIT and it was eventually wound up. While unitholders' investments were completely wiped out, the sponsor and the owner of the manager of Eagle Hospital Trust benefited from monies used to purchase the properties even though the REIT closed down.  At Dasin Retail Trust ("DRT"), Mr. Zhang Zhencheng, a minority shareholder of DRT's trustee-manager, and major unitholder of DRT filed a claim in the High Court against the lead independent director of the DRT's External Manager. Zhang alleged that the lead independent director pushed for a legally binding MOU which required DRT to buy assets in China from the foreign seller. This is when the REIT is potentially in distress with the unit price collapsing by more than 80%[16] since IPO and should be disposing assets to repay bank loans.  SUCCESSFUL EXAMPLES OF THE INTERNAL MANAGER MODEL IN SINGAPORE Similar to Sabana REIT, Croesus Retail Trust's unit price had consistently traded at a sharp discount of ~20% to its book value of ~S$0.95 prior to their internalisation. Croesus Retail Trust conducted the internalization of its manager in August 2016 to align the manager's interest with its unitholders and to increase DPU, unit price and corporate governance. Croesus Retail Trust saw its 4Q2017 (Quarter end June 2017) DPU increase by more than 18% year-on-year as its internal manager worked hard to increase rental income and reduce interest cost. In less than 10 months after the manager was internalized, Croesus Retail Trust sold itself to Blackstone at a premium of ~23% to its book value and a premium of ~38% to its VWAP in the last 12 months. Another example is NetLink Trust, which also has an internal Trust Manager since its IPO. NetLink Trust has outperformed the benchmark FTSE ST REIT Index by more than 25% and has also successfully grown DPU without any need for acquisitions and with low net gearing level of ~20%. The Trust has been ranked No. 1 in ASEAN Corporate Governance Scorecard as well as the Governance Index for Trusts. ARE THE RISKS REGARDING THE CHANGE OF CONTROL PROVISIONS AND THE BANK LOAN "REAL"? The current External Manager, in its desperation to make unitholders continue paying fees, may resort to 'scare tactics' such as 'change of control provisions' to preserve its own interest. This is despite the Internal Manager being able to deliver dividend and unit price upside to unitholders fairly quickly in the near future. Sabana REIT's leverage, at only 33.1%, is the 6th lowest leverage level among ~40 SGX-listed REITs. With the low leverage, it would take Sabana REIT less than 6 years to pay off the entire loan from Sabana's net property income ("NPI"). In comparison, it will take Keppel and Suntec REIT more than 11 years to pay off its entire loan from NPI[17].  The loans are backed by strong rental income from its property portfolio which is entirely in Singapore. Singapore is a highly transparent and attractive market with a substantial number of institutional investors and sovereign funds looking to invest in attractive and high yielding industrial assets with similar attributes to properties owned by Sabana REIT. All these further improve the high-quality collateral of Sabana REIT to UOB, HSBC and Maybank, which are the Trust's main financiers. As such, we are highly confident that Sabana REIT's current financiers which strongly uphold ESG (Environmental Social and Corporate Governance), will choose to support good corporate governance and ~10,000 Sabana REIT unitholders (many of whom are Singaporeans and also their clients) over an External Manager, especially if the latter is removed by unitholders via the EGM due to potential corporate governance concerns and conflicts of interest. Once an Internal Manager is appointed that solely focuses on quickly improving occupancy rate and dividend per unit above all else, this will be a win-win for the banks as they will be supporting a REIT with an even stronger portfolio and cashflow. ESR GROUP IS THE "BIGGEST LOSER" IF A CHANGE OF CONTROL PROVISION PROBLEM OCCURS If the "threat" of the change of control provision materializes, ESR Group, as the largest unitholder with a ~21% stake (valued at ~S$98million), would be the biggest loser as they have more than ~S$130million at risk including the Sabana External Manager. The potential loss of Sabana REIT Manager will also cast serious doubts on ESR Group's entire REIT management business model where it and its associates own more than 13 REIT Managers. It may also potentially result in ESR Group 'ESG hungry' capital partners such as GIC, OMERS and APG to reconsider and/or stop new and existing investments with the firm given the negative corporate governance implications. This can potentially result in the further substantial loss of ESR Group's market capitalization and valuation. ESR Group's share price has already collapsed nearly -30% and -55% since its IPO and late 2021[18]. If ESR's share price was to correct severely due to the above, it could expose the board of directors to potential lawsuits from its shareholders. RETAINING EXISTING STAFF AND HIRING BEST CANDIDATES IN THE MARKET Once unitholders cease all payment of fees to Sabana's External Manager, it is very likely that the External Manager will have to terminate most of its employees. This is as 100% of all revenue and profits of the External Manager are contributed by Sabana REIT and unitholders. The new Internal Manager welcomes all management and staffs who prioritise the interest of and are aligned with unitholders to join the refreshed team. In addition, Singapore is the 3rd largest listed REIT market in Asia Pacific with a ready and deep talent pool of professionals. The ongoing consolidation in the SGX-listed REIT market with more than 10 mergers and the privatization acquisitions in the SGX-listed REIT space over the last 7 years have resulted in highly qualified personnel being let go due to duplicity, despite their substantial REIT expertise. We look forward to the new Internal Manager hiring the best and the brightest from this strong talent pool, complemented by hires from the old External Manager, so that it is best placed to achieve the goal of increasing DPU and unit price with a target of at least S$0.53. UPHOLDING HIGH STANDARDS OF CORPORATE GOVERNANCE VIA INTERNALIZATION The MAS has previously affirmed that "high standards of corporate governance, characterised by strong accountability and transparency, are critical in upholding investor confidence in our Singapore's capital markets". ESR Group has had nearly 4 years to resolve the potentially critical overlapping investment mandate which leads to conflicts of interest issues. However, they seem to have shown little to no interest in resolving these issues besides a 'lowball' merger offer from ESR Logos REIT (EREIT SP Equity) at an implied price of S$0.30[19] which is at a ~42% discount to the NAV of Sabana REIT then. The External Manager's board of directors actively promoted the offer to the benefit of ESR Group and ESR Logos REIT despite its hugely negative impact on Sabana REIT unitholders. The External Manager then passed on the entire cost of the failed merger to unitholders. This is despite unitholders already publicly informing the Manager that the transaction will be overwhelmingly voted down by unitholders due to its inferior price. In April 2022, the board of the External Manager attempted to appoint Mr Charlie Chan as an 'independent director' despite him receiving a substantial premium of ~S$22 million over market price from ESR Group. This appointment was rejected by more than 77% of unitholders at the AGM. Additionally, in April 2023, even though about 90% of all unitholders at the AGM rejected the endorsement of Ms Elaine Lim, instead of respecting the votes of unitholders and upholding corporate governance, the board of the External Manager decided to go through a convoluted process of appointing her as a 'non independent director'. The internalization of the Sabana REIT Manager will once and for all resolve the above corporate governance issues. It will also substantially improve accountability and corporate governance at Sabana REIT. The regulators, by supporting this Internalization proposal, may also clearly demonstrate to existing External Managers of REITs listed on SGX that actions which damage unitholders' interest and confidence of investors, as well as lower the corporate governance standards and the reputation of Singapore's financial market, will no longer be tolerated. We are confident that MAS and SGX RegCo will safeguard the interest of unitholders' interest and act swiftly if the board and the owner of the Sabana REIT's External Manager were to prioritise the interest of ESR Group and protect the value of their stake in the Manager over those of independent unitholders. VOTE FOR THE REMOVAL OF THE CURRENT EXTERNAL MANAGER VOTE FOR THE SETUP OF A NEW INTERNAL MANAGER THAT IS ALIGNED WITH ALL UNITHOLDERS' INTERESTS TO INCREASE DPU, UNIT PRICE AND CORPORATE GOVERNANCE VISIT AND REGISTER AT WWW.SAVESABANAREIT.COM FOR MORE INFORMATION Join our Telegram Group: https://t.me/savesabanareit FOR UPDATES Frequently Asked Questions on EGM Resolutions 1.  What are the 2 resolutions to be voted on? The first resolution is to remove the current External Manager due to its poor performance and potential conflicts of interest. Once removed, unitholders will not need to pay any fees to the External Manager. The second resolution is to setup a new Internal Manager which will be owned by all unitholders. In addition, the resolution also seeks to empower unitholders to appoint, approve and re-elect directors to represent their interests. This results in the complete alignment of interests between the Internal Manager and unitholders. If these resolutions are passed and implemented, we project that these would increase unitholders' DPU by more than ~7% to S$0.033 per unit (~7.6% Dividend Yield) through the elimination of fees paid to the External Manager. The main goal of the new Internal Manager would be to increase DPU and unit price by more than 30% to above S$0.53 (NAV per unit). The new Internal Manager will be able to achieve the above by executing on key strategies such as increasing occupancy rate, asset enhancements and development projects for the benefit of Sabana REIT unitholders. 2.  What are the disadvantages of the current model of Sabana External Manager? Sabana unitholders currently pay more than S$7.25 million per year, including S$4.4 million of management fees (~14% of annual dividend per unit), to Sabana REIT Manager which is 100% owned by ESR Group. These fees from unitholders go toward paying the directors and CEO of the External Manager some of the highest salaries and fees among SGX-listed REITs. Even after paying these salaries, the External Manager makes another S$1.2 million in profit, which ESR Group benefits from as its 100% owner. If Sabana REIT makes acquisitions, divestments and increases its portfolio size, unitholders will have to pay even more fees to the External Manager. These fees paid to Sabana External Manager still have to be paid regardless of the performance of DPU and unit price. This means that even if the unit price and DPU decreases after the acquisitions, unitholders will have to pay even more fees to the External Manager. For example, the management fees paid by ESR Logos REIT unitholders to its External Manager (which is also owned by ESR Group, similar to Sabana REIT) increased by more than ~222% from S$6.5 million in 2013 to S$21.2 million in 2022. However, the DPU paid to unitholders plunged by ~40% from 5 cents in 2014 to 3 cents in 2022. The unitholders' NAV per unit also declined by ~48% from S$0.681 to S$0.348 in first quarter 2023. It is clear that this arrangement does not make sense for us as unitholders. 3.  What is internalization and will I receive more dividend per unit? Internalization means the end of the payment of management fees and profits to the Sabana External Manager owned by ESR Group. All other fees such as acquisition, divestment, performance and property management fees paid to External Manager will be eliminated, resulting in significant cost savings. The Trustee will setup a new manager which is owned by and for all unitholders. The CEO, directors and staffs will be employed in-house and directly by the REIT's Internal Manager. It is also envisaged that the REIT will be able to control the salaries paid to the CEO and directors of the Internal Manager which, if implemented, will result in enormous cost savings. 4.  How does internalization get unitholders' unit price back to Sabana REIT's NAV of S$0.53? As the fees and profit paid to the External Manager would be eliminated and the cost of the CEO, directors and staff can be better managed, unitholders are projected to see a ~7% jump in dividend per unit from S$0.0305 to S$0.0327, increasing the dividend yield to ~7.6%. The new Internal Manager can immediately execute the strategies below which, if implemented, may potentially increase DPU and unit price by another ~30% to more than ~S$0.55 (potential dividend yield of >9.2% at current price): 1.  Immediate cost savings of ~S$2.4 million per year through the internalization of the REIT manager (Additional DPU of S$0.0022 with upside of ~7.2%); 2.  Complete the asset enhancement of 1 Tuas Ave 4 and rent out ~90% of the asset at net rent of at least S$1.45psf/month (Additional DPU of S$0.0017 with upside of ~5.4%); 3.  Increase occupancy rate at NTP+ to ~90% by capitalizing on excellent location (next to MRT) and innovative space usage e.g., subdividing space to increase rentability to technology (software development, electronics) and E-Commerce clients (Additional DPU of S$0.0032 with upside of ~10.5%); and 4.  Undertaking S$~85m of acquisition funded with yield of 7.2% fully by debt (Additional DPU S$0.002 with upside of ~6.7%). In addition, the Internal Manager can execute other attractive and executable mid-term strategies which can potentially further drive Sabana REIT's unit price beyond S$0.55, such as the following: 1.       Develop ~200,000 square feet of new space at NTP+ (Additional DPU of S$0.0048 with upside of ~15.7%); and 2.       Develop more than 1 million square feet of untapped GFA/landbank with focus on sizeable key assets such as 33&35 Penjuru Lane, 51 Penjuru Road, 26 Loyang Drive which can be transformed into New Economy ramp up logistic hubs or data centres (Additional DPU of S$0.0039 with upside of ~12.9%). The Internal Manager's complete execution of all the above catalysts in the short and mid-term can deliver a potential total DPU upside of more than 58% to S$0.0483 (potential dividend yield of ~11.2%). 5.  Are there any examples of internalization in Singapore? Did unitholders benefit from such an arrangement? Yes. Croesus Retail Trust successfully internalized its Manager in August 2016. Croesus Trust saw its 4Q2017 (Quarter end June 2017) DPU increase by more than 18% year-on-year as its Internal Manager worked hard to rental income and reduce interest cost. In just a short 10 months after internalization, Blackstone offered to buy Croesus Retail REIT at S$1.17 in cash at a premium of 38% to its 12-month volume average price of S$0.85. The offer was also at a 23% premium to its NAV of S$0.95. This demonstrates the potential benefit that unitholders can stand to gain under an Internal Manager who is fully devoted to increasing the DPU and unit price of unitholders.      The press and analysts were also highly supportive of the internalization undertaken by Croesus Retail Trust: "The proposal is a 'good step in the right direction' and may also prompt smaller REITs to move towards a similar direction." Straits Times (14 June 2016) "Good show of commitment to unitholders that they are keeping their "skin in the game"… Studies have shown that internal managed trusts tend to trade at a premium to externally managed ones." Business Time (24 June 2016) "Higher valuations garnered by internally managed REITs reflect great investor confidence. The markets for stocks of REITs with better corporate governance tends to be more liquid and efficient than those for other REITs." The Edge (week of 20-26 June 2016) 6.  How common is having an Internal Manager in the REIT sector? In the US and Australia, which are more developed REIT markets when compared to Singapore, more than ~97% and ~90% of the REITs managing more than S$1.4 trillion of market capitalization are managed by Internal Managers. The Singapore REIT market only started in 2002 and only has a market capitalization of ~S$100 billion. When REITs started in the US and Australia in the 1970s, it was mostly managed by External Managers. However, it soon became clear to investors that externally-managed REITs performed worse in terms of DPU and unit price than internally-managed REITs. This is because External Managers may tend to serve the interests of its owners, namely the Sponsor, by increasing its profitability where possible. To increase fees and profits, External Managers may resort to undertaking unnecessary acquisitions, increasing leverage, and purchasing the pipeline assets of its sponsor. Eventually, most investors in these developed markets are not inclined to accept the External Manager Model anymore. As a result, many externally-managed REITs had to adopt the Internal Manager Model due to its superior performance in unit price and dividend as well as robust corporate governance. 7.  ESG (Environmental, social governance) and corporate governance is very important to me. Is the Internal Manager better in this? Absolutely Yes. The Internal Manager will have a much higher level of ESG and corporate governance compared to the current structure for the following reasons: Firstly, there is no potential or actual conflicts of interest as the Internal Manager is owned by all unitholders. The resolutions envisage that a simple majority of unitholders will have the ability to vote in directors who can protect their interest and increase the DPU and unit price. As such, these would incentivise the management team and directors of the Internal Manager to work fully for the benefit of unitholders.  8.  Internalization seems great for unitholders. Why is the directors and management of the External Manager saying no to this? The ESR Group-owned External Manager has made its CEO and directors some of the most highly paid personnel among SGX-listed REITs despite the drop in DPU to unitholders and despite the unit price of the REIT trading at a ~20% discount to its NAV of S$0.53. By contrast, almost all of Sabana REIT's industrial peers trade closer to their NAV. If the External Manager is voted out, the directors and CEO might be terminated or otherwise might have to reduce their salaries or have them pegged to the share price and DPU of the REIT. 9.  Do we have to pay ESR Group for the manager? No. We do not have to pay ESR Group for the manager. 10. Are the risks regarding the change of control provisions and the bank loan "real"? No. The External Manager may try to create "fear" in unitholders to prevent itself from being voted out. This is because it knows that internalization is much more beneficial and increases DPU for unitholders, but is not in the interest of the External Manager. If internalization happens, the External Manager will no longer be able to collect fees which are equivalent to more than ~15% of DPU from unitholders.   Firstly, Sabana REIT's leverage at 33.1% is the 6th lowest among SGX-listed REITs. It would take less than 6 years to pay off the entire loan from Sabana REIT's net property income. In comparison, it would take Keppel and Suntec REIT potentially more than 15 years to pay off their entire loans from NPI. Sabana REIT's entire portfolio is in Singapore which is a highly developed market with substantial number of institutional investors and sovereign funds looking to invest in attractive and high yielding industrial property assets. These assets share similar attributes with properties owned by Sabana REIT. As such, the banks know that the loans are backed by these high-quality properties. Sabana REIT's next financing is only due in November 2024. Given the high-quality collateral in its portfolio, we are highly confident that the REIT's current reputable bankers such as UOB, HSBC and Maybank, which strongly uphold ESG, will choose to support good corporate governance and the more than ~10,000 unitholders (many of whom are Singaporeans and are also their clients) over an External Manager, especially if the latter has been removed by unitholders due to potential conflicts of interest, corporate governance flaws and underperformance as a result of the EGM. Should the new Internal Manager focus on improving occupancy rate and dividend per unit above all else, this would be a clear win-win for these banks as the loans to the REIT will be backed by even stronger properties and cashflow. 11. Who will lose the most if there are any issues with the change of control provisions? ESR has a ~21% stake in Sabana REIT valued at ~S$98 million, and it also bought the External Manager for more than S$30 million. If there are any issues with the change of control provisions, ESR has potentially more than ~S$130 million of investment at risk. This will also cast serious doubts on ESR Group's entire REIT management business model, considering ESR Group and its associates own more than 13 REIT managers. ESR Group's capital partners such as GIC, OMERS and APG might potentially stop and/or re-consider new and existing investments with the firm given the negative implications that this would have on its corporate governance. This could potentially result in further substantial loss of ESR Group's market capitalization and valuation. ESR Group's share price has already collapsed -30% and -55% since its IPO and since late 2021.[20] If ESR's share price was to correct severely due to the above, it could expose the board of directors to potential lawsuits from its shareholders. 12. How do you find good people to run Sabana REIT after internalization? In the event of an internalization, the External Manager will likely have to cease its operations once it is removed from managing Sabana REIT. As such, it is highly likely that the External Manager will terminate most of the staff. The new Internal Manager will target to retain all competent staff and directors from the current External Manager who have the relevant expertise in managing and operating the REIT and are motivated to increase the unit price and DPU to all unitholders.  Additionally, there have been more than 10 mergers and privatisations in the SGX-listed REIT market which have resulted in highly qualified staff of REIT Managers being let go due to duplicity. Singapore also has a deep talent pool of real estate professionals as the 3rd largest listed REIT market in Asia Pacific and as a regional financial hub. The new Internal Manager can hire the best and the brightest from this strong talent pool, complemented by previous hires from the External Manager, to continue running Sabana REIT with the goal of increasing DPU and unit price for unitholders. 13.  Why is Quarz pushing for Internalization? Are they paid to do this? No, we are not paid to do this. Our interests are aligned with all unitholders. If the DPU and unit price goes up, we and all unitholders win together. Quarz has been an investor in Sabana REIT since 2019, before ESR Group's purchase of the controlling stake in Sabana REIT Manager. We invested in Sabana REIT due to the multiple attractive catalysts such as the increase in occupancy rate, asset enhancement opportunities and development of more than 1 million square feet of untapped GFA/landbank which can together potentially increase dividend yield and unit price substantially to more than S$0.53 if the External Manager can execute well. However, the External Manager's execution has continued to remain weak. This can potentially be attributed to the overlapping investment mandate and potential conflicts of interest due to ESR Group's ownership of the External Manager. By removing the External Manager and replacing it with an Internal Manager, Sabana REIT can potentially increase its DPU and unit price for all unitholders. 14.  Sounds good. How do I make sure internalization happens? Please take action to VOTE FOR Resolutions 1 and 2 at the EGM. ESR and its affiliates which hold more than 25% unitholding will most probably vote against the resolutions as they want to continue to benefit from the management fees and profits that unitholders pay to the REIT manager. If all unitholders VOTE FOR Resolutions 1 and 2, and the internationalization occurs successfully, we will be able to increase our DPU and unit price all together. Based on our projections, the internalization will increase the DPU of unitholders by more than 7%. Together with the prompt execution of the other strategies, the new Internal Manager may potentially increase DPU and unit price upside by ~30% to more than ~S$0.55 (potential dividend yield of >9.2% at current price). 15.  Where do I get more information? Please register at: www.sabanareit.com Join Telegram Group: https://t.me/savesabanareit for more updates and information. Quarz will hold a webinars for all unitholders on Thursday 6th of July 2023 at 8.00pm The link to the webinar is: https://us02web.zoom.us/j/88970799227 (Meeting ID 889 7079 9227) YouTube link to video: http://youtube.com/@quarzcapital2614 Please contact us at +65 8684 6968 for any assistance. Sincerely yours, Jan F. Moermann Chief Investment OfficerQuarz Capital ASIA (Singapore) Pte. Ltd. Havard Chi Cher PanUnitholder and Head of ResearchQuarz Capital ASIA (Singapore) Pte. Ltd. [1] Based on unit price of S$0.430. [2] Sabana Industrial REIT Annual Report 2022 [3] Assume Internal manager's cost structure is equivalent to External Manager with Operating Profit Margin of ~55% (Average Operating Profit Margin of ~64% achieved by External Managers in Chart 2 [4] Assume net rent of at least ~S$3.3/psf/month [5] Assume construction cost of ~$300psf and net rent of at least ~$3.5psf/month with occupancy rate of ~90% [6] Assume construction cost of ~$180psf and net rent of at least ~$1.4psf/month with occupancy rate of ~90% [7] Unit price of S$0.32 on 5 June 2023 [8] Merger offer of 0.94x ESR Logos REIT unit for 1 Sabana REIT unit (ESR Logos REIT unit price of S$0.32 on 5 June 2023) [9] NAREIT NYSE listed REITs equity market capitalization in April 2023 [10] First REIT to list in Singapore was CapitaLand Mall Trust in 2002 [11] REITAS Overview of the S-REIT Industry [12] Paul, Ben. "Manulife US Reit's manager and sponsor group need to deliver real value rather than just words" Business Times, 13 Feb 2023 [13] Manulife US REIT IPO price of USD0.83 per unit [14] USD61.6million of acquisition, management and performance fees from unitholders, annual reports 2016-2022 [15] Unit price of USD0.17 on 5 June 2023 [16] Unit price of S$0.127 on 5 June 2023 and IPO price of S$0.80 [17] 2022 Annual Reports of Suntec REIT and Keppel REIT [18] ESR Group's share price of HKD11.94 on 5th of June 2023, IPO price of HKD16.8 and 31st Dec 2021 price of HKD 26.35 [19] Merger offer of 0.94 ESR Logos REIT unit for 1 Sabana REIT unit. Assuming ESR Logos REIT price of S$0.32 as of 5th June 2023. [20] ESR Group's share price of HKD11.94 on 5th of June 2023, IPO price of HKD16.8 and 31st Dec 2021 price of HKD 26.35   For further information, please contact: info@savesabanareit.com Havard ChiEmail: hch@quarzcapital.com  

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CGTN: China stresses green development, ethnic unity in modernization drive

BEIJING, June 9, 2023 /PRNewswire/ -- In his first trip to an autonomous region since the 20th National Congress of the Communist Party of China (CPC) last October, Xi Jinping, general secretary of the Communist Party of China Central Committee, inspected north China's Inner Mongolia Autonomous Region from Monday to Thursday. During the fact-finding trip, Xi, also Chinese president and chairman of the Central Military Commission, called on the region to adhere to its strategic position and pursue green development that prioritizes ecological protection. Efforts should also be made to pursue a new development philosophy and forge a strong sense of community for the Chinese nation so as to strive to write a new chapter of Chinese modernization, he said. Green development Located at the apex of the meandering bends of the Yellow River, Wuliangsu Lake is the biggest lake wetland of the Yellow River basin, and with functions like regulating water flow, improving water quality, and preventing ice formation and flooding, it is a hub of ecological functions in north China. With the lake as the first stop of his inspection tour, Xi has stressed the integrated protection and systematic management of mountains, rivers, forests, farmlands, lakes, grass and sand. Over the past decade, Inner Mongolia has planted 122 million mu (about 8.1 million hectares) of trees and 286 million mu of grass, with the area of desertified land continuously reduced, data from the regional government showed. While affirming the achievements the region has made, Xi also highlighted the importance of continuous efforts in promoting green development. The top priority of Inner Mongolia's development lies in transforming and upgrading the traditional energy industry, vigorously developing green energy, and strengthening the country's major energy base, he said. During a visit to an industrial park in Hohhot, Xi urged efforts for China to realize self-sufficiency in science and technology after learning about the R&D and production of semiconductor and photovoltaic materials products of the enterprises in the park. He called on Inner Mongolia to actively participate in the Belt and Road Initiative and the building of the China-Mongolia-Russia economic corridor to elevate the level of opening up. Xi also urged the region to boost its connectivity with the Beijing-Tianjin-Hebei region, the Yangtze River Delta, the Guangdong-Hong Kong-Macao Greater Bay Area, and China's northeastern provinces. A community for the Chinese nation China is a unified multiethnic country, and Inner Mongolia Autonomous Region was the first province-level autonomous region established in China. Xi noted on Thursday that, from a national perspective, the most arduous task in bringing prosperity to all the people nationwide remains in some border areas with mainly ethnic minority populations. These areas should not be left behind on the road to common prosperity, he underscored. Employment channels should be developed, the multi-level social security system should be improved and the results of poverty alleviation should be consolidated, Xi said. In addition, he stressed the significance of ethnic unity and a sense of community for the Chinese nation, a concept the Chinese leader has stressed on many occasions. Over the past decade, China has taken solid measures to foster a stronger sense of community for the Chinese nation, including supportive policies, development funds and industrial projects for ethnic minority groups and border areas. From 2012 to 2022, the per capita disposable income of urban residents in areas with large ethnic minority populations increased by an annual average of 7.7 percent, and that of rural residents increased by 10.2 percent, according to the National Ethnic Affairs Commission. https://news.cgtn.com/news/2023-06-08/Xi-urges-Inner-Mongolia-to-pursue-green-development-1kt8myCu1yg/index.html

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A Special journey for ‘Ronaldo of Yushu’ and his 39 friends

BEIJING, CHINA - Media OutReach - 9 June 2023 - After travelling some 2,500 km, 40 Tibetan kids from a welfare home on the around 4,500-meter-high Qinghai-Tibet Plateau finally set foot on China's top-level football stadium on June 2. 40 Tibetan and Beijing teenagers celebrated International Children's Day in Beijing on Jun 1. The 40 kids came from Yushu Tibetan Autonomous Prefecture, northwest China's Qinghai Province. They stayed in Beijing for five days and took part in a series of exchange activities. Yushu lies at the source of the Yellow, Yangtze, and Lancang (the upper reaches of the Mekong) rivers. Thirteen years ago, a 7.1 magnitude earthquake struck the area, attracting the world's attention. The oldest of the 40 Tibetan kids is 16 and the youngest 7. This was the first time they had visited Beijing. Some of them had never left their hometown or sat in an airline seat. Among them, there were many football lovers, but the lack of professional training has not thwarted their dreams of becoming a player. On Friday night, these kids showed up at the Beijing Workers' Stadium, one of the most prestigious stadiums in China, which hosted events related to the 1990 Asian Games and the 2008 Olympic Games. A boy named A Bin, nicknamed the "Ronaldo of Yushu", and five of his friends served as escorts during a game of CSL (Chinese Football Association Super League). Nearly 50,000 fans in the stadium cheered to welcome these 40 special guests. Tibetan teenagers watched a football game at the Beijing Workers' Stadium on Jun 2. During their journey in Beijing, they also participated in many activities on ethnic culture. At an experience hall on the culture and history of Chinese ethnic groups on the former site of the National Mongolian and Tibetan school, Zangba Cicheng (藏巴次成), a boy who enjoys history classes, buried himself in the historical materials from more than 100 years ago. He said that learning history is the best way to understand the country and the nation. While watching the performance of the China Ethnic Song & Dance Ensemble, Dolma Tso(卓玛措), a 13-year-old girl, said that the musical instruments of different ethnic groups have their own characteristics, but produce a very imposing and pleasant sound when played together. The Palace Museum, the Great Wall, the Bird's Nest, the Water Cube (the National Aquatics Center)... the places these Tibetan kids have toured are epitomes of not only the history of ancient China, but also the pulse of modern China. When asked about the reason why they wanted to visit Beijing the most, the kids give various answers. But the hottest answer was "Because Beijing is the capital city of our country." The five-day program was organized by China News Service, a mainstream news agency. "Through this special program during Children's Day, we hope to warmly welcome the kids so that they will have hope in their eyes and dreams in their hearts. We hope they will have more unforgettable childhood memories and a more promising future," said Yu Lan, deputy editor-in-chief of China News Service and president of China News Network, the agency's official website. Hashtag: #ChinaNewsNetworkThe issuer is solely responsible for the content of this announcement.

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Arçelik's developers boosted with advanced capabilities of Open AIGPT Models

ISTANBUL, June 9, 2023 /PRNewswire/ -- Arçelik, one of Europe's leading home appliances companies, has today announced the launch of the 'Arçelik Developers' AI Platform', a new web application designed to enhance the efficiency and capabilities of its developers in coding by utilizing multiple features through artificial intelligence, such as code generation, error detection, code optimization, and automated testing. Available to developers across the organisation, the platform has been built to integrate seamlessly with OpenAI GPT model, strengthening the security and confidentiality of intellectual property across the global organization through the incredible power of AI. Utku Barış Pazar, Arçelik Chief Strategy and Digital Officer Arçelik Developers' AI Platform marks a promising roadmap for the company which boasts a global workforce of 40,000 employees across 12 brands and over 100 countries. In opening up the Platform, Arçelik hopes to revolutionize the way developers work with AI, and how data, security, and operations is handled across the business as the company seeks more efficient, more intelligent and more technologically advanced ways. Hosted in Arçelik's dedicated cloud environment, the platform is built to strengthen the security of intellectual property across the organisation. Key features include multi-factor authentication adding an extra layer of protection, GPT 3.5/GPT 4.0 integration to enhance development processes, and analytics usage reports which help developers analyse insights and make data-driven decisions. The program is expected to have positive impacts in productivity, speeding up coding capabilities by 40% as well as the time-to-market for applications by 20%. Additionally, the program is set to see a 30% reduction in support tickets for developers trained or upskilled. Commenting on the launch, Utku Barış Pazar, Chief Strategy and Digital Officer at Arçelik said: "The launch of the Arçelik Developer Platform is a significant milestone, helping us enhance operations as we advance Arçelik's digital transformation journey. The platform has rich potential, with many use cases in departments across the business and we're excited for the innovations and creativity this will help us unlock." While the first iteration of the platform is aimed at Arçelik's developer community, the organisation is also investing in upskilling its global workforce through its AI champions, comprised of its dealers and employees in other departments such as HR, marketing and product design, and providing targeted training content.  Creating value by employing cutting-edge AI solutions is an essential aspect of Arçelik's overarching AI strategy. The new platform will be the first of many other AI platforms across Arçelik in various domains such as supply chain, manufacturing, and product portfolio, from product testing to intelligent consumer solutions. Impactful artificial intelligence integration is part of Arçelik's wider AI vision. About Arçelik: With 40,000 employees throughout the world, Arçelik's global operations include subsidiaries in 52 countries, and 30 production facilities in 9 countries and 12 brands (Arçelik, Beko, Grundig, Blomberg, ElektraBregenz, Arctic, Leisure, Flavel, Defy, Altus, Dawlance, Voltas Beko). Arçelik, Europe's second largest white goods company with its market share (based on volumes), reached a consolidated turnover of 7.7 billion Euros in 2022. Arçelik's 30 R&D and Design Centers & Offices across the globe are home to over 2,300 researchers and hold up to 3,000 international registered patent applications to date. In 2022, Arçelik achieved the highest score in the DHP Household Durables category for the 6th year in a row (based on the results dated December 2022) in the Dow Jones Sustainability Index of the S&P Global Corporate Sustainability Assessment. Through its leadership position in sustainability and credible decarbonization roadmap for achieving net zero, Arçelik became the first and only company from its industry to receive the Terra Carta Seal by His Majesty King Charles III. Arçelik's vision is 'Respecting the World, Respected Worldwide.'

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ST. REGIS HOTELS & RESORTS IN ASIA PACIFIC ANNOUNCES "HOUSE OF CELEBRATION" TO REVEL IN WITH EACH NEW SEASON

From Fashion Shows to Fine Dining, The Spirit of Revelry Shines with Celebratory Offerings for Luminaries and Tastemakers in the Glamorous Traditions of The House of Astor HONG KONG, June 9, 2023 /PRNewswire/ -- St. Regis Hotels & Resorts in Asia Pacific is inviting guests to its "House of Celebration", inspiring guests to relive the timeless and storied festivities of the Astors, the iconic brand's founding family, known for their lavish and incomparable gatherings. Just like haute couture runways, the House of Celebration defines a unique theme for each of the four seasons with limited-edition cultural, fashion, and dining experiences that highlight St. Regis' beloved rituals and create new traditions across the finest addresses in the Asia Pacific region, from Hong Kong and Shanghai to Jakarta and Osaka. L-R: The Art of Drinking at The St. Regis Bar; Afternoon Tea Ritual. (For high-resolution images, click here to download.) "St. Regis hotels and resorts have always attracted society's luminaries, serving as places for iconic celebrations and exquisite rituals," said Jennie Toh, Vice President, Brand Marketing & Management, Asia Pacific, Marriott International. "We will continue this tradition with the House of Celebration, creating extraordinary moments that punctuate the year and set the stage for exquisite experiences through a bold vision of modern glamor that reimagines timeless rituals, blending them with destination-defining activations for each season." Spring – A Celebration of People On May 31, 2023, the House of Celebration kicked off with a preview of the limited-edition experiences for the upcoming seasons. To commemorate the arrival of springtime, a star-studded occasion celebrated society's tastemakers and gathered luminaries at St. Regis' latest debut, The St. Regis Jakarta. The glittering launch featured Indonesian fashion designer, Monica Ivena's latest capsule collection and marked the debut of Bright Encounters, a thought salon experience, featuring Monica Ivena over a St. Regis signature Afternoon Tea at The Drawing Room. Bright Encounters will be one of the House of Celebration's feature events to ignite deeply meaningful conversations amongst distinguished attendees on lifestyle, fashion, culture, art, sustainability and travel. The launch also included previews of events to look forward to in the coming seasons, including summer's Exquisite Journey Menus and The Art of Drinking experiences, along with autumn's Fashion Trunk Shows. L-R: Special guest, Jessica Jung, Korean American singer-songwriter, actress, author, fashion designer and businesswoman; Monica Ivena Kaleidoscope Dreams Fashion Show. (For high-resolution images, click here to download.) Summer – A Celebration of Place From July 5 to August 31, St. Regis hotels will take guests on expeditions of culinary tastes and traditions, in collaboration with chefs from various extraordinary St. Regis destinations. The flavors of summer are celebrated in Exquisite Journey Menus that showcase the finest of locally sourced ingredients, as well as marvelous reimaginations of distinctly different cultural cuisines. The Art of Drinking will feature special cocktails - including flights of various iconic St. Regis Bloody Marys and other New York-inspired cocktails with distinctly local flavors - that will transport guests to other St. Regis destinations. Autumn – A Celebration of Culture From September 6 to November 30, St. Regis hotels and resorts in Asia Pacific will set inimitable stages for sophisticated celebrations of culture and diversity. Guests can look forward to Bright Encounters, or masterclasses with St. Regis Butlers and the most stellar tastemakers of the fashion world to learn Packing in Style, with tips for packing couture garments and valuable luxury items when traveling. Butler Service is one of the most beloved signature rituals of the St. Regis brand, and the masterclasses will be accompanied by inspirational Fashion Trunk Shows. Guests can meet and interact with fashion designers, get personalized advice from expert stylists, enjoy creative displays, and purchase bespoke limited-edition couture pieces. The House of Celebration will also commemorate fashion with special events at The St. Regis Shanghai Jing'an. Winter – A Celebration of Time The end of the year and the start of a new one offers a joyous occasions to celebrate with family and friends. From December 6 to February 29, 2024, St. Regis hotels and resorts will welcome guests in lavishly decadent settings for festive holiday celebrations. As part of the House of Celebration's winter season, guests will have the opportunity to learn fabulous tips to enhance holiday rituals in true St. Regis fashion. The Art of Gifting will see St. Regis Butlers offering gift wrapping services using House of Celebration seasonal wrapping paper for guests in-suite or while they relax over a festive Afternoon Tea. Children can also enjoy the brand's Family Traditions, a workshop for kids on the art of gift wrapping. Guests can also book private champagne sabering masterclasses, The Art of Sabrage, led by expert St. Regis Butlers or mixologists, and be enthralled as they learn about the history and techniques of sabrage, one of the most iconic evening rituals in St. Regis traditions. For more information, please visit https://st-regis.marriott.com/. About St. Regis Hotels & Resorts Combining timeless glamour with a vanguard spirit, St. Regis Hotels & Resorts is committed to delivering exquisite experiences at more than 50 luxury hotels and resorts in the best addresses around the world. Beginning with the debut of The St. Regis hotel in New York by John Jacob Astor IV at the dawn of the twentieth century, the brand has remained committed to an uncompromising level of bespoke and anticipatory service for all of its guests, delivered flawlessly by the signature St. Regis Butler Service. For more information and new openings, visit stregis.com or follow Twitter, Instagram and Facebook. St. Regis is proud to participate in Marriott Bonvoy®, the global travel program from Marriott International. The program offers members an extraordinary portfolio of global brands, exclusive experiences on Marriott Bonvoy Moments and unparalleled benefits including complimentary nights and Elite status recognition. To enroll for free or for more information about the program, visit marriottbonvoy.com. About Marriott Bonvoy®s Marriott Bonvoy's extraordinary portfolio offers renowned hospitality in the most memorable destinations in the world, with 31 brands that are tailored to every type of journey. From The Ritz-Carlton and St. Regis to W Hotels and more, Marriott Bonvoy has more luxury offerings than any other travel program. Members can earn points for stays at hotels and resorts, including all-inclusive resorts and premium home rentals, and through everyday purchases with co-branded credit cards. Members can redeem their points for experiences including future stays, Marriott Bonvoy Moments™, or through partners for luxurious products from Marriott Bonvoy Boutiques®. To enroll for free or for more information about Marriott Bonvoy, visit marriottbonvoy.com.

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