UNIT TRUST DEED
Chen Property Trust · Victoria, Australia
TRUST
| TRUST NAME | Chen Property Trust |
| GOVERNING STATE | Victoria |
| COMMENCEMENT DATE | 1 June 2026 |
| VESTING DATE | 1 June 2106 |
| UNIT CLASS | Ordinary Units |
| TOTAL UNITS | 100 |
| PAR VALUE PER UNIT | AUD 1.00 |
| TOTAL CAPITAL | AUD 100.00 |
| CORPORATE TRUSTEE ACN | 987 654 321 |
| TRUSTEE ABN | 98 765 432 109 |
SETTLOR
Margaret R. Walsh
50 Collins Street, Melbourne VIC 3000
TRUSTEE (CORPORATE)
Chen Trustee Pty Ltd
Level 12, 200 Queen Street, Melbourne VIC 3000
UNITHOLDER 1
Wei Chen
Level 12, 200 Queen Street, Melbourne VIC 3000
UNITHOLDER 2
Mei Lin Chen
Level 12, 200 Queen Street, Melbourne VIC 3000
Established: 1 June 2026
Vesting: 1 June 2106 · Victoria
THIS DEED is made on 1 June 2026 by Margaret R. Walsh of 50 Collins Street, Melbourne VIC 3000 ("Settlor") and Chen Trustee Pty Ltd of Level 12, 200 Queen Street, Melbourne VIC 3000 ("Trustee"). The parties agree and declare as follows:
1.
ESTABLISHMENT AND SETTLEMENT
The Settlor transfers to the Trustee the sum of AUD 10.00 (the "Settlement Sum") as a gift, the receipt of which the Trustee acknowledges. The Trustee declares that it holds the Settlement Sum and all property hereafter added to or representing the Settlement Sum (the "Trust Fund") upon the trusts set out in this Deed. This trust is constituted as a unit trust, known as the "Chen Property Trust" (the "Trust"), in which the entire beneficial interest in the Trust Fund is divided into units. The Settlor shall have no beneficial interest in the Trust Fund after the date of settlement, and nothing in this Deed shall be construed to reserve any interest to the Settlor. The Trustee accepts office on the terms of this Deed.
In this Deed, unless the context otherwise requires: "Corporations Act" means the Corporations Act 2001 (Cth); "ITAA 1936" means the Income Tax Assessment Act 1936 (Cth); "ITAA 1997" means the Income Tax Assessment Act 1997 (Cth); "Net Income" has the meaning given in section 95 of the ITAA 1936; "Trust Fund" means all property held by the Trustee on the trusts of this Deed from time to time; "Trustee Act" means the Trustee Act 1958 (Vic); "Unit" means one undivided share in the beneficial interest of the Trust Fund carrying equal rights to income and capital distributions (subject to any different rights attached to separate unit classes under this Deed); "Unit Register" means the register of Units and Unitholders maintained by the Trustee; "Unitholder" means the registered holder of one or more Units; "Vesting Date" means 1 June 2106.
The initial Trustee is Chen Trustee Pty Ltd of Level 12, 200 Queen Street, Melbourne VIC 3000. The Trustee is a proprietary company incorporated under the Corporations Act 2001 (Cth) (ACN 987 654 321). References to the Trustee include any successor trustee duly appointed under this Deed. The Trustee shall: (a) act in the best interests of all Unitholders collectively; (b) establish and maintain the Unit Register; (c) keep proper books of account and prepare annual financial statements for the Trust; (d) not be required to provide reasons for the exercise of any discretion; and (e) pay all reasonable advisers' fees from the Trust Fund. The Trustee shall not retire unless there is at least one continuing or replacement Trustee willing and able to act.
The Trust is divided into 100 Ordinary Units with a par value of AUD 1.00 per Unit, representing total initial capital of AUD 100.00. Each Ordinary Unit carries equal and identical rights to: (a) receive distributions of income and capital in proportion to the number of Units held; (b) vote at meetings of Unitholders; and (c) receive a pro-rata distribution of the Trust Fund on the Vesting Date. No Unit carries any liability beyond any unpaid amount on that Unit. The Trustee may, with the unanimous written consent of all Unitholders, create and issue additional Units at a price and on terms agreed by all Unitholders, provided no additional issue dilutes proportionate rights of existing Unitholders without their written consent. Any new issue shall be recorded in the Unit Register.
5.
UNITHOLDERS AND UNIT REGISTER
The following persons are the initial Unitholders of the Trust: Wei Chen of Level 12, 200 Queen Street, Melbourne VIC 3000 — 50 Units (50.00%); Mei Lin Chen of Level 12, 200 Queen Street, Melbourne VIC 3000 — 50 Units (50.00%). The Trustee shall establish and maintain the Unit Register, which shall record for each Unitholder: (a) their full name and current address; (b) the number of Units held and the class of each Unit; (c) the date of acquisition; and (d) the consideration paid per Unit. The Unit Register is conclusive evidence of the matters recorded in it. Any Unitholder may inspect the Unit Register on not less than two (2) Business Days' written notice to the Trustee.
Before the Vesting Date, the Trustee shall distribute the net income of the Trust (within the meaning of section 95 of the ITAA 1936) for each financial year (ending 30 June) to the Unitholders in proportion to the number of Units held at the relevant record date set by the Trustee. The Trustee shall make a written distribution resolution before 30 June of the relevant financial year. If the Trust's net income is not distributed and there is no valid distribution resolution, the Trustee shall be assessed on that net income at the top marginal income tax rate pursuant to section 99 of the ITAA 1936. Distributions shall be paid by direct credit within three (3) months of 30 June. The Trustee may retain from the Trust Fund amounts reasonably required to meet known or anticipated liabilities before making distributions.
The Trustee may at any time before the Vesting Date distribute capital of the Trust Fund to Unitholders in proportion to Units held by written resolution specifying the amount and record date. A capital distribution does not constitute a redemption of Units unless expressly stated. Any capital gain arising on disposal of Trust Fund assets shall be allocated to Unitholders proportionally in accordance with Parts 3-1 and 3-3 of the ITAA 1997. The Trustee shall maintain clear accounting records distinguishing income and capital to ensure accurate tax reporting.
8.
TRUSTEE POWERS — GENERAL
In addition to all powers conferred by the Trustee Act, the Trustee may: (a) Invest — invest the Trust Fund in any investment of any kind, with the freedom of an absolute owner, subject to the prudent investor standard; (b) Borrow — borrow moneys for trust purposes and mortgage or charge Trust Fund assets as security; (c) Real Property — acquire, hold, manage, develop, lease, or dispose of real property in any jurisdiction; (d) Business — carry on business as trustee, subject to the provisions of Division 6C of the ITAA 1936 (which may cause the trust to be taxed as a company if it carries on a trading business and becomes widely held); (e) Employ — engage agents, managers, and advisers; and (f) Execute Documents — sign all documents necessary to implement this Deed. These powers are additional to and not in derogation of any powers under the Trustee Act.
A Unitholder may transfer all or any of their Units by executing a written instrument of transfer in a form approved by the Trustee. The Trustee shall register any transfer unless: (a) the proposed transferee is a minor or lacks legal capacity; (b) the transfer would create a fractional Unit; (c) the transfer is prohibited by applicable law; or (d) the Unitholder has not complied with the pre-emption rights under clause 18. The transfer of Units may be subject to stamp duty in the jurisdiction where executed or where Trust Fund assets are situated. The transferor remains liable for any unpaid calls on the Units until the transfer is registered. No transfer shall be registered after the Vesting Date.
10.
TRUSTEE RETIREMENT AND REPLACEMENT
A Trustee may retire by giving not less than thirty (30) days' written notice to all Unitholders. A new or additional Trustee shall be appointed by written resolution of Unitholders holding a majority of Units. In the event of the Trustee's insolvency, incapacity, or dissolution without a lawful successor, Unitholders holding a majority of Units shall appoint a replacement within sixty (60) days. An outgoing Trustee shall: (a) execute all documents required to vest the Trust Fund in the incoming Trustee; (b) deliver all trust records, books of account, and deeds to the incoming Trustee; and (c) provide a written statement of all known liabilities. The incoming Trustee shall provide the outgoing Trustee with a written release from future obligations upon completion of (a)-(c). The Trust shall not be without a Trustee.
11.
AMENDMENT AND VARIATION
This Deed may be amended by a written deed executed by the Trustee and approved by a special resolution of Unitholders (Unitholders holding not less than 75% of Units), provided that: (a) no amendment shall extend the Vesting Date beyond the maximum period permitted by applicable perpetuity law; (b) no amendment shall constitute a resettlement of the Trust — no amendment shall so fundamentally alter the essential character of the trust relationship as to constitute a termination and re-creation triggering CGT events E1 or E2 of the ITAA 1997; (c) no amendment shall reduce any accrued entitlement of a Unitholder without their written consent; and (d) no amendment shall alter the proportionate Unit rights of any Unitholder without that Unitholder's written consent. The Trustee shall give not less than fourteen (14) days' written notice of any proposed amendment to all Unitholders.
The Trustee shall be indemnified out of the Trust Fund against all actions, proceedings, claims, liabilities, costs, and expenses (including legal costs on a full indemnity basis) incurred in performing any duty or exercising any power under this Deed or in paying any liability of the Trust Fund, except for loss caused by the Trustee's fraud, wilful default, or gross negligence. This indemnity is in addition to any indemnity available at law or under the Trustee Act. The Trustee may retain a first priority lien over the Trust Fund to secure its right of indemnity.
13.
DEFAULT DISTRIBUTION ON VESTING
On the Vesting Date, the Trustee shall: (a) first, satisfy all outstanding liabilities and expenses of the Trust Fund; and (b) second, distribute the remaining Trust Fund to the Unitholders in proportion to Units held as at the Vesting Date. If a Unitholder has died before the Vesting Date, their entitlement passes to their legal personal representative. If a corporate Unitholder has been dissolved without a lawful successor, their Units vest in the Trustee to be dealt with in accordance with applicable law. The Trustee shall prepare final accounts and obtain receipts from all recipients.
14.
VESTING DATE AND WINDING UP
The Trust shall vest on 1 June 2106. The Trustee may, with a special resolution of Unitholders (75%+), bring forward the Vesting Date at any time. On winding up, the Trustee shall pay all outstanding liabilities before distributing in accordance with clause 13. The Trustee shall have no further obligations after final distribution and receipt of all discharge documents.
15.
GOVERNING LAW AND JURISDICTION
This Deed shall be governed by and construed in accordance with the laws of the State of Victoria and the laws of the Commonwealth of Australia. The courts of Victoria shall have non-exclusive jurisdiction to hear any dispute arising out of or in connection with this Deed. All monetary amounts are in Australian Dollars (AUD).
Entire Agreement: This Deed constitutes the entire agreement regarding the establishment and administration of the Trust.
Severability: If any provision is invalid or unenforceable, the remaining provisions continue in full force.
Counterparts: This Deed may be executed in counterparts including electronic counterparts under the Electronic Transactions Act 1999 (Cth).
Stamp Duty: This Deed is subject to stamp duty (if any) in the jurisdiction where executed or where Trust Fund assets are situated.
Managed Investment Schemes: This Trust is not a managed investment scheme within the meaning of the Corporations Act 2001 (Cth) and no Units are offered to the public. Units are issued only to the initial Unitholders named in this Deed and persons approved by all existing Unitholders.
Interpretation: Singular includes plural; a person includes a corporation; legislation includes any amendment or successor.
17.
UNIT CLASSES AND RIGHTS
The Trustee may, with the unanimous written consent of all Unitholders, create additional classes of Units with distinct rights. The following classes are authorised: (a) "Income Units" — holders are entitled to receive income distributions in proportion to their Income Units holding but are not entitled to capital distributions (except on the Vesting Date); (b) "Capital Units" — holders are entitled to receive capital distributions in proportion to their Capital Units holding but are not entitled to income distributions during the trust's term. Both classes carry equal voting rights at Unitholder meetings. The terms of any new class shall be set out in a Deed of Variation executed by the Trustee and all existing Unitholders. The creation of a new class shall not constitute a resettlement for CGT purposes provided the essential character of the trust relationship is preserved.
18.
PRE-EMPTION RIGHTS ON TRANSFER
Before transferring any Units to a person who is not an existing Unitholder, the transferring Unitholder (the "Transferring Unitholder") must: (a) give written notice to the Trustee (a "Transfer Notice") specifying the Units offered, the proposed price per Unit, and the proposed transferee; (b) the Trustee shall circulate the Transfer Notice to all other Unitholders within three (3) Business Days; (c) each existing Unitholder has 21 days from receipt of the Transfer Notice to elect, in writing, to purchase the offered Units at the stated price, pro-rata to their existing Unit holding; (d) if no election is made within the 21-day period, the Transferring Unitholder may transfer to the proposed transferee at no less than the stated price within sixty (60) days of the period's expiry. Any transfer to a wholly-owned subsidiary or related body corporate of a Unitholder is exempt from this clause but still requires written notice to the Trustee. Any transfer in breach of this clause is void and unregistrable. In addition, all transfers of Units (including to related parties and other existing Unitholders) require the prior written consent of the Trustee, which shall not be unreasonably withheld.
Annual Meeting: The Trustee shall convene an annual meeting of Unitholders within six (6) months of each 30 June financial year-end to present annual financial statements, discuss distributions, and address other business. Special Meetings: The Trustee may convene a special meeting at any time and must do so within twenty-one (21) days of receiving a written request from Unitholders holding at least 25% of Units. Notice: Not less than 14 days' written notice (setting out the agenda) shall be given for all meetings. Quorum: The quorum for any meeting is Unitholders holding in aggregate at least 50% of all Units on issue, present in person, by proxy, or electronically. If a quorum is not present within 30 minutes of the time fixed for the meeting, the meeting is adjourned to the same time and place seven (7) days later, at which adjourned meeting the Unitholders present shall constitute a quorum. Voting: Each Unit carries one (1) vote. Resolutions are passed by simple majority of votes cast unless this Deed expressly requires a special resolution. Written Resolutions: A written resolution signed by all Unitholders is as effective as a resolution passed at a duly convened meeting. Meetings may be held electronically.
This clause applies where a self-managed superannuation fund ("SMSF") within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth) ("SISA") holds or proposes to hold Units. The parties acknowledge that: (a) the SMSF's investment in this Trust must be consistent with the SMSF's investment strategy under SISA s.52(2)(f) and SIS Regulation 4.09; (b) to avoid constituting an in-house asset under SISA Part 8, the Trust must satisfy the conditions of SIS Regulation 13.22C — broadly, the Trust must not hold residential real property, must not lease any asset to a related party of the SMSF, and all units must be held solely by the SMSF — unless an exemption applies; (c) the Trust must not be a public trading trust under Division 6C of the ITAA 1936; and (d) the Trustee shall, upon reasonable request by an SMSF Unitholder, provide financial statements, unit valuations (at market value), and information required for the SMSF's annual independent audit. The Trustee makes no representation that this Trust satisfies SMSF investment rules, and each SMSF Unitholder must obtain independent advice from their SMSF trustee, auditor, and financial adviser before investing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
Date: ____________________
TRUSTEE (DIRECTOR / AUTHORISED OFFICER)
Date: ____________________
Date: ____________________
Date: ____________________
