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CDL
HOSPITALITY TRUSTS
STATEMENT OF POLICIES AND PRACTICES OF HBT
CDL Hospitality Business Trust (“HBT”) was dormant since the listing of CDL Hospitality Trusts on the main board of
Singapore Exchange Securities Trading Limited (the “SGX-ST”) on 19 July 2006, until it was activated on 31 December
2013 by M&C Business Trust Management Limited, as the trustee-manager of HBT (the “HBT Trustee-Manager”) to
be the master lessee of Jumeirah Dhevanafushi, a property which was acquired by a wholly-owned subsidiary of CDL
Hospitality Real Estate Investment Trust (“H-REIT”) and which was leased to a wholly-owned subsidiary of HBT.
The Board of Directors of the HBT Trustee-Manager (the “HBT Trustee-Manager Board”) is responsible for safeguarding
the interests of the unitholders of HBT (the “HBT Unitholders”) as a whole and managing the business of HBT.
The HBT Trustee-Manager has general power of management over the business and assets of HBT and its main
responsibility is to manage HBT’s assets and liabilities for the benefit of the HBT Unitholders as a whole. In the event of
a conflict between the interests of the HBT Unitholders as a whole and its own interests, the HBT Trustee-Manager will
give priority to the interests of the HBT Unitholders as a whole over its own interests.
The HBT Trustee-Manager Board is also obliged to exercise due care to comply with the relevant provisions
of all applicable legislations and regulations, the listing manual of the SGX-ST (the “Listing Manual”), the trust
deed constituting HBT dated 12 June 2006 (the “HBT Trust Deed”), the stapling deed dated 12 June 2006
(the “Stapling Deed”) and all relevant contracts entered into by HBT.
The HBT Trustee-Manager, in exercising its powers and carrying out its duties as trustee-manager of the HBT,
is required to and will:
• treat the HBT Unitholders who hold units of HBT (“HBT Units”) in the same class fairly and equally and HBT
Unitholders who hold HBT Units in different classes (if any) fairly;
• ensure that all payments out of the trust property of HBT (the “HBT Trust Property”) are made in accordance with
the Business Trusts Act (the “BTA”), the HBT Trust Deed and the Stapling Deed;
• report to the Monetary Authority of Singapore (the “MAS”) any contravention of the BTA or the Business Trusts
Regulations (the “BTR”) by any other person that:
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relates to HBT; and
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has had, has or is likely to have, a material adverse effect on the interests of all the HBT Unitholders, or any
class of HBT Unitholders, as a whole,
as soon as practicable after the HBT Trustee-Manager becomes aware of the contravention;
• ensure that the HBT Trust Property is properly accounted for; and
• ensure that the HBT Trust Property is kept distinct from the property of the HBT Trustee-Manager held in its
own capacity.
In addition, the HBT Trustee-Manager will:
• at all times act honestly and exercise reasonable diligence in the discharge of its duties as the trustee-manager of
the HBT in accordance with the BTA, the HBT Trust Deed and the Stapling Deed;
• act in the best interests of all the HBT Unitholders as a whole and give priority to the interests of all HBT Unitholders
as a whole over its own interests in the event of a conflict between the interests of all HBT Unitholders as a whole
and its own interests;
• not make improper use of any information acquired by virtue of its position as the HBT Trustee-Manager to gain,
directly or indirectly, an advantage for itself or for any other person to the detriment of the HBT Unitholders;
