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STATEMENT OF POLICIES AND PRACTICES IN RELATION TO
THE MANAGEMENT AND GOVERNANCE OF CDL HOSPITALITY
BUSINESS TRUST
REPORTS
CDL Hospitality Business Trust ("
HBT
") was dormant since the listing of CDL Hospitality Trusts on the Main Board of
Singapore Exchange Securities Trading Limited ("
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. Since
then, HBT has proceeded to act as the master lessee of Hotel MyStays Asakusabashi and Hotel MyStays Kamata, Japan
and on 1 October 2015, acquired Hilton Cambridge City Centre (formerly Cambridge City Hotel), United Kingdom, which
is managed by Hilton Hotels and Resorts.
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 SGX-ST (the "
Listing Manual
"), the trust deed constituting
HBT dated 12 June 2006 (as amended from time to time) (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 Monetary Authority of Singapore ("
MAS
") any contravention of the BTA or Business Trusts Regulations
("
BTR
") by any other person that:
o relates to HBT; and
o 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.
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