CDL Hospitlity Trusts - Annual Report 2016

REPORTS

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;

• hold the HBT Trust Property on trust for all HBT Unitholders as a whole in accordance with the terms of the HBT Trust

Deed;

• adhere with the business scope of HBT as set out in the HBT Trust Deed;

• review interested person transactions in relation to HBT;

• review expense and cost allocations payable to the HBT Trustee-Manager in its capacity as trustee-manager of HBT

out of the HBT Trust Property and ensure that fees and expenses charged to HBT are appropriate and in accordance

with the HBT Trust Deed; and

• comply with the BTA and the Listing Manual.

The MAS has also granted the HBT Trustee-Manager an exemption from compliance with Section 10(2)(a) of the BTA

and the directors of the HBT Trustee-Manager (the "

HBT Trustee-Manager Directors

") from compliance with Section

11(1)(a) of the BTA subject to the condition that for the duration of the time that the HBT Units are stapled to the units of

H-REIT, the HBT Trustee-Manager and HBT Trustee-Manager Directors shall act in the best interests of all the holders of

the stapled securities of CDL Hospitality Trusts.

The HBT Trustee-Manager Board, in exercising its power and carrying out its duties as trustee-manager of HBT, has put

in place measures to ensure that:

• the HBT Trust Property is properly accounted for and is kept distinct from the property held by the HBT Trustee-

Manager in its own capacity;

• the business scope of HBT as set out in the HBT Trust Deed has been adhered to;

• potential conflicts between the interests of the HBT Trustee-Manager and the interests of the HBT Unitholders as a

whole are appropriately managed;

• interested person transactions are transparent, properly recorded and disclosed;

• expenses and cost allocations payable to the HBT Trustee-Manager out of the HBT Trust Property, and the fees and

expenses charged to HBT are appropriate and are made in accordance with the HBT Trust Deed; and

• the BTA and the Listing Manual have been complied with.

The HBT Trustee-Manager has also adopted a set of corporate governance practices as set out on pages 72 to 93 of this