Dealing with Conflicts of Interest
The following principles and procedures have been established to deal with potential conflicts of
interest which the Manager (including its Directors, executive officers and employees) may
encounter in managing CRCT:
(a) the Manager is a dedicated manager to CRCT and will not manage any other REIT or be involved
in any other real property business;
(b) all resolutions at meetings of the Board in relation to matters concerning CRCT must be decided
by a majority vote of the Directors, including at least one non-executive independent Director;
(c) in respect of matters in which CL and/or its subsidiaries have an interest, whether direct or
indirect, any nominees appointed by CL and/or its subsidiaries to the Board will abstain from
voting. In such matters, the quorum must comprise a majority of the non-executive independent
Directors and shall exclude such nominee Directors of CL and/or its subsidiaries;
(d) in respect of matters in which a Director or his associates have an interest, whether direct or
indirect, such interested Director will abstain from voting. In such matters, the quorum must
comprise a majority of the Directors and shall exclude such interested Director(s);
(e) if the Manager is required to decide whether or not to take any action against any person in
relation to any breach of any agreement entered into by the Trustee for and on behalf of CRCT
with an affiliate of the Manager, the Manager is obliged to consult with a reputable law firm
(acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm
is of the opinion that the Trustee, on behalf of CRCT, has a prima facie case against the party
allegedly in breach under such agreement, the Manager is obliged to pursue the appropriate
remedies under such agreement; and
(f) at least one-third of the Board shall comprise non-executive independent Directors.
Additionally, the Trustee has been granted rights of first refusal by CapitaMalls China Income Fund,
CapitaMalls China Income Fund II, CapitaMalls China Income Fund III, CapitaMalls China
Development Fund III and CMA over any proposed sale or certain proposed acquisitions (as the case
may be) of shares or equity interests in properties by CapitaMalls China Income Fund, CapitaMalls
China Income Fund II, CapitaMalls China Income Fund III, CapitaMalls China Development Fund III
and CMA in China.
In respect of voting rights where the Manager would face a conflict between its own interests and that
of Unitholders, the Manager shall cause such voting rights to be exercised according to the
discretion of the Trustee.
Dealings in Securities
The Manager has devised and adopted a securities dealing policy for the Manager’s officers and
employees which applies the best practices recommendations in the Listing Manual. To this end, the
Manager has issued guidelines to its Directors and employees as well as certain relevant executives
of the CL group, which sets out prohibitions against dealings in CRCT’s securities (i) while in
possession of material unpublished price sensitive information, (ii) during two weeks before the
release of CRCT’s results for the first three quarters, and (iii) during one month before the release of
CRCT’s full-year results. The Manager will also not deal in CRCT’s securities during the same period.
Under these guidelines, all Directors and employees of the Manager as well as certain relevant
executives of the CL group are directed to refrain from dealing in CRCT’s securities on short-term
considerations. They are also regularly reminded of laws against insider trading.
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