CapitaRetail China Trust - listed companycrct.listedcompany.com/misc/ar2014/ar2014.pdf · KFC, Pizza Hut and BreadTalk. CRCT is managed by an external manager, CapitaRetail China

CapitaRetail China TrustAnnual Report 2014

Delivering Performance

Corporate ProfileFirst and only China shopping mall real estate investment trust in SingaporeCapitaRetail China Trust (CRCT) is the first and only People’s Republic of China shopping mall real estate investment trust (REIT) in Singapore, with a portfolio of 10 income-producing shopping malls. Listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on 8 December 2006, it is established with the objective of investing on a long-term basis in a diversified portfolio of income-producing real estate used primarily for retail purposes and located primarily in China, Hong Kong and Macau.

The geographically diversified portfolio of quality shopping malls is located in six of China’s cities. The malls are CapitaMall Xizhimen, CapitaMall Wangjing, CapitaMall Grand Canyon, CapitaMall Anzhen and CapitaMall Shuangjing in Beijing; CapitaMall Qibao in Shanghai; CapitaMall Minzhongleyuan in Wuhan, Hubei Province; CapitaMall Erqi in Zhengzhou, Henan Province; CapitaMall Saihan in Huhhot, Inner Mongolia; and CapitaMall Wuhu in Wuhu, Anhui Province.

All the malls in the portfolio are positioned as one-stop family-oriented shopping, dining and entertainment destinations for the sizeable population catchment areas in which they are located, and are accessible via major transportation routes or access points. A significant portion of the properties’ tenancies consists of major international and domestic retailers such as Walmart, Carrefour and the Beijing Hualian Group (BHG) under master leases or long-term

VisionSustainable and resilient REIT with a professionally managed portfolio of quality retail real estate across China.

MissionDeliver sustainable income growth to our Unitholders and value add to the community and stakeholders by enhancing organic growth through proactive asset management; creating new value through innovative asset enhancement strategies; and capitalising on yield-accretive acquisitions.

02 Financial Highlights 04 Letter to Unitholders10 Trust Structure11 Organisation Structure13 Growth Strategies14 Portfolio at a Glance16 Board of Directors 24 Year in Brief25 Trust Management Team27 Corporate Governance44 Enterprise Risk Management47 Operations Review53 Financial Review

Contents

leases, which provide CRCT Unitholders with stable and sustainable returns. The anchor tenants are complemented by popular specialty brands such as UNIQLO, ZARA, Vero Moda, Sephora, Watsons, KFC, Pizza Hut and BreadTalk.

CRCT is managed by an external manager, CapitaRetail China Trust Management Limited (CRCTML or the Manager), which is an indirect wholly-owned subsidiary of CapitaLand Limited, one of Asia’s largest real estate companies headquartered and listed in Singapore.

56 Capital Management59 Investor & Media Relations61 Unit Price Performance63 Corporate Social Responsibility64 People & Talent Management66 Portfolio Summary68 Portfolio Details76 Financial Statements147 Interested Person Transactions148 Unitholders’ Statistics150 Mall DirectoryIBC Corporate Information

Delivering Performance

Delivering Performance | 01

With a clear focus and disciplined approach towards executing our strategies, CapitaRetail China Trust (CRCT) continued to deliver a strong performance in 2014. With our portfolio of 10 quality shopping malls in major Chinese cities, we have leveraged on our expertise in proactive mall management and asset enhancement to create resilient and growing returns for our Unitholders. CRCT will continue to strengthen our portfolio and seek suitable expansion opportunities as we tap on China’s rising consumption to enhance Unitholder value.

89.8million

Portfolio Occupancy Rate

Annual Shopper Traffic

95.9%

Net PropertyIncome

Total Deposited Properties

S$132.4million

Tenants’ Sales

RMB1,630per square metre

Total Returns for the Year

28.4%

AggregateLeverage

28.7%

Distribution Per Unit

Distributable Income

S$80.9 million

Highlights of 2014

S$2.3 billion

9.82cents

10properties

02 | CapitaRetail China Trust Annual Report 2014

Financial Highlights

Gross Revenue (S$ million)

2010 2011 2012 2013 2014

119.0131.9

152.5 160.1

203.31

Net Property Income (S$ million)

2010 2011 2012 2013 2014

77.285.8

99.7 103.0

132.41

Distributable Income (S$ million)

2010 2011 2012 2013 2014

52.257.2

66.8 70.1

80.9

Net Asset Value Per Unit (S$)

Distribution Per Unit (cents)

2010

2010

2011

2011

2012

2012

2013

2013

2014

2014

1.17

8.36

1.33

8.70

1.31

9.54

1.48

9.02

1.63

9.82

1 Includes new contribution from CapitaMall Grand Canyon which was acquired on 30 December 2013.


1 The financial year from 1 January to 31 December.2 All the assets of CRCT (or proportional share if CRCT owns less than 100% of a Barbados Company as defined in the CRCT Prospectus

dated 29 November 2006 (CRCT Prospectus) and/or a Project Company (as defined in the CRCT Prospectus)) including the properties and all the authorised investment of CRCT for the time being held or deemed to be held upon the trust under the trust deed dated 23 October 2006 as amended by the First Supplemental Deed dated 8 November 2006, Second Supplemental Deed dated 15 April 2010, Third Supplemental Deed dated 5 April 2012 and Fourth Supplemental Deed dated 14 February 2014 (collectively, the Trust Deed), and excluding undistributed income at the year end.

3 Based on valuation as at 31 December 2014. Portfolio property valuation included the valuation of the 10 malls and the carrying amount of CapitaMall Minzhongleyuan’s three residential units. Refer to page 104 for the details of the valuers as at 31 December 2014.

4 The figure has been restated for the effect of preferential offering completed on 20 November 2013.5 The aggregate leverage is calculated based on total borrowings and deferred payments over the total assets. Total assets included the

hedging effects on the net assets denominated in Renminbi (RMB).6 Refers to the expenses of CRCT excluding property expenses and interest expenses but including performance component of CRCTML’s

management fees, expressed as a percentage of weighted average net assets.7 Financial derivatives include non-deliverable forwards and interest rate swaps which CRCT entered into as a form of hedging against

the underlying foreign currency and interest rate risks. The net fair value derivative represented a negative 0.5% over the net assets of CRCT as at 31 December 2014.

Balance SheetAs at 31 December 20101 20111 20121 20131 20141

Total Assets (S$’000) 1,274,478 1,536,268 1,648,791 2,184,291 2,358,062Total Deposited Properties2 (S$’000) 1,229,196 1,482,001 1,623,824 2,155,554 2,328,008Net Assets Attributable to Unitholders (S$’000) 734,507 913,839 978,742 1,186,951 1,349,738Total Borrowings (S$’000) 401,958 433,048 465,847 713,458 672,893Market Capitalisation (S$ million) 775 792 1,232 1,068 1,337Net Asset Value Per Unit (S$) 1.17 1.33 1.31 1.48 1.63Portfolio Property Valuation (S$’000) 1,215,089 1,440,620 1,476,988 2,058,094 2,250,7833

Financial RatiosAs at 31 December 20101 20111 20121 20131 20141

Earnings Per Unit (cents) 17.84 18.22 19.524 17.52 17.69Distribution Per Unit (cents) 8.36 8.70 9.54 9.02 9.82Net Tangible Assets Per Unit (S$) 1.17 1.33 1.31 1.48 1.63Aggregate Leverage5 (%) 31.1 28.0 28.0 32.6 28.7Interest Cover (times) 6.2 7.3 8.5 8.5 5.6Management Expense Ratio6 (%) 1.0 0.9 1.0 0.9 1.0

Financial DerivativesAs at 31 December 20141

Net Fair Value of Financial Derivatives7 (S$ million) (7.1)Proportion of Financial Derivatives to Net Assets Attributable to Unitholders (%) (0.5)


Letter to Unitholders

(Left) Liew Cheng San Victor, Chairman (Right) Tony Tan Tee Hieong, Chief Executive Officer

With CapitaMall Grand Canyon’s maiden contribution, gross revenue surged 24.2% year-on-year to RMB987.6 million and net property income (NPI) increased 25.7% to RMB643.1 million for FY 2014. Besides the lift provided by CapitaMall Grand Canyon’s contribution, we also recorded robust organic growth in several of our other malls. On a same mall basis1, gross revenue and net property income grew 6.8% and 9.2% year-on-year respectively.


Dear Unitholders,

On behalf of the Board of Directors of the Manager, we are pleased to present the Annual Report for the financial year ended 31 December 2014 (FY 2014).

Despite the headwinds in China’s economy in FY 2014, we continued to press on and achieved another year of solid performance.

Delivering strong performanceWith CapitaMall Grand Canyon’s maiden contribution, gross revenue surged 24.2% year-on-year to RMB987.6 million and net property income (NPI) increased 25.7% to RMB643.1 million for FY 2014. Besides the lift provided by CapitaMall Grand Canyon’s contribution, we also recorded robust organic growth in several of our other malls. On a same mall basis1, gross revenue and net property income grew 6.8% and 9.2% year-on-year respectively.

For FY 2014, distributable income increased 15.4% year-on-year to S$80.9 million. Unitholders received a distribution per unit (DPU) of 4.99 cents in September 2014 and will be receiving a DPU of 4.83 cents in March 2015. Total DPU for FY 2014 was 9.82 cents, an 8.9% increase compared to FY 2013. Based on CRCT’s closing price of S$1.615 on 31 December 2014, the distribution yield was 6.1%.

Our proactive approach towards mall management has enabled us to stay ahead of our competition and remain popular among tenants and shoppers. For FY 2014, tenants’ sales increased 16.2%1 - above the national average retail sales growth of 12.0%2 - and shopper traffic grew 3.9%1. We committed 650 leases with an average increase of 23.1% over preceding rental rates. The strong average increase in rent was mainly attributed to CapitaMall Grand Canyon’s robust rental reversion of 43.1%. CapitaMall Wangjing and CapitaMall Saihan also recorded high rental reversions of 29.8% and 20.7% respectively. As at 31 December 2014, committed occupancy for the portfolio remained high at 95.9%, and valuation of our malls was RMB10.6 billion – 5.7% higher than a year ago.

CRCT’s unit price appreciated 21.4% in FY 2014, outperforming the Straits Times Index, the FTSE Straits Times Real Estate Index and the FTSE Straits Times Real Estate Investment Trust Index. Including the distribution payout of 9.32 cents3, CRCT generated a high total return of 28.4% for Unitholders in FY 2014.

Positioning for growthIn end-2013, we completed the acquisition of CapitaMall Grand Canyon, a quality shopping mall located in Fengtai District, South Beijing. It is the third largest property (based on NPI contribution) in our portfolio and contributed 13.5% to FY 2014 NPI.

Upon completion of the acquisition, we reconfigured the mall’s retail units to optimise the usage of floor space, adjusted the tenant mix to meet the changing needs and aspirations of our shoppers, and organised many exciting marketing and promotional events to drive shopper traffic and tenants’ sales. We widened our food and beverage (F&B) selections by bringing in popular F&B tenants such as Nanjing Impressions (南京大牌档), Golden Tripod Attic (金鼎轩), Sunshine Kitchen (汤城小厨) and Childhood Villas (童年小筑). Committed occupancy increased to 99.7% as at 31 December 2014 and rental reversion was a strong 43.1% for FY 2014. We will continue to fine-tune our offerings and upgrade the infrastructure to cater to our shoppers’ needs, and strengthen our position in South Beijing. We are confident that CapitaMall Grand Canyon will continue to be one of our key growth engines in FY 2015.

On 1 May 2014, we reopened CapitaMall Minzhongleyuan in Wuhan after a 10-month closure to carry out extensive asset enhancement works. We performed a major overhaul to reinforce the building’s interior infrastructure and improve the layout to achieve better efficiency and higher rentals. We also rejuvenated the building’s façade while retaining its historical charm, and differentiated our offerings by introducing new-to-market concepts. The revamped mall was well-received by both tenants and shoppers.

In order to facilitate the construction of the new subway Line 6 linking Hankou and Hanyang, the Wuhan government announced on 1 August 2014 an extensive road closure at the section of Zhongshan Avenue where CapitaMall Minzhongleyuan is located. While we expect shopper traffic and tenants’ sales to be temporarily affected during this two-year road closure, CapitaMall Minzhongleyuan stands to benefit from greater accessibility once Line 6 becomes operational by end-2016. It will also enjoy proximity to the Jianghan Road subway interchange for Line 2 and Line 6, which is a critical transport hub linking Hankou, Hanyang and Wuchang – the three main areas of Wuhan.


Letter to Unitholders

CapitaMall Wuhu, located in Wuhu – the second largest city in Anhui Province – has been undergoing major tenant adjustments to cater to the changing environment. One of the key improvements included reconfiguring Level 4 into an F&B and entertainment zone. A popular buffet restaurant Guonei Guowai (锅内锅外) will be opening in the rezoned area in the second quarter of 2015. The mall is committed to bring in more quality new retailers to enhance the shopping experience.

We continue to unlock and enhance the value of our two largest malls, CapitaMall Xizhimen and CapitaMall Wangjing, in Beijing. We broadened the F&B selections and refreshed the fashion and beauty offerings in both malls. Established retailers such as Green Tea (绿茶), Yun Hai Yao (云海肴), Etude House, Charles & Keith and L’OCCITANE opened to overwhelming response from shoppers. Both malls achieved robust growth in FY 2014. CapitaMall Xizhimen registered a 13.8% year-on-year increase in NPI, while CapitaMall Wangjing recorded an 11.2% increase. With solid footfall and rising tenants’ sales, both malls were able to retain strong performing tenants while attracting popular new retailers. We will continue to actively engage our tenants and shoppers as we keep abreast of the latest retail trends.

Strengthening our financial positionIn line with our prudent and proactive approach towards capital management, we continued to enhance our funding structure and strategy in FY 2014.

We applied the Distribution Reinvestment Plan that we established in March 2013 to the distributions paid out in March 2014 and September 2014. We received good support from our Unitholders, with participation rates of 41.9% and 29.6% respectively.

During the year, we successfully refinanced a S$100.0 million loan with extended maturity to 2020. Overall cost of borrowings was 3.32%. As at 31 December 2014, CRCT’s borrowings totalled S$672.9 million, of which 72.6% were fixed and 95.6% were unencumbered. Aggregate leverage was a healthy 28.7%. To date, we have refinanced the S$88.0 million term loan which matured in February 2015.

Caring for the communityAs our shopping malls form an integral part of the communities where they are located, we are proud to support various community programmes and adopt green initiatives that promote sustainable growth.

In 2014, we carried out “My Schoolbag”, one of CapitaLand’s key annual corporate social responsibility programmes, for the fifth consecutive year. Staff volunteers from CapitaMall Xizhimen, CapitaMall Wangjing and CapitaMall Saihan actively participated in this meaningful programme, where new schoolbags are given to underprivileged children. Last year, each schoolbag contained more than 100 items, including arts and crafts materials and a water bottle on top of basic stationery items. Funding for the programme was donated by CapitaLand Hope Foundation, the philanthropic arm of CapitaLand, and our shoppers. This is the first time that My Schoolbag has canvassed for donations from the public. CapitaMall Wangjing and CapitaMall Minzhongleyuan were among several CapitaMalls in China that rallied shoppers to support this meaningful cause.

Our malls continued to make a positive impact on their local communities in their own ways. For example, CapitaMall Wangjing organised a winter clothes donation drive for the poor in the rural regions of West China, and CapitaMall Grand Canyon held a charity concert to rally shoppers to donate


necessities to orphans. CapitaMall Xizhimen and CapitaMall Grand Canyon also held events for shoppers to adopt stray cats and dogs.

We continued to step up efforts to conserve our environment for future generations, and actively engaged our stakeholders through a series of activities to raise awareness of climate change and to reduce energy consumption. A key highlight was our annual participation in Earth Hour 2014, when six of our malls – CapitaMall Xizhimen, CapitaMall Wangjing, CapitaMall Grand Canyon, CapitaMall Qibao, CapitaMall Saihan and CapitaMall Wuhu – turned off their façade and non-essential lights throughout the night.

As part of our green effort, CapitaMall Qibao set up a rooftop farm to encourage urban residents to get closer to nature and enjoy the process of growing their own food. Since opening in 2013, the farm has been gaining popularity among schools and families. In an effort to promote green transportation, CapitaMall Qibao also held a cycling event that received overwhelming response from the local communities.

Moving forwardChina’s economy grew 7.4%2 and retail sales increased 12.0%2 year-on-year to RMB26.2 trillion2 in 2014. Urban disposable income per capita and expenditure per capita grew 9.0%2 and 5.8%2 year-on-year respectively.

In 2014, the Chinese government continued to place a strong emphasis on quality long-term growth. Going forward, the Chinese leaders have affirmed that there will be greater focus on in-depth structural reforms, which will drive domestic consumption and support the governing of the country. We believe the Chinese government’s efforts to build a sustainable

economy and enhance social stability will benefit CRCT’s business in the long run. The Chinese Academy of Social Sciences, China’s official think-tank, has forecast 2015 GDP growth to be around 7.0%.

In FY 2015, we will continue to strengthen the competitiveness of our portfolio and ensure our malls stay ahead of the game. With the financial flexibility provided by our robust balance sheet, we are actively looking out for suitable acquisition opportunities to propel our next phase of growth. With our proven track record, we are confident that CRCT will continue to deliver sustainable and resilient growth to our Unitholders in the coming year.

AcknowledgementsWe wish to express our deepest appreciation to our Board of Directors, shoppers, tenants, business partners and staff for their contributions and unwavering support in FY 2014.

We welcome Professor Tan Kong Yam, who joined us on 31 October 2014. With his expertise and experience, we are confident that he will contribute significantly to our Board.

Last but not least, we thank you, our Unitholders, for your confidence and trust in us. We look forward to your continued support in 2015 and beyond.

Liew Cheng San VictorChairman

Tony Tan Tee HieongChief Executive Officer

26 February 2015

1 Excluding CapitaMall Minzhongleyuan, which reopened on 1 May 2014 and CapitaMall Grand Canyon, which was acquired on 30 December 2013.

2 Source: National Bureau of Statistics of China.3 Comprising DPU of 4.33 cents paid out in March 2014 and 4.99 cents paid out in September 2014.


致信托单位持有人之信函

尊敬的信托单位持有人，

我们谨代表管理人董事会呈报截至2014年12月31日财政

年度（2014财年）的致信托单位持有人报告。

尽管中国经济在2014年增长放缓，凯德商用中国信托仍继

续前进并取得丰硕业绩。

业绩表现强劲

2014财年，首次贡献收入的凯德MALL•大峡谷推动总收

入同比去年剧增24.2%达9.876亿人民币，净物业收入增长

25.7%达6.431亿人民币。除了凯德MALL•大峡谷贡献收入

的有利因素外，其他购物中心也取得强劲的内部增长。按同

个购物中心基准1计算，总收入和净物业收入分别同比去年

增长6.8%和9.2%。

2014财年，可派发收入同比去年增加15.4%，达8,090万新

元。单位持有人在2014年9月获得每单位派息4.99新分，并

将在2015年3月获得每单位派息4.83新分。2014财年的每

单位派息总额为9.82新分，较2013财年增加8.9%。按凯德

商用中国信托于2014年12月31日的闭市价1.615新元计算，

派息率为6.1%。

积极的购物中心管理方式不仅让我们在竞争中保持领先

地位，还让我们继续受到租户以及消费者的欢迎。2014财

年，我们的租户销售额增长16.2%1（高于国内12.0%2的平

均零售销售额增长），客流则增长3.9%1。2014年度签定的

650份租约较之前租约平均租金增长23.1%；这主要归功

于凯德MALL•大峡谷，其租金大幅增加43.1%。此外，凯德

MALL•望京和凯德MALL•赛罕租金也分别大幅增加29.8%

和20.7%。截止至2014年12月31日，旗下购物中心的整体

出租率保持在95.9%的高位。整体购物中心估值也较去年

上升5.7%达106亿人民币。

2014财年，凯德商用中国信托的单位价格上升21.4%，表

现超越海峡时报指数、富时海峡时报不动产指数和富时

海峡时报不动产投资信托指数。包括9.32新分3的派息在

内，凯德商用中国信托于2014财年为单位持有人带来高达

28.4%的总回报。

蓄势待发

2013年底，我们完成了对凯德MALL•大峡谷的收购。这个

高品质的购物中心座落于北京南部的丰台区，是凯德商用

中国信托旗下的第三大物业，2014财年净物业收入占整体

的13.5%。

收购完成后，我们重新规划购物中心的零售单位布局，优化

楼面空间的使用，调整租户组合，以满足消费者不断变化的

需求和期望。我们还组织了多场精彩的市场推广和促销活

动，以吸引客流和提高租户销售额。我们提供更多的餐饮选

择，引进南京大牌档、金鼎轩、汤城小厨和童年小筑等多家

受欢迎的餐饮品牌租户。截至2014年12月31日，出租率增至

99.7%，且2014财年租金大幅增长43.1%。我们将继续完善

品牌组合，提升基础设施，以迎合消费者的需求，巩固在北

京南部的地位。我们相信，凯德MALL•大峡谷在2015财年

仍将是凯德商用中国信托一个主要的增长引擎。

2014年5月1日，位于武汉的凯德新民众乐园在关闭10个月进

行大规模资产改良工程后重新开业。我们进行了重大翻修，

强化了大厦的内部基础设施，改善了布局，以提升使用效率

和提高租金。我们在保持大厦历史韵味的同时也修复了其外

立面，并通过引进首次登陆市场的零售概念，让我们的服务

脱颖而出。翻新后的购物中心深受租户和消费者欢迎。

为兴建连接汉口与汉阳的新地铁6号线，武汉政府在2014年

8月1日宣布，凯德新民众乐园所在的中山大道地段封路，为

期两年。尽管我们预期客流和租户销售额在封路期间会暂

时受到影响，但一旦6号线在2016年底开通运营后，该地区

的交通便利性将大幅度提升，凯德新民众乐园也会从中受

益。届时，该购物中心将邻近2号线与6号线的江汉路地铁

转换站，这是连接武汉三个主要区域汉口、汉阳和武昌的关

键交通枢纽。

位于安徽省第二大城市芜湖的凯德广场•芜湖，正在进行

大规模的租户调整以适应不断变化的环境。其中一项主要

改造工程包括将四楼改造成餐饮和休闲娱乐区。重新布局

后，时下颇受欢迎的自助餐厅锅内锅外将于2015年第二季

度进驻。该购物中心将竭力招揽更多高品质的新零售商进

驻，以提升购物体验。

我们将继续发掘并提升位于北京的两家最大购物中心凯

德MALL•西直门和凯德MALL•望京的价值。我们在该两

家购物中心引入更多的餐饮选择，并更新了时装和美容

品牌。绿茶、云海肴、Etude House、Charles & Keith

和L’OCCITANE等著名零售商的进驻，受到消费者的热

烈欢迎。2014财年，两家购物中心均实现强劲增长。凯德

MALL•西直门的净物业收入同比去年增长13.8%，而凯德

MALL•望京则增长11.2%。凭藉稳定的客流和不断增长的

租户销售额，两家购物中心在保留业绩表现优异的租户的

同时，也吸引新的知名品牌进驻。我们将继续紧贴最新的

零售潮流，积极与租户和消费者保持互动。


1 不包括于2014年5月1日重新开业的凯德新民众乐园和于2013年12月30日收购的凯德MALL•大峡谷。2 资料来源：中国国家统计局。3 包括于2014年3月支付的每单位派息4.33新分和于2014年9月支付的每单位派息4.99新分。

财务状况稳健

秉承审慎与积极的资本管理方法，我们在2014财年继续优

化资金架构和策略。

我们为2014年3月和2014年9月的派息，采用了于2013年

3月设立的配售再投资计划。此计划获得了单位持有人的

大力支持，参与度分别高达41.9%和29.6%。

在这一年内，我们成功为一笔1亿新元的借款进行再融资，

并将借款期延至2020年。整体借款成本为3.32%。截至

2014年12月31日，凯德商用中国信托的总借款为6.729亿

新元，其中72.6%为定息借款，95.6%为无产权负担借款。

负债比率则为28.7%，表现稳健。迄今为止，我们已成功地

为于2015年2月到期的8,800万新元债务进行再融资。

关爱社会

凯德商用中国信托旗下的购物中心已成为所在社区不可或

缺的一部分，我们非常荣幸能够支持各项社区活动并通过

绿色行动推动可持续发展。

2014年，我们连续第五年参与凯德集团名为“凯德•我的第

一个书包”的标志性年度企业社会责任项目。凯德MALL•

西直门、凯德MALL•望京及凯德MALL•赛罕的员工踊跃参

与了此项有意义的活动，充当志愿者向弱势学生捐赠新书

包。去年，每个书包都包含100多件文具，除了基本的文具

外，还包括工艺美术材料以及一个水壶。该活动的资金由

凯德集团旗下的慈善专属基金凯德希望基金及消费者捐

赠。凯德MALL•望京和凯德新民众乐园连同其他凯德旗

下的购物中心，号召消费者支持此项有意义的活动，这是

凯德•我的第一个书包活动首次面向公众筹募善款。

我们的购物中心也继续以各自的方式在其所在的社区发挥

正面影响。例如，凯德MALL•望京为中国西部农村地区贫

困人士组织了一次冬衣募捐，而凯德MALL•大峡谷则举办

了一场慈善音乐会，呼吁消费者为孤儿捐赠生活必需品。

凯德MALL•西直门和凯德MALL•大峡谷还举办收养流浪

猫和流浪狗的活动。

为了下一代，我们继续努力保护环境，并通过一系列推动

改善气候变化和减少能源消耗的活动与我们的利益相关者

互动。其中一个亮点，是我们为响应2014年地球一小时活

动，把六家购物中心（凯德MALL•西直门、凯德MALL•望

京、凯德MALL•大峡谷、凯德七宝购物广场、凯德MALL•

赛罕及凯德广场•芜湖）的外墙灯和非主要的照明灯彻夜

关闭。

作为绿色行动的一部分，凯德七宝购物广场开辟屋顶农

场，鼓励城镇居民走进大自然，体验自己种植食物的过

程。自2013年开办以来，该农场已受到了学校及家庭的热

烈欢迎。为倡导绿色出行，凯德七宝购物广场还举办了一

场骑自行车活动，在当地社区引起了热烈反响。

锐意进取

2014年，中国经济增长7.4%2，零售销售额同比去年增长

12.0%2，达26.2万亿人民币2。城镇居民人均可支配收入和

人均支出同比去年分别增长9.0%2和5.8%2。

2014年，中国政府继续着眼于高质量的长期增长。展望未

来，中国领导人已表明将更注重深层次的结构改革，从而

拉动内需，助力国家治理。长远而言，我们相信中国政府努

力推动经济的可持续发展和促进社会稳定，将有利于凯德

商用中国信托的业务。中国的官方智库中国社会科学院预

测，2015年的国内生产总值将会增长7.0%左右。

2015财年，我们将继续提高组合的竞争力，确保在竞争中

处于领先地位。凭藉稳健的资产负债表所带来的灵活融资

能力，我们正积极物色合适的收购机会，以期推进下一阶

段的增长。鉴于优异的业绩记录，我们相信凯德商用中国

信托将在来年继续为我们的单位持有人带来可持续和具韧

性的增长。

致谢

我们借此机会对董事会、消费者、租户、业务伙伴及员工于

2014财年作出的贡献及持续的支持表示深切的感激。

我们谨此欢迎陈光炎教授于2014年10月31日加入董事会。

相信他的专长及经验将会对董事会作出重大贡献。

最后，衷心感谢各位单位持有人一直以来对我们的信心及

信任。我们也期待在2015年及以后继续获得您的支持。

廖青山

主席

陈智雄

首席执行官

2015年2月26日

Trust Structure


Holding of Units Distributions

Unitholders

ManagementServices

ManagementFees

Trustee Fees

Acts on behalf of Unitholders

ProjectCompany

ProjectCompanies

SingaporeCompanies

BarbadosCompanies

CapitaMallWuhu

The Property Manager

The Property Managers

The TrusteeHSBC Institutional

Trust Services(Singapore) Limited

The ManagerCapitaRetail China Trust

Management Limited

Properties(Excluding

CapitaMall Wuhu)

Barbados

Dividends

Dividends, Interest Income and PrincipalRepayment of Shareholder’s Loans

Ownership and Shareholder’s Loans Ownership and Shareholder’s Loans

China

Singapore

Singapore

Dividends 100% Ownership andShareholder’s Loans

100% Ownership andShareholder’s Loans

51.0%Ownership andShareholder’sLoans

Proportionate Shareof Dividends, InterestIncome and PrincipalRepayment ofShareholder’s Loans

NetPropertyIncome

Ownership

Dividends, Interest Income and PrincipalRepayment of Shareholder’s Loans

OwnershipNetPropertyIncome

PropertyManagementServices

Property Manager’sFees

PropertyManager’sFees

PropertyManagementServices


Organisation Structure

Investment and Asset Management TeamFinance Team Investor Relations Team

Audit Committee

Board of Directors

Chief Executive Officer

The ManagerCapitaRetail China Trust Management Limited

Growth Strategies


Integrated Retail Real Estate Management PlatformCRCT enjoys access to CapitaLand’s integrated shopping mall business model, with in-house capabilities in retail real estate investment, development, mall operations, asset management and fund management.

As the Manager, we seek to drive continued growth of CRCT through the following three-pronged strategy:

1. Enhancing Organic Growth through Proactive Asset Management

Most of our leases provide for an annual step-up in the base rent and for rent to be payable on the basis of the higher of either base rent or a percentage of tenants’ gross sales turnover, thereby providing stability and potential upside in rental income.

Apart from organic growth through rental receipts, we work closely with the mall managers to identify improvements to the malls’ retail offerings and tenant mix, and carry out marketing and promotional initiatives to drive up shopper traffic and non-rental income.

2. Creating New Value through Innovative Asset Enhancement Strategies

We also actively explore innovative asset enhancement initiatives to improve the returns of our malls. These include the reconfiguration of the retail units or floor plates to achieve better efficiency and higher rental potential, and retro-fitting and refurbishing the malls to maintain their appeal to tenants and shoppers.

3. Capitalising on Yield-Accretive Acquisitions Growth Model

We are always identifying and evaluating yield-accretive acquisition opportunities from our secured and proprietary pipeline, and other third-party vendors.

CRCT is provided with long-term growth potential from its rights of first refusal to purchase assets held by CapitaMalls China Income Fund, CapitaMalls China Income Fund II (previously known as CapitaMalls China Incubator Fund), CapitaMalls China Income Fund III (previously known as CapitaMalls China Development Fund II), CapitaMalls China Development Fund III, as well as CapitaMalls Asia, which is the wholly-owned shopping mall business unit of CapitaLand Limited, one of Asia’s largest real estate companies headquartered and listed in Singapore.

In evaluating acquisition opportunities, we will focus on properties which can maintain or enhance CRCT’s distribution yield; the properties’ potential asset enhancement opportunities; and properties with potential to demonstrate strong growth in occupancy rates, sustainable rental yields, and quality tenant and lease profiles.

Retail Real Estate Management Retail Real Estate Capital Management

PropertyManagement

RetailManagement& OperationalLeasing

StrategicMarketing

Design &DevelopmentManagement

AssetManagement

StrategicPlanning &Investment

FundStructuring &Management

Unitholders

Net Property Income

Ownership

Distributions

Investment

Retail Real Estate

Portfolio at a Glance


1. CapitaMall Xizhimen

2. CapitaMall Wangjing

3. CapitaMall Grand Canyon

6. CapitaMall Saihan

4. CapitaMall Anzhen

5. CapitaMall Shuangjing


Beijing

Huhhot

1. CapitaMall Xizhimen2. CapitaMall Wangjing3. CapitaMall Grand Canyon4. CapitaMall Anzhen5. CapitaMall Shuangjing

6. CapitaMall Saihan

Wuhan

Wuhu

Zhengzhou

Shanghai

10. CapitaMall Minzhongleyuan

9. CapitaMall Wuhu

7. CapitaMall Erqi

8. CapitaMall Qibao

7. CapitaMall Erqi

8. CapitaMall Qibao

9. CapitaMall Wuhu

10. CapitaMall Minzhongleyuan

Board of Directors1 3

5

2

64

7


1 Liew Cheng San Victor Chairman & Non-Executive Independent Director2 Lim Ming Yan Deputy Chairman & Non-Executive Non-Independent Director3 Fong Heng Boo Non-Executive Independent Director4 Christopher Gee Kok Aun Non-Executive Independent Director5 Ng Kok Siong Non-Executive Non-Independent Director6 Professor Tan Kong Yam Non-Executive Independent Director7 Tony Tan Tee Hieong Chief Executive Officer & Executive Non-Independent Director

Liew Cheng San Victor, 68

ChairmanNon-Executive Independent Director

Bachelor of Social Sciences (Honours), University of Singapore

Date of first appointment as a director: 31 October 2006

Date of appointment as Chairman: 1 January 2009

Length of service as a director (as at 31 December 2014): 8 years 2 months

Board committee served on

• Corporate Disclosure Committee (Chairman)

Present principal commitments

• Accuron Technologies Limited (Director)

• Allocated Bullion Solutions Pte. Ltd. (Chairman)

• Catalist Advisory Panel (Member)

• Singapore Aerospace Manufacturing Private Limited (Director)

• Singapore Institute of Management (Vice-Chairman, Governing Council, Chairman, Investment

Committee and Member, Audit Committee and Nominating Committee)

• Singapore Institute of Management Pte. Ltd. (Director)

Background and working experience

• Corporate Advisor of Temasek Holdings (Private) Limited (From 2004 to June 2011)

• Corporate Advisor of Singapore Technologies Pte Ltd (From February 2002 to 2004)

• Executive Vice President, Global Markets and Treasury of Overseas Union Bank Limited (From

1980 to 2002)

Award

• Public Service Star (2000)


Lim Ming Yan, 52

Deputy ChairmanNon-Executive Non-Independent Director

Bachelor of Engineering (Mechanical) and Economics (First Class Honours), University of

Birmingham, UK

Date of first appointment as a director: 1 January 2013

Date of appointment as Deputy Chairman: 1 January 2013

Length of service as a director (as at 31 December 2014): 2 years

Board committees served on

• Corporate Disclosure Committee (Member)

• Executive Committee (Chairman)

Present directorships in other listed companies

• Ascott Residence Trust Management Limited (manager of Ascott Residence Trust) (Deputy

Chairman)

• CapitaCommercial Trust Management Limited (manager of CapitaCommercial Trust) (Deputy

Chairman)

• CapitaLand Limited

• CapitaMall Trust Management Limited (manager of CapitaMall Trust) (Deputy Chairman)

Present principal commitments (other than directorships in listed companies)

• Building and Construction Authority (Board Member)

• Business China (Director)

• CapitaLand China Holdings Pte Ltd (Chairman)

• CapitaLand Hope Foundation (Director)

• CapitaLand Limited (President & Group CEO)

• CapitaLand Regional Investments Limited (Chairman)

• CapitaLand Singapore Limited (Chairman)

• CapitaMalls Asia Limited1 (Chairman)

• CTM Property Trust, Steering Committee (Chairman)

• LFIE Holding Limited (Co-Chairman)

• Shanghai YiDian Holding (Group) Company (Director)

• Singapore-China Foundation Ltd. (Governor)

• Singapore Tourism Board (Board Member)

• The Ascott Limited (Chairman)

Directorship in other listed companies held over the preceding three years

• Central China Real Estate Limited


• Chief Operating Officer of CapitaLand Limited (From May 2011 to December 2012)

• CEO of The Ascott Limited (From July 2009 to February 2012)

• CEO of CapitaLand China Holdings Pte Ltd (From July 2000 to June 2009)

Awards

• Outstanding Chief Executive (Overseas) at the Singapore Business Awards 2006

• Magnolia Award by the Shanghai Municipal Government in 2003 and 2005

1 Delisted on 22 July 2014.

Board of Directors


Fong Heng Boo, 65

Non-Executive Independent Director

Bachelor of Accountancy (Honours), University of Singapore


Length of service as a director (as at 31 December 2014): 2 years


• Audit Committee (Chairman)

Present directorships in other listed companies

• Asian American Medical Group Limited

• Colex Holdings Limited

• Pteris Global Limited

• Sapphire Corporation Limited

Present principal commitments (other than directorships in listed companies)

• Botanical Services Pty Ltd (Director)

• CapitaLand Township Development Fund II Pte. Ltd. (Director)

• CapitaLand Township Holdings Pte. Ltd. (Director)

• Certis CISCO Security Pte. Ltd. (Director)

• Council for Estate Agencies (Member, Licensing & Practice Committee and Member, Audit

Committee)

• Eastern Health Alliance Pte. Ltd. (Director)

• Surbana International Consultants Holdings Pte. Ltd. (Director)


• Director, Special Duties of Singapore Totalisator Board (From July 2004 to December 2014)

• Senior Vice President, Corporate Services of Singapore Turf Club (From May 2000 to June 2004)

• Deputy General Manager, Corporate Services of Singapore Turf Club (From May 1998 to May

2000)

• Chief Financial Officer of Easycall International Pte Ltd/Matrix Telecommunications Ltd (From

June 1996 to April 1998)

• General Manager, Corporate Services of Amcol Holdings Limited (From October 1993 to May

1996)

• Assistant Auditor-General of Auditor-General’s Office (From February 1987 to September 1993)

• Divisional Director of Auditor-General’s Office (From May 1980 to January 1987)

• Auditor of Auditor-General’s Office (From November 1975 to April 1979)

Award

• Institute of Certified Public Accountants of Singapore Silver Medal (1999)


Christopher Gee Kok Aun, 46


Bachelor of Arts in Law (Honours), University of Nottingham, UK

Member, The Institute of Chartered Financial Analysts


Length of service as director (as at 31 December 2014): 11 months


• Audit Committee (Member)


• Institute of Policy Studies, Lee Kuan Yew School of Public Policy, National University of

Singapore (Research Fellow)

• Manas Asian Equities Value Fund (Director)


• Head, Singapore Equities Research of J.P. Morgan Securities Singapore Private Limited (From

July 2002 to February 2012)

• Head, Asia Real Estate Equities Research of J.P. Morgan Securities Singapore Private Limited

(From September 2006 to February 2012)

• Head, Singapore and Malaysia Equities Research of ING Barings Securities (From June 2000 to

June 2002)

• Head, Malaysia Equities Research and Investment Analyst of ING Barings Securities Malaysia

Sdn. Bhd. (From June 1994 to June 2000)

• Audit and Corporate Recovery of Price Waterhouse, London (From September 1990 to March

1994)

Board of Directors


Professor Tan Kong Yam, 59


Bachelor in Economics, Princeton University

PhD in Economics, Stanford University

Date of first appointment as a director: 31 October 2014

Length of service as a director (as at 31 December 2014): 2 months




• APS Asset Management Pte Ltd (Director)

• Changi Airport Group (Singapore) Pte. Ltd. (Director)

• Nanyang Technological University of Singapore (Professor of Economics)

• Surbana International Consultants Holdings Pte. Ltd. (Director)


• Senior Economist, Beijing Office of World Bank (From July 2002 to July 2005)

• Member, Expert Group on the 11th Five Year Plan of World Bank (2004)

• Chief Economist of The Ministry of Trade and Industry (From July 1999 to June 2002)

• Head, Department of Business Policy at NUS Business School of National University of

Singapore (From 1988 to 1999)


Ng Kok Siong, 43

Non-Executive Non-Independent Director

Bachelor of Accountancy (Honours), Nanyang Technological University of Singapore

Date of first appointment as a director: 21 July 2009


Board committees served on


• Corporate Disclosure Committee (Member)

• Executive Committee (Member)

Present directorship in other listed companies

• CapitaMalls Malaysia REIT Management Sdn. Bhd. (manager of CapitaMalls Malaysia Trust)

Present principal commitment (other than directorships in listed companies)

• CapitaLand Limited (Chief Corporate Development Officer)


• Chief Financial Officer of CapitaMalls Asia Limited (From November 2009 to August 2014)

• Senior Vice President, Strategic Finance of CapitaLand Limited (From October 2008 to

September 2009)

• Senior Vice President, CapitaLand Eurasia of CapitaLand Limited (From January 2007 to

October 2008)

• Vice President, Office of the President of CapitaLand Limited (From September 2005 to January

2007)

• Strategy and Portfolio Manager of Shell Oil Products East (From August 2003 to September

2005)

• Planning and Appraisal Advisor of Shell Oil Products East (From July 2001 to August 2003)

• Regional Advisor of Exxon Mobil Asia Pacific Pte Ltd (From May 2000 to July 2001)

• Global Analyst of Esso Coordination Centre N.V. (From January 1999 to May 2000)

• Senior Planning Analyst of Esso Singapore Private Limited (From July 1998 to January 1999)

Board of Directors


Tony Tan Tee Hieong, 48

Chief Executive OfficerExecutive Non-Independent Director

Bachelor of Accountancy, National University of Singapore

Master of Business Administration, University of Manchester

Date of first appointment as a director: 1 July 2010



• Executive Committee (Member)


• Deputy CEO of CapitaRetail China Trust Management Limited (From April 2010 to June 2010)

• Head, Finance of CapitaRetail China Trust Management Limited (From September 2007 to June

2010)

• Asia Pacific Treasurer of IKEA (From August 1998 to September 2007)

• Treasury Accountant of Wearnes International (From May 1995 to August 1998)

• Money Market Dealer of Credito Italiano Bank (From April 1994 to May 1995)

• Money Market Broker of Harlow Ueda Sassoon (From November 1992 to April 1994)

• Auditor of Ernst & Young (From June 1991 to October 1992)


Month Events

January Distributable income of S$70.1 million for the financial year ended 2013 was

4.9% higher than the previous year. Distribution per unit (DPU) for financial

year ended 2013 was 9.02 cents.

March Paid a DPU of 4.33 cents to Unitholders for the period 1 July to 31 December

2013.

April With strong contribution from the newly acquired CapitaMall Grand Canyon,

net property income (NPI) increased robustly by 25.0% and distributable

income grew 13.2% year-on-year for 1Q 2014.

Held its annual general meeting with all the resolutions duly passed.

May CapitaMall Minzhongleyuan reopened after going through a major asset

enhancement initiative.

July NPI increased 29.5% and distributable income grew 18.7% year-on-year for

2Q 2014.

Clinched the Bronze award for the Best Annual Report (REITs and Business

Trusts category) at the Singapore Corporate Awards 2014.

September Paid a DPU of 4.99 cents to Unitholders for the period 1 January to 30 June

2014, an increase of 6.4% compared to the same period in the previous year.

October NPI increased 29.2% and distributable income grew 14.1% year-on-year for

3Q 2014.

Participated in the “5th Singapore Corporate Governance Week – Statement of

Support” organised by Securities Investors Association (Singapore) in

demostration of CRCT’s commitment to good corporate governance.

Year in Brief 2014


Tony Tan Tee Hieong

Chief Executive Officer & Executive Director

Refer to the description under the section on Board of Directors.

INVESTMENT AND ASSET MANAGEMENT TEAM

The Investment and Asset Management Team is responsible for identifying and evaluating potential

acquisitions and investments, as well as formulating business and enhancement plans for CRCT’s

assets. They work closely with the property managers as well as the shopping malls’ centre

management to ensure that the plans are diligently implemented.

Tan Tze Wooi

Vice President, Investment and Asset Management

Tze Wooi has over 17 years of financial experience in real estate, corporate banking, credit and

auditing in Singapore and China. He was an Investment and Asset Manager for CapitaMalls Asia

before joining CRCTML. He is a Chartered Financial Analyst and holds a Bachelor of Accountancy

(Honours) from Nanyang Technological University, Singapore.

Toh Yee-Shui

Vice President, Investment and Asset Management

Yee-Shui has over 13 years of experience in the real estate and banking industry in Singapore and

China. He was an Investment and Asset Manager in China for CapitaMalls Asia before joining

CRCTML. He is a Chartered Financial Analyst and holds a Master of Science in Financial Engineering

from the National University of Singapore.

FINANCE TEAM

The Finance Team is responsible for all finance-related functions, including the preparation of

statutory accounts, budgeting, sourcing and management of funds, management of treasury and tax

affairs, compliance, liaison with external audit, and all other finance-related matters.

Joanne Tan Siew Bee

Head, Finance

Joanne has over 14 years of finance and accounting experience. She holds a professional degree

with the Association of Chartered Certified Accountants (ACCA) and is a Chartered Accountant of

Singapore.

Trust Management Team (CRCTML)


FUND ANALYST

The Fund Analyst is responsible for developing and maintaining financial and asset models to

analyse the performance of CRCT at the property level, as well as preparing asset reports on the

assets.

Samantha Huang Yin

Executive, Investment and Asset Management

Samantha graduated with a Bachelor of Science in Real Estate from the National University of

Singapore in 2013. Prior to joining CRCTML, she gained internship and traineeship exposure in

various real estate firms.

INVESTOR RELATIONS MANAGER

The Investor Relations Manager is responsible for maintaining transparent communications with

Unitholders, potential investors and analysts through communication channels such as the annual

reports, press releases, presentations, roadshows and CRCT’s website.

Leng Tong Yan

Manager, Investor Relations

Tong Yan has over eight years of experience in auditing and investor relations. She was an Internal

Audit Manager with CapitaMalls Asia before joining CRCTML in May 2013. She holds a Bachelor of

Accountancy from Nanyang Technological University, Singapore and is a Chartered Accountant of

Singapore.

Trust Management Team (CRCTML)


OUR ROLE

Our primary role as the manager of CRCT (Manager) is to set the strategic direction of CRCT and

make recommendations to HSBC Institutional Trust Services (Singapore) Limited, in its capacity as

trustee of CRCT (Trustee), on acquisition, divestment and enhancement of the assets of CRCT in

accordance with its stated investment strategy. The research, evaluation and analysis required for

this purpose are coordinated and carried out by us as the Manager.

As the Manager, we have general powers of management over the assets of CRCT. Our primary

responsibility is to manage the assets and liabilities of CRCT for the benefit of the unitholders of

CRCT (Unitholders). We do this with a focus on generating rental income and enhancing asset value

over time so as to maximise the returns from the investments, and ultimately the distributions and total

returns to Unitholders.

Our other functions and responsibilities as the Manager include:

(a) using our best endeavours to conduct CRCT’s business in a proper and efficient manner and to

conduct all transactions with, or on behalf of CRCT, at arm’s length;

(b) preparing annual business plans for review by the directors of the Manager (Directors),

including forecasts on revenue, net income and capital expenditure, explanations on major

variances to previous years’ plans, written commentaries on key issues and underlying

assumptions on rental rates, operating expenses and any other relevant assumptions;

(c) ensuring compliance with relevant laws and regulations, including the Listing Manual of

Singapore Exchange Securities Trading Limited (SGX-ST) (Listing Manual), the Code on

Collective Investment Schemes (CIS Code) issued by the Monetary Authority of Singapore

(MAS) (including Appendix 6 of CIS Code (Property Funds Appendix)) and the tax rulings issued

by the Inland Revenue Authority of Singapore on the taxation of CRCT and Unitholders;

(d) attending to all regular communications with Unitholders; and

(e) supervising CapitaLand Retail (Shanghai) Management & Consulting Co., Ltd. (Property

Manager), the property manager which performs the day-to-day property management

functions (including leasing, marketing, promotion, coordination and property management) for

CRCT’s malls.

CRCT, constituted as a trust, is externally managed by the Manager and therefore has no personnel

of its own. The Manager appoints experienced and well qualified management to run its day-to-day

operations. All Directors and employees of the Manager are remunerated by the Manager and not

CRCT.

The Manager was appointed in accordance with the terms of the trust deed constituting CRCT and

dated 23 October 2006 (as amended, varied or supplemented from time to time) (Trust Deed). The

Trust Deed also outlines certain circumstances under which the Manager can be removed, including

by notice in writing given by the Trustee upon the occurrence of certain events, or by a resolution

passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly

convened and held in accordance with the provisions of the Trust Deed.

The Manager is a subsidiary of CapitaLand Limited (CL) which holds a significant unitholding interest

in CRCT. CL is a long-term real estate developer and investor and has strong inherent interests in the

performance of CRCT. CL’s retention of a significant unitholding interest in CRCT ensures its

commitment to CRCT and aligns its interests with other Unitholders. The Manager’s association with

CL provides the following benefits, amongst other things, to CRCT:

(a) stable pipeline of property assets through CL’s development activities;

Corporate Governance


(b) wider and better access to banking and capital markets on favourable terms;

(c) fund raising and treasury support; and

(d) access to a bench of experienced management talent.

OUR CORPORATE GOVERNANCE CULTURE

The Manager aspires to the highest standards of corporate conduct as guided by the Principles of

the Code of Corporate Governance 2012 (Code). The Manager believes in developing and

maintaining sound and transparent policies and practices to meet the specific business needs of

CRCT and to provide a firm foundation for a trusted and respected business enterprise. The Manager

remains focused on complying with the substance and spirit of the Principles of the Code while

achieving operational excellence and delivering CRCT’s long-term strategic objectives.

The Manager has received accolades from the investment community for excellence in corporate

governance. More details can be found in the Investor & Media Relations section on pages 59 to 60

of the Annual Report.

This report sets out the corporate governance practices for financial year (FY) 2014 with reference

to the Code. Where there are deviations from the principles and guidelines of the Code, an

explanation has been provided within this report.

(A) BOARD MATTERS

The Board’s Conduct of Affairs

Principle 1:

Every company should be headed by an effective Board to lead and control the company. The

Board is collectively responsible for the long-term success of the company. The Board works

with Management to achieve this objective and Management remains accountable to the Board.

The Manager is led by a board of Directors (Board) comprising a majority of non-executive

independent Directors. Each Director brings to the Board skills, experience, insights and sound

judgement, which together with his strategic networking relationships, serve to further the interests

of CRCT. At all times, the Directors are collectively and individually obliged to act honestly and with

diligence, and consider the best interests of Unitholders.

The Board oversees the affairs of the Manager, in furtherance of the Manager’s primary responsibility

to manage the assets and liabilities of CRCT for the benefit of Unitholders. The Board appoints the

Chief Executive Officer (CEO), who, assisted by the management team of the Manager

(Management), is responsible for the day-to-day management and overall operations of CRCT’s

business.

The Board provides leadership to the Management, sets strategic directions and oversees the

management of CRCT. The Board establishes goals for Management and monitors the achievement

of these goals. It ensures that proper and effective controls are in place to assess and manage

business risks and compliance with requirements under the Listing Manual, the Property Funds

Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, the MAS or other

relevant authorities, and applicable laws. It also sets the disclosure and transparency standards for

CRCT and ensures that obligations to Unitholders and other stakeholders are understood and met.

The Board has reserved authority to approve certain matters and these include:

(a) material acquisitions, investments, disposals and divestments;

(b) issue of new units;

(c) income distributions and other returns to Unitholders; and



(d) matters which involve a conflict of interest for a controlling unitholder or a Director.

Various Board Committees, namely the Audit Committee (AC), Corporate Disclosure Committee

(CDC) and Executive Committee (EC) have been constituted with clear written terms of reference to

assist the Board in the discharge of its functions. The composition of the various Board Committees

is set out on page 43 of the Annual Report.

Each of these Board Committees operates under delegated authority from the Board. The Board may

form other Board Committees as dictated by business imperatives. Membership of the various Board

Committees is managed to ensure an equitable distribution of responsibilities among Board

members, to maximise the effectiveness of the Board and to foster active participation and

contribution from Board members. Diversity of experience and appropriate skills are considered in

the composition of the respective Board Committees.

The Board has adopted a set of internal controls which establishes approval limits for, amongst other

things, capital expenditure, investments, divestments and debts. Apart from matters that specifically

require the Board’s approvals, the Board delegates authority for transactions below those limits to

Board Committees and Management. Approval sub-limits are also provided at management level to

optimise operational efficiency.

The Board meets at least once every quarter, and as required by business imperatives. Where

exigencies prevent a Director from attending a Board meeting in person, the Articles of Association

of the Manager permit the Director to participate via teleconferencing or video conferencing. The

Board and Board Committees may also make decisions by way of resolutions in writing.

A total of four Board meetings were held in FY 2014. A table showing the attendance record of

Directors at meetings of the Board and AC during FY 2014 is set out on page 43 of the Annual Report.

The Manager believes in the manifest contribution of its Directors beyond attendance at formal Board

and Board Committees meetings. To judge a director’s contributions based on his attendance at

formal meetings alone would not do justice to his overall contributions, which include being

accessible by Management for guidance or exchange of views outside the formal environment of

Board and Board Committees meetings.

The Manager provides suitable training for Directors. Upon appointment, each Director is provided

with a formal letter of appointment and is also given a copy of the Directors’ Manual (which includes

information on a broad range of matters relating to the role of a director). All Directors on appointment

are required to undertake an induction programme to familiarise themselves with matters relating to

the business activities of CRCT, its strategic directions and policies, the regulatory environment in

which CRCT operates and the Manager’s corporate governance practices. The Manager also

provides appropriate training for first-time directors including industry-specific knowledge.

Following their appointment, Directors are provided with opportunities for continuing education in

areas such as directors’ duties and responsibilities, changes to regulations and accounting

standards and industry-related matters, so as to be updated on matters that affect or may enhance

their performance as Directors or Board Committee members.


Board Composition and Guidance

Principle 2:

There should be a strong and independent element on the Board, which is able to exercise

objective judgement on corporate affairs independently, in particular, from Management and

10% shareholders. No individual or small group of individuals should be allowed to dominate

the Board’s decision making.

The Board comprises individuals who are business leaders and professionals with financial, banking,

fund management, real estate, legal, investment and accounting backgrounds. The varied

backgrounds of the Directors enable Management to benefit from their external, diverse and

objective perspectives on issues brought before the Board. The size and composition of the Board

are reviewed regularly to ensure that the Board is of appropriate size and has an optimal mix of

expertise and experience, and comprises persons who, as a group, provide the necessary core

competencies, taking into consideration the nature and scope of CRCT’s operations.

The Board presently comprises seven Directors, of whom four are non-executive independent

Directors. The profiles of the Directors are set out on pages 17 to 23 of the Annual Report.

The independence of each Director is reviewed by the Board upon appointment, and thereafter

annually and as and when circumstances require. An independent director is one who has no

relationship with the Manager, its related corporations, its shareholders who hold 10% or more of the

voting shares in the Manager, or Unitholders who hold 10% or more of the units in issue of CRCT or

its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the

Directors’ independent business judgement in the best interests of CRCT. The Board has determined

that Mr Liew Cheng San Victor, Mr Fong Heng Boo, Mr Christopher Gee Kok Aun and Professor Tan

Kong Yam are independent Directors under the Code.

Chairman and Chief Executive Officer

Principle 3:

There should be a clear division of responsibilities between the leadership of the Board and the

executives responsible for managing the company’s business. No one individual should

represent a considerable concentration of power.

To maintain an appropriate balance of power, increased accountability and greater capacity of the

Board for independent decision making, the roles and responsibilities of the Chairman and the CEO

are held by separate individuals.

The non-executive independent Chairman is responsible for leading the Board and ensuring that the

Board is effective on all aspects of its role. The CEO has full executive responsibilities over the

business directions and operational decisions of CRCT and is responsible for implementing CRCT’s

strategies and policies and for conducting CRCT’s business. The Chairman and the CEO are not

immediate family members. The separation of the roles of the Chairman and the CEO and the

resulting clarity of roles provide a healthy professional relationship between the Board and

Management and facilitate robust deliberations on the business activities of CRCT and the exchange

of ideas and views to help shape the strategic process.

The Chairman is responsible for leadership of the Board and for creating the conditions for overall

Board, Board Committee and individual Director effectiveness. This includes setting the agenda of

the Board in consultation with the CEO and promoting constructive engagement among the Directors

as well as between the Board and the CEO on strategic issues.

The Chairman plays a significant leadership role by providing clear oversight, advice and guidance

to the CEO and Management on strategies and business operations.



Board Membership

Principle 4:

There should be a formal and transparent process for the appointment and re-appointment of

directors to the Board.

The Manager does not have a nominating committee. In view that the Manager is a dedicated

manager to only CRCT, and taking into account the activities and scale of business of CRCT, the

limited number of independent director appointment and the fact that independent directors

constitute more than half of the Board of the Manager, the Board considers that the objectives of a

nominating committee may be achieved by the full Board (of which comprises a majority of

independent Directors) undertaking the responsibilities of a nominating committee. Therefore, the

Board performs the functions that such a committee would otherwise perform, namely, it administers

nominations to the Board, reviews the structure, size and composition of the Board, and reviews the

independence of Board members. Directors of the Manager are not subject to periodic retirement by

rotation.

Under the Code, the composition of the Board, including the selection of candidates for new

appointments to the Board as part of the Board’s renewal process, is determined using the following

principles:

(a) the Board should comprise Directors with a broad range of commercial experience, including

expertise in fund management, the property industry, banking and legal fields; and

(b) at least one-third of the Board should comprise independent Directors. Where, amongst other

things, the Chairman of the Board is not an independent Director, at least half of the Board

should comprise independent Directors.

Renewal or replacement of Board members do not necessarily reflect their contributions to date, but

may be driven by the need to position and shape the Board in line with the evolving needs of CRCT

and its business.

The selection of candidates is evaluated taking into account various factors including the current and

mid-term needs and goals of CRCT, as well as the relevant expertise of the candidates and their

potential contributions. Candidates may be put forward or sought through contacts and

recommendations.

Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed

company board representations which any director may hold and disclose this in the annual report.

The Board is of the view that, the limit on the number of listed company directorships that an

individual may hold should be considered on a case-by-case basis, as a person’s available time and

attention may be affected by many different factors such as whether they are in full-time employment

and their other responsibilities. A Director with multiple directorships is expected to ensure that

sufficient attention is given to the affairs of the Manager in managing the assets and liabilities of

CRCT for the benefit of Unitholders. The Board believes that each individual Director is best placed

to determine and ensure that he is able to devote sufficient time and attention to discharge his duties

and responsibilities as a Director of the Manager, bearing in mind his other commitments. In

considering the nomination of Directors for appointment, the Board will take into account, amongst

other things, the competing time commitments faced by Directors with multiple Board memberships.

All Directors had confirmed that notwithstanding the number of their individual listed company board

representations and other principal commitments, which the Directors held, they were able to devote

sufficient time and attention to the affairs of the Manager in managing the assets and liabilities of

CRCT for the benefit of Unitholders. The Board is of the view that the current commitments of each

of its Directors are reasonable and each of the Directors is able to and has been adequately carrying

out his duties.


Board Performance

Principle 5:

There should be a formal annual assessment of the effectiveness of the Board as a whole and

its board committees and the contribution by each director to the effectiveness of the Board.

The Manager believes that Board performance is ultimately reflected in the long-term performance

of CRCT.

The Board strives to ensure that there is an optimal blend in the Board of background, experience

and knowledge in business, finance and management skills critical to CRCT’s business and that each

Director could bring to the Board an independent and objective perspective to enable balanced and

well-considered decisions to be made in the interests of CRCT. Contributions by an individual Board

member can also take other forms, including providing objective perspectives on issues, facilitating

business opportunities and strategic relationships, and accessibility by Management outside of a

formal environment of Board and/or Board Committees meetings.

Reviews of Board performance are carried out on an informal basis. The Manager believes that

collective Board performance and that of individual Board members are better reflected in, and

evidenced by, its and their proper guidance, diligent oversight and able leadership, and the support

that it lends to Management in steering CRCT in the appropriate direction, and the long-term

performance of CRCT whether under favourable or challenging market conditions. The Board was

also able to assess the Board Committees through their regular reports to the Board on their

activities.

Access to Information

Principle 6:

In order to fulfil their responsibilities, directors should be provided with complete, adequate

and timely information prior to board meetings and on an on-going basis so as to enable them

to make informed decisions to discharge their duties and responsibilities.

The Manager recognises the importance of providing the Board with timely, adequate and relevant

information prior to Board meetings, and as and when the need arises.

As a general rule, Board papers are sent to Board members at least five working days prior to the

Board meeting to allow the members to prepare for the Board meetings and to enable the discussions

to focus on questions that the members may have. However, sensitive matters may be tabled at the

meeting itself or discussed without any papers being distributed.

In line with the Manager’s commitment to limit paper wastage and reduce its carbon footprint, the

Manager no longer provides printed copy of Board papers and Directors are instead provided with

tablet devices to enable them to access and read Board and Board Committee papers prior to and

at meetings. This initiative also enhances information security as the papers are downloaded to tablet

devices through an encrypted channel.

In addition to providing timely, adequate and relevant information to the Board on Board affairs and

issues requiring the Board’s decision, Management also provides on-going reports relating to the

operational and financial performance of the Manager, such as monthly management reports.

Where appropriate, informal meetings are also held for Management to brief Directors on prospective

deals and potential developments in the early stages before formal Board approval is sought.

The Board has separate and independent access to Management including the company secretary

of the Manager (Company Secretary) at all times. The Company Secretary attends to corporate

secretarial administration matters and is the corporate governance advisor on corporate matters to

the Board and Management. The Company Secretary attends Board meetings. The Board, whether

as individual Directors or as a group, is also entitled to have access to independent professional

advice where required, at the Manager’s expense.



The AC also meets the internal auditors and external auditors separately at least once a year, without

the presence of the CEO and Management and has unfettered access to any information that it may

require.

(B) REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 7:

There should be a formal and transparent procedure for developing policy on executive

remuneration and for fixing the remuneration packages of individual directors. No director

should be involved in deciding his own remuneration.

Level and Mix of Remuneration

Principle 8:

The level and structure of remuneration should be aligned with the long-term interest and risk

policies of the company, and should be appropriate to attract, retain and motivate (a) the

directors to provide good stewardship of the company, and (b) key management personnel to

successfully manage the company. However, companies should avoid paying more than is

necessary for this purpose.

Disclosure on Remuneration

Principle 9:

Every company should provide clear disclosure of its remuneration policies, level and mix of

remuneration, and the procedure for setting remuneration, in the company’s Annual Report. It

should provide disclosure in relation to its remuneration policies to enable investors to

understand the link between remuneration paid to directors and key management personnel,

and performance.

The Manager believes that a framework of remuneration for the Board and key executives should not

be taken in isolation. It should be linked to the building of management bench strength and the

development of key executives. This is to ensure continual development of talent and renewal of

strong and sound leadership for a sustainable business and a lasting company in the best interests

of CRCT.

The remuneration of the Directors and employees of the Manager is paid by the Manager, and not by

CRCT. As the Manager is a subsidiary of CL, it adheres to the remuneration policies and practices

of CL. The Manager therefore does not have a remuneration committee.

The Manager’s tapping on the compensation framework of CL puts the Manager in a better position

to attract better qualified management talent, who may otherwise not be attracted to a standalone

REIT manager. The Manager being a subsidiary of CL also provides an intangible benefit of allowing

its employees to be associated with a wider corporate group identity which can offer them the depth

and breadth of experience and career horizon and this enables the Manager to attract and retain

qualified individuals.

The Board has carefully considered the remuneration policies and practices of CL and is satisfied

that such policies and practices will provide the Manager with a suitable remuneration policy.

The Directors’ fees for FY 2014 are shown in the table on page 34 of the Annual Report. The CEO

does not receive any fees in his capacity as a Director. Directors’ fees generally comprise a basic

retainer fee as a Director, an additional fee for serving on any of the Board Committees and an

attendance fee for participation in meetings of the Board and any of the Board Committees, project

meetings and verification meetings.


Non-executive Directors (save for Directors who are employees of CL or CapitaMalls Asia Limited

(CMA)) receive Directors’ fees which are payable by way of cash and units in CRCT (Units). The

Manager believes that the payment of a portion of the Directors’ fees in Units will serve to align the

interests of such Directors with that of Unitholders and CRCT’s long-term growth and value.

Director’s Fees1,2

Board Members FY 2014 FY 2013

Liew Cheng San Victor S$129,000 S$129,000

Lim Ming Yan N.A.4 S$117,0003

Chew Gek Khim5 S$11,143 S$91,000

Fong Heng Boo S$89,5726 S$76,000

Christopher Gee Kok Aun7 S$68,291 N.A.

Professor Tan Kong Yam8 S$10,161 N.A.

Ng Kok Siong N.A.4 S$94,0003

Tony Tan Tee Hieong N.A. N.A.

N.A.: Not Applicable.

1 Inclusive of attendance fees of (a) S$2,000 per meeting attendance in person, (b) S$1,700 per meeting attendance viateleconferencing or video conferencing, and (c) S$1,000 per meeting attendance at project and verification meetings subjectto a maximum of S$10,000 per Director per annum. Directors’ fees are subject to the approval of the Manager’s soleshareholder.

2 Each non-executive Director (save for non-executive Directors who are employees of CL or CMA) shall receive up to 20% ofhis Directors’ fees in the form of Units (subject to rounding adjustments). The remainder of the Directors’ fees shall be paidin cash. No new Units will be issued for this purpose as these Units will be paid by the Manager from the Units it holds.

3 In respect of non-executive Directors who are employees of CL or CMA, their Directors’ fees in respect of FY 2013 were paidto CL and CMA respectively in cash.

4 With effect from FY 2014, non-executive Directors who are employees of CL or CMA do not receive Directors’ fees.

5 Chew Gek Khim resigned as a non-executive independent Director and ceased to be the Chairperson of the AC with effectfrom 5 February 2014. All Directors’ fees paid and payable to Chew Gek Khim were paid/will be paid in cash.

6 Fong Heng Boo was appointed as Chairman of the AC with effect from 5 February 2014.

7 Christopher Gee Kok Aun was appointed as a non-executive independent Director and a member of the AC with effect from24 January 2014.

8 Professor Tan Kong Yam was appointed as a non-executive independent Director and a member of the AC with effect from 31October 2014.

(C) ACCOUNTABILITY AND AUDIT

Accountability

Principle 10:

The Board should present a balanced and understandable assessment of the company’s

performance, position and prospects.

The Manager provides Unitholders with quarterly and annual financial statements. In presenting the

annual and quarterly financial statements to Unitholders, the Board aims to provide Unitholders with

a balanced, clear and understandable assessment of CRCT’s performance, position and prospects.

In order to achieve this, Management provides the Board with management accounts on a monthly

basis and such explanation and information as any Director may require, to enable the Directors to

keep abreast, and make a balanced and informed assessment, of CRCT’s financial performance,

position and prospects.

The Manager believes in conducting itself in ways that seek to deliver maximum sustainable value to

Unitholders. Best practices are promoted as a means to build an excellent business for Unitholders

and the Manager is accountable to Unitholders for CRCT’s performance. Prompt fulfilment of

statutory reporting requirements is but one way to maintaining Unitholders’ confidence and trust in

the capability and integrity of the Manager.



Risk Management and Internal Controls

Principle 11:

The Board is responsible for the governance of risk. The Board should ensure that

Management maintains a sound system of risk management and internal controls to safeguard

shareholders’ interests and the company’s assets, and should determine the nature and extent

of the significant risks which the Board is willing to take in achieving its strategic objectives.

The Manager has in place an adequate and effective system of internal controls addressing material

financial, operational, compliance and information technology risks to safeguard Unitholders’

interests and CRCT’s assets.

The Board has overall responsibility for the governance of risk and exercises oversight of the risk

management strategy and framework. The AC assists the Board in strengthening the Manager’s risk

management capabilities for CRCT and its subsidiaries (CRCT Group).

In carrying out this responsibility, in particular, the AC:

(a) makes recommendations to the Board on risk appetite including associated risk parameters for

CRCT Group;

(b) oversees Management in the formulation, updating and maintenance of an adequate and

effective risk management framework, policies and strategies for managing risks that are

consistent with the approved risk appetite and parameters for CRCT Group and report to the

Board on its decisions on any material matters concerning the aforementioned;

(c) makes the necessary recommendations to the Board such that an opinion and comment

regarding the adequacy and effectiveness of the risk management and internal control systems

can be made by the Board in the annual report of CRCT in accordance with the Listing Manual

and the Code; and

(d) reports to the Board on any material breaches of risk limits and the adequacy of any proposed

action.

The Manager adopts an Enterprise Risk Management (ERM) Framework which sets out the required

environmental and organisational components for managing risk in an integrated, systematic and

consistent manner. The ERM Framework and related policies are reviewed annually.

The Manager consistently seeks to improve and strengthen its ERM Framework. As part of the ERM

Framework, Management, amongst other things, undertakes and performs a Risk and Control

Self-Assessment (RCSA) process. As a result of the RCSA process, the Manager produces and

maintains a risk register which identifies the material risks CRCT Group faces and the corresponding

internal controls it has in place to manage or mitigate those risks. The material risks are reviewed

annually by the AC and the Board. The AC also reviews the approach of identifying and assessing

risks and internal controls in the risk register. The system of risk management and internal controls

is reviewed and, where appropriate, refined, regularly by Management, the AC and the Board.

The Manager has established an approach towards how risk appetite is defined, monitored and

reviewed for CRCT Group. Approved by the Board, the Risk Appetite Statement (RAS), addresses the

management of material risks faced by CRCT Group. Alignment of CRCT Group’s risk profile to the

RAS is achieved through various communication and monitoring mechanisms (including key

performance indicators set for Management) put in place across the various functions within the

Manager.

More information on CRCT’s ERM Framework can be found in the Enterprise Risk Management

section on pages 44 to 46 of the Annual Report.

Internal auditors and external auditors conduct audits that involve testing the effectiveness of the

material internal controls for CRCT Group addressing financial, operational, compliance and

information technology risks. This includes testing, where practical, material internal controls in areas


managed by external service providers. Any material non-compliance or lapses in internal controls

together with corrective measures recommended by the internal auditors and external auditors are

reported to and reviewed by the AC. The adequacy and effectiveness of the measures taken by the

Manager in response to the recommendations made by the internal auditors and external auditors are

also reviewed by the AC.

The Board has received assurance from the CEO and the Head, Finance of the Manager that:

(a) the financial records for CRCT Group have been properly maintained and the financial

statements for the year ended 31 December 2014 give a true and fair view of CRCT Group’s

operations and finances; and

(b) the system of risk management and internal controls in place for CRCT Group is adequate and

effective in addressing the material risks faced by CRCT Group in its current business

environment including material financial, operational, compliance and information technology

risks. The CEO and the Head, Finance of the Manager have obtained similar assurance from the

respective risk and control owners.

In addition, in FY 2014, the Board has received quarterly certification by Management on the integrity

of financial reporting and the Board has provided a negative assurance confirmation to Unitholders

as required by the Listing Manual.

Based on the ERM Framework established and the reviews conducted by Management and both the

internal auditors and external auditors, as well as the assurance from the CEO and the Head, Finance

of the Manager, the Board concurs with the recommendation of the AC and is of the opinion, that the

system of risk management and internal controls addressing material financial, operational,

compliance and information technology risks established by the Manager is adequate and effective

to meet the needs of CRCT Group in its current business environment as at 31 December 2014.

The Board notes that the system of risk management and internal controls established by the

Manager provides reasonable assurance that CRCT Group, as it strives to achieve its business

objectives, will not be significantly affected by any event that can be reasonably foreseen or

anticipated. However, the Board also notes that no system of risk management and internal controls

can provide absolute assurance in this regard, or absolute assurance against poor judgement in

decision making, human error, losses, fraud or other irregularities.

Audit Committee

Principle 12:

The Board should establish an Audit Committee with written terms of reference which clearly

set out its authority and duties.

The AC comprises four non-executive Directors, the majority of whom (including the Chairman of the

AC) are independent. The members bring with them invaluable recent and relevant managerial and

professional expertise in accounting and related financial management domains.

The AC has explicit authority to investigate any matter within its terms of reference. Management is

required to provide the fullest co-operation in providing information and resources, and in

implementing or carrying out all requests made by the AC. The AC has direct access to the internal

auditors and external auditors and full discretion to invite any Director or executive officer to attend

its meetings. Similarly, both the internal auditors and external auditors are given unrestricted access

to the AC.

The AC is guided by its terms of reference, in particular, the AC:

(a) monitors and evaluates the effectiveness of the Manager’s system of risk management and

internal controls (including financial, operational, compliance and information technology



controls and risk management policies and systems) through reviewing written reports from the

internal auditors and external auditors to ensure that where deficiencies in internal controls have

been identified, appropriate and prompt remedial action is taken by Management;

(b) reviews the significant financial reporting issues and judgements so as to ensure the integrity of

the financial statements of CRCT Group and any announcements relating to CRCT Group’s

financial performance;

(c) reviews the effectiveness of the internal audit function;

(d) reviews the scope and results of the external audit and also assesses the cost effectiveness, the

independence and objectivity of the external auditors;

(e) makes recommendations to the Board on the proposals to Unitholders on the appointment,

re-appointment and removal of the external auditors, and approving the remuneration of the

external auditors;

(f) reviews and approves processes to regulate transactions involving an Interested Person (as

defined in Chapter 9 of the Listing Manual) and/or Interested Party (as defined in the Property

Funds Appendix) (each, an Interested Person) and CRCT and/or its subsidiaries (Interested

Person Transactions), in particular, ensuring compliance with the provisions of the Listing

Manual and the Property Funds Appendix relating to Interested Person Transactions; and

(g) reviews the policy and arrangements by which employees of the Manager and any other persons

may, in confidence, report suspected fraud or irregularity or suspected infringement of any laws

or regulations or rules or, raise concerns about possible improprieties in matters of financial

reporting or other matters with a view to ensuring that arrangements are in place for such

concerns to be raised and independently investigated, and for appropriate follow-up action to

be taken.

The AC has reviewed the nature and extent of non-audit services provided by the external auditors

during FY 2014 and the fees paid for such services. The AC is satisfied that the independence of the

external auditors has not been impaired by the provision of those services. The external auditors

have also provided confirmation of their independence to the AC. The aggregate amount of fees paid

and payable to the external auditors for FY 2014 was S$437,002 of which audit fees amounted to

S$429,002 and non-audit fees amounted to S$8,000.

In FY 2014, the AC also met with the internal auditors and external auditors, without Management’s

presence, to discuss the reasonableness of the financial reporting process, the system of internal

controls, and the significant comments and recommendations by the auditors. Where relevant, the

AC makes reference to the best practices and guidance in the Guidebook for Audit Committees in

Singapore and the practice directions issued from time to time in relation to Financial Reporting

Surveillance Programme administered by the Accounting and Corporate Regulatory Authority of

Singapore.

The Manager confirms, on behalf of CRCT, that CRCT complies with Rule 712 and Rule 715 of the

Listing Manual.

Internal Audit

Principle 13:

The company should establish an effective internal audit function that is adequately resourced

and independent of the activities it audits.

The Manager has in place an internal audit function supported by CL’s Internal Audit Department (CL

IA) which reports directly to the AC and administratively to the CEO. CL IA plans its internal audit

schedules in consultation with, but independently of, Management and its plan is submitted to the AC


for approval prior to the beginning of each year. The AC also meets with CL IA at least once a year

without the presence of Management. CL IA has unfettered access to the Manager’s documents,

records, properties and employees, including access to the AC.

CL IA is a corporate member of the Singapore branch of the Institute of Internal Auditors Inc. (IIA),

which has its headquarters in the USA. CL IA subscribes to, and is guided by, the International

Standards for the Professional Practice of Internal Auditing (Standards) developed by the IIA and has

incorporated these Standards into its audit practices.

To ensure that internal audits are performed by competent professionals, CL IA recruits and employs

suitably qualified professional staff with the requisite skill set and experience.

CL IA identifies and provides training and development opportunities for its staff to ensure their

technical knowledge and skill set remain current and relevant.

(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES

Shareholder Rights

Principle 14:

Companies should treat all shareholders fairly and equitably, and should recognise, protect

and facilitate the exercise of shareholders’ rights, and continually review and update such

governance arrangements.

The Manager is committed to treating all Unitholders fairly and equitably and keeping all Unitholders,

other stakeholders and analysts informed of the performance and changes in CRCT or its business

which would be likely to materially affect the price or value of Units, on a timely and consistent basis,

so as to assist Unitholders and investors in their investment decisions.

The Manager provides accurate and timely disclosure of material information on the SGXNet.

All Unitholders are entitled to attend general meetings and are accorded the opportunity to

participate effectively and vote at general meetings. All Unitholders are also informed of the rules,

including voting procedures, governing such meetings.

Communication with Shareholders

Principle 15:

Companies should actively engage their shareholders and put in place an investor relations

policy to promote regular, effective and fair communication with shareholders.

The Manager has in place the Investor Relations and Corporate Communications team which

facilitates effective communication with Unitholders, analysts, fund managers and the media.

The Manager actively engages with Unitholders and has put in place a Unitholders’ Communication

and Investor Relations Policy (Policy) to promote regular, effective and fair communication with

Unitholders. The Policy is uploaded on CRCT’s website at www.capitaretailchina.com.

The Board has established the CDC which assists the Board in the discharge of its function to meet

the legal and regulatory obligations arising under the laws and regulations of Singapore relating to

and to conform to best practices in the corporate disclosure and compliance process.

More information on the Manager’s investor and media relations with Unitholders can be found in the

Investor & Media Relations section on pages 59 to 60 of the Annual Report and the Policy which is

available on CRCT’s website.

CRCT’s distribution policy is to distribute at least 90.0% of its distributable income (other than gains

from the sale of properties by CRCT which are determined to be trading gains), with the actual level

of distribution to be determined at the Manager’s discretion.



Conduct of Shareholder Meetings

Principle 16:

Companies should encourage greater shareholder participation at general meetings of

shareholders, and allow shareholders the opportunity to communicate their views on various

matters affecting the company.

The Manager supports the principle of encouraging Unitholders’ participation and voting at general

meetings. Unitholders receive a CD containing the CRCT Annual Report (printed copies are available

upon request) and notice of the annual general meeting. As and when an extraordinary general

meeting is to be held, Unitholders will receive a copy of the circular which contains details of the

matters to be proposed for Unitholders’ consideration and approval. Notices of the general meetings

are also advertised in the press and issued via SGXNet.

At general meetings, Unitholders are encouraged to communicate their views on and discuss with the

Board and the Manager matters affecting CRCT. Representatives of the Trustee, Directors (including

the respective Chairpersons of the Board and the AC), the Manager’s senior management and the

external auditors, would usually be present at general meetings.

To safeguard Unitholders’ interests and rights, a separate resolution is proposed for each

substantially separate issue at general meetings. To ensure transparency in the voting process and

better reflect Unitholders’ interest, the Manager conducts poll voting for Unitholders/proxies present

at the meeting for all the resolutions proposed at the general meetings. The total number of votes cast

for or against the resolutions and the respective percentages are announced after the general

meetings via SGXNet. Minutes of the general meetings are taken and are available to Unitholders for

their inspection upon request.

Unitholders also have the opportunity to communicate their views and discuss with the Board and

Manager matters affecting CRCT after the general meetings.

(E) ADDITIONAL INFORMATION

Executive Committee

Apart from the AC and CDC, the Board has also established an EC.

The EC oversees the day-to-day activities of the Manager and that of CRCT, on behalf of the Board.

The EC is guided by its terms of reference, in particular, the EC:

(a) reviews, endorses and recommends to the Board strategic directions and management policies

of the Manager in respect of CRCT;

(b) oversees operational, investment and divestment matters within its approved financial limits;

and

(c) reviews management reports and operating budgets.

The members of the EC meet informally during the course of the year.

Dealings with Interested Persons

Review Procedures for Interested Person Transactions

The Manager has established internal control procedures to ensure that all Interested Person

Transactions are undertaken on an arm’s length basis and on normal commercial terms, which are

generally no more favourable than those extended to unrelated third parties, and are not prejudicial

to the interests of CRCT and Unitholders. In respect of such transactions, the Manager would have

to demonstrate to the AC that such transactions are undertaken on normal commercial terms and are

not prejudicial to the interests of CRCT and Unitholders which may include obtaining (where

practicable) third party quotations or obtaining valuations from independent valuers (in accordance


with applicable provisions of the Listing Manual and the Property Funds Appendix). The internal

control procedures also ensure compliance with Chapter 9 of the Listing Manual and the Property

Funds Appendix.

In particular, the following procedures are in place:

Interested Person Transactions1 Approving Authority,

Procedures and Disclosure

Below S$100,000 per transaction • Trustee

S$100,000 and above per transaction (which singly, or when

aggregated with other transactions2 with the same Interested

Person in the same financial year is less than 3.0% of CRCT’s

latest audited net tangible assets/net asset value)

• Trustee

• Audit Committee

Transaction2 which:

(a) is equal to or exceeds 3.0% of CRCT’s latest audited net

tangible assets/net asset value; or

(b) when aggregated with other transactions2 with the same

Interested Person in the same financial year is equal to or

exceeds 3.0% of CRCT’s latest audited net tangible

assets/net asset value

• Trustee

• Audit Committee

• Immediate announcement

Transaction2 which:

(a) is equal to or exceeds 5.0% of CRCT’s latest audited net

tangible assets/net asset value; or

(b) when aggregated with other transactions2 with the same

Interested Person in the same financial year is equal to or

exceeds 5.0% of CRCT’s latest audited net tangible

assets/net asset value

• Trustee

• Audit Committee

• Unitholders

• Immediate announcement

1 Excluding interested person transactions falling under the exceptions set out in Rules 915 and 916 of the Listing Manual.

2 Any transaction of less than S$100,000 in value is disregarded.

Role of the Audit Committee for Interested Person Transactions

The Manager’s internal control procedures are intended to ensure that Interested Person

Transactions are conducted at arm’s length and on normal commercial terms, and are not prejudicial

to CRCT and Unitholders’ interests.

The Manager maintains a register to record all Interested Person Transactions which are entered into

by CRCT (and the basis on which they are entered into, including the quotations obtained to support

such basis). All Interested Person Transactions are subject to regular periodic reviews by the AC,

which in turn obtains advice from CL IA, to ascertain that the guidelines and procedures established

to monitor Interested Person Transactions, including the relevant provisions of the Listing Manual and

the Property Funds Appendix, as well as any other guidelines which may from time to time be

prescribed by the SGX-ST, the MAS or other relevant authorities, have been complied with. The

review includes an examination of the nature of the transaction and its supporting documents or such

other information deemed necessary by the AC. If a member of the AC has an interest in a

transaction, he is to abstain from participating in the review and approval process in relation to that

transaction. In addition, the Trustee also reviews such audit reports to ascertain that the Listing

Manual and the Property Funds Appendix have been complied with.

Details of all Interested Person Transactions (equal to or exceeding S$100,000 each in value) entered

into by CRCT during FY 2014 are disclosed on page 147 of the Annual Report.



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.


(F) CODE OF BUSINESS CONDUCT

The Manager adheres to an ethics and code of business conduct policy which deals with issues such

as confidentiality, conduct and work discipline, corporate gifts and concessionary offers. Clear

policies and guidelines on how to handle workplace harassment and grievances are also in place.

The policies and guidelines are published on CL’s intranet which is accessible by all employees of

the Manager.

The policies that the Manager has implemented aim to help to detect and prevent occupational fraud

in mainly three ways.

First, the Manager offers fair compensation packages, based on practices of pay-for-performance

and promotion based on merit to its employees. The Manager also provides various healthcare

subsidies and financial assistance schemes to alleviate the common financial pressures its

employees face.

Second, clearly documented policies and work procedures incorporate internal controls which

ensure that adequate checks and balances are in place. Periodic audits are also conducted to

evaluate the efficacy of these internal controls.

Finally, the Manager seeks to build and maintain the right organisational culture through its core

values, educating its employees on good business conduct and ethical values.

Bribery and Corruption Prevention Policy

The Manager adopts a strong stance against bribery and corruption. In addition to clear guidelines

and procedures for the giving and receipt of corporate gifts and concessionary offers, all employees

of the Manager are required to make a declaration on an annual basis where they pledge to uphold

the Manager’s core values and not to engage in any corrupt or unethical practices. This serves as a

reminder to all employees to maintain the highest standards of integrity in their work and business

dealings.

The Manager’s zero tolerance policy towards bribery and corruption extends to its business dealings

with third parties. Pursuant to such policy, the Manager requires that certain agreements incorporate

anti-bribery and anti-corruption provisions.

Whistle-Blowing Policy

A whistle-blowing policy and other procedures are put in place to provide employees of the Manager

and parties who have dealings with the Manager with well defined, accessible and trusted channels

to report suspected fraud, corruption, dishonest practices or other improprieties in the workplace,

and for the independent investigation of any reported incidents and appropriate follow up action. The

objective of the whistle-blowing policy is to encourage the reporting of such matters – that employees

or external parties making any reports in good faith will be able to do so with the confidence that they

will be treated fairly, and to the extent possible, be protected from reprisal.

Anti-Money Laundering and Countering the Financing of Terrorism Measures

As a holder of a Capital Markets Services licence issued by the MAS, the Manager abides by the

MAS’ guidelines on the prevention of money laundering and countering the financing of terrorism.

Under these guidelines, the main obligations of the Manager are:

(a) customer due diligence;

(b) suspicious transaction reporting;



(c) record keeping;

(d) employee screening; and

(e) staff training.

The Manager has developed and implemented a policy on the prevention of money laundering and

terrorist financing and is alert at all times to suspicious transactions. Where there is a suspicion of

money laundering or terrorist financing, the Manager performs due diligence checks on its

counterparties in order to ensure that it does not enter into business transactions with terrorist

suspects or other high risk persons or entities. Suspicious transactions are also reported to the

Suspicious Transaction Reporting Office of the Commercial Affairs Department.

Under this policy, the Manager must retain all relevant records or documents relating to business

relations with its customers or transactions entered into for a period of at least five years following the

termination of such business relations or the completion of such transactions.

All prospective employees of the Manager are also screened against various lists of terrorist

suspects issued by the MAS. Periodic training is provided by the Manager to its Directors and

employees to ensure that they are updated and aware of applicable anti-money laundering and

terrorist financing regulations, the prevailing techniques and trends in money laundering and terrorist

financing and the measures adopted by the Manager to combat money laundering and terrorist

financing.

Composition and Attendance Record of Meetings of the Board and Board Committees

CompositionAttendance Record ofMeetings in FY 2014

BoardAudit

Committee

Board MembersAudit

Committee

CorporateDisclosureCommittee

ExecutiveCommittee

Number ofMeetingsHeld: 4

Number ofMeetingsHeld: 4

Liew Cheng San Victor – Chairman – 4 out of 4 N.A

Lim Ming Yan – Member Chairman 3 out of 4 N.A.

Chew Gek Khim1 Chairperson – – 1 out of 1 1 out of 1

Fong Heng Boo2 Chairman – – 4 out of 4 4 out of 4

Christopher Gee

Kok Aun3

Member – – 3 out of 4 3 out of 4

Ng Kok Siong Member Member Member 4 out of 4 4 out of 4

Professor Tan

Kong Yam4

Member – – N.A. N.A.

Tony Tan Tee Hieong – – Member 4 out of 4 N.A.

N.A.: – Not Applicable.

1 Chew Gek Khim resigned as a non-executive independent Director and ceased to be Chairperson of the Audit Committee witheffect from 5 February 2014.

2 Fong Heng Boo was appointed as Chairman of the Audit Committee with effect from 5 February 2014.

3 Christopher Gee Kok Aun was appointed as a non-executive independent Director and a member of the Audit Committee witheffect from 24 January 2014.

4 Professor Tan Kong Yam was appointed as a non-executive independent Director and a member of the Audit Committee witheffect from 31 October 2014.


Risk management is an integral part of CRCT Group’s business at both the strategic and operational

level. A proactive approach towards risk management supports the attainment of CRCT Group’s

business objective and corporate strategy, thereby creating and preserving value.

The Manager of CRCT Group (Manager) recognises that risk management is about opportunities as

much as it is about threats. To capitalise on opportunities, the Manager has to take risks. Therefore,

risk management is not about pursuing risk minimisation as a goal but rather optimising the

risk-reward relationship, within known and agreed risk appetite levels. The Manager therefore takes

risks in a prudent manner for justifiable business reasons.

The Board of Directors of the Manager (Board) is responsible for the governance of risk across CRCT

Group. The responsibilities include determining CRCT Group’s risk appetite, overseeing CRCT

Group’s Enterprise Risk Management (ERM) Framework, regularly reviewing CRCT Group’s risk

profile, material risks and mitigation strategies, and ensuring the effectiveness of risk management

policies and procedures. For these purposes, it is assisted by the Audit Committee (AC) which

provides dedicated oversight of risk management at the Board level.

The AC comprises four independent board members and meets on a quarterly basis. The meetings

are regularly attended by the CEO as well as key management staff.

The Board has approved CRCT Group’s risk appetite which determines the nature and extent of

material risks which CRCT Group is willing to take to achieve its strategic objectives. CRCT Group’s

Risk Appetite (RAS) is expressed via formal high level and overarching statements. Having

considered key stakeholders’ interests, the RAS sets out explicit, forward-looking views of the CRCT

Group’s desired risk profile and is aligned to CRCT Group’s strategy and business plans.

ENTERPRISE RISK MANAGEMENT FRAMEWORK

ERM Framework

Risk Strategy

Board Oversight & Senior Management Involvement

Inte

rnal C

on

tro

l S

yste

m

Ind

ep

en

den

t R

evie

w &

Au

dit

RiskIdentification

& Assessment

Risk Monitoring& Reporting

RiskResponse• Key Risk Indicators

Risk-Aware Culture

• Accept• Avoid• Mitigate• Transfer

• Risk Appetite• Risk & Control Self-Assessment• Investment Risk Evaluation• Scenario Analysis• Whistle-blowing/ Business Malpractice

CRCT Group’s ERM Framework sets out the required environmental and organisational components

which enable CRCT Group to manage risks in an integrated, systematic and consistent manner. The

ERM Framework and related risk management policies are reviewed annually and are periodically

validated by external ERM consultants.

Enterprise Risk Management


A robust internal control system and an effective, independent review and audit process are the twin

pillars that underpin CRCT Group’s ERM Framework. While the line management is responsible for

the design and implementation of effective internal controls using a risk-based approach, the

outsourced Internal Audit team reviews such design and implementation to provide reasonable

assurance to the AC on the adequacy and effectiveness of the internal control system.

Annually, the Manager facilitates and coordinates CRCT’s Group-wide Risk and Control Self-

Assessment (RCSA) exercise that requires respective risk and control owners to proactively identify,

assess and document material risks as well as the corresponding key controls and mitigating

measures needed to address them. Material risks and their associated controls are consolidated and

reviewed by the Manager before they are presented to the AC and the Board.

Awareness of and preparedness for potential risks affecting CRCT Group’s business continuity helps

the Manager to minimise the impact of disruption to its business operations. CRCT Group has in

place a business continuity plan. In addition, the outsourced Information Techolology (IT) team has

also put in place a disaster recovery strategy, which is reviewed and tested on an annual basis.

The Manager believes that having the right risk culture and people with the right attitude, values and

knowledge are fundamental to CRCT Group’s success. Therefore, the Manager works closely with

CapitaLand’s Risk Assessment Group to proactively enhance risk management knowledge within

CRCT Group and promote a culture of risk awareness.

MANAGING MATERIAL RISKS

The Manager undertakes an iterative and comprehensive approach to identifying, managing,

monitoring and reporting of material risks across CRCT Group. Such material risks include:

ACTS OF GOD AND PANDEMIC

Natural disasters, catastrophes and pandemic events are beyond CRCT Group’s control. Such

events may significantly damage our properties or disrupt our operations and reduce shopper traffic.

This could lead to loss of income for our tenants and possibly defaults on lease payments, resulting

in adverse effect on our business and financial conditions. The Manager manages such risks through

established crisis management standard operating procedures at each property.

COMPETITION RISK

CRCT Group faces keen competition from established players and new market entrants in the

property industry. It adopts a relentless approach towards strengthening its competitiveness through

high-quality products and services, product differentiation, pricing, asset enhancement initiatives

and branding. CRCT Group also promotes shopper loyalty through shopper-centric initiatives and

shopper loyalty programmes.

ECONOMIC RISK

CRCT Group is exposed to economic, financial and property markets developments in major cities

in China. These developments may reduce revenue, increase costs and result in downward

revaluation of our assets. Market illiquidity during a financial crisis makes asset divestment

challenging and this can affect CRCT Group’s investment, financial and strategic objectives. The

Manager manages this by adopting a disciplined approach towards financial management and

having a balanced portfolio.

FOREIGN EXCHANGE RISK

CRCT Group is exposed to Chinese Renminbi (RMB) flutuation against Singapore Dollar which is the

distribution pay out currency. Where possible, CRCT Group adopts a natural hedging by borrowing

in RMB which matches the revenue stream generated from its investments. Non-RMB denominated


term loans are hedged via non-deliverable forwards so as to match its underlying assets which are

denominated in RMB. In relation to CRCT Group’s overseas investments in foreign subsidiaries whose

net assets are exposed to currency translation risk and are held for long term investment purposes,

the differences arising from such translation are captured under foreign currency translation reserve

which are reviewed and monitored on a regular basis.

INFORMATION TECHNOLOGY RISK

The outsourced IT team has put in place policies and procedures to manage IT risks. These policies

and procedures govern IT security, vendor selection, access controls and data security. Disaster

recovery testing is conducted regularly to validate the system continuity plan that is put in place. In

addition, network penetration testing is also conducted regularly to check for potential security gaps.

INTEREST RATE RISK

Some of CRCT Group’s existing debt carry floating interest rates, and consequently, the interest cost

to CRCT Group for such loans will be subjected to fluctuations in interest rates. As part of CRCT

Group’s active capital management strategy, the Manager enters into hedging transactions to

partially mitigate the risk of such interest rate fluctuations through the use of interest rate swaps

and/or fixed rate borrowings. The exposure to interest rate risk is further managed through regular

reviews with senior management on the optimal mix of fixed and floating rate borrowings. In addition,

debt portfolio is reviewed on an on-going basis, taking into account the investment holding period

and nature of the assets.

LIQUIDITY RISK

The Manager actively monitors CRCT Group’s debt maturity profile, operating cash flow and the

availability of funding so as to ensure sufficient funds are available to meet its capital, refinancing

and operating needs. To manage liquidity risk, CRCT Group seeks to maintain adequate levels of

liquid resources to cover its working capital obligations. Moreover, CRCT Group has access to debt

capital market through its Medium Term Note (MTN) Programme to raise funds for acquisition,

development and/or refinance maturing debt. CRCT Group’s ability to raise funds from both banks

and debt capital markets has enabled it to diversify it sources of funding to avoid over-reliance on

any single source of funding.

POLITICAL AND POLICY RISK

CRCT Group’s properties and investments are mainly in China, where it could be exposed to political

and policy risks such as political leadership uncertainty, inconsistency in public policies, social

unrest, etc. Such risks could result in the deterioration of the economic or social conditions and affect

the financial viability of CRCT Group’s investments or even the control of assets. To mitigate these

risks, overseas operations are managed by experienced management teams supported by local

teams who are familiar with the local conditions and culture.

Enterprise Risk Management


Committed Occupancy Rates

As at

31 December 20141

As at

31 December 20131

% %

CapitaMall Xizhimen 97.0 98.3

CapitaMall Wangjing 99.3 99.0

CapitaMall Grand Canyon 99.7 95.9

CapitaMall Minzhongleyuan 73.92 N.A.3

CapitaMall Qibao 96.1 97.1

CapitaMall Saihan 100.0 99.9

CapitaMall Wuhu 73.94 90.9

CapitaMall Anzhen 100.0 100.0

CapitaMall Shuangjing 100.0 100.0

CapitaMall Erqi 100.0 100.0

CRCT Portfolio 95.9 98.2N.A.: Not Applicable1 Based on committed leases.2 Impacted by road closure to facilitate the construction of a new subway line.3 CapitaMall Minzhongleyuan is excluded as the mall was closed temporarily from 1 July 2013 to 30 April 2014 to carry out asset

enhancement initiative.4 Tenancy adjustment to differentiate market positioning from competing malls.

Shopper Traffic1

2014 2013

Million Million



CapitaMall Grand Canyon 9.5 N.A.2

CapitaMall Minzhongleyuan 4.13 N.A.2




CRCT Portfolio 89.8 73.3N.A.: Not Applicable1 CapitaMall Anzhen, CapitaMall Shuangjing and CapitaMall Erqi do not have traffic counters.2 CapitaMall Grand Canyon is excluded as its acquisition was completed on 30 December 2013. CapitaMall Minzhongleyuan

is excluded as the mall was closed temporarily from 1 July 2013 to 30 April 2014.3 Shopper traffic for CapitaMall Minzhongleyuan is from 1 May 2014 to 31 December 2014 as the mall reopened on 1 May 2014

after completion of asset enhancement initiative.

Portfolio Tenants’ Sales (RMB per square metre)1

1,327 1,356 1,403 1,522

1,403 1,516 1,541

1,629

1,846

1,630

raeY lluFQ4Q3Q2Q1

2013 2014

1 Based on tenants’ sales (excluding Department Stores and Supermarkets) from CapitaMall Xizhimen, CapitaMall Wangjing,CapitaMall Qibao, CapitaMall Saihan and CapitaMall Wuhu. Prior year’s numbers have been restated for comparativepurposes.

Operations Review


Lease Expiry Profile

CapitaMall Anzhen, CapitaMall Erqi and the majority of the Gross Rentable Area (GRA) of CapitaMall

Shuangjing are let out under master-leases. The master-leases are long-term with a typical tenure of

20 years which help to ensure stable cash flows. For tenants which are not under master-leases, the

typical lease term is 15 to 20 years for anchor tenants, five to seven years for mini-anchor tenants and

up to three years for specialty tenants.

New Leases and Renewals

Number of New

Leases/Renewals

in FY 20141

Variance Over

Preceding

Rental2,3

%

CapitaMall Xizhimen 125 15.6

CapitaMall Wangjing 134 29.8

CapitaMall Grand Canyon 96 43.1

CapitaMall Qibao 88 10.9

CapitaMall Saihan 147 20.7

CapitaMall Wuhu 60 1.2

CRCT Portfolio4 650 23.1

1 Excludes new leases at newly created lettable area, short-term renewals (< 1 year), units vacant for >= 1 year andpre-terminated leases.

2 Excludes turnover rent component.

3 Majority of leases have rental escalation clauses.

4 Excludes CapitaMall Minzhongleyuan as the mall was closed temporarily from 1 July 2013 to 30 April 2014 for assetenhancement initiative.

Weighted Average Lease Expiry by Mall

(As at 31 December 2014)

Weighted Expiry

(by Total Rental Income)

Weighted Expiry

(By Net Lettable Area

(NLA))

Years Years



CapitaMall Grand Canyon 8.5 4.6

CapitaMall Minzhongleyuan 1.5 1.4







CRCT Portfolio 9.0 6.7

Operations Review


Lease Expiry Profile for 2015 By Mall


NLA

Total Rental

Income/month

No. of

leases1 sq m

% of

Total2 RMB’000

% of

Total3

CapitaMall Xizhimen 82 9,778 19.3% 6,180 28.9%

CapitaMall Wangjing 99 6,243 11.5% 4,018 23.7%

CapitaMall Grand Canyon 112 6,080 13.5% 3,411 30.0%

CapitaMall Minzhongleyuan 168 7,891 34.3% 2,794 60.2%

CapitaMall Qibao 53 7,459 14.6% 1,475 18.7%

CapitaMall Saihan 112 8,014 26.1% 2,043 46.2%

CapitaMall Wuhu 62 3,209 8.6% 744 38.2%

1 Based on all committed leases as at 31 December 2014.

2 As percentage of each mall’s total NLA as at 31 December 2014.

3 As percentage of each mall’s total rental income for the month of December 2014.

Portfolio Lease Expiry Profile


10.27.5

5 9 4 8

66.9

24.3

19.5

11.89.0

35.4

7.55. .

8102dnoyeB8102710261025102

% of Total NLA for the month of December 2014 % of Total Rental Income for the month of December 2014


Turnover Rent

CRCT’s favourable lease structure helps to provide Unitholders with a stable and growing rental cashflow. Most of the leases for the anchors, mini-anchors and specialty tenants have an annual step-upin the base rent. In addition, most of the leases also contain provisions for rent to be payable at theapplicable base rent or at a percentage of sales turnover, whichever is higher. The combination ofdirect point-of-sales systems, system link-up with tenants’ point-of-sales and central cashier systemsat our malls allows us to keep track of tenants’ sales. The long-term master leases at CapitaMallAnzhen, CapitaMall Erqi and CapitaMall Shuangjing contain provisions for upside in rental throughstep-ups in the base rent. In addition, the master leases at CapitaMall Anzhen and CapitaMall Erqiprovide further potential upside through a percentage of tenants’ sales turnover if the turnoverexceeds an agreed threshold.

Committed Leases with Turnover Rent

Provisions by Total Rental Income (%)


Committed Leases with Turnover Rent Provisions 85.1%

Committed Leases without Turnover Rent Provisions 14.9%

Committed Leases with Turnover Rent

Provisions by NLA (%)


Committed Leases with Turnover Rent Provisions 72.0%

Committed Leases without Turnover Rent Provisions 28.0%

Trade Sector Analysis

by Total Rental Income (%)


Fashion & Accessories

Food & Beverage

Department Store

Supermarket

Beauty & Healthcare

Shoes & Bags

Houseware & Furnishings

Leisure & Entertainment

Education

Others

28.4

21.8

14.6

9.4

7.7

3.4

2.8

2.6

2.4

6.9

Trade Sector Analysis

by Committed NLA (%)


Fashion & Accessories

Food & Beverage

Department Store

Supermarket

Beauty & Healthcare

Shoes & Bags

Houseware & Furnishings

Leisure & Entertainment

Education

Others

11.9

12.3

29.5

28.0

3.6

1.1

4.3

1.8

4.4

3.1

Operations Review


The portfolio’s biggest tenant is Beijing Hualian Group (BHG) which operates the master-leased

Beijing Hualian Department Stores at CapitaMall Anzhen and CapitaMall Erqi. It is also the anchor

tenant at CapitaMall Xizhimen, CapitaMall Wangjing and CapitaMall Saihan.

TOP 10 TENANTS

(Based on percentage of Total Rental Income in the month of December 20141)

Tenant Brand Names

Trade

Category

Lease

Expiry2

NLA

sq m

%

committed

NLA

% Total

Rental

Income1

BHG(北京)百貨有限公司

北京華聯呼和浩特金宇綜合超市有限公司

北京華聯綜合超市股份有限公司

華聯咖世家(北京)餐飲管理有限公司

Beijing

Hualian

Department

Store

Beijing

Hualian

Supermarket

Costa Coffee

Department

Store

Supermarket

Food &

Beverage

Sep/2015

Dec/2018

Sep/2020

Jul/2025

Nov/2026

Sep/2028

Jun/2029

185,182 40.4% 18.4%

上海聯家超市有限公司3

北京家樂福商業有限公司3

Carrefour Supermarket Jan/2024

Mar/2024

Dec/2030

60,077 13.1% 4.4%

綾致時裝(天津)有限公司3

金林德伯格(天津)有限公司3

Only

Jack & Jones

Vero Moda

Selected

J.Lindeberg

Fashion &

Accessories

May/2015

Sep/2015

Oct/2015

Nov/2015

Dec/2015

Jan/2016

Mar/2016

Apr/2016

Apr/2017

Jun/2017

5,410 1.2% 3.7%

迅銷(中國)商貿有限公司

優衣庫商貿有限公司

UNIQLO Fashion &

Accessories

Apr/2016

Nov/2018

Aug/2020

4,520 1.0% 2.0%

北京百安居裝飾建材有限公司

B&Q Houseware &

Furnishings

Apr/2024 17,429 3.8% 1.4%

北京為之味餐飲有限公司3

北京為之味餐飲有限公司第三分公司

3

富迪康(北京)餐飲管理有限公司3

夾揀成廚麻辣燙

姑姑宴川成元麻辣香鍋

金湯玉線港仔驛棧

Food &

Beverage

May/2016

Sep/2016

Nov/2016

Apr/2017

Mar/2018

Sep/2018

Nov/2018

1,894 0.4% 1.3%


Tenant Brand Names

Trade

Category

Lease

Expiry2

NLA

sq m

%

committed

NLA

% Total

Rental

Income1

北京必勝客比薩餅有限公司3

北京肯德基有限公司

3

天津肯德基有限公司

3

上海肯德基有限公司

3

銅陵金壇餐飲有限公司3

KFC

Pizza Hut

Food &

Beverage

Jul/2016

Apr/2017

May/2017

Sep/2017

Sep/2018

Dec/2021

Apr/2022

2,795 0.6% 1.0%

北京拉夏樂微服飾有限公司拉夏貝爾服飾(太倉)

有限公司上海拉夏貝爾服飾股份有限公司上海樂歐服飾有限公司

La Chapelle

Candie’s

Fashion &

Accessories

Sep/2015

Mar/2016

Dec/2017

Feb/2018

3,001 0.7% 1.0%

北京聯郡餐飲管理有限公司北京聯郡餐飲管理有限公司第三分公司

南京大牌檔 Food &

Beverage

Feb/2023

Jun/2024

Oct/2024

3,043 0.7% 0.8%

蓋璞(北京)商業有限公司

GAP Fashion &

Accessories

Sep/2018

Apr/2021

2,153 0.5% 0.8%

1 Includes CapitaMall Minzhongleyuan and CapitaMall Grand Canyon.

2 Some of the tenants have signed more than one tenancy agreement and this has resulted in more than one lease expiry datefor such tenants.

3 Under the same group of companies respectively.

Operations Review


In RMB terms, FY 2014 gross revenue for the portfolio was RMB987.6 million, an increase of 24.2%

over FY 2013. The was mainly due to the new contribution of RMB138.1 million from CapitaMall Grand

Canyon, which was acquired on 30 December 2013. The remaining increase of RMB54.4 million was

contributed by other malls due to higher rental growth and higher tenants’ sales, except for

CapitaMall Wuhu where tenancy adjustment is currently being carried out. Gross revenue in SGD

terms for FY 2014 increased by $43.2 million, 27.0% over FY 2013.

Gross Revenue By Property

FY 20141

S$’000

FY 20132

S$’000

%

Change

FY 20141

RMB’000

FY 20132

RMB’000

%

Change

Multi-Tenanted Malls

CapitaMall Xizhimen 53,978 48,596 11.1 262,259 241,352 8.7

CapitaMall Wangjing 41,100 36,871 11.5 199,691 183,118 9.1

CapitaMall Grand Canyon 28,430 – N.M. 138,129 – N.M.

CapitaMall Minzhongleyuan3 5,150 4,578 12.5 25,020 22,738 10.0

CapitaMall Qibao 19,821 17,813 11.3 96,301 88,468 8.9

CapitaMall Saihan 11,456 9,962 15.0 55,663 49,474 12.5

CapitaMall Wuhu 6,802 7,043 (3.4) 33,049 34,978 (5.5)

166,737 124,863 33.5 810,112 620,128 30.6

Master-Leased Malls

CapitaMall Anzhen 16,794 16,262 3.3 81,596 80,766 1.0

CapitaMall Erqi 10,385 10,084 3.0 50,459 50,082 0.8

CapitaMall Shuangjing 9,346 8,866 5.4 45,407 44,033 3.1

36,525 35,212 3.7 177,462 174,881 1.5

Total 203,262 160,075 27.0 987,574 795,009 24.2

Gross Revenue Contribution By Property

FY 20141

(%)

FY 20132

(%)




CapitaMall Grand Canyon 14.0 –

CapitaMall Minzhongleyuan3 2.5 2.9




Master-Leased Malls




1 The financial year from 1 January 2014 to 31 December 2014.


3 CapitaMall Minzhongleyuan’s gross revenue was impacted by the road closure to facilitate the construction of a new subwayline.

N.M. – Not Meaningful

Financial Review


In RMB terms, NPI for FY 2014 increased by RMB131.4 million, or 25.7% over FY 2013. This wasmainly due to the new contribution of RMB86.6 million from CapitaMall Grand Canyon which wasacquired on 30 December 2013. FY 2014 recorded higher NPI for all malls except CapitaMallMinzhongleyuan and CapitaMall Wuhu. Multi-tenanted malls that registered strong double digitgrowth in NPI included CapitaMall Saihan, CapitaMall Qibao, CapitaMall Xizhimen and CapitaMallWangjing. The master-leased malls – CapitaMall Anzhen, CapitaMall Erqi and CapitaMall Shuangjing– also showed stable year-on-year growth.

NPI By Property

FY 20141

S$’000

FY 20132

S$’000

%

Change

FY 20141

RMB’000

FY 20132

RMB’000

%

Change


CapitaMall Xizhimen 37,988 32,649 16.4 184,571 162,153 13.8

CapitaMall Wangjing 29,557 26,007 13.7 143,607 129,164 11.2

CapitaMall Grand Canyon 17,815 – N.M. 86,555 – N.M.

CapitaMall Minzhongleyuan3 271 675 (59.9) 1,313 3,353 (60.8)

CapitaMall Qibao 8,543 7,270 17.5 41,506 36,102 15.0

CapitaMall Saihan 6,155 5,171 19.0 29,909 25,681 16.5

CapitaMall Wuhu 2,394 2,911 (17.8) 11,630 14,458 (19.6)

102,723 74,683 37.5 499,091 370,911 34.6

Master-Leased Malls

CapitaMall Anzhen 13,777 13,319 3.4 66,936 66,149 1.2

CapitaMall Erqi 8,336 7,963 4.7 40,504 39,549 2.4

CapitaMall Shuangjing 7,529 7,073 6.4 36,579 35,126 4.1

29,642 28,355 4.5 144,019 140,824 2.3

Total 132,365 103,038 28.5 643,110 511,735 25.7

NPI Contribution By Property

FY 20141

(%)

FY 20132

(%)




CapitaMall Grand Canyon 13.5 –

CapitaMall Minzhongleyuan3 0.2 0.7




Master-Leased Malls



CapitaMall Shuangjing 5.7 6.91 The financial year from 1 January 2014 to 31 December 2014.


3 CapitaMall Minzhongleyuan’s NPI was impacted by the road closure to facilitate the construction of a new subway line.


Financial Review


Portfolio Valuations And Property Yield

Valuation

2014

Valuation

2013

Valuation

2014

Property

Yield

20141

Valuation

2014

Valuation

2013

(in per sq

m of GRA)

RMB

million

RMB

million RMB %

S$

million

S$

million

CapitaMall Xizhimen 2,777 2,600 33,428 6.6 588.4 532.2

CapitaMall Wangjing 2,050 1,900 30,143 7.0 434.4 388.9

CapitaMall Grand Canyon 1,948 1,882 27,842 4.4 412.8 385.2

CapitaMall Anzhen 973 949 22,397 6.9 206.2 194.3

CapitaMall Erqi 606 590 6,562 6.7 128.4 120.8

CapitaMall Minzhongleyuan 564 504 15,051 N.M 119.5 103.2

CapitaMall Shuangjing 558 543 11,281 6.6 118.2 111.2

CapitaMall Qibao 485 472 6,669 8.6 102.8 96.6

CapitaMall Saihan 400 362 9,538 7.5 84.8 74.1

CapitaMall Wuhu 260 251 5,698 4.5 55.1 51.4

Total 10,621 10,053 – 6.42 2,250.6 2,057.9

1 Property yield is calculated based on NPI for FY 2014 and the valuation as at 31 December 2014.

2 Excludes CapitaMall Minzhongleyuan’s 2014 yield as the mall was impacted by the road closure to facilitate the construction

of a new subway line.


S$’000

Investment Properties as at 31 December 2014 2,250,7831

Surplus on revaluation for FY 2014 104,829

1 The carrying amount of the investment properties includes the valuation of the 10 retail malls and the carrying amount of

CapitaMall Minzhongleyuan’s three residential units.


As at 31 December 2014, CRCT maintains the following debt facilities:

RMB denominated facility

• the RMB495.0 million five-year secured term loan facility

S$ denominated facilities

• the S$151.0 million money market line facilities

• the S$88.0 million three-year trust term loan facility


• the S$50.0 million four-year trust term loan facility



• the S$50.0 million five-year trust term loan facility



US$ denominated facility

• the US$50.0 million money market line facility

Multicurrency Medium Term Notes

• the S$500.0 million multicurrency Medium Term Notes (MTN) Programme

CRCT has sufficient untapped facilities, which include S$500.0 million from the MTN Programme, and

money market line facilities of S$121.5 million and US$50.0 million. Current aggregate leverage for

CRCT is at 28.7% (below the Monetary Authority of Singapore’s requirement of 35%) with a total

outstanding debt of S$672.9 million.

CRCT’s effective capital management includes hedging its currency and interest rate risk exposures.

Other than the natural hedge where loans are borrowed in RMB, CRCT also hedges its non-RMB

denominated loans. This provides a currency match against CRCT’s assets which are predominantly

denominated in RMB. However, CRCT does not hedge the equity largely denominated in RMB as

CRCT is of the view that such equity investments are long-term. CRCT will hedge the RMB cash flow

from operations if it is determined with certainty the exact timing in which they will be remitted back

to Singapore for distribution purposes. As at 31 December 2014, CRCT has hedged its non-RMB

loans through non-deliverable forwards (NDF) with a notional amount of S$258.0 million which

represented 53.9% (including RMB denominated loans) of total outstanding debts.

The fair value derivatives for FY 2014, which was included as financial derivatives in total assets and

total liabilities, were S$1.5 million and S$8.6 million respectively. This net amount represented a

negative 0.5% of the net assets of CRCT as at 31 December 2014.

CRCT successfully refinanced the term loans that matured in November 2014, and kept the overall

average cost of debt at 3.32%.

Capital Management


Debt maturity each year as a percentage of total outstanding debt as at 31 December 2014 is as

follows:

Debt Maturity Profile (S$ million)


72.6%

27.4%

88.0 100.0 125.5

29.5 5.3

5.3 5.3

50.0 75.0

89.0

100.0

0.0

100.0

200.0

300.0

400.0

500.0

600.0

700.0

Total Debt 2015 2016 2017 2018

672.9 122.8 105.3 130.8 139.0

100.0% 18.3% 15.6% 19.4% 20.7%

2019 2020

75.0 100.0

11.1% 14.9%

S$’million

Total Debt1 (S$ million)

% of Outstanding Debt

Trust-Unsecured Money Market Line3

CapitaMall Grand Canyon - Secured Onshore Term Loan4

Trust - Unsecured Offshore Term Loan2 Fixed RateVariable Rate

1 Total debt excludes interest and upfront fees.

2 Comprises multiple term loans drawn in Singapore at the Trust level, these include fixed and/or floating term loan facilities.

3 Comprises multiple floating rate money market facilities.

4 Secured onshore term loan comprises a RMB term loan of S$104.9 million (RMB495.0 million). The loan is secured by a legal

mortgage over CapitaMall Grand Canyon and bears interest referenced against three to five years People’s Bank of China

(“PBOC”) base lending rate. This secured RMB term loan is payable on a semi-annual basis starting six months from the first

drawdown date. Outstanding loan will be repaid on final maturity.

As at 31 December 2014, 18.3% or S$122.8 million of CRCT’s debt will mature in 2015. To date, the

Manager has refinanced S$88.0 million which matured in February 2015.

Cash Flows and Liquidity

CRCT takes a proactive role in monitoring its cash and liquid reserves to ensure adequate funding

is available for distributions to Unitholders as well as to meet any short-term liabilities.

Operating Activities

Operating net cash flow for FY 2014 was S$111.4 million, an increase of S$42.8 million over the

operating cash flow of S$68.6 million in the preceding financial year. This was mainly due to the

contribution of operating income from CapitaMall Grand Canyon which was acquired on 30

December 2013.

Investing Activities

CRCT adheres to stringent criteria when evaluating potential acquisitions. This involves a thorough

review of risks and returns, and to overall add value to the existing portfolio and future growth

expectations. CRCT will constantly look for new acquisition opportunities.


Financing Activities

CRCT continues to adopt a prudent and proactive approach to monitor the cash position and level

of borrowings to ensure a healthy cash position to finance its operations. During the year, CRCT has

fully repaid two of its onshore loans amounting to S$131.5 million resulting in net cash used in

financing activities. CRCT can also tap on the capital and debt markets to facilitate any new

acquisitions.

Cash and Cash Equivalents

As at 31 December 2014, the value of the cash and cash equivalents at CRCT stood at S$86.6 million

compared with S$105.5 million as at 31 December 2013. S$26.7 million of cash retained from our

distributions on 27 March 2014 and 25 September 2014 through Distribution Reinvestment Plan were

used for general corporate and working capital purposes. This is in accordance with the stated use

and allocation of the proceeds from the announcements.

Key Financial Indicators

As at

31 December 2014

Unencumbered Assets to Assets as % of Total Assets (%) 95.6

Aggregate Leverage (%)1 28.7

Net Debt/EBITDA (times)2 5.5

Interest Coverage (times)3 5.6

Average Term to Maturity (Years) 2.8

Average Cost of Debt (%)4 3.32

1 Aggregate leverage is calculated based on total borrowings and deferred payments over total assets. Total assets include the

hedging effects on the net assets denominated in RMB.

2 Net Debt comprises gross debt less transaction costs and EBITDA refers to earnings before interest, tax, depreciation and

amortisation excluding change in fair value of financial derivatives, investment properties and unrealised foreign exchange

gain or loss.

3 Ratio of net income before change in fair value of financial derivative, investment properties and unrealised foreign exchange

gain or loss at CRCT Group over interest expense from FY 2014.

4 Ratio of interest expense over weighted average borrowings.

Capital Management


We are committed to provide the investment and media communities with timely, effective,

unbiased and transparent information. We maintain a high standard of access through our wide

variety of communication channels such as meetings, conference calls, roadshows, conferences and

mall visits. Our Unitholders’ Communication and Investor Relations Policy states the guiding

principles of our approach, and it is available on our corporate website at

http://www.capitaretailchina.com/ir_policy.html.

During the year, senior management participated, in roadshows in Hong Kong and Singapore. We

held our full-year and half-year financial analysts’ and media results briefings in January and July

respectively. CRCT’s results, strategies and outlook were communicated during the briefings. The

recordings of the results briefings were posted on our website to keep our stakeholders abreast of

the latest developments of the Trust. On 16 April 2014, we held our annual general meeting, which

gave us an opportunity to have close interaction with our Unitholders. Our communication efforts

have been recognised by the investing community. In July 2014, CRCT was conferred the Bronze

award for Best Annual Report under the REITs and Business Trusts category at the Singapore

Corporate Awards.

Individual and group mall visits are arranged for investors and analysts travelling to the cities in

which our malls are located. These visits offer them a first-hand experience of our malls’ operations

and a greater appreciation of the long-term growth potential of CRCT.

All our latest announcements and news are promptly released to SGX-ST and published on CRCT’s

website (www.capitaretailchina.com). Unitholders and potential stakeholders have 24-hour access to

CRCT’s website for information such as quarterly results, press releases, annual reports and CRCT’s

unit price. An email alert service is also provided so that registered participants can receive email

alerts on CRCT’s latest announcements and press releases. In addition, the public can pose

questions via a dedicated “Ask Us” email address ([email protected]).

INVESTOR RELATIONS & MEDIA CALENDAR 2014

Date Event Organiser

29 Jan FY 2013 results briefing to media and analysts, Singapore CRCT

29 Jan FY 2013 post results briefing, Singapore BAML

18 – 19 Feb Non-deal roadshow, Hong Kong J.P. Morgan

5 – 6 Mar ASEAN Stars Conference 2014 BAML

16 Apr Annual General Meeting CRCT

24 Apr 1Q 2014 post results briefing, Singapore UBS

26 – 27 Jun Asia Pacific Property Conference Citibank

24 Jul 2Q 2014 results briefing to media and analysts, Singapore CRCT

24 Jul 2Q 2014 post results briefing, Singapore DBS

11 Aug CapitaLand Debt Investor Day CapitaLand

24 Oct 3Q 2014 post results briefing, Singapore J.P. Morgan

12 – 13 Nov Thirteenth Annual Asia Pacific Summit Morgan

Stanley

Investor & Media Relations


FINANCIAL CALENDAR 2015 – 2016 (TENTATIVE)

April 2015

2015 First Quarter Results Announcement

Annual General Meeting

July 2015

2015 Second Quarter Results Announcement

September 2015

2015 First Half Distribution to Unitholders

October 2015

2015 Third Quarter Results Announcement

January 2016

2015 Full Year Results Announcement

March 2016

2015 Second Half Distribution to Unitholders

ANALYST COVERAGE (AS AT 26 FEBRUARY 2015)

China International Capital Corporation

Daiwa Capital Markets

DBS Bank

J.P. Morgan Securities

Macquarie Capital Securities

OCBC Investment Research

UBS Securities

UNITHOLDER & MEDIA ENQUIRIES

If you have any enquiries or would like to find out more about CRCT, please contact:

The Manager

Ms Leng Tong Yan

Investor Relations

Mr Lim Seng Jin

Corporate Communications

Tel: (65) 6713 2888

Fax: (65) 6713 2999

Email: [email protected]

Website: www.capitaretailchina.com

The Unitholder Registrar

Boardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place

#32-01 Singapore Land Tower

Singapore 048623

Tel: +65 6536 5355

Fax: +65 6536 1360

Website: www.boardroomlimited.com

For depository-related matters such as change of details pertaining to Unitholders’ investment

records, please contact:

The Central Depository (Pte) Limited

9 North Buona Vista Drive

#01-19/20 The Metropolis

Singapore 138588

Tel: +65 6535 7511

Fax: +65 6535 0775

Email: [email protected]

Website: www.sgx.com/cdp

Investor & Media Relations


CRCT Trading Data in FY 2014

Highest Unit Price (S$) 1.705

Lowest Unit Price (S$) 1.285

Average Closing Unit Price (S$) 1.500

Opening Unit Price on 2 January 2014 (S$) 1.330

Closing Unit Price on 31 December 2014 (S$) 1.615

Turnover (million units) 223.6

CRCT Monthly Trading Performance in FY 2014

1.321.38 1.40

1.48 1.52 1.48

1.711.62 1.57

1.63 1.60 1.62

19.5

17.6

11.3

23.6

17.8

14.5

21.6 21.5

23.6

15.4

22.6

14.8

Jan-14 Dec-14Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14

Trading Volume (million units) Closing Unit Price as at end of the month (S$)

Unit Price Performance


Comparative Yields (%)


6.1

2.3

3.73.3

4.0

5.6

2.5

0.3

CRCT

Yield1

Singapore

10-year

Govt Bond

Yield2

China

10-year Govt

Bond Yield2

FSSTI

Yield3

FSTRE

Yield4

FSTREI

Yield5

CPF

Ordinary

Account6

12-month

Fixed

(S$) Deposit7

Source: Bloomberg, CRCTML, Central Provident Fund (CPF) Board, Monetary Authority of Singapore.

1 Based on distribution per unit of 9.82¢ for FY 2014 and the unit closing price of S$1.615 on 31 December 2014.

2 Singapore Government 10-year and China Government 10-year bond yields as at 31 December 2014.

3 Average 12-month gross dividend yield of Straits Times Index stocks as at 31 December 2014.

4 Average 12-month gross dividend yield of Straits Times Real Estate Index as at 31 December 2014.

5 Average 12-month gross dividend yield of Straits Times REIT Index as at 31 December 2014.

6 Prevailing CPF-Ordinary Account savings rate.

7 Average 12-month S$ fixed deposit savings rate as at December 2014.

Change in Unit Price/Index Value (%)

-10%

0%

10%

20%

30%

40%

50%

60%

Dec

2013

Jan

2014

Feb

2014

Mar

2014

Apr

2014

May

2014

Jun

2014

Jul

2014

Aug

2014

Sep

2014

Oct

2014

Nov

2014

Dec

2014

CRCT

Straits Times Index (FSSTI)

FTSE Straits Times Real Estate Index (FSTRE)FTSE Straits Times REIT Index (FSTREI)

Shanghai Exchange Composite Index (SHCOMP)

Unit Price Performance


As a committed corporate citizen, we continue to promote charity causes in benefit of the

communities served by our shopping malls, and adopt green practices that contribute to sustainable

development.

SUPPORTING THE COMMUNITY

“My Schoolbag”, a key annual CapitaLand corporate social responsibility programme, took place in

China for the fifth consecutive year in September 2014, in conjunction with the start of the new

academic year. For the second year running, CapitaLand partnered with the China Foundation for

Poverty Alleviation (CFPA) to distribute new schoolbags to about 16,000 first grade pupils from over

250 schools, including 22 CapitaLand Hope Schools.

The programme also canvassed for public donations for the first time through the collaboration with

CFPA. Including pledges from CapitaLand Hope Foundation (CHF), the philanthropic arm of

CapitaLand, the amount raised to purchase these schoolbags and stationery totalled RMB1.59

million (S$330,500). The children were also in for a treat with additional bag contents last year – each

bag contained over 100 items, including arts and crafts materials and a water bottle, on top of basic

stationery.

The event involved about 500 volunteers comprising staff, retailers and shoppers. Staff volunteers

from CapitaMall Xizhimen, CapitaMall Wangjing and CapitaMall Saihan took part in the programme.

Besides My Schoolbag, our malls held community activities in support of various causes throughout

the year. CapitaMall Wangjing initiated a winter clothes donation drive for the poor rural regions of

West China, a move that drew a warm response from the mall’s surrounding communities. CapitaMall

Xizhimen and CapitaMall Grand Canyon organised adoption events for stray cats and dogs, while the

latter also held a charity concert to rally shoppers to donate daily necessities to orphans. CapitaMall

Wuhu invited 25 underprivileged families to spend Mid-Autumn Festival in the mall.

BEING GREEN

We remain strongly committed to protecting our environment for future generations, and continue to

minimise the environmental footprint of our malls’ operations.

A recurring highlight was our participation in the World Wide Fund for Nature’s (WWF) Earth Hour

2014, the global movement to raise awareness of climate change. Our malls showed strong support

by turning off façade and non-essential lights throughout the night, beginning at 8.30pm on Saturday,

29 March 2014. Six of our malls – CapitaMall Xizhimen, CapitaMall Wangjing, CapitaMall Grand

Canyon, CapitaMall Qibao, CapitaMall Saihan and CapitaMall Wuhu – took part in the event.

Beyond Earth Hour, our malls also engaged different stakeholders in activities throughout the year to

raise awareness of climate change and the role each of us can play in conserving the environment.

CapitaMall Saihan joined hands with the local authorities to increase awareness of environmental

protection by involving shoppers in maintaining the cleanliness of the streets and bus stops, while

CapitaMall Qibao held a cycling event to promote green transportation. CapitaMall Qibao also

houses a rooftop farm that provides children and families with a hands-on approach to learning green

values, thus reinforcing the importance of environmentally friendly practices to the future generation.

Corporate Social Responsibility


We recognise that our people are our greatest asset and are integral to the success of the

organisation. We adopt an integrated human capital strategy to continually develop and grow our

people to reach their fullest potential.

TALENT MANAGEMENT

We actively seek outstanding talents to support our business growth in China. To strengthen the

management bench and talent pipeline for leadership succession planning, we recruit talents at different

points in their careers, from fresh graduates to young, mid-career professionals and industry veterans.

Through our network with various distinguished China and overseas universities, we attract young talents

to join our Management Associate Programme and Graduate Development Programme.

Our scale allows us to provide a platform for cross-fertilisation of skills and capabilities, where our

employees have the opportunity to rotate to different malls, functions, cities or countries within

CapitaLand’s portfolio as part of their career development and growth.

COMPETITIVE REMUNERATION PACKAGE

We provide a comprehensive and competitive remuneration package which includes short-term cash

bonuses and long-term equity-based reward plans such as Restricted Share Plan and Performance

Share Plan. Such reward plans aim to tie incentive with performance, as well as to retain talent. We

conduct regular benchmarking exercises against different markets and are innovative in our

compensation strategies to ensure that we remain competitive and continue to attract and retain

talent.

DEVELOPING OUR PEOPLE

We strongly believe that continual learning is a fundamental building block of growth, and ample

training opportunities are provided to expand our people’s capabilities and realise their potential. We

collaborate with CapitaLand to offer our employees a suite of training and development programmes

that will help them gain the relevant knowledge and skills required to achieve business excellence.

Apart from classroom training, our employees are encouraged to proactively learn at their own time

and pace through our online learning platform iCampus, which contains a library of more than 400

courses in English and Chinese.

For new employees, we have in place structured programmes such as the new hire orientation

modules on iCampus, where staff can learn company information and policies and processes. This

helps to seamlessly integrate and ease new employees into our culture and system. During their first

three months of service, they are invited to attend a four-day immersion programme where they can

gain deeper insights into our management philosophy, core values, business strategy and

operations. The immersion programme also provides an opportunity for new employees to network

and interact with colleagues from other malls and functions.

To sharpen the leadership, management and business skills of the senior management team, we

partner with CapitaLand Institute of Management and Business (CLIMB) to organise and run

leadership and management programmes.

ENGAGING OUR PEOPLE

We believe it is important to engage our employees through regular communication. Staff

communication sessions with senior management are held on a regular basis to keep our employees

abreast of CRCT’s financial results and strategic business thrusts. In addition, regular recreational,

team-building and networking events are organised to foster engagement and cohesiveness.

CARING FOR OUR PEOPLE

We value and care for our people. We believe our success is shaped by our people and we will

continue to develop our human capital to achieve optimal performance.

People & Talent Management


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Name

CapitaMallXizhimen凱德MALL•西直門

CapitaMallWangjing凱德MALL•望京

CapitaMallGrand Canyon凱德MALL•大峽谷

CapitaMallMinzhongleyuan凱德新民眾樂園

CapitaMall Qibao凱德七寶購物廣場

CapitaMall Saihan凱德MALL•賽罕

CapitaMall Wuhu凱德廣場•蕪湖

CapitaMall Anzhen凱德MALL•安貞

CapitaMall Erqi凱德廣場•二七

CapitaMallShuangjing凱德MALL•雙井

Address No. 1 XizhimenwaiAvenue,Xicheng District,Beijing

No. 33 GuangshunNorth Street,Chaoyang District,Beijing

No. 16 South ThirdRing West Road,Fengtai District,Beijing

No. 704Zhongshan Avenue,Jianghan District,Hankou Wuhan,Hubei Province

No. 3655,Qixin Road,Minhang District,Shanghai

No. 26Ordos Street,Saihan District,Huhhot,Inner MongoliaAutonomousRegion

No. 37 ZhongshanNorth Road,Jinghu District,Wuhu,Anhui Province

Building 4, Zone 5,Anzhenxili,Chaoyang District,Beijing

No. 3 Minzhu Road,Erqi District,Zhengzhou,Henan Province

No. 31Guangqu Road,Chaoyang District,Beijing

GFA (sq m)(As at 31 December 2014)

83,075 83,768 92,918 41,717 83,986 41,938 59,624 43,443 92,356 49,463

GRA (sq m)(As at 31 December 2014)

83,075 68,010 69,967 37,472 72,729 41,938 45,634 43,443 92,356 49,463

NLA (sq m)(As at 31 December 2014)

50,592 54,109 44,915 23,003 50,979 30,714 37,354 43,443 92,356 51,2446

Number of Leases(As at 31 December 2014)

237 226 204 213 166 186 101 2 2 10

Land UseRight Expiry

23 August 204423 August 2054

15 May 204315 May 2053


30 June 204415 Sep 2045

10 March 20434 11 March 204120 March 2041

29 May 2044 7 October 20345 March 20423 June 2042

31 May 2042 10 July 2042

Market Valuation1 (RMB million)(As at 31 December 2014)

2,777.0 2,050.0 1,948.0 564.0 485.0 400.0 260.0 973.0 606.0 558.0

Purchase Price (RMB million) 1,863.5 1,102.0 1,760.0 395.0 264.0 315.0 130.0 772.0 454.0 414.0

Acquisition Date2 Phase 1:5 February 2008Phase 2:29 September 2008

1 December 2006 30 December 2013 30 June 2011 8 November 2006 1 December 2006 8 November 2006 8 November 2006 1 December 2006 1 December 2006

Committed Occupancy Rate(As at 31 December 2014)

97.0% 99.3% 99.7% 73.9% 96.1% 100.0% 73.9% 100.0% 100.0% 100.0%

Shopper Traffic for 20143 (Million) 36.9 10.4 9.5 4.15 13.2 8.9 6.8 – – –

Major Tenants Beijing HualianSupermarket/CostaCoffeeVero Moda/Only/Selected/Jack & JonesUNIQLO為之味(夾揀成廚麻辣燙/金湯玉線/川成元麻辣香鍋/姑姑宴/港仔驛棧)KFCLa ChapelleGAP南京大牌檔綠茶

Beijing HualianGroup (DepartmentStore &Supermarket)UNIQLOVero Moda/Only/Selected/Jack & Jones/J.Lindeberg為之味(夾揀成廚麻辣燙/金湯玉線/川成元麻辣香鍋/姑姑宴)I.TZARA南京大牌檔

CarrefourPoly CinemaH&MGAP富貴時代美食廣場La Chapelle/Candie’sVero Moda/Only/Selected/Jack & Jones南京大牌檔

UA CinemasinnisfreeStarbucksadidasOriginalsSwatch

七寶大光明影城(Cinema)CarrefourUNIQLOBao Da XiangShopping For KidsH3 Club (Gym)Haoledi (KTV)

Beijing HualianSupermarketJinyi CinemaNikeVero Moda/Only/Selected/Jack & JonesKFC/Pizza HutBreadTalkLa Chapelle:Chocoolate

Walmart阿香婆麻辣涮火鍋McDonald’sKFC

Beijing HualianDepartment StoreBeijing HualianSupermarket


CarrefourB&QAppleSASASubway

Gross Revenue for 2014(RMB million)

262.3 199.7 138.1 25.0 96.3 55.7 33.0 81.6 50.5 45.4

NPI for 2014 (RMB million) 184.6 143.6 86.6 1.3 41.5 29.9 11.6 66.9 40.5 36.6

1. Independent valuation of CapitaMall Grand Canyon was conducted by CBRE Pte. Ltd.Independent valuations of CapitaMall Anzhen, CapitaMall Shuangjing and CapitaMall Saihan were conducted by DTZDebenham Tie Leung International Property Advisers (Shanghai) CO., Ltd.Independent valuations of CapitaMall Qibao, CapitaMall Wuhu, CapitaMall Wangjing and CapitaMall Erqi were conducted byKnight Frank Petty Limited.Independent valuations of CapitaMall Xizhimen and CapitaMall Minzhongleyuan were conducted by Colliers International(Hong Kong) Limited.

2. Refers to the completion of the acquisition of the special purpose vehicles which own the properties.

3. CapitaMall Shuangjing, CapitaMall Anzhen, and CapitaMall Erqi do not have traffic counters.

4. CapitaMall Qibao is indirectly held by CRCT under a master lease with Shanghai Jin Qiu (Group) Co., Ltd, the legal owner.The master-lease expires in January 2024, with the right to renew for a further term of 19 years and two months. Accordingly,the land-use right is owned by the legal owner.

5. Shopper traffic for CapitaMall Minzhongleyuan is from 1 May 2014 to 31 December 2014 as the mall reopened on 1 May 2014after completion of asset enhancement initiative.

6. Includes the area zoned for civil defense but certified for commercial use.

Portfolio Summary

Delivering Performance | 6766 | CapitaRetail China Trust Annual Report 2014

Name

CapitaMallXizhimen凱德MALL•西直門

CapitaMallWangjing凱德MALL•望京

CapitaMallGrand Canyon凱德MALL•大峽谷

CapitaMallMinzhongleyuan凱德新民眾樂園

CapitaMall Qibao凱德七寶購物廣場

CapitaMall Saihan凱德MALL•賽罕

CapitaMall Wuhu凱德廣場•蕪湖

CapitaMall Anzhen凱德MALL•安貞

CapitaMall Erqi凱德廣場•二七

CapitaMallShuangjing凱德MALL•雙井

Address No. 1 XizhimenwaiAvenue,Xicheng District,Beijing

No. 33 GuangshunNorth Street,Chaoyang District,Beijing

No. 16 South ThirdRing West Road,Fengtai District,Beijing

No. 704Zhongshan Avenue,Jianghan District,Hankou Wuhan,Hubei Province

No. 3655,Qixin Road,Minhang District,Shanghai

No. 26Ordos Street,Saihan District,Huhhot,Inner MongoliaAutonomousRegion

No. 37 ZhongshanNorth Road,Jinghu District,Wuhu,Anhui Province

Building 4, Zone 5,Anzhenxili,Chaoyang District,Beijing

No. 3 Minzhu Road,Erqi District,Zhengzhou,Henan Province

No. 31Guangqu Road,Chaoyang District,Beijing

GFA (sq m)(As at 31 December 2014)

83,075 83,768 92,918 41,717 83,986 41,938 59,624 43,443 92,356 49,463

GRA (sq m)(As at 31 December 2014)

83,075 68,010 69,967 37,472 72,729 41,938 45,634 43,443 92,356 49,463

NLA (sq m)(As at 31 December 2014)

50,592 54,109 44,915 23,003 50,979 30,714 37,354 43,443 92,356 51,2446

Number of Leases(As at 31 December 2014)

237 226 204 213 166 186 101 2 2 10

Land UseRight Expiry


15 May 204315 May 2053


30 June 204415 Sep 2045

10 March 20434 11 March 204120 March 2041

29 May 2044 7 October 20345 March 20423 June 2042

31 May 2042 10 July 2042

Market Valuation1 (RMB million)(As at 31 December 2014)

2,777.0 2,050.0 1,948.0 564.0 485.0 400.0 260.0 973.0 606.0 558.0

Purchase Price (RMB million) 1,863.5 1,102.0 1,760.0 395.0 264.0 315.0 130.0 772.0 454.0 414.0

Acquisition Date2 Phase 1:5 February 2008Phase 2:29 September 2008

1 December 2006 30 December 2013 30 June 2011 8 November 2006 1 December 2006 8 November 2006 8 November 2006 1 December 2006 1 December 2006

Committed Occupancy Rate(As at 31 December 2014)

97.0% 99.3% 99.7% 73.9% 96.1% 100.0% 73.9% 100.0% 100.0% 100.0%

Shopper Traffic for 20143 (Million) 36.9 10.4 9.5 4.15 13.2 8.9 6.8 – – –

Major Tenants Beijing HualianSupermarket/CostaCoffeeVero Moda/Only/Selected/Jack & JonesUNIQLO為之味(夾揀成廚麻辣燙/金湯玉線/川成元麻辣香鍋/姑姑宴/港仔驛棧)KFCLa ChapelleGAP南京大牌檔綠茶

Beijing HualianGroup (DepartmentStore &Supermarket)UNIQLOVero Moda/Only/Selected/Jack & Jones/J.Lindeberg為之味(夾揀成廚麻辣燙/金湯玉線/川成元麻辣香鍋/姑姑宴)I.TZARA南京大牌檔

CarrefourPoly CinemaH&MGAP富貴時代美食廣場La Chapelle/Candie’sVero Moda/Only/Selected/Jack & Jones南京大牌檔

UA CinemasinnisfreeStarbucksadidasOriginalsSwatch

七寶大光明影城(Cinema)CarrefourUNIQLOBao Da XiangShopping For KidsH3 Club (Gym)Haoledi (KTV)

Beijing HualianSupermarketJinyi CinemaNikeVero Moda/Only/Selected/Jack & JonesKFC/Pizza HutBreadTalkLa Chapelle:Chocoolate

Walmart阿香婆麻辣涮火鍋McDonald’sKFC



CarrefourB&QAppleSASASubway

Gross Revenue for 2014(RMB million)

262.3 199.7 138.1 25.0 96.3 55.7 33.0 81.6 50.5 45.4

NPI for 2014 (RMB million) 184.6 143.6 86.6 1.3 41.5 29.9 11.6 66.9 40.5 36.6

1. Independent valuation of CapitaMall Grand Canyon was conducted by CBRE Pte. Ltd.Independent valuations of CapitaMall Anzhen, CapitaMall Shuangjing and CapitaMall Saihan were conducted by DTZDebenham Tie Leung International Property Advisers (Shanghai) CO., Ltd.Independent valuations of CapitaMall Qibao, CapitaMall Wuhu, CapitaMall Wangjing and CapitaMall Erqi were conducted byKnight Frank Petty Limited.Independent valuations of CapitaMall Xizhimen and CapitaMall Minzhongleyuan were conducted by Colliers International(Hong Kong) Limited.

2. Refers to the completion of the acquisition of the special purpose vehicles which own the properties.

3. CapitaMall Shuangjing, CapitaMall Anzhen, and CapitaMall Erqi do not have traffic counters.

4. CapitaMall Qibao is indirectly held by CRCT under a master lease with Shanghai Jin Qiu (Group) Co., Ltd, the legal owner.The master-lease expires in January 2024, with the right to renew for a further term of 19 years and two months. Accordingly,the land-use right is owned by the legal owner.

5. Shopper traffic for CapitaMall Minzhongleyuan is from 1 May 2014 to 31 December 2014 as the mall reopened on 1 May 2014after completion of asset enhancement initiative.

6. Includes the area zoned for civil defense but certified for commercial use.

Portfolio Summary

Delivering Performance | 6766 | CapitaRetail China Trust Annual Report 2014

CAPITAMALL XIZHIMEN

• Strategically located at Xizhimen transport hub, well-served by Beijing’s subway Line 2, Line 4and Line 13, as well as the national rail and bus interchange.

• Retail podium of an integrated development.• Well-supported by large shopper catchment from daily commuters passing through the busy

transportation hub and middle-income residents from the vicinity.• Attracts working professionals and students from the nearby Beijing’s Financial Street,

universities and technological zones of Zhongguancun District.



19.3

15.313.7

10.4

37.0

28.9

24.5

19.1

12.714.8

2015 2016 2017 2018 Beyond 2018

% of Total Net Lettable Area % of Total Rental Income

Trade Sector Analysis (%)


Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)

Food & Beverage 29.4 29.2

Fashion & Accessories 28.5 39.3

Supermarket 21.0 3.7

Beauty & Healthcare 8.0 12.0

Education 5.6 3.6

Shoes & Bags 2.5 5.3

Sundry & Services 1.5 2.4

Houseware & Furnishings 1.5 1.7

Sporting Goods & Apparel 0.5 0.6

Information & Technology 0.3 0.7

Office 0.3 0.0

Gifts & Souvenirs 0.3 0.6

Jewellery/Watches/Pens 0.3 0.6

Toys & Hobbies 0.2 0.3

Warehouse 0.1 0.0

Portfolio Details


CAPITAMALL WANGJING

• Leading comprehensive shopping mall in the densely populated residential suburb of Wangjing.• Convenient access by key highways, well-served by numerous bus routes and in close proximity

to the Wangjingxi subway station.• A popular one-stop shopping, dining and entertainment destination in Wangjing.• International tenants include ZARA, UNIQLO and Calvin Klein.



11.514.1

3.95.7

63.8

23.7

31.5

10.87.7

26.3

2015 2016 2017 2018 Beyond 2018




Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)

Department Store 35.4 11.4





Education 2.0 3.6

Warehouse 1.1 0.0




Leisure & Entertainment 0.8 0.9







CAPITAMALL GRAND CANYON

• Strategically located in the up-and-coming Fengtai District of South Beijing with strongeconomic fundamentals.

• One of the pioneer shopping malls in South Beijing.• Facing the busy South Third Ring West road, the shopping mall is easily accessible from the

Majiapu subway station, Beijing South Railway Station and numerous bus stops.• Well-established among the local community with its comprehensive offerings. Popular tenants

include Carrefour, H&M, Sephora, Nanjing Impressions and Poly Cinema.




13.5 12.1

6.910.5

56.5

30.0

16.3

12.012.6

29.1

2015 2016 2017 2018 Beyond 2018



Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)





Education 4.9 4.7





Houseware & furnishings 0.7 1.5

Warehouse 0.7 0.0


Music & Videos 0.4 0.8



Electricals & Electronics 0.2 0.2


Books & Stationery 0.0 0.1

Portfolio Details


CAPITAMALL MINZHONGLEYUAN

• Strategically located along Zhongshan Avenue, an established shopping and entertainment beltthat enjoys strong retail activities and pedestrian flow.

• Easily accessible via public bus routes and subway Line 1 and Line 2.• Strong and diverse tenant base that comprises quality and well-known tenants such as innisfree,

Starbucks, adidas Originals and Studio City (Wuhan) – the operator of IMAX Screen, as well aslocal fashion tenants offering young and trendy brands not commonly available in departmentstores.

• A natural focal point among youths and young adults.• Zhongshan Avenue along where CapitaMall Minzhongleyuan is located has been closed since

20 August 2014. The road closure is to facilitate the construction of the new subway Line 6 whichwill last for two years.



34.3

8.3

26.7

0.73.9

60.2

15.8 17.0

3.7 3.3

2015 2016 2017 2018 Beyond 2018




Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)












Music & Videos 0.4 0.2

Warehouse 0.2 0.1


Art Gallery 0.1 0.2


CAPITAMALL QIBAO

• One of the largest shopping malls in Shanghai Minhang District, near Hongqiao transport hub.• Located in a growing mid-to high-end residential locality to the west of Shanghai’s Central

Business District.• One-stop family shopping destination providing shopping, dining and entertainment for

residents.• Brought in the first modern cinema to Qibao vicinity.• Houses popular fashion retailer UNIQLO’s first duplex store in Minhang District.




14.6 15.813.5

11.2

41.0

18.7

25.3

16.6

20.518.9

2015 2016 2017 2018 Beyond 2018



Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)






Education 4.8 3.4




Warehouse 0.3 0.0





Art Gallery 0.0 0.1

Portfolio Details


CAPITAMALL SAIHAN

• One of the most popular one-stop shopping destinations in Huhhot.• Near the heart of Huhhot’s main retail cluster.• Well-served by public transportation.• The range of retail offerings has widened with the opening of Jinyi Cinema, and new food and

beverage outlets after the completion of asset enhancement initiative.




26.1

9.45.4 5.6

50.746.2

16.8

8.2 8.2

20.6

2015 2016 2017 2018 Beyond 2018



Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)








Warehouse 2.1 0.0






Books & Stationery 0.1 0.2



CAPITAMALL WUHU

• Located approximately 1 km north of Wuhu’s Central Business District.• Near the popular Fenghuang Food Street and close to several commercial projects.• One of the first one-stop shopping, dining and entertainment destinations in the locality.• Positioned as a destination for young working adults and middle-income families which fits well

with the targeted population catchment’s demographic profile.




8.6

4.1 3.31.4

53.2

38.2

14.011.7

3.5

32.6

2015 2016 2017 2018 Beyond 2018



Trade Categories

By Committed

NLA

(%)

By Total Rental

Income

(%)












Portfolio Details


CAPITAMALL SHUANGJING

• Located in the Chaoyang District, in close proximity to Beijing’s Central Business District.• Well-served by bus routes and close to Dawanglu and Guomao subway stations.• Strong supermarket anchor, drawing significant shopper traffic from the nearby Central

Business District and neighbouring residential areas.




0.0 1.4 0.0

95.4

0.09.2

2.3 0.0

88.5

2015 2016 2017 2018 Beyond 2018

3.2



Trade Categories

By Committed

NLA (%)

By Total Rental

Income (%)








CAPITAMALL ANZHEN

• Located in a densely populated area to the south of Beijing’s Olympic Village.• Adjacent to the North Third Ring Road and a major bus terminal.• One of the most popular and well-established shopping destinations in the area.• Master-leased to BHG.

CAPITAMALL ERQI

• Located in Zhengzhou’s Central Business District, at the heart of Erqi District, Zhengzhou’spremier shopping district.

• Attracts repeat shoppers who are mainly residents and office workers in the vicinity, as well asvisitors to the province.

• Master-leased to BHG.


Financial

Statements

Report of the Trustee 77

Statement by the Manager 78

Independent Auditors’ Report 79

Statements of Financial Position 80

Statements of Total Return 81

Distribution Statements 82

Statements of Movements in Unitholders’ Funds 84

Portfolio Statement 85

Consolidated Statement of Cash Flows 87

Notes to the Financial Statements 89


HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”) is under a duty to take into

custody and hold the assets of CapitaRetail China Trust (the “Trust”) in trust for the Unitholders. In

accordance with the Securities and Futures Act (Cap. 289), its subsidiary legislation and the Code

on Collective Investment Schemes, the Trustee shall monitor the activities of CapitaRetail China Trust

Management Limited (the “Manager”) for compliance with the limitations imposed on the investment

and borrowing powers as set out in the Trust Deed dated 23 October 2006 (as amended by a first

supplemental deed dated 8 November 2006, a second supplemental deed dated 15 April 2010, a

third supplemental deed dated 5 April 2012 and a fourth supplemental deed dated 14 February

2014) (collectively the “Trust Deed”) between the Manager and the Trustee in each annual

accounting period and report thereon to Unitholders in an annual report.

To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Trust

during the year covered by these financial statements, set out on pages 80 to 146, in accordance

with the limitations imposed on the investment and borrowing powers set out in the Trust Deed.

For and on behalf of the Trustee,

HSBC Institutional Trust Services (Singapore) Limited

Antony Wade Lewis

Director

Singapore

26 February 2015

Report of the TrusteeYear ended 31 December 2014


Year ended 31 December 2014

In the opinion of the directors of CapitaRetail China Trust Management Limited (the “Manager”), the

accompanying financial statements set out on pages 80 to 146 comprising the statements of financial

position, statements of total return, distribution statements and statements of movements in

Unitholders’ funds of the CapitaRetail China Trust (the “Trust”) and its subsidiaries (the “Group”) and

of the Trust, the portfolio statement and statement of cash flows of the Group and a summary of

significant accounting policies and other explanatory information, are drawn up so as to present

fairly, in all material respects, the financial position of the Group and of the Trust and the portfolio of

the Group as at 31 December 2014, the total return, distributable income and movements in

Unitholders’ funds of the Group and of the Trust and cash flows of the Group for the year ended on

that date in accordance with the recommendations of Statement of Recommended Accounting

Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Singapore Chartered

Accountants and the provisions of the Trust Deed. At the date of this statement, there are reasonable

grounds to believe that the Group will be able to meet its financial obligations as and when they

materialise.

For and on behalf of the Manager,

CapitaRetail China Trust Management Limited

Tan Tee Hieong

Director

Singapore

26 February 2015

Statement by the Manager


Unitholders of CapitaRetail China Trust

(Constituted in the Republic of Singapore pursuant to a trust deed dated 23 October 2006

(as amended))

We have audited the accompanying financial statements of CapitaRetail China Trust (the “Trust”) and

its subsidiaries (the “Group”), which comprise the statements of financial position of the Trust and the

Group and the portfolio statement of the Group as at 31 December 2014, the statements of total

return, distribution statements and statements of movements in Unitholders’ funds of the Trust and of

the Group and the statement of cash flows of the Group for the year then ended, and a summary of

significant accounting policies and other explanatory information, as set out on pages 80 to 146.

MANAGER’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Manager of the Trust is responsible for the preparation and fair presentation of these financial

statements in accordance with the recommendations of Statement of Recommended Accounting

Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Singapore Chartered

Accountants, and for such internal control as the Manager of the Trust determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due

to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with Singapore Standards on Auditing. Those standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error. In making those risk assessments, the auditor considers internal control relevant to the

entity’s preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made

by the Manager of the Trust, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

OPINION

In our opinion, the consolidated financial statements of the Group and the statement of financial

position, statement of total return, distribution statement and statement of movements in Unitholders’

funds of the Trust present fairly, in all material respects, the financial position of the Group and the

Trust as at 31 December 2014 and the total return, distributable income, and movements in

Unitholders’ funds of the Group and of the Trust and the cash flows of the Group for the year then

ended in accordance with the recommendations of Statement of Recommended Accounting Practice

7 “Reporting Framework for Unit Trusts” issued by the Institute of Singapore Chartered Accountants.

KPMG LLP

Public Accountants and

Chartered Accountants

Singapore

26 February 2015

Independent Auditors’ Report


Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Assets

Investment properties 4 2,250,783 2,058,094 – –

Plant and equipment 5 7,759 7,325 – –

Interests in subsidiaries 6 – – 1,093,523 1,028,567

Trade and other receivables 7 11,347 11,371 201 224

Financial derivatives 11 1,547 2,044 1,547 2,044

Cash and cash equivalents 8 86,626 105,457 238 249

2,358,062 2,184,291 1,095,509 1,031,084

Less:

Liabilities

Trade and other payables 9 51,140 57,719 5,386 9,060

Security deposits 41,158 34,980 – –

Interest-bearing borrowings 10 671,713 712,338 566,823 474,383

Financial derivatives 11 8,605 5,208 8,605 5,208

Deferred tax liabilities 12 204,923 159,620 – –

Provision for taxation 2,707 561 15 20

980,246 970,426 580,829 488,671

Net assets 1,377,816 1,213,865 514,680 542,413

Represented by:

Unitholders’ funds 13 1,349,738 1,186,951 514,680 542,413

Non-controlling interest 14 28,078 26,914 – –

1,377,816 1,213,865 514,680 542,413

Units in issue (’000) 15 828,118 803,027 828,118 803,027

Net asset value per unit

attributable to Unitholders

($) 1.63 1.48 0.62 0.68

The accompanying notes form an integral part of these financial statements.

Statements of Financial PositionAs at 31 December 2014


Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Gross rental income 189,088 149,083 – –

Other income 14,174 10,992 – –

Gross revenue 203,262 160,075 – –

Land rental (5,620) (5,238) – –

Property related tax (10,943) (8,938) – –

Business tax (11,272) (9,009) – –

Property management fees &reimbursables (10,078) (8,028) – –

Other property operating expenses 17 (32,984) (25,824) – –

Total property operating expenses (70,897) (57,037) – –

Net property income 132,365 103,038 – –

Manager’s management fees

– Base fee 18 (5,527) (4,283) (5,527) (4,283)

– Performance fee 18 (5,295) (4,122) (5,295) (4,122)

Manager’s acquisition fee – – – (3,562)

Trustee’s fees (368) (302) (368) (302)

Audit fees (479) (407) (164) (155)

Valuation fees (188) (278) – –

Other trust operating (expenses)/income 19 (2,151) (426) (537) 265

Dividend income – – – 17,396

Foreign exchange gain – realised 1,371 746 675 620

Finance income 874 1,133 24,405 24,210

Finance costs (21,926) (11,329) (12,470) (9,784)

Net finance (costs)/income 20 (21,052) (10,196) 11,935 14,426

Total return before change in fair valueof financial derivatives, investmentproperties and unrealised foreignexchange (loss)/gain 98,676 83,770 719 20,283

Change in fair value of financialderivatives – 1,423 (6,977) (20,148)

Change in fair value of investmentproperties 4 104,829 99,159 – –

Foreign exchange (loss)/gain – unrealised (41) 101 16,406 13,922

Total return for the year before taxation 203,464 184,453 10,148 14,057

Taxation 21 (57,109) (48,505) (8) (20)

Total return for the year after taxation 146,355 135,948 10,140 14,037

Non-controlling interest 14 (1,757) (3,030) – –

Total return for the year attributable toUnitholders 144,598 132,918 10,140 14,037

Earnings per unit (cents) 22

– Basic 17.69 17.52

– Diluted 17.69 17.52


Statements of Total ReturnYear ended 31 December 2014


Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Amount available for distribution

to Unitholders at beginning of

the year 34,902 11,256 34,902 11,256

Total return for the year attributable

to Unitholders 144,598 132,918 10,140 14,037

Distribution adjustments A (63,716) (62,858) 70,742 56,023

Income for the year available for

distribution to Unitholders B 80,882 70,060 80,882 70,060


to Unitholders 115,784 81,316 115,784 81,316

Distribution to Unitholders during

the year:

– Distribution of 4.33 cents per unit

for the period from 1 July 2013

to 31 December 2013 (34,771) – (34,771) –


for the period from 1 January

2014 to 30 June 2014 (40,863) – (40,863) –


for the period from 2 November

2012 to 31 December 2012 – (11,234) – (11,234)


for the period from 1 January

2013 to 30 June 2013 – (35,180) – (35,180)

(75,634) (46,414) (75,634) (46,414)


to Unitholders at end of the

year 40,150 34,902 40,150 34,902

Number of Units entitled to

distribution (’000) 828,118 803,027

Distribution per Unit (cents) * 9.82 9.02

* The Distribution per Unit relates to the distribution in respect of the relevant financial year. The

distribution relating to 1 July 2014 to 31 December 2014 will be paid within 90 days of the end

of the distribution period, in accordance with the provisions of the Trust Deed.


Distribution StatementsYear ended 31 December 2014


Note A – Distribution adjustments

Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Distribution adjustment items:

– Manager’s management fees

(performance component

paid/payable in Units) 5,295 4,122 5,295 4,122

– Change in fair value of financial

derivatives – (1,423) 6,977 20,148

– Change in fair value of

investment properties1 (103,960) (96,944) – –

– Deferred taxation1 36,364 32,306 – –

– Transfer to general reserve (4,244) (3,164) – –

– Unrealised foreign exchange

gain1 (6) (19) (16,406) (13,922)

– Other adjustments 2,835 2,264 – –

– Net overseas income not

distributed to the Trust – – 74,876 45,675

Net effect of distribution

adjustments (63,716) (62,858) 70,742 56,023

Note B – Income for the year available for distribution to Unitholders

Comprises:

– from operations 6,006 24,385 6,006 24,385

– from Unitholders’ contribution 74,876 45,675 74,876 45,675

Total Unitholders’ distribution 16 80,882 70,060 80,882 70,060

1 Excludes non-controlling interest’s share.



Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Operations

Unitholders’ funds as at beginning of the year 1,186,951 978,742 542,413 504,541

Change in Unitholders’ funds resulting from

operations 144,598 132,918 10,140 14,037

Transfer to general reserve (4,244) (3,164) – –

Net increase in net assets resulting from

operations 140,354 129,754 10,140 14,037

Movements in hedging reserve

Effective portion of changes in fair value of

cash flow hedges 2,251 157 2,251 157

Movements in foreign currency translation

reserve

Translation differences from financial

statements of foreign operations 46,749 52,209 – –

Exchange differences on monetary items

forming part of net investment in

foreign operations 16,290 20,819 – –

Exchange differences on hedges of net

investment in foreign operations (6,977) (21,572) – –

Net gain recognised directly in

Unitholders’ funds 58,313 51,613 2,251 157

Movement in general reserve 4,244 3,164 – –

Unitholders’ transactions

New Units issued – 59,038 – 59,038

Creation of Units paid/payable to Manager

– Units issued and to be issued as

satisfaction of the portion of Manager’s

management fees payable in Units 5,295 4,122 5,295 4,122

– Units issued in respect of acquisition fee for

CapitaMall Grand Canyon 3,562 – 3,562 –

Units issued in respect of the distribution

reinvestment plan 26,653 8,732 26,653 8,732

Distributions to Unitholders (75,634) (46,414) (75,634) (46,414)

Equity issue expenses – (1,800) – (1,800)

Net (decrease)/increase in net assets

resulting from Unitholders’ transactions (40,124) 23,678 (40,124) 23,678

Unitholders’ funds as at end of year 1,349,738 1,186,951 514,680 542,413


Statements of Movements in Unitholders’ FundsYear ended 31 December 2014


Group

Description of

leasehold

property Location

Term of

lease

(years)

Lease

expiry Valuation Valuation

Percentage

of

Unitholders’

funds

2014 2013 2014 2013 2014 2013

RMB’000 RMB’000 $’000 $’000 % %

CapitaMall

Xizhimen

No. 1

Xizhimenwai

Avenue,

Xicheng District,

Beijing

40 – 50 August

2044/2054

2,777,000 2,600,000 588,446 532,246 43.6 44.8

CapitaMall

Wangjing

No. 33 Guangshun

North Street,

Blk 213 & 215,

Chaoyang District,

Beijing

38 – 48 May

2043/2053

2,050,000 1,900,000 434,395 388,949 32.2 32.8

CapitaMall

Grand Canyon

No. 16 Nansanhuan

Xi Road,

Fengtai District,

Beijing

40 – 50 August

2044/2054

1,948,000 1,881,793 412,781 385,222 30.5 32.5

CapitaMall

Anzhen

Section 5

No. 4 of Anzhen

Xi Li,

Chaoyang District,

Beijing

29 – 37 October

2034/

March and

June 2042

973,000 949,000 206,179 194,270 15.3 16.4

CapitaMall Erqi No. 3 Minzhu Road,

Erqi District,

Zhengzhou,

Henan Province

38 May 2042 606,000 590,000 128,411 120,779 9.5 10.2

CapitaMall

Minzhongleyuan1

No. 704

Zhongshan

Avenue,

Jianghan District,

Hankou, Wuhan,

Hubei Province

40 June 2044/

September

2045

564,911 504,911 119,705 103,360 8.9 8.7

CapitaMall

Shuangjing

No. 31

Guangqu Road,

Chaoyang District,

Beijing

40 July 2042 558,000 543,000 118,240 111,158 8.8 9.4

CapitaMall

Qibao2

No. 3655

Qi Xin Road,

Minhang District,

Shanghai

39 March

2043

485,000 472,000 102,772 96,623 7.6 8.1

CapitaMall

Saihan

No. 26

Ordos Street,

Saihan District,

Huhhot,

Inner Mongolia

Autonomous

Region

35 March

2041

400,000 362,000 84,760 74,105 6.3 6.2

Balance carried

forward

10,361,911 9,802,074 2,195,689 2,006,712 162.7 169.1


Portfolio StatementAs at 31 December 2014


Description of

leasehold

property Location

Term of

lease

(years)

Lease

expiry Valuation Valuation

Percentage

of

Unitholders’

funds

2014 2013 2014 2013 2014 2013

RMB’000 RMB’000 $’000 $’000 % %

Balance brought

forward

10,361,911 9,802,074 2,195.689 2,006,712 162.7 169.1

CapitaMall

Wuhu

No. 37 Zhongshan

North Road,

Jinghu District,

Wuhu,

Anhui Province

40 May 2044 260,000 251,000 55,094 51,382 4.1 4.3

Investment properties, at valuation 10,621,911 10,053,074 2,250,783 2,058,094 166.8 173.4

Other assets and liabilities (net) (872,967) (844,229) (64.7) (71.1)

1,377,816 1,213,865 102.1 102.3

Net assets attributable to non-

controlling interests

(28,078) (26,914) (2.1) (2.3)

Net assets attributable to Unitholders 1,349,738 1,186,951 100.0 100.0

Notes:

1 The carrying amount of CapitaMall Minzhongleyuan includes the valuation of the retail mall and carrying amount of the threeresidential units.

2 CapitaMall Qibao is held under a master lease by CapitaRetail Dragon Mall (Shanghai) Co., Ltd, a subsidiary of CapitaRetailChina Investments (B) Alpha Pte. Ltd. The master lease was entered with Shanghai Jin Qiu (Group) Co., Ltd (“Jin Qiu”), thelegal owner of CapitaMall Qibao and expires in January 2024, with the right to renew for a further term of 19 years and twomonths from January 2024 at the option of the Group. Accordingly, the land use rights is held by Jin Qiu.


Portfolio StatementAs at 31 December 2014


Group

2014 2013

Note $’000 $’000

Operating activities

Total return for the year after taxation 146,355 135,948

Adjustments for:

Finance income (874) (1,133)

Finance costs 21,926 11,329

Depreciation and amortisation 2,754 2,088

Impairment losses/(write-back) on trade receivables, net 28 (58)

Taxation 57,109 48,505

Manager’s management fees paid/payable in Units A(i) 5,295 4,122

Plant and equipment written off 81 176

Change in fair value of investment properties (104,829) (99,159)

Change in fair value of financial derivative – (1,423)

Operating income before working capital changes 127,845 100,395

Changes in working capital:

Trade and other receivables (60) (766)

Trade and other payables 2,083 (10,582)

Cash generated from operating activities 129,868 89,047

Income tax paid (18,452) (20,422)

Net cash from operating activities 111,416 68,625

Investing activities

Interest received 874 1,133

Net cash outflow on purchase of investment property B – (134,610)

Capital expenditure on investment properties A(ii)(iii) (14,597) (7,906)

Proceeds from disposal of plant and equipment 13 5

Purchase of plant and equipment (2,960) (1,937)

Net cash used in investing activities (16,670) (143,315)

Financing activities

Proceeds from issuance of new Units – 59,038

Distribution to Unitholders (48,981) (37,682)

Payment of equity issue expenses (460) (915)

Payment of financing expenses (774) (977)

Proceeds from draw down of interest-bearing borrowings 250,900 309,148

Repayment of interest-bearing borrowings (294,797) (279,752)

Settlement of derivative contracts (832) (2,824)

Interest paid (22,317) (11,309)

Net cash (used in)/from financing activities (117,261) 34,727

Decrease in cash and cash equivalents (22,515) (39,963)

Cash and cash equivalents at 1 January 105,457 140,476

Effect of foreign exchange rate changes on cash balances 3,684 4,944

Cash and cash equivalents at 31 December 8 86,626 105,457


Consolidated Statement of Cash FlowsYear ended 31 December 2014


Notes:

(A) Significant non-cash and other transactions

(i) $4.0 million (2013: $3.1 million) of the $5.3 million (2013: $4.1 million) of the performance

component of the Manager’s management fee was paid during the year through the issue

of 2,682,096 Units (2013: 2,074,331 Units). The remaining $1.3 million (2013: $1.0 million)

will be paid through the issue of 844,273 new Units (2013: 786,472 new Units) subsequent

to the year end.

(ii) The Group incurred $36.1 million to purchase investment property in 2008, of which $nil

and $43,000 were paid in 2014 and 2013 respectively.

(iii) The Group enhanced its investment properties during the year, of which $3.4 million (2013:

$6.6 million) was paid. During the year, the Group paid $11.2 million (2013: $1.3 million) of

the prior years unpaid balance.

(B) Significant non-cash and other transactions

Net cash outflows on acquisition of subsidiaries are provided below:

Group

2014 2013

$’000 $’000

Investment property – 380,459

Cash – 8,293

Other assets – 2,861

Other liabilities – (248,710)

Net identifiable assets and liabilities acquired – 142,903

Cash consideration paid – (142,903)

Cash acquired – 8,293

Net cash outflow – (134,610)


Consolidated Statement of Cash FlowsYear ended 31 December 2014


These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Manager and the Trustee on 26 February

2015.

1. GENERAL

CapitaRetail China Trust (the “Trust”) is a Singapore-domiciled unit trust constituted pursuant to

the trust deed dated 23 October 2006 (as amended by the first supplemental deed dated 8

November 2006, a second supplemental deed dated 15 April 2010, a third supplemental deed

dated 5 April 2012 and a fourth supplemental deed dated 14 February 2014) (collectively the

“Trust Deed”) between CapitaRetail China Trust Management Limited (the “Manager”) and

HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”). The Trust Deed is

governed by the laws of the Republic of Singapore. The Trustee is under a duty to take into

custody and hold the assets of the Trust held by it or through its subsidiaries (the “Group”) in

trust for the holders (“Unitholders”) of Units in the Trust (the “Units”).

The Trust was formally admitted to the Official List of the Singapore Exchange Securities Trading

Limited (the “SGX-ST”) on 8 December 2006 (the “Listing Date”) and was included under the

Central Provident Fund (“CPF”) Investment Scheme on 8 December 2006.

The principal activities of the Trust are those relating to investment in a diversified portfolio of

income-producing properties located primarily in the People’s Republic of China (“China”),

Hong Kong and Macau and used primarily for retail purposes.

The principal activities of the subsidiaries are those of investment holding of properties located

in China and used for retail purposes.

The Group has entered into several service agreements in relation to the management of the

Trust and its property operations. The fee structures for these services are as follows:

(a) Trustee’s fees

Pursuant to the Trust Deed, the Trustee’s fee shall not exceed 0.03% per annum of the value

of all the assets of the Group (“Deposited Property”), subject to a minimum of $15,000 per

month, excluding out of pocket expenses and Goods and Service Tax.

(b) Manager’s management fees

The Manager is entitled under the Trust Deed to the following management fees:

• a base fee of 0.25% per annum of the value of the Deposited Property;

• a performance fee of 4.0% per annum of the net property income in the relevant

financial year (calculated before accounting for the performance fee in that financial

year); and

• an authorised investment management fee of 0.5% per annum of the value of

authorised investments which are not real estate. Where such authorised investment is

an interest in a property fund (either a real estate investment trust or private property

fund) wholly managed by a wholly-owned subsidiary of CapitaLand Limited, no

authorised investment management fee shall be payable in relation to such authorised

investment.

Notes to the Financial Statements


1. GENERAL (continued)

(b) Manager’s management fees (continued)

The Manager may elect to receive the management fees in cash or Units or a combination

of cash and/or Units (as it may in its sole discretion determine).

(c) Property management fees

Under the property management agreements in respect of each property, the property

managers will provide lease management services, property tax services and marketing

co-ordination services in relation to that property. The property managers are entitled to the

following fees:

• 2.0% per annum of the gross revenue;

• 2.0% per annum of the net property income; and

• 0.5% per annum of the net property income in lieu of leasing commissions otherwise

payable to the property managers and/or third party agents.

(d) Acquisition fee

For any authorised investment acquired from time to time by the Trustee on behalf of the

Trust, the acquisition fee payable to the Manager shall be:

• up to 1.5% of the purchase price in the case of any authorised investment (as defined

in the Trust Deed) acquired by the Trust for less than $200 million; and

• 1.0% of the purchase price in the case of any authorised investment acquired by the

Trust for $200 million or more.

The acquisition fee payable in respect of any authorised investment acquired from time to

time by the Trustee on behalf of the Trust from CapitaMalls China Income Fund, CapitaMalls

China Income Fund II, CapitaMalls China Income Fund III, CapitaMalls China Development

Fund III, or CapitaMalls Asia Limited shall be 1.0% of the purchase price paid by the Trust.

No acquisition fee was payable for the acquisition of the initial property portfolio of the

Trust.

The acquisition fee is payable to the Manager in the form of cash and/or Units (as the

Manager may elect) at the prevailing market price provided that in respect of any

acquisition of real estate assets from interested parties, such a fee should, if required by

the applicable laws, rules and/or regulations, be in the form of Units issued by the Trust at

prevailing market price(s) and subject to such transfer restrictions as may be imposed.

Any payment to third party agents or brokers in connection with the acquisition of any

authorised investments for the Trust shall be paid by the Manager to such persons out of

the Deposited Property of the Trust or the assets of the relevant special purpose vehicle,

and not out of the acquisition fee received or to be received by the Manager.



1. GENERAL (continued)

(e) Divestment fee

The Manager is entitled to receive a divestment fee of 0.5% of the sale price of any

authorised investment disposed directly or indirectly by the Trust, prorated if applicable to

the proportion of the Trust’s interest.

The divestment fee is payable to the Manager in the form of cash and/or Units (as the

Manager may elect) at the prevailing market price provided that in respect of any

divestment of real estate assets to interested parties, such a fee should, if required by the

applicable laws, rules and/or regulations, be in the form of Units issued by the Trust at

prevailing market price(s) and subject to such transfer restrictions as may be imposed.

Any payment to third party agents or brokers in connection with the divestment of any

authorised investments for the Trust shall be paid by the Manager to such persons out of

the Deposited Property of the Trust or the assets of the relevant special purpose vehicle,

and not out of the divestment fee received or to be received by the Manager.

2. BASIS OF PREPARATION

(a) Statement of compliance

The financial statements have been prepared in accordance with the recommendations of

Statement of Recommended Accounting Practice (“RAP”) 7 “Reporting Framework for Unit

Trusts” issued by the Institute of Singapore Chartered Accountants, the applicable

requirements of the Code on Collective Investment Schemes (the “CIS Code”) issued by the

Monetary Authority of Singapore (“MAS”) and the provisions of the Trust Deed. RAP 7

requires that accounting policies adopted should generally comply with the principles

relating to recognition and measurement of the Singapore Financial Reporting Standards

(“FRS”).

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis except for the

following material items on the statement of financial position:

• derivative financial instruments are measured at fair value

• investment properties are measured at fair value.

(c) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using

the currency that best reflects the economic substance of the underlying events and

circumstances relevant to that entity (the “functional currency”). The consolidated financial

statements of the Group are presented in Singapore dollars, which is the functional

currency of the Trust. All financial information presented in Singapore dollars has been

rounded to the nearest thousand, unless otherwise stated.


2. BASIS OF PREPARATION (continued)

(d) Use of estimates and judgements

The preparation of financial statements in conformity with RAP 7 requires the Manager to

make judgements, estimates and assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities, income and expenses. The

estimates and associated assumptions are based on historical experience and various

other factors that are believed to be reasonable under the circumstances, the results of

which form the basis of making the judgements about carrying amounts of assets and

liabilities that are not readily apparent from other sources.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimates are revised and

any future periods affected.

Information about assumptions and estimation uncertainties that have a significant risk of

resulting in a material adjustment within the next financial year are included in the following

notes:

• Note 4 – Valuation of investment properties

• Note 27 – Valuation of financial instruments.

(e) Changes in accounting policies

(i) Subsidiaries

FRS 110 Consolidated Financial Statements introduces a new control model that

focuses on whether the Group has power over an investee, exposure or rights to

variable returns from its involvement with the investee and ability to use its power to

affect those returns.

In accordance with the transitional provisions of FRS 110, the Group reassessed its

involvement with investees under the new control model. The adoption of the new

standard did not result in a change in the control conclusion in respect of its

investment in its investees.

(ii) Disclosure of interests in other entities

From 1 January 2014, as a result of FRS 112 Disclosure of Interests in Other Entities,

the Group has expanded its disclosures about its interests in subsidiaries (see Note 6

and Note 14).

(iii) Offsetting of financial assets and financial liabilities

Under the Amendments to FRS 32 Financial Instruments: Presentation – Offsetting

Financial Assets and Financial Liabilities, to qualify for offsetting, the right to set off a

financial asset and a financial liability must not be contingent on a future event and

must be enforceable both in the normal course of business and in the event of default,

insolvency or bankruptcy of the entity and all counterparties. The adoption of

amendments to FRS 32 does not have any significant impact on the financial position

or performance of the Group and the Trust.



2. BASIS OF PREPARATION (continued)

(e) Changes in accounting policies (continued)

(iv) Disclosures of recoverable amount for non-financial assets

From 1 January 2014, the Group has adopted Amendments to FRS 36: Impairment of

Assets Recoverable Amount Disclosures for Non-Financial Assets. The adoption of

Amendments to FRS 36 has no impact on the financial position or performance of the

Group and the Trust.

(v) Levies

The Group has adopted INT FRS 121 Levies with a date of initial application of 1

January 2014. The adoption of INT FRS 121 does not have any significant impact on

the financial position or performance of the Group and the Trust.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented

in these financial statements, and have been applied consistently by Group entities, except as

explained in Note 2(e), which addresses changes in accounting policies.

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when

it is exposed to, or has rights to, variable returns from its involvement with the entity

and has the ability to affect these returns through its power over the entity. The

financial statements of subsidiaries are included in the consolidated financial

statements from the date that control commences until the date that control ceases.

The Group’s acquisition of subsidiaries are primarily accounted for as acquisitions of

assets as the subsidiaries are special purpose vehicles established for the sole

purpose of holding assets.

(ii) Loss of control

Upon the loss of control, the Trust derecognises the assets and liabilities of the

subsidiary, any non-controlling interests and the other components of equity related to

the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the

statement of total return.

If the Group retains any interest in the previous subsidiary, then such interest is

measured at fair value at the date that control is lost. Subsequently, it is accounted for

as an equity-accounted investee or as an available-for-sale financial asset depending

on the level of influence retained.

(iii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income or expenses

arising from intra-group transactions, are eliminated in preparing the consolidated

financial statements. Unrealised gains arising from transactions with equity accounted

investees are eliminated against the investment to the extent of the Group’s interest in

the investee. Unrealised losses are eliminated in the same way as unrealised gains,

but only to the extent that there is no evidence of impairment.


3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(a) Basis of consolidation (continued)

(iv) Accounting for subsidiaries by the Trust

Investments in subsidiaries are stated in the Trust’s statement of financial position at

cost less accumulated impairment losses.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rates ruling

at the date of the transaction. Monetary assets and liabilities denominated in foreign

currencies at the reporting date are retranslated at the foreign exchange rates ruling

at that date. Non-monetary assets and liabilities measured at cost in a foreign currency

are translated using foreign exchange rates at the date of the transaction. Non-

monetary assets and liabilities denominated in foreign currencies that are measured at

fair value are retranslated at the foreign exchange rates ruling at the date on which the

fair value was determined.

Foreign currency differences arising on retranslation are recognised in the statement

of total return, except for differences arising on the retranslation of monetary items that

in substance form part of the Group’s net investment in a foreign operation (see below)

and financial derivatives designated as hedges of the net investment in a foreign

operation (see Note 3(c)(iii)).

(ii) Foreign operations

The assets and liabilities of foreign operations are translated to Singapore dollars at

exchange rates at the reporting date. The income and expenses of foreign operations

are translated to Singapore dollars at exchange rates at the dates of the transactions.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation

are treated as assets and liabilities of the foreign operation and translated at the

exchange rate at the reporting date.

Foreign currency differences are recognised in the foreign currency translation

reserve. When a foreign operation is disposed of, in part or in full, the relevant amount

is transferred to the statement of total return.

(iii) Net investment in a foreign operation

Exchange differences arising from monetary items that in substance form part of the

Trust’s net investment in a foreign operation are recognised in the Trust’s statement of

total return. Such exchange differences are reclassified to foreign currency translation

reserve in the consolidated financial statements. When the hedged net investment is

disposed of, the cumulative amount in the foreign currency translation reserve is

transferred to the statement of total return as an adjustment to the gain or loss arising

on disposal.




(c) Financial instruments

(i) Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that

they are originated. All other financial assets are recognised initially on the trade date

at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows

from the asset expire, or it transfers the rights to receive the contractual cash flows on

the financial asset in a transaction in which substantially all the risks and rewards of

ownership of the financial asset are transferred. Any interest in transferred financial

assets that is created or retained by the Group is recognised as a separate asset or

liability.

Financial assets and liabilities are offset and the net amount presented in the

statement of financial position when, and only when, the Group has a legal right to

offset the amounts and intends either to settle on a net basis or to realise the asset and

settle the liability simultaneously.

The Group has loans and receivables as its non-derivative financial assets.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that

are not quoted in an active market. Such assets are recognised initially at fair value

plus any directly attributable transaction costs. Subsequent to initial recognition, loans

and receivables are measured at amortised cost using the effective interest method,

less any impairment losses.

Loans and receivables comprise non-trade amounts due from subsidiaries, trade and

other receivables excluding prepayments and cash and cash equivalents.

Cash and cash equivalents comprise cash balances and bank deposits.

(ii) Non-derivative financial liabilities

Financial liabilities are recognised initially on the trade date at which the Group

becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are

discharged or cancelled or expired.

Financial assets and liabilities are offset and the net amount presented in the

statement of financial position when, and only when, the Group has a legal right to

offset the amounts and intends either to settle on a net basis or to realise the asset and

settle the liability simultaneously.



(c) Financial instruments (continued)

(ii) Non-derivative financial liabilities (continued)

The Group has the following non-derivative financial liabilities: trade and other

payables, security deposits and interest-bearing borrowings.

Such financial liabilities are recognised initially at fair value plus any directly

attributable transaction costs. Subsequent to initial recognition, these financial

liabilities are measured at amortised cost using the effective interest method.

(iii) Derivative financial instruments, including hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and

interest rate risk exposures. Embedded derivatives are separated from the host

contract and accounted for separately if the economic characteristics and risks of the

host contract and the embedded derivative are not closely related, a separate

instrument with the same terms as the embedded derivative would meet the definition

of a derivative, and the combined instrument is not measured at fair value through the

statement of total return.

On initial designation of the hedge, the Group formally documents the relationship

between the hedging instrument(s) and hedged item(s), including the risk

management objectives and strategy in undertaking the hedge transaction and the

hedged risk, together with the methods that will be used to assess the effectiveness

of the hedging relationship. The Group makes an assessment, both at the inception of

the hedge relationship as well as on an ongoing basis, of whether the hedging

instruments are expected to be “highly effective” in offsetting the changes in the fair

value or cash flows of the respective hedged items attributable to the hedged risk, and

whether the actual results of each hedge are within a range of 80%-125%. For a cash

flow hedge of a forecast transaction, the transaction should be highly probable to

occur and should present an exposure to variations in cash flows that could ultimately

affect the statement of total return.

Derivatives are recognised initially at fair value; attributable transaction costs are

recognised in the statement of total return when incurred. Subsequent to initial

recognition, derivatives are measured at fair value, and changes therein are

accounted for as described below.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability

in cash flows attributable to a particular risk associated with a recognised asset or

liability or a highly probable forecast transaction that could affect total return, the

effective portion of changes in the fair value of the derivative is recognised and

presented in the hedging reserve in Unitholders’ fund. The amount recognised in the

hedging reserve is removed and included in the statement of total return in the same

period as the hedged cash flows affect the statement of total return under the same

line item in the statement of total return as the hedged item. Any ineffective portion of

changes in the fair value of the derivative is recognised immediately in the statement

of total return.




(c) Financial instruments (continued)

(iii) Derivative financial instruments, including hedge accounting (continued)

Cash flow hedges (continued)

If the hedging instrument no longer meets the criteria for hedge accounting, expires

or is sold, terminated or exercised, or the designation is revoked, then hedge

accounting is discontinued prospectively. The cumulative gain or loss previously

recognised and presented in the hedging reserve in Unitholders’ fund remains there

until the forecast transaction occurs. When the hedged item is a non-financial asset,

the amount recognised in the hedging reserve is transferred to the carrying amount of

the asset when it is recognised. If the forecast transaction is no longer expected to

occur, then the balance in the hedging reserve is recognised immediately in the

statement of total return. In other cases, the amount recognised in the hedging reserve

is transferred to the statement of total return in the same period that the hedged item

affects the statement of total return.

Hedge of net investment in foreign operation

Foreign currency differences arising on the retranslation of a financial liability

designated as a hedge of a net investment in a foreign operation are recognised in the

Trust’s statement of total return. On consolidation, such differences are recognised

directly, as part of foreign currency translation reserve, to the extent that the hedge is

effective. To the extent that the hedge is ineffective, such differences are recognised

in the statement of total return. When the hedged net investment is disposed of, the

cumulative amount in the foreign currency translation reserve attributable to that

investment is transferred to the statement of total return as an adjustment to the gain

or loss on disposal.

(d) Investment properties

Investment properties are properties held either to earn rental income or capital

appreciation or both. Investment properties are accounted for as non-current assets and

are stated at initial cost on acquisition and at fair value thereafter. The cost of a purchased

property comprises its purchase price and any directly attributable expenditure.

Transaction costs are included in the initial measurement. Fair value is determined in

accordance with the Trust Deed, which requires the investment properties to be valued by

independent registered valuers at least once a year in accordance with the CIS Code

issued by the MAS.

Any increase or decrease on revaluation is credited or charged to the statement of total

return as a net change in fair value of the investment properties.

Subsequent expenditure relating to investment properties that have already been

recognised is added to the carrying amount when it is probable that future economic

benefits, in excess of the originally assessed standard of performance of the existing asset

will flow to the Group.

All other subsequent expenditure is recognised as an expense in the period in which it is

incurred.



(d) Investment properties (continued)

When an investment property is disposed of, the resulting gain or loss recognised in the

statement of total return is the difference between the net disposal proceeds and the

carrying amount of the property.

Investment properties are not depreciated. The properties are subject to continued

maintenance and regularly revalued on the basis set out above.

(e) Plant and equipment

(i) Recognition and measurement

Plant and equipment are stated at cost less accumulated depreciation and

accumulated impairment losses. Cost includes expenditure that is directly attributable

to the acquisition of the asset.

When parts of an item of plant and equipment have different useful lives, they are

accounted for as separate items (major components) of plant and equipment.

Gains or losses arising from the retirement or disposal of plant and equipment are

determined as the difference between the estimated net disposal proceeds and the

carrying amount of the asset and are recognised in the statement of total return on the

date of retirement or disposal.

(ii) Subsequent costs

The cost of replacing part of an item of plant and equipment is recognised in the

carrying amount of the item if it is probable that the future economic benefits

embodied within the part will flow to the Group and its cost can be measured reliably.

The cost of the day-to-day servicing of plant and equipment are recognised in the

statement of total return as incurred.

(iii) Depreciation

Depreciation is provided on a straight-line basis so as to write off items of plant and

equipment, and major components that are accounted for separately, over their

estimated useful lives as follows:

Improvement to premises – 5 years

Plant and machinery – 3 to 5 years

Motor vehicles – 5 years

Furniture, fittings and equipment – 2 to 5 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as

appropriate, at each reporting date.




(f) Impairment

(i) Financial assets (including receivables)

A financial asset not carried at fair value through the statement of total return is

assessed at each reporting date to determine whether there is objective evidence that

it is impaired. A financial asset is impaired if objective evidence indicates that a loss

event has occurred after the initial recognition of the asset, and that the loss event had

a negative effect on the estimated future cash flows of that asset that can be estimated

reliably.

Objective evidence that financial assets are impaired can include default or

delinquency by a debtor, restructuring of an amount due to the Group on terms that the

Group would not consider otherwise, indications that a debtor will enter bankruptcy.

The Group considers evidence of impairment for receivables at both a specific asset

and collective level. All individually significant receivables are assessed for specific

impairment. All individually significant receivables found not to be specifically

impaired are then collectively assessed for any impairment that has been incurred but

not yet identified. Receivables that are not individually significant are collectively

assessed for impairment by grouping together receivables with similar risk

characteristics.

In assessing collective impairment, the Group uses historical trends of the probability

of default, timing of recoveries and the amount of loss incurred, adjusted for

management’s judgement as to whether current economic and credit conditions are

such that the actual losses are likely to be greater or less than suggested by historical

trends.

An impairment loss in respect of a financial asset measured at amortised cost is

calculated as the difference between its carrying amount and the present value of the

estimated future cash flows discounted at the asset’s original effective interest rate.

Losses are recognised in the statement of total return and reflected in an allowance

account against receivables. Interest on the impaired asset continues to be

recognised through the unwinding of the discount. When the Group considers that

there are no realistic prospects of recovery of the asset, the relevant amounts are

written off. If the amount of impairment loss subsequently decreases and the decrease

can be related objectively to an event occurring after the impairment was recognised,

then the previously recognised impairment loss is reversed through the statement of

total return.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than investment

properties, are reviewed at each reporting date to determine whether there is any

indication of impairment. If any such indication exists, then the asset’s recoverable

amount is estimated.



(f) Impairment (continued)

(ii) Non-financial assets (continued)

The recoverable amount of an asset or cash-generating unit is the greater of its value

in use and its fair value less costs to sell. In assessing value in use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks

specific to the asset. For the purpose of impairment testing, assets that cannot be

tested individually are grouped together into the smallest group of assets that

generates cash inflows from continuing use that are largely independent of the cash

inflows of other assets or groups of assets (the “cash-generating unit”, or “CGU”).

An impairment loss is recognised if the carrying amount of an asset or its CGU

exceeds its estimated recoverable amount. Impairment losses are recognised in the

statement of total return. Impairment losses recognised in respect of the CGU are

allocated first to reduce the carrying amount of any goodwill allocated to the units, and

then to reduce the carrying amounts of the other assets in the unit (group of units) on

a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets,

impairment losses recognised in prior periods are assessed at each reporting date for

any indications that the loss has decreased or no longer exists. An impairment loss is

reversed if there has been a change in the estimates used to determine the

recoverable amount. An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been

determined, net of depreciation or amortisation, if no impairment loss had been

recognised.

(g) Unitholders’ funds

Unitholders’ funds represent the residual interests in the Group’s net assets upon

termination and are classified as equity.

Expenses incurred in connection with the issuance of Units in the Trust are deducted

directly against the Unitholders’ funds.

(h) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as

an expense in the statement of total return as incurred.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and

are expensed as the related service is provided.

A provision is recognised for the amount expected to be paid under short-term cash

bonus if the Group has a present legal or constructive obligation to pay this amount as

a result of past service provided by the employee and the obligation can be estimated

reliably.




(i) Distribution policy

The Trust’s distribution policy is to distribute at least 90.0% of its distributable income in

each financial year to Unitholders, other than from the sale of properties that are

determined by Inland Revenue Authority of Singapore to be trading gains.

(j) Revenue recognition

(i) Rental income

Rental income receivable under operating leases is recognised on a straight-line basis

over the term of the lease, except where an alternative basis is more representative of

the pattern of benefits to be derived from the leased assets. Lease incentives granted

are recognised as an integral part of the total rental to be received. Contingent rentals,

which include gross turnover rental, are recognised as income in the accounting

period on an earned basis. No contingent rental is recognised if there are uncertainties

due to the possible return of the amounts received.

(ii) Dividend income

Dividend income is recognised when the right to receive payment is established.

(k) Lease payments

Payment made under operating leases are recognised in profit or loss on a straight-line

basis over the term of the lease. Lease incentives received are recognised as an integral

part of the total lease expense, over the term of the lease.

Contingent lease payments are accounted for by revising the minimum lease payments

over the remaining term of the lease when the lease adjustment is confirmed.

(l) Expenses

(i) Property expenses

Property expenses are recognised on an accrual basis.

(ii) Manager’s management fees, property management fees and Trustee’s fees

These are recognised on an accrual basis based on the applicable formula stipulated

in Note 1.

(m) Finance income and finance costs

Finance income comprises interest income recognised in the statement of total return as it

accrues, using the effective interest method.

Finance costs which comprise interest expense on borrowings and expense incurred in

connection with borrowings are recognised in the statement of total return, using the

effective interest method over the period of the borrowings.



(n) Taxation

Taxation on the returns for the year comprises current and deferred tax. Taxation is

recognised in the statement of total return except to the extent that it relates to items

recognised directly in Unitholders’ fund.

Current tax is the expected tax payable on the taxable income for the year, using tax rates

enacted or substantively enacted at the reporting date and any adjustment to tax payable

in respect of previous years.

Deferred tax is in respect of temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction

that is not a business combination and that affects neither accounting nor taxable

profit; and

• temporary differences relating to investments in subsidiaries to the extent that it is

probable that they will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary

differences when they reverse, based on the laws that have been enacted or substantively

enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a

legally enforceable right to offset current tax liabilities and assets and they relate to income

taxes levied by the same tax authority on the same taxable entity, or on different tax entities,

but they intend to settle current tax liabilities and assets on a net basis or their tax assets

and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable

profits will be available against which the unused tax losses and credits can be utilised.

Deferred tax assets are reduced to the extent that it is no longer probable that the related

tax benefits will be realised.

Except for the tax exemption as described below, income earned by the Trust will be

subject to Singapore income tax at the trustee level at the prevailing corporate tax rate.

The Trust is exempted from Singapore income tax under Section 13(12) of the Singapore

Income Tax Act on the following income:

(i) dividends; and

(ii) interest on shareholders’ loans,

payable by its subsidiaries in Barbados and Singapore out of underlying rental income

derived from the investment properties in China.




(n) Taxation (continued)

This exemption is granted subject to certain conditions, including the condition that the

Trustee is a tax resident of Singapore.

The tax exemption also applies to dividends payable by these subsidiaries out of gains, if

any, derived from the disposal of their shares in the subsidiaries in China.

(o) Earnings per unit

The Group presents basic and diluted earnings per unit (“EPU”) data for its Units. Basic

EPU is calculated by dividing the total return attributable to Unitholders of the Group by the

weighted average number of ordinary Units outstanding during the period. Diluted EPU is

determined by adjusting the total return attributable to Unitholders and the weighted

average number of Units outstanding for the effects of all dilutive potential Units.

(p) Segment reporting

An operating segment is a component of the Group that engages in business activities from

which it may earn revenues and incur expenses, including revenues and expenses that

relate to transactions with any of the Group’s other components. Operating segments are

reported in a manner consistent with the internal reporting provided to the Chief Operating

Decision-Makers (“CODMs”). The CODMs has been identified as the Chief Executive

Officer (“CEO”) and Head of Finance.

Segment results that are reported to the Group CEO include items directly attributable to

a segment as well as those that can be allocated on a reasonable basis. Unallocated items

comprise mainly financial derivative assets and liabilities, other receivables, cash and cash

equivalents, trade and other payables, and interest-bearing borrowings.

Segment capital expenditure is the total cost incurred during the year to acquire plant and

equipment and capital expenditure on investment properties.

(q) New standards, interpretations and revised recommended accounting practice not yet

adopted

The Group has not applied the following accounting standards (including their

consequential amendments) and interpretations that have been issued as of the reporting

date but are not yet effective:

• FRS 16 Property, plant and equipment

• FRS 19 Defined benefit plans: Employee Contributions

• FRS 24 Related party disclosures

• FRS 40 Investment property

• FRS 108 Operating segments

• FRS 113 Fair value measurement

The initial application of these new standards and amendments to standards is not

expected to have a significant effect on the financial statements of the Group.


4. INVESTMENT PROPERTIES

Group

2014 2013

$’000 $’000

At beginning of year 2,058,094 1,476,988

Acquisition of investment property – 380,459

Expenditure capitalised 12,478 17,973

2,070,572 1,875,420

Changes in fair value 104,829 99,159

Translation differences 75,382 83,515

At the end of year 2,250,783 2,058,094

Investment properties are stated at fair value based on valuation performed by independent

professional valuers having appropriate recognised professional qualifications and recent

experience in the location and category of property being valued. In determining the fair value,

the valuers have used valuation methods which involve certain estimates. The Manager reviews

the key valuation parameters and underlying data including market-corroborated capitalisation

rates, term and reversion rates and discount rates adopted by the valuers and is of the view that

the valuation methods and estimates are reflective of the current market conditions.

The fair values are based on open market values, being the estimated amount for which a

property could be exchanged on the date of the valuation between a willing buyer and a willing

seller in an arm’s length transaction wherein the parties had each acted knowledgeably and

without compulsion.

The valuers have considered valuation techniques including the capitalisation, discounted cash

flows and/or term and reversion approaches in arriving at the open market value as at the

reporting date.

The capitalisation approach capitalises an income stream into a present value using revenue

multipliers or single-year capitalisation rates. The discounted cash flow method involves the

estimation and projection of an income stream over a period and discounting the income stream

with an internal rate of return to arrive at the market value. The term and reversion approach

capitalises net rental income on a fully leased basis with regards to the current passing rental

income from existing tenancies and potential future reversionary income at the market level.

Fair value of the investment properties were based on independent professional full valuations

carried out by the following valuers on the dates stated below:

Valuers Valuation Date Valuation Date

DTZ Debenham Tie Leung International

Property Advisers (Shanghai) Co., Ltd.

31 December 2014 –

Knight Frank Petty Limited 31 December 2014 –

CBRE Pte. Ltd. 31 December 2014 31 December 2013

Colliers International (Hong Kong)

Limited

31 December 2014 31 December 2013



4. INVESTMENT PROPERTIES (continued)

Investment properties comprise retail properties that are held mainly for use by tenants under

operating leases. Most leases contain an initial non-cancellable period of within 1 to 3 years

(2013: within 1 to 3 years).

Contingent rents, representing income based on certain sales achieved by tenants, recognised

in the statement of total return during the year amounted to $11.9 million (2013: $7.6 million).

5. PLANT AND EQUIPMENT

Improvement

to premises

Plant and

machinery

Motor

vehicles

Furniture,

fittings and

equipment Total

$’000 $’000 $’000 $’000 $’000

Group

Cost

At 1 January 2013 6,982 371 157 5,063 12,573

Assets acquired 44 – 155 1,989 2,188

Additions 1,344 – – 694 2,038

Disposal/written off (652) (56) (118) (1,504) (2,330)

Translation difference on

consolidation 376 20 7 254 657

At 31 December 2013 8,094 335 201 6,496 15,126

Additions 2,387 – – 663 3,050

Disposal/written off (46) (36) (68) (910) (1,060)



At 31 December 2014 10,718 309 137 6,452 17,616

Less: Accumulated

depreciation

At 1 January 2013 2,921 211 145 3,469 6,746

Assets acquired 12 – 111 677 800

Charge for the year 1,405 48 1 578 2,032

Disposal/written off (639) (51) (106) (1,353) (2,149)



At 31 December 2013 3,874 220 157 3,550 7,801

Charge for the year 1,586 45 16 1,050 2,697

Disposal/written off (35) (33) (55) (843) (966)



At 31 December 2014 5,606 240 122 3,889 9,857

Carrying amounts

At 1 January 2013 4,061 160 12 1,594 5,827

At 31 December 2013 4,220 115 44 2,946 7,325

At 1 January 2014 4,220 115 44 2,946 7,325

At 31 December 2014 5,112 69 15 2,563 7,759


6. INTERESTS IN SUBSIDIARIES

Trust

2014 2013

$’000 $’000

(a) Unquoted equity, at cost 385,035 385,035

(b) Loans to subsidiaries 326,428 315,480

Non-trade amounts due from subsidiaries 382,060 328,052

708,488 643,532

1,093,523 1,028,567

(a) Details of the subsidiaries are as follows:

Name of subsidiaries Principal activities

Place of

incorporation/

business

Effective equity held

by the Group

2014 2013

% %

(i) Direct subsidiaries

* CapitaRetail China

Investments (B)

Pte. Ltd.

Investment holding Barbados 100 100


Investments (B)

Alpha Pte. Ltd.



Investments (B)

Beta Pte. Ltd.



Investments (B)

Gamma Pte. Ltd.


** CapitaRetail China

Investments (BVI)

Alpha Limited

Investment holding British Virgin

Islands

100 100

*** Somerset (Wuhan)

Investments Pte Ltd

Investment holding Singapore 100 100

*** CapitaLand Retail

Investments (SY)

Pte Ltd

Investment holding Singapore 100 100



6. INTERESTS IN SUBSIDIARIES (continued)


Place of

incorporation/

business


by the Group

2014 2013

% %

(ii) Indirect subsidiaries

Subsidiary of

CapitaRetail China

Investments (B) Pte.

Ltd.

* CapitaRetail Beijing

Wangjing Real Estate

Co., Ltd.

Property investment China 100 100

Subsidiaries of

CapitaRetail China

Investments (B)

Alpha Pte. Ltd.


Anzhen Real Estate

Co., Ltd.


* CapitaRetail Dragon Mall

(Shanghai) Co., Ltd.



Shuangjing Real

Estate Co., Ltd.


* CapitaRetail Henan

Zhongzhou Real

Estate Co., Ltd.


* Huaxin Saihan Huhhot

Real Estate Co., Ltd.


Subsidiary of

CapitaRetail China

Investments (B) Beta

Pte. Ltd.


Xizhimen Real Estate

Co., Ltd.



6. INTERESTS IN SUBSIDIARIES (continued)


Place of

incorporation/

business


by the Group

2014 2013

% %

(ii) Indirect subsidiaries

(continued)

Subsidiary of

CapitaRetail China

Investments (B)

Gamma Pte. Ltd.

* CapitaMalls Wuhu

Commercial Property

Co., Ltd.


Subsidiary of Somerset

(Wuhan) Investments

Pte Ltd

* Wuhan New Minzhong

Leyuan Co., Ltd.


Subsidiary of

CapitaLand Retail

Investments (SY) Pte

Ltd

* Beijing Huakun Real

Estate Management

Co., Ltd.


* Audited by other member firms of KPMG International.

** This subsidiary is not required to be audited by the laws of the country of incorporation.

*** Audited by KPMG LLP Singapore.

(b) The loans to subsidiaries, amounting to $326.4 million (2013: $315.5 million) and the

non-trade amounts due from subsidiaries amounting to $363.4 million (2013: $310.1 million)

are unsecured and settlement is neither planned nor likely to occur in the foreseeable

future. As these amounts are, in substance, a part of the Trust’s net investments in the

subsidiaries, they are stated at cost, less accumulated impairment. The remaining $18.7

million (2013: $18.0 million) of the non-trade amounts due from subsidiaries are unsecured,

interest-free and repayable on demand. The loans to subsidiaries bear interest fixed at

7.5% (2013: 7.5%).



7. TRADE AND OTHER RECEIVABLES

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Trade receivables 2,302 2,653 – –

Impairment losses (141) (351) – –

2,161 2,302 – –

Other receivables 2,549 2,840 201 219

Deposits 1,150 1,104 – –

Loans and receivables 5,860 6,246 201 219

Prepayments 5,487 5,125 – 5

11,347 11,371 201 224

Concentration of credit risk relating to loans and receivables is limited due to the Group’s many

varied tenants located in several cities in China and the credit policy of obtaining security

deposits from tenants for leasing the Group’s investment properties. These tenants comprise

retailers engaged in a wide variety of consumer trades.

The maximum exposure to credit risk for loans and receivables at the reporting date (by

geographical area in China) is:

Group

2014 2013

$’000 $’000

Inner Mongolia 31 32

Beijing 3,626 4,483

Shanghai 1,277 1,212

Others 725 300

5,659 6,027


7. TRADE AND OTHER RECEIVABLES (continued)

Impairment losses

The ageing of loans and receivables at the reporting date is:

Gross Impairment

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Group

Not past due 4,460 4,278 – –

Past due 1 – 30 days 369 1,074 – –

Past due 31 – 60 days 297 410 – 3

Past due 61 – 90 days 225 132 – –

More than 90 days past due 650 703 141 348

6,001 6,597 141 351

Gross Impairment

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Trust

Not past due 201 219 – –

The movement in the allowance for impairment in respect of trade receivables during the year

is as follows:

Group

2014 2013

Note $’000 $’000

At 1 January 351 163

Impairment losses/(write-back) on

trade receivables, net 17 28 (58)

Provision acquired – 332

Allowance utilised (244) (94)

Translation difference 6 8

At 31 December 141 351

The majority of the trade receivables are mainly from tenants that have good credit records with

the Group. The allowance account in respect of trade receivables is used to record impairment

losses unless the Group is satisfied that no recovery of the amount owing is possible; at that

point the amounts are considered irrecoverable and are written off against the financial asset

directly. During the year ended 31 December 2014, the Group collected $0.1 million (2013: $0.1

million) of its impaired trade receivables.



7. TRADE AND OTHER RECEIVABLES (continued)

Impairment losses (continued)

The Group’s historical experience in the collection of loans and receivables falls within the

recorded allowances. The Manager believes that no additional credit risk beyond the amounts

provided for collection losses is inherent in the Group’s loans and receivables, based on

historical payment behaviours and the security deposits held (if applicable).

8. CASH AND CASH EQUIVALENTS

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Cash at banks and in hand 58,992 71,311 238 249

Fixed deposits with financial

institutions 27,634 34,146 – –

86,626 105,457 238 249

9. TRADE AND OTHER PAYABLES

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Trade payable 650 802 – 63

Accrued operating expenses 11,187 12,463 2,582 3,047

Accrued development expenditure 7,528 9,893 – –

Amounts due to related parties

(trade) 2,344 5,214 1,467 4,677

Amount due to subsidiary (trade) – – – 17

Other deposits and advances 24,069 23,502 – –

Interest payable 1,564 1,745 1,337 1,256

Other payables 3,798 4,100 – –

51,140 57,719 5,386 9,060

Included in amounts due to related parties (trade) are amounts due to the Manager, Property

and Project Managers of $1.5 million (2013: $4.7 million), $0.7 million (2013: $0.5 million) and

$nil (2013: $14,000) respectively.


10. INTEREST-BEARING BORROWINGS

Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Unsecured term loans (a) 538,503 456,465 538,503 435,503

Secured loans (b) 104,890 216,993 – –

Money market facilities 29,500 40,000 29,500 40,000

Less: Unamortised

transactions costs (1,180) (1,120) (1,180) (1,120)

671,713 712,338 566,823 474,383

(a) As at 31 December 2014, unsecured term loans comprise $100.0 million, $88.0 million,

$50.5 million, three $50.0 million, two $75.0 million fixed/floating rate trust term loans

(collectively known as “Trust Term Loan Facilities”). These facilities have negative pledge

covenants which require the Trust, amongst others:

(i) not to, without the prior written consent of the lender, create or have outstanding any

security on or over the Group’s interest in any of the investment properties;

(ii) in the event of a sale of any of the investment properties, to repay an amount equal to

the proportion of the market value of the investment properties sold to the total market

value of the investment properties as determined by the lender based on the latest

annual valuation reports of the investment properties; and

(iii) not to provide any guarantee for any other entities except for secured borrowings for

new investment properties acquired with existing mortgages.

The Trust Term Loan Facilities are repayable in full at maturity, although the Trust has the

option to make early prepayments.

In respect of the unsecured RMB term loan, 20% of the original RMB term loan principal of

RMB128.0 million was repayable on a semi-annual basis in equal instalments starting in

2012 and the remaining was fully repaid on full maturity of the term loan on 30 June 2014.

(b) At the reporting date, secured loans comprise of a RMB term loan of $104.9 million

(RMB495.0 million) (2013: $106.5 million (RMB520.0 million)) and a RMB bridge loan of $nil

(2013: $110.5 million (RMB540.0 million)). Interest rates for the term loan bear interest

referenced against the 3 to 5 years People’s Bank of China (“PBOC”) base lending rate and

1 year PBOC base lending rate for the bridge loan.

As security for the loans, the Trust has granted in favour of the lender the following:

(i) a mortgage over CapitaMall Grand Canyon;

(ii) an assignment of the rental revenue of CapitaMall Grand Canyon; and

(iii) an assignment of the insurance policies relating to CapitaMall Grand Canyon.



10. INTEREST-BEARING BORROWINGS (continued)

In respect of the secured RMB term loan, RMB12.5 million is payable on a semi-annual

basis from June 2014. The outstanding loan balance of RMB407.5 million is payable in full

upon maturity on 19 December 2018. The RMB bridge loan of RMB540.0 million was fully

repaid in 2014.

Terms and debt repayment schedule

Terms and conditions of the outstanding interest-bearing borrowings are as follows:

Nominal

interest

rate per

annum

Year of

maturity

Face

value

Carrying

amount

% $’000 $’000

2014

Group

S$ unsecured floating rate money

market facility 1.54 2015 29,500 29,500

S$ unsecured floating rate loan 1.85 – 1.91 2015 88,000 87,996

S$ unsecured fixed rate loan 2.35 – 2.45 2016 50,000 49,946




S$ unsecured fixed rate loan 2.75 2018 50,000 49,829

RMB secured floating rate term loan 6.00 – 6.40 2018 104,890 104,890


S$ unsecured floating rate loan 1.65 2020 100,000 99,754

672,893 671,713



Terms and debt repayment schedule (continued)

Nominal

interest

rate per

annum

Year of

maturity

Face

value

Carrying

amount

% $’000 $’000

Trust


market facility 1.54 2015 29,500 29,500









568,003 566,823

2013

Group


market facility 1.04 – 1.25 2014 40,000 40,000

S$ unsecured floating/fixed rate loan 1.41 – 2.66 2014 100,000 99,908

RMB unsecured floating rate term loan 6.77 2014 20,962 20,962

RMB secured floating rate bridge loan 6.00 2014 110,544 110,544







RMB secured floating rate term loan 6.40 2018 106,449 106,449

713,458 712,338





Nominal

interest

rate per

annum

Year of

maturity

Face

value

Carrying

amount

% $’000 $’000

Trust


market facility 1.04 – 1.25 2014 40,000 40,000

S$ unsecured floating/fixed rate loan 1.41 – 2.66 2014 100,000 99,908







475,503 474,383

The following are the contractual maturities of non-derivative financial liabilities, including

estimated interest payments and excluding the impact of netting agreements:

Carrying

amount

Contractual

cash flow

Within

1 year

Within 2 to

5 years

After

5 years

$’000 $’000 $’000 $’000 $’000

2014

Group

S$ unsecured floating rate

money market facility 29,500 (29,541) (29,541) – –

S$ unsecured floating rate loan 87,996 (88,410) (88,410) – –

S$ unsecured fixed rate loan 49,946 (51,721) (1,182) (50,539) –

S$ unsecured floating rate loan 49,929 (51,474) (945) (50,529) –

S$ unsecured floating rate loan 50,381 (53,622) (1,030) (52,592) –



RMB secured floating rate term

loan 104,890 (128,173) (11,597) (116,576) –


S$ unsecured floating rate loan 99,754 (116,347) (1,924) (13,978) (100,445)

Trade and other payables

(Note 9) 51,140 (51,140) (51,140) – –

Security deposits 41,158 (41,158) (15,309) (21,643) (4,206)

764,011 (830,873) (205,315) (520,907) (104,651)




Carrying

amount

Contractual

cash flow

Within

1 year

Within 2 to

5 years

After

5 years

$’000 $’000 $’000 $’000 $’000

Trust



S$ unsecured floating rate loan 87,996 (88,410) (88,410) – –


S$ unsecured floating rate loan 49,929 (51,474) (945) (50,529) –





S$ unsecured floating rate loan 99,754 (116,347) (1,924) (13,978) (100,445)


(Note 9) 5,386 (5,386) (5,386) – –

572,209 (615,788) (132,655) (382,688) (100,445)

2013

Group



S$ unsecured floating/fixed

rate loan 99,908 (101,564) (101,564) – –

RMB unsecured floating rate

term loan 20,962 (21,663) (21,663) – –

RMB secured floating rate

bridge loan 110,544 (117,158) (117,158) – –


loans 234,800 (251,106) (3,913) (247,193) –

S$ unsecured fixed rate loans 99,675 (106,067) (2,550) (103,517) –

RMB secured floating rate term

loan 106,449 (136,760) (11,830) (124,930) –


(Note 9) 57,719 (57,719) (57,719) – –

Security deposits 34,980 (34,980) (13,034) (20,121) (1,825)

805,037 (867,090) (369,504) (495,761) (1,825)





Carrying

amount

Contractual

cash flow

Within

1 year

Within 2 to

5 years

After

5 years

$’000 $’000 $’000 $’000 $’000

Trust



S$ unsecured floating/fixed

rate loan 99,908 (101,564) (101,564) – –


loans 234,800 (251,106) (3,913) (247,193) –

S$ unsecured fixed rate loans 99,675 (106,067) (2,550) (103,517) –


(Note 9) 9,060 (9,060) (9,060) – –

483,443 (507,870) (157,160) (350,710) –

It is not expected that the cash flows included in the maturity analysis could occur significantly

earlier, or at significantly different amounts.

11. FINANCIAL DERIVATIVES

Group and Trust

2014 2013

$’000 $’000

Financial derivative assets 1,547 2,044

Financial derivative liabilities (8,605) (5,208)

The following are the contractual maturities of financial derivative assets and liabilities, including

estimated interest payments:

Carrying

amount

Contractual

cash flow

Within

1 year

Within 2 to

5 years

$’000 $’000 $’000 $’000

Group and Trust

Financial derivative assets

2014

Interest rate swaps 1,481 1,793 (1,111) 2,904

Non-deliverable forward 66 66 – 66

1,547 1,859 (1,111) 2,970


11. FINANCIAL DERIVATIVES (continued)

Carrying

amount

Contractual

cash flow

Within

1 year

Within 2 to

5 years

$’000 $’000 $’000 $’000

2013

Interest rate swaps 302 322 (570) 892

Non-deliverable forward 1,742 1,742 1,742 –

2,044 2,064 1,172 892

Financial derivative liabilities

2014

Interest rate swaps (19) (48) (48) –

Non-deliverable forward (8,586) (8,586) (5,669) (2,917)

(8,605) (8,634) (5,717) (2,917)

2013

Interest rate swaps (1,090) (1,261) (1,388) 127

Non-deliverable forward (4,118) (4,118) (1,286) (2,832)

(5,208) (5,379) (2,674) (2,705)

It is not expected that the cash flows included in the maturity analysis could occur significantly

earlier, or at significantly different amounts.

The table also indicates the periods in which the cash flows associated with derivatives that are

expected to occur and impact the statement of total return and Unitholders’ funds.



12. DEFERRED TAX LIABILITIES

Movements in deferred tax liabilities during the financial year are as follows:

At

1 January

Statement

of total

return

(Note 21)

Acquired on

acquisition of

investment

property

Translation

difference

At

31 December

$’000 $’000 $’000 $’000 $’000

Group

2014

Investment properties 154,876 34,364 – 8,722 197,962

Tax on unrepatriated profits 4,744 2,217 – – 6,961

159,620 36,581 – 8,722 204,923

2013

Investment properties 114,258 28,116 4,123 8,379 154,876

Tax on unrepatriated profits – 4,744 – – 4,744

114,258 32,860 4,123 8,379 159,620

Deferred tax assets have not been recognised in respect of the following item because it is not

probable that future taxable profit will be available against which the Group can utilise the

benefits therefrom:

Group

2014 2013

$’000 $’000

Tax losses 48,500 51,106

The tax losses are subject to agreement by the tax authorities and compliance with tax

regulations in the country in which the subsidiaries operate. These tax losses can be carried

forward up to five consecutive years and will expire on the fifth year from which the tax losses

arise.


13. UNITHOLDERS’ FUNDS

Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Net assets resulting from

operations 768,262 627,908 14,662 4,522

Hedging reserve (a) 1,459 (792) 1,459 (792)

Foreign currency translation

reserve (b) 66,043 9,981 – –

Unitholders’ transactions 498,559 538,683 498,559 538,683

General reserve (c) 15,415 11,171 – –

1,349,738 1,186,951 514,680 542,413

(a) The hedging reserve comprises the effective portion of the cumulative net change in the fair

value of cash flow hedging instruments relating to forecast hedged transactions.

(b) The foreign currency translation reserve comprises:

(i) foreign exchange differences arising from the translation of the financial statements of

foreign operations whose functional currencies are different from the functional

currency of the Trust;

(ii) the gains or losses on financial instruments used to hedge the Group’s net investment

in foreign operations that are determined to be effective hedges; and

(iii) the foreign exchange differences on monetary items which form part of the Group’s net

investment in foreign operations, provided certain conditions are met.

(c) General reserve

The subsidiaries incorporated in China are required to transfer 10% of their profits after

taxation, as determined under the accounting principles and relevant financial regulations

of China to the general reserve until the reserve balance reaches 50% of registered capital.

The transfer to this reserve must be made before distribution of dividends to its

shareholders.

General reserve can be used to make good previous years’ losses, if any, and may be

converted to registered capital in proportion to the existing interests of the shareholders,

provided that the balance after such conversion is not less than 25% of the registered

capital.



14. NON-CONTROLLING INTEREST

The following summarises the financial information of the Group’s significant subsidiary with

material non-controlling interest. At the reporting date, the Group only had one subsidiary with

significant non-controlling interest of 49% (2013: 49%), CapitaMalls Wuhu Commercial Property

Co., Ltd..

Group

2014 2013

$’000 $’000

2014

Non-current assets 58,980 55,225

Current assets 5,790 6,727

Non-current liabilities (20,576) (25,311)

Current liabilities (23,882) (19,128)

Net assets 20,312 17,513

Net assets based on percentage shareholdings 9,952 8,581

Add non-controlling interest loans in respect of the Group’s

investment in a subsidiary in China: 18,126 18,333

Net assets attributable to non-controlling interest 28,078 26,914

Revenue 6,802 7,043

Total return after taxation 2,007 4,553

Attributable to non-controlling interest:

Total return after taxation 983 2,231

Add interest relating to non-controlling interest loans in

respect of the Group’s investment in a subsidiary in

China: 774 799

Total return allocated to non-controlling interest 1,757 3,030

Cash flows from operating activities 1,211 2,479

Cash flows used in investing activities (136) (199)

Cash flows used in financing activities (2,376) (2,163)

Net (decrease)/increase in cash and cash equivalents (1,301) 117

There are no dividends paid to non-controlling interest in 2014 and 2013.


15. UNITS IN ISSUE

2014 2013

Number of

Units

Number of

Units

Balance as at beginning of year 803,026,588 748,909,649

New Units issued:

– as payment of Manager’s management fees 3,468,568 2,669,258

– as payment of acquisition fee of CapitaMall Grand

Canyon 2,735,125 –

– in connection with preferential offering exercise

completed on 20 November 2013 – 45,413,704

– as payment of distribution under distribution

reinvestment plan 18,887,423 6,033,977

Total issued Units as at end of year 828,117,704 803,026,588

New Units to be issued:

– as payment of Manager’s management fees 844,273 786,472

Total issued and issuable Units as at end of year 828,961,977 803,813,060

Units issued during the year ended 31 December 2014 are as follows:

(a) On 10 February 2014, the Trust issued 2,735,125 new Units at an issue price of $1.3023 per

Unit as payment of the related acquisition fees of CapitaMall Grand Canyon;

(b) On 27 March 2014, the Trust issued 11,408,589 new Units at an issue price of $1.276 per

Unit as payment of distribution under distribution reinvestment plan for the period from

1 July 2013 to 31 December 2013;

(c) On 31 March 2014, the Trust issued 786,472 new Units at an issue price of $1.311 per Unit

as payment of the performance component of the management fee for the period from

1 October 2013 to 31 December 2013;

(d) On 5 June 2014, the Trust issued 933,248 new Units at an issue price of $1.3861 per Unit


1 January 2014 to 31 March 2014;

(e) On 25 September 2014, the Trust issued 7,478,834 new Units at an issue price of $1.617

per Unit as payment of distribution under distribution reinvestment plan for the period from

1 January 2014 to 30 June 2014;

(f) On 29 September 2014, the Trust issued 930,416 new Units at an issue price of $1.4709 per

Unit as payment of the performance component of the management fee for the period from

1 April 2014 to 30 June 2014;

(g) On 25 November 2014, the Trust issued 818,432 new Units at an issue price of $1.5769 per


1 July 2014 to 30 September 2014.



15. UNITS IN ISSUE (continued)

Units issued during the year ended 31 December 2013 are as follows:

(a) On 28 March 2013, the Trust issued 594,927 new Units at an issue price of $1.6251 per Unit


1 October 2012 to 31 December 2012;

(b) On 6 June 2013, the Trust issued 601,471 new Units at an issue price of $1.7203 per Unit


1 January 2013 to 31 March 2013;

(c) On 25 September 2013, the Trust issued 6,033,977 new Units at an issue price of $1.447

per Unit as payment of distribution under distribution reinvestment plan for the period from

1 January 2013 to 30 June 2013;

(d) On 30 September 2013, the Trust issued 755,049 new Units at an issue price of $1.3993 per


1 April 2013 to 30 June 2013;

(e) On 20 November 2013, the Trust issued 45,413,704 new Units at an issue price of $1.30 per

Unit in connection with the preferential offering exercise to finance the acquisition of

CapitaMall Grand Canyon; and

(f) On 29 November 2013, the Trust issued 717,811 new Units at an issue price of $1.392 per


1 July 2013 to 30 September 2013.

The issue prices were determined based on the volume weighted average traded price for all

trades done on the SGX-ST in the ordinary course of trading for the last 10 business days of the

relevant periods in which the management fees accrue.

Each Unit in the Trust represents an undivided interest in the Trust. The rights and interests of

Unitholders are contained in the Trust Deed and include the right to:

• one vote per Unit;

• receive income and other distributions attributable to the Units held;

• participate in the termination of the Trust by receiving a share of all net cash proceeds

derived from the realisation of the assets of the Trust less any liabilities, in accordance with

their proportionate interests in the Trust. However, a Unitholder has no equitable or

proprietary interest in the underlying assets of the Trust and is not entitled to the transfer

to it of any assets (or part thereof) or any estate or interest in any asset (or part thereof) of

the Trust; and

• attend all Unitholders’ meetings. The Trustee or the Manager may (and the Manager shall

at the request in writing of not less than 50 Unitholders or one-tenth in number of

Unitholders, whichever is lesser) at any time convene a meeting of Unitholders in

accordance with the provisions of the Trust Deed.


15. UNITS IN ISSUE (continued)

The restrictions of a Unitholder include the following:

• a Unitholder’s right is limited to the right to require due administration of the Trust in

accordance with the provisions of the Trust Deed; and

• a Unitholder has no right to request the Manager to redeem his Units while the Units are

listed on the SGX-ST.

A Unitholder’s liability is limited to the amount paid or payable for any unit in the Trust. The

provisions of the Trust Deed provide that no Unitholder will be personally liable to indemnify the

Trustee or any creditor of the Trustee in the event that the liabilities of the Trust exceed its assets.

16. TOTAL UNITHOLDERS’ DISTRIBUTION

Unitholders’ distribution for the year is accounted for as distribution from operations and

distribution from Unitholders’ contributions:

(a) Distribution from operations

This refers to distribution made by the Trust that is represented by income received or

receivable during the financial year, as the case may be, net of expenses. Such income

comprises mainly the following:

• dividend from subsidiaries in Barbados and Singapore paid out of dividend declared

by the subsidiaries in China;

• dividend from subsidiaries in Barbados and Singapore paid out of net interest income

earned by subsidiaries in Barbados and Singapore on shareholders’ loans extended

to subsidiaries in China; and

• interest income earned by the Trust on shareholders’ loans extended to subsidiaries in

Barbados and Singapore.

The above income originates from profits and income derived by the subsidiaries in China

in respect of the current financial year.

(b) Distribution from Unitholders’ contributions

This refers to the amount of distribution made by the Trust for the financial year where the

underlying cash is not, or may not be, received or receivable as income by the Trust during

that period. Such distribution comprises mainly the following:

• profits from operations arising from the investment properties which are declared as

dividend income after the financial year, as the case may be, and accordingly also

received as dividends by the Trust after that year;

• profits from operations arising from the investment properties which cannot be

declared as dividends;

• adjustment for depreciation expenses of the investment properties; and



16. TOTAL UNITHOLDERS’ DISTRIBUTION (continued)

(b) Distribution from Unitholders’ contributions (continued)

• adjustments for trust expenses that are paid in Units, foreign currency differences

attributable to net investment hedges undertaken by the Trust and certain unrealised

expenses.

Income available for distribution to Unitholders at end of the year

Distributions are made on a semi-annual basis, with the amount calculated as at 30 June and

31 December each year for the six-month period ending on each of the said dates. In

accordance with the provisions of the Trust Deed, the Manager is required to pay distributions

within 90 days of the end of each distribution period. Distributions, when paid, will be in

Singapore dollars.

Distributions for the period from 1 January 2014 to 30 June 2014 had been paid on 25

September 2014. Distributions for the period from 1 July 2014 to 31 December 2014 will be paid

within 90 days of the end of the distribution period, in accordance with the provisions of the Trust

Deed.

17. OTHER PROPERTY OPERATING EXPENSES

Group

2014 2013

Note $’000 $’000

Utilities 7,223 5,304

Advertising and promotion 3,989 3,447

Maintenance 7,925 6,088

Staff costs 9,060 7,311

Depreciation of plant and equipment 5 2,697 2,032

Impairment losses/(write-back) on trade

receivables, net 7 28 (58)

Amortisation of deferred expenditure included in

other receivables 57 56

Plant and equipment written off 81 176

Others 1,924 1,468

32,984 25,824

Included in staff costs is contribution to defined contribution plans of $1.7 million (2013: $1.4

million).


18. MANAGER’S MANAGEMENT FEES

Manager’s management fees comprise base fee of $5.5 million (2013: $4.3 million) and

performance fee of $5.3 million (2013: $4.1 million). The Manager has elected to receive all the

performance fee in the form of Units. $4.0 million (2013: $3.1 million) of the $5.3 million (2013:

$4.1 million) of performance component of the Manager’s management fee was paid during the

year through the issue of 2,682,096 Units (2013: 2,074,331 Units). The remaining $1.3 million

(2013: $1.0 million) will be paid through the issue of 844,273 new Units (2013: 786,472 new

Units) subsequent to the year end.

19. OTHER TRUST OPERATING EXPENSES/(INCOME)

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Professional fees 191 321 28 136

Acquisition related expenses 888 – – –

Non-deal roadshow expenses 10 – 10 –

Others 1,062 105 499 (401)

2,151 426 537 (265)

20. FINANCE INCOME AND FINANCE COSTS

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Interest income:

– financial institutions 874 1,133 29 119

– subsidiaries – – 24,376 24,091

Finance income 874 1,133 24,405 24,210

Interest expenses (21,212) (10,987) (11,980) (9,442)

Other finance costs (714) (342) (490) (342)

Finance costs (21,926) (11,329) (12,470) (9,784)

Net finance (costs)/income

recognised in statement of total

return (21,052) (10,196) 11,935 14,426



21. TAXATION

Group Trust

2014 2013 2014 2013

Note $’000 $’000 $’000 $’000

Current taxation

Current year 19,487 16,607 – 15

Under/(over) provision in

prior years 1,041 (962) 8 5

20,528 15,645 8 20

Deferred taxation

Origination of temporary

differences 12 36,581 32,860 – –

Income tax expense 57,109 48,505 8 20

Reconciliation of effective tax rate

Group Trust

2014 2013 2014 2013

$’000 $’000 $’000 $’000

Total return for the year before

taxation 203,464 184,453 10,148 14,057

Tax calculated using Singapore tax

rate of 17% 34,589 31,357 1,725 2,390

Adjustments:

Effect of different tax rates in foreign

jurisdictions 10,157 8,310 – –

Income not subject to tax (27) (401) (6,959) (9,917)

Expenses not deductible for tax

purposes – – 1,186 4,273

Deferred tax assets not recognised 562 – – –

Utilisation of previously unrecognised

tax losses – (3,196) – –

Tax losses not allowed to be carried

forward 4,049 3,270 4,048 3,269

Foreign tax suffered 6,738 10,127 – –

Under/(over) provision in prior years 1,041 (962) 8 5

57,109 48,505 8 20


22. EARNINGS PER UNIT

The calculation of basic earnings per unit is based on weighted average number of Units during

the year and total return for the year after taxation and non-controlling interest before

distribution.

Group

2014 2013

$’000 $’000

Total return for the year after taxation and non-controlling interest

before distribution 144,598 132,918

Trust

Number

of Units

Number

of Units

2014 2013

’000 ’000

Issued Units at beginning of year 803,027 748,910

Effect of creation of new Units:

– Manager’s management fees paid/payable in Units 13,876 6,362

– As payment of acquisition fee of CapitaMall Grand Canyon 337 –

– Units issued in connection with preferential offering exercise

completed on 20 November 2013 – 3,332

– As payment of distribution under distribution reinvestment plan 372 79

Weighted average number of issued and issuable Units

at end of year 817,612 758,683

Diluted earnings per unit is the same as the basic earnings per unit as there are no dilutive

instruments in issue during the year.

Group

2014 2013

$’000 $’000

Amount available for distribution to Unitholders at end of the year 80,882 70,060

23. RELATED PARTY TRANSACTIONS

For the purposes of these financial statements, parties are considered to be related to the Group

if the Group has the ability, directly or indirectly, to control the party or exercise significant

influence over the party in making financial and operating decisions, or vice versa, or where the

Group and the party are subject to common significant influence. Related parties may be

individuals or other entities. The Manager, being CapitaRetail China Trust Management Limited

is an indirect wholly-owned subsidiary of a substantial Unitholder of the Trust. The Property and

Project Managers, being CapitaLand Retail (Shanghai) Management & Consulting Co., Ltd. and

CapitaLand Retail (Beijing) Facilities & Projects Consulting Co., Ltd. are indirect wholly-owned

subsidiaries of a substantial Unitholder of the Trust.



23. RELATED PARTY TRANSACTIONS (continued)

In the normal course of the operations of the Trust, the Manager’s management fees and the

Trustee’s fees have been paid or are payable to the Manager and Trustee respectively. The

property management fees, reimbursables and project management fees have been paid or are

payable to the Property and Project Managers respectively.

24. FINANCIAL RATIOS

Group

2014 2013

% %

Ratio of expenses to average net asset value1

– including performance component of Manager’s management

fees 1.03 0.89

– excluding performance component of Manager’s management

fees 0.61 0.52

Portfolio turnover rate2 – –

Notes:

1 The annualised ratio is computed in accordance with the guidelines of the Investment Management Association of

Singapore. The expenses used in the computation relate to expenses at the Group level, excluding property related

expenses and borrowing costs.

2 The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the

Group expressed as a percentage of weighted average net asset value.

25. OPERATING SEGMENTS

The Group has ten reportable segments, as described below, which are the Group’s investment

properties. The investment properties are managed separately because they require different

operating and marketing strategies. For each of the investment properties, the CODMs review

internal management reports on a monthly basis.

All of the Group’s reportable segments are investment properties located in China used primarily

for retail purposes. The reporting segments are as follows:

• CapitaMall Xizhimen

• CapitaMall Wangjing

• CapitaMall Grand Canyon

• CapitaMall Anzhen

• CapitaMall Erqi

• CapitaMall Minzhongleyuan

• CapitaMall Shuangjing

• CapitaMall Qibao

• CapitaMall Saihan

• CapitaMall Wuhu

Segment revenue comprises mainly income generated from its tenants. Segment net property

income represents the income earned by each segment after allocating property operating

expenses. This is the measure reported to the CODMs for the purpose of assessment of

segment performance. In addition, the CODMs monitor the non-financial assets as well as

financial assets attributable to each segment when assessing segment performance.


25. OPERATING SEGMENTS (continued)

Segment results, assets and liabilities include items directly attributable to a segment as well as

those that can be allocated on a reasonable basis. Unallocated items comprise mainly the

Trust’s financial assets and liabilities and its expenses. Segment capital expenditure is the total

cost incurred during the year to acquire segment assets that are expected to be used for more

than one year.

Information regarding the Group’s reportable segments is presented in the tables in the

following pages.

For the purpose of monitoring segment performance, the Group’s CODMs monitor the

non-financial assets as well as financial assets attributable to each segment.



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25. OPERATING SEGMENTS (continued)

Reconciliations of reportable segment revenues, total return, assets and liabilities and

other material items

2014 2013

$’000 $’000

Revenue

Total revenue for reporting segments 203,262 160,075

Total return

Total return for reportable segments before taxation 227,257 201,361

Unallocated amounts:

– Other corporate expenses (23,793) (16,908)

Total return before taxation 203,464 184,453

Assets

Total assets for reportable segments 2,355,843 2,181,125

Other unallocated amounts 2,219 3,166

Consolidated assets 2,358,062 2,184,291

Liabilities

Total liabilities for reportable segments 399,339 481,308

Other unallocated amounts 580,907 489,118

Consolidated liabilities 980,246 970,426

Reportable

segment

totals

Unallocated

amounts

Consolidated

totals

$’000 $’000 $’000

Other material items 2014

Finance income 845 29 874

Finance costs (10,426) (11,500) (21,926)

Other material items 2013

Finance income 1,010 123 1,133

Finance costs (1,545) (9,784) (11,329)

Geographical segments

All of the Group’s investment properties are used for retail purposes and are primarily located

in China.

Major tenant

Revenue from one tenant of the Group represents approximately $36.6 million (2013: $35.5

million) of the Group’s total revenue.


26. COMMITMENTS

(a) Capital commitments

Group

2014 2013

$’000 $’000

Payable:

– contracted but not provided for 3,636 4,023

(b) The Group leases out its investment properties. Operating lease rentals are receivable as

follows:

Group

2014 2013

$’000 $’000

Receivable:

– within 1 year 175,125 158,326

– after 1 year but within 5 years 414,530 364,307

– after 5 years 372,730 412,612

962,385 935,245

(c) The Group has non-cancellable leases with rentals payable as follows:

Group

2014 2013

$’000 $’000

Payable:

– within 1 year 4,782 5,819

– after 1 year but within 5 years 25,386 23,992

– after 5 years 27,795 32,854

57,963 62,665



27. CAPITAL AND FINANCIAL RISK MANAGEMENT

Capital management

The Group’s objectives when managing capital are to optimise Unitholders’ value through the

mix of available capital sources which include debt and equity instruments whilst complying with

statutory and constitutional capital and distribution requirements, maintaining aggregate

leverage and interest service coverage ratios within approved limits. As a key part of the Group’s

overall strategy, the Board of the Manager reviews the Group and the Trust’s debt and capital

management cum financing policy regularly so as to optimise the Group and the Trust’s funding

structure. The Board also monitors the Group and the Trust’s exposure to various risk elements

by closely adhering to clearly established management policies and procedures.

The Group is subject to the aggregate leverage limit as defined in Appendix 6 of the CIS Code

(“Property Fund Appendix”). The Property Fund Appendix stipulates that the total borrowings

and deferred payments (together, the “Aggregate Leverage”) of a property fund should not

exceed 35.0% of its Deposited Property except that the Aggregate Leverage of a property fund

may exceed 35.0% of its Deposited Property (up to a maximum of 60.0%) if a credit rating of the

property fund from Fitch Inc., Moody’s or Standard and Poor’s is obtained and disclosed to the

public. The Group’s aggregate leverage limit did not exceed 35.0% during the year, and was

28.7% (2013: 32.6%) as at 31 December 2014. In computing the aggregate leverage, the Trust

has considered the effect of hedging the net assets denominated in RMB.

There were no changes in the Group’s approach to capital management during the financial

year.

Financial risk management

Overview

The Group’s returns are primarily from net operating income and capital appreciation of its

assets. However, these returns are exposed to financial risks including credit, liquidity, interest

rate and foreign currency risks.

Financial risk management is integral to the whole business of the Group. The Group adopts an

integrated approach to manage the financial risks arising in the normal course of the Group’s

business. The Group has written risk management policies and guidelines, and established

processes to monitor and manage significant exposures. Risk management policies and

processes are reviewed regularly to reflect changes in market conditions and the Group’s

activities.

The Group adheres to standardised accounting and financial policies and exercises effective

controls over the financial affairs of its subsidiaries. This is achieved by ensuring group-wide

adherence to a comprehensive set of guidelines covering contracts, policies and procedures

and other requirements. Adequate measures are in place to ensure that the reliability and

integrity of financial information compiled from subsidiaries are kept intact.

Credit risk

While it is necessary to assume a certain level of tenant credit risks to remain competitive in

China, the Group has established credit limits for tenants and monitors their balances on an

ongoing basis. Risks associated with credit limits are reflected in the level of security deposits

and bank guarantees placed as collateral in respect of the leases. Appropriate risk mitigating

actions are in place to manage trade receivables.


27. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

Financial risk management (continued)

Credit risk (continued)

The Group establishes an allowance for impairment that represents its estimate of incurred

losses in respect of trade and other receivables. The main components of this allowance are a

specific loss component that relates to individually significant exposures, and a collective loss

component established for groups of similar assets in respect of losses that have been incurred

but not yet identified. The collective loss allowance is determined based on historical data of

payment statistics for similar financial assets.

The allowance account in respect of trade and other receivables is used to record impairment

losses unless the Group is satisfied that no recovery of the amount owing is possible. At that

point, the financial asset is considered irrecoverable and the amount charged to the allowance

account is written off against the carrying amount of the impaired financial asset.

Cash and fixed deposits are placed with banks and financial institutions which are regulated.

Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed

adequate by management to finance the Group’s operations and to mitigate the effects of

fluctuations in cash flows. Typically the Group ensures that it has sufficient cash on demand to

meet expected operational expenses for a reasonable period, including the servicing of

financial obligations.

In addition, the Group maintains the following debt facilities and programme as at 31 December

2014.

RMB denominated facility:

• the RMB495.0 million five-year secured term loan facility

S$ denominated facilities:

• the S$151.0 million money market line facilities













Liquidity risk (continued)

US$ denominated facility:

• the US$50.0 million money market line facility

Multicurrency Medium Term Notes:

• the $500.0 million multicurrency Medium Term Note (“MTN”) Programme

As at 31 December 2014, the Group has drawn down $538.5 million of its trust term loan facilities

and $29.5 million of the money market facility. The Group has also drawn down RMB495.0 million

of the five-year secured term loan facility.

The Group also monitors and observes the Property Fund Appendix issued by MAS concerning

limits on total borrowings.

Interest rate risk

The Manager adopts a proactive interest rate management policy to manage the risk associated

with changes in interest rates on the Group’s loan facilities while also seeking to ensure that the

ongoing cost of debt remains competitive.

As at 31 December 2014, the Group has interest rate swaps (“IRS”) with notional contract

amount of $388.5 million (2013: $315.5 million). The Group pays a fixed rate interest and

receives a variable rate equal to the Swap Offer Rate (“SOR”) on the notional contract amount.

The Group classifies the IRS as cash flow hedges to hedge the exposure to changes in the

variability of interest rate fluctuations on certain of its term loans.

The term loans and the underlying IRS have the same terms and conditions.

The Manager proactively seeks to minimise the level of interest rate risk by locking the majority

of the Group’s borrowings at fixed rates. As at 31 December 2014, the Group has locked in

approximately 72.6% (2013: 61.0%) of its borrowings at fixed rates.

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial liabilities at fair value through profit or

loss and the Group does not designate interest rate derivatives as hedging instruments under

a fair value hedge accounting model. Therefore a change in interest rates at the reporting date

would not affect the statement of total return.

Cash flow sensitivity analysis for variable rate instruments

The net change in fair value of the interest component of IRS as at 31 December 2014 of $2.3

million (2013: $0.2 million), representing the effective portion of the cash flow hedge, has been

recognised directly in hedging reserves.




Interest rate risk (continued)

Cash flow sensitivity analysis for variable rate instruments (continued)

Effects of a 100 basis point (“bp”)* movement in interest rate at the reporting date would

increase/(decrease) statement of total return and Unitholders’ funds by the amounts shown

below. This analysis assumes that all other variables, in particular foreign currency rates, remain

constant. The analysis is performed on the same basis for 2013.

* 100 basis point is equivalent to 1 percentage point

Statement of

total return Unitholders’ funds

100 bp

increase

100 bp

decrease

100 bp

increase

100 bp

decrease

$’million $’million $’million $’million

Group and Trust

2014

Interest rate swaps – – (3.1) 3.1

Variable rate instruments (1.8) 1.8 – –

Cash flow sensitivity (net) (1.8) 1.8 (3.1) 3.1

2013

Interest rate swaps – – (1.9) 1.9

Variable rate instruments (0.5) 0.5 – –

Cash flow sensitivity (net) (0.5) 0.5 (1.9) 1.9

Foreign currency risk

The Group is exposed to foreign currency risk on cash holdings and operating expenses that are

denominated in a currency other than the respective functional currencies of the Group entities.

The currencies giving rise to this risk are primarily the United States dollar (“US dollar”) and

Chinese Renminbi (“RMB”).

As the Trust intends to be a long term investor in China, the Manager has taken a view not to

hedge the RMB equity exposure arising from its investments in China unless certain risks are

specifically identified. The Manager’s strategy is to achieve a natural hedge through local RMB

financing and any non-RMB denominated loan will be hedged into RMB where possible, to

protect the going concern of the Trust in the event of large currency fluctuation. However, the

Manager will hedge the RMB cash flow from operations if it is determined with certainty that they

are to be remitted back to Singapore for distribution purposes.





Foreign currency risk (continued)

The Group’s and Trust’s exposures to foreign currency are as follows:

US Dollars RMB Total

S$’000 S$’000 S$’000

Group

2014

Cash and cash equivalents 193 94 287

2013


US Dollars RMB Total

S$’000 S$’000 S$’000

Trust

2014

Loans to subsidiaries 326,428 – 326,428

Non-trade amounts due from subsidiaries 165,060 – 165,060


491,519 79 491,598

2013

Loans to subsidiaries 315,480 – 315,480

Non-trade amounts due from subsidiaries 159,677 – 159,677


475,168 71 475,239

Sensitivity analysis

A 10% strengthening of Singapore dollar against the US dollar and RMB at the reporting date

would increase/(decrease) total return after tax by the amounts shown below. This analysis

assumes that all other variables, in particular interest rates, remain constant. The analysis is

performed on the same basis for 2013.

Statements of total return

Group Trust

$’000 $’000

2014

US dollars (19) (49,152)

RMB (9) (8)




Foreign currency risk (continued)

Sensitivity analysis (continued)

Statements of total return

Group Trust

$’000 $’000

2013

US dollars (17) (47,517)

RMB (9) (7)

A 10% weakening of Singapore dollar against the US dollar and RMB would have had the equal

but opposite effect on the US dollar and RMB to the amounts shown above, on the basis that all

other variables remain constant.

Hedge of net investment in foreign operation

The non-deliverable forwards (“NDF”) of $258.0 million (2013: $288.0 million) are designated as

hedges of the Group’s net investment in certain subsidiaries in China.

The net change in fair value of the net investment hedge comprised the effective portion of $7.0

million (2013: $21.6 million) which was recognised in the foreign currency translation reserve.

Sensitivity analysis

For NDF (accounted for as net investment hedges), a change of 10% in foreign exchange rate

at the reporting date would increase/(decrease) Unitholders’ funds as at 31 December 2014 by

the amounts shown below. This analysis assumes that all other variables, in particular interest

rates, remain constant. The analysis is performed on the same basis for 2013.

Unitholders’ funds

10% increase 10% decrease

$’million $’million

Group

2014

Non-deliverable forwards 20.1 (24.6)

2013

Non-deliverable forwards 21.9 (26.8)




Accounting classifications and fair values

Fair values versus carrying amounts

Note

Loans and

receivables

Fair value –

hedging

instruments

Other financial

liabilities

within scope

of FRS 39

Total

carrying

amount Fair value

$’000 $’000 $’000 $’000 $’000

Group

2014

Trade and other receivables 7 5,860 – – 5,860 5,860

Cash and cash equivalents 8 86,626 – – 86,626 86,626

Financial derivative assets 11 – 1,547 – 1,547 1,547

92,486 1,547 – 94,033 94,033

Trade and other payables 9 – – 51,140 51,140 51,140

Security deposits – – 41,158 41,158 39,782

Interest-bearing borrowings 10 – – 671,713 671,713 672,943

Financial derivative liabilities 11 – 8,605 – 8,605 8,605

– 8,605 764,011 772,616 772,470

2013

Trade and other receivables 7 6,246 – – 6,246 6,246

Cash and cash equivalents 8 105,457 – – 105,457 105,457


111,703 2,044 – 113,747 113,747


Security deposits – – 34,980 34,980 33,803



– 5,208 805,037 810,245 812,234



Accounting classifications and fair values (continued)

Fair values versus carrying amounts (continued)

Note

Loans and

receivables

Fair value –

hedging

instruments

Other financial

liabilities

within scope

of FRS 39

Total

carrying

amount Fair value

$’000 $’000 $’000 $’000 $’000

Trust

2014

Non-trade amounts due from

subsidiaries 6 18,693 – – 18,693 18,693

Trade and other receivables 7 201 – – 201 201

Cash and cash equivalents 8 238 – – 238 238


19,132 1,547 – 20,679 20,679




– 8,605 572,209 580,814 582,044

2013

Non-trade amounts due from

subsidiaries 6 17,954 – – 17,954 17,954

Trade and other receivables 7 219 – – 219 219

Cash and cash equivalents 8 249 – – 249 249


18,422 2,044 – 20,466 20,466




– 5,208 483,443 488,651 491,817




Accounting classifications and fair values (continued)

Estimation of fair value

The following summarises the significant methods and assumptions used in estimating the fair

values of financial instruments of the Group and Trust.

Investment Properties

Refer to Note 4 on the valuation methods used to arrive at the fair value of investment properties.

Financial derivatives

The fair value of non-deliverable forwards is based on banks’ quotes. These quotes are tested

for reasonableness by discounting the difference between the contractual forward price and the

current forward price for the residual maturity of the contract using a risk-free interest rate

(based on government bonds).

The fair value of interest rate swaps is based on banks’ quotes. These quotes are tested for

reasonableness by discounting estimated future cash flows based on the terms and maturity of

each contract and using market interest rates for a similar instrument at the measurement date.

Interest-bearing borrowings

Fair value, which is determined for disclosure purposes, is calculated based on the present

value of future principal and interest cash flows, discounted at the market rate of interest at the

reporting date.

Other financial assets and liabilities

The carrying amounts of financial assets and liabilities with a maturity of less than one year

(including trade and other receivables, cash and cash equivalents, trade and other payables

and current security deposits) are assumed to approximate their fair values because of the short

period to maturity. All other financial assets and liabilities (non-current security deposits) are

discounted to determine their fair values.

Interest rates used in determining fair values

The interest rates used to discount estimated cash flows, where applicable, are based on the

forward yield curve as at 31 December 2014 plus an adequate constant credit spread, and are

as follows:

2014 2013

% p.a. % p.a.

Interest-bearing borrowings 1.31-6.40 1.04-6.77

Security deposits 1.84 1.85



Fair value hierarchy

The table below analyses financial and non-financial instruments carried at fair value, by

valuation method. The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

• Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Group and Trust

2014

Financial instruments

Non-deliverable forwards – (8,520) – (8,520)

Interest rate swaps – 1,462 – 1,462

– (7,058) – (7,058)

Non-financial instruments

Investment properties – – 2,250,783 2,250,783

– (7,058) 2,250,783 2,243,725

2013

Financial instruments

Non-deliverable forwards – (2,376) – (2,376)

Interest rate swaps – (788) – (788)

– (3,164) – (3,164)

Non-financial instruments

Investment properties – – 2,058,094 2,058,094

– (3,164) 2,058,094 2,054,930

Financial assets and financial liabilities not carried at fair value but for which fair values

are disclosed

Non-current security deposits and fixed rates interest-bearing borrowings which are level 2

financial instruments has fair value of $24.5 million and $100.0 million (2013: $20.8 million and

$102.0 million) respectively.




Fair value hierarchy (continued)

Level 3 fair values

The reconciliation from the beginning balances to the ending balances for Level 3 fair valuemeasurements of investment properties is disclosed in Note 4.

The following table shows the key unobservable inputs used in the valuation models:

Valuation methods Key unobservable inputs

Inter-relationship between

key unobservable inputs and

fair value measurement

Capitalisation approach • Capitalisation rate (5.75%)

(2013: from 5.00% to

6.75%)

The fair value increases as

capitalisation rates decreases.

Discounted cash flows

approach

• Discount rates

(from 7.00% to 11.00%)

(2013: from 8.75% to

11.00%)


discount rates and terminal

rates decreases.

• Terminal rates

(from 4.00% to 6.50%)

(2013: from 5.50% to

6.75%)

Term and reversion

approach

• Term and reversion rates

(from 4.25% to 10.50%)

(2013: from 5.50% to

7.00%)


term and reversion rates

decreases.

Key unobservable inputs

Key unobservable inputs correspond to:

• Investment property yields derived from specialised publications from the related marketsand comparable transactions.

• Discount rate, based on the risk-free rate for 10-year bonds issued by the government inthe relevant market.

Offsetting financial assets and financial liabilities

The disclosures set out in the tables below include financial assets and financial liabilities that:

• are offset in the Trust’s statements of financial position; or

• are subject to an enforceable master netting arrangement, irrespective of whether they areoffset in the statement of financial position

Financial instruments such as loans and receivables and financial liabilities are not disclosed inthe tables below unless they are offset in the statements of financial position.

The Trust’s derivative transactions that are not transacted on an exchange are entered into under

International Swaps and Derivatives Association (“ISDA”) Master Agreements. In certain

circumstances, for example when a termination event such as a default occurs, all outstanding

transactions under the agreement are terminated, the termination value is assessed and only a

single net amount is due or payable in settlement of all transactions.



Fair value hierarchy (continued)

Offsetting financial assets and financial liabilities (continued)

Under the agreements signed, the Trust and its counterparties neither have a legal obligation

nor intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously.

In addition, the right of set-off of recognised amounts is enforceable only following the

occurrence of a termination event as set out in the agreements. Accordingly, the ISDA

agreements do not meet the criteria for offsetting and the derivatives financial instruments

presented below are not offset in the Statement of Financial Position.

Financial assets and liabilities subject to offsetting and enforceable master netting

arrangement under termination events

Gross

amounts of

recognised

financial

instruments

Gross amount

of recognised

financial

instruments

offset in the

statement of

financial

position

Net amounts

of financial

instruments

presented in

the statement

of financial

position

Related

amounts not

offset in the

statement of

financial

position Net amounts

$’000 $’000 $’000 $’000 $’000

31 December 2014

Financial assets

Interest rate swaps 1,481 – 1,481 (13) 1,468

Non-deliverable forward 66 – 66 (66) –

1,547 – 1,547 (79) 1,468

Financial liabilities

Interest rate swaps 19 – 19 (13) 6

Non-deliverable forward 8,586 – 8,586 (66) 8,520

8,605 – 8,605 (79) 8,526

31 December 2013

Financial assets

Interest rate swaps 302 – 302 (139) 163

Non-deliverable forward 1,742 – 1,742 (1,240) 502

2,044 – 2,044 (1,379) 665

Financial liabilities

Interest rate swaps 1,090 – 1,090 (139) 951

Non-deliverable forward 4,118 – 4,118 (1,240) 2,878

5,208 – 5,208 (1,379) 3,829

28. SUBSEQUENT EVENTS

On 29 January 2015, the Manager declared a distribution of 4.83 cents per Unit to Unitholders

in respect of the period from 1 July 2014 to 31 December 2014.



The transactions entered into with interested persons during the financial year, which fall under the

Listing Manual and the Property Funds Appendix of the CIS Code (excluding transactions of less than

$100,000 each), are as follows:

Name of Interested Persons

Aggregate value of all

interested person

transactions during the

financial year under review

(excluding transactions of

less than S$100,000 and

transactions conducted

under shareholder’s

mandate pursuant to

Rule 920)

S$’000

Aggregate value of all

interested person

transactions during the

financial year under review

under shareholder’s

mandate pursuant to

Rule 920 (excluding

transactions less than

S$100,000)

S$’000

CapitaLand Limited and its subsidiaries or associates

– Management fees1 10,822 –

– Property management fees

(including reimbursables) 10,302 –

HSBC Institutional Trust Services (Singapore) Limited

Trustee’s fees 362 –

1 For the purposes of Rule 907 of the Listing Manual of the SGX-ST, in arriving at this figure, the market price of the units (being

the closing price of the units traded on the SGX-ST on the relevant date of issue of the units) issued to the Manager for its

management fees, was used to determine the amount of the aggregate asset management fees paid to the Manager for the

period from 1 January 2014 to 31 December 2014.

Saved as disclosed above, there were no additional Interested Person Transactions (excluding

transactions of less than S$100,000 each) entered into during the financial period under review.

The fees and charges payable by CRCT to the Manager under the Trust Deed, and to the Property

Managers under the Property Management Agreements (collectively, the “Exempted Agreements”),

each of which constitutes a Interested Person Transaction, are deemed to have been specifically

approved by the Unitholder upon purchase of the Units and are therefore not subject to Rules 905

and 906 of the Listing Manual to the extent that there is no subsequent change to the rates and/or

bases of the fees charged thereunder which will affect CRCT. However, the renewal of such

agreements will be subject to Rules 905 and 906 of the Listing Manual.

Please also see Related Party Transactions on note 23 in the financial statements.

SUBSCRIPTION OF CRCT UNITS

An aggregate of 3,468,568 Units were issued in relation to the performance component of the

Manager’s management fee paid during the year. As at 31 December 2014, 828,961,977 Units were

in issue and outstanding. In the first quarter of 2015, 844,273 Units will be issued to the Manager as

part payment of the performance component of its management fee for the fourth quarter of 2014.

Interested Person Transactions


ISSUED AND FULLY PAID UNITS

828,117,704 Units (voting rights: 1 vote per Unit)

Market Capitalisation: S$1,378,815,977.16 (based on closing Unit price of S$1.665 on 23 February

2015)

DISTRIBUTION OF UNITHOLDINGS

Size of Holdings

No. of

Unitholders % No. of Units %

1 – 99 32 0.41 1,458 0.00

100 – 1,000 1,717 22.09 1,673,084 0.20

1,001 – 10,000 4,249 54.66 18,220,651 2.20

10,001 – 1,000,000 1,755 22.57 72,882,069 8.80

1,000,001 and above 21 0.27 735,340,442 88.80

7,774 100.00 828,117,704 100.00

LOCATION OF UNITHOLDERS

Country

No. of

Unitholders % No. of Units %

Singapore 7,581 97.52 823,378,259 99.43

Malaysia 110 1.41 2,577,879 0.31

Others 83 1.07 2,161,566 0.26

7,774 100.00 828,117,704 100.00

TWENTY LARGEST UNITHOLDERS

S/No. Name No. of Units %

1 HSBC (Singapore) Nominees Pte Ltd 175,990,578 21.25

2 Retail Crown Pte. Ltd. 157,033,221 18.96

3 DBS Nominees (Private) Limited 138,939,292 16.78

4 Citibank Nominees Singapore Pte Ltd 111,723,549 13.49

5 DBSN Services Pte. Ltd. 41,004,283 4.95

6 CapitaRetail China Trust Management Limited 31,843,543 3.85

7 DB Nominees (Singapore) Pte Ltd 18,089,178 2.18

8 Raffles Nominees (Pte) Limited 15,844,747 1.91

9 United Overseas Bank Nominees (Private) Limited 14,455,106 1.75

10 BNP Paribas Securities Services Singapore Branch 5,936,373 0.72

11 DBS Vickers Securities (Singapore) Pte Ltd 4,134,458 0.50

12 Koo Boon Hooi (Qiu Wenhui) 4,100,083 0.50

13 Bank Of Singapore Nominees Pte. Ltd. 3,084,629 0.37

14 Morgan Stanley Asia (Singapore) Securities Pte Ltd 2,862,499 0.35

15 Phillip Securities Pte Ltd 1,879,412 0.23

16 OCBC Securities Private Limited 1,647,290 0.20

17 ABN AMRO Nominees Singapore Pte Ltd 1,614,469 0.19

18 OCBC Nominees Singapore Private Limited 1,504,035 0.18

19 Siong Lim Private Limited 1,249,740 0.15

20 Societe Generale, Singapore Branch 1,240,957 0.15

734,177,442 88.66

Unitholders’ StatisticsAs at 23 February 2015


DIRECTORS’ INTERESTS IN UNITS AND CONVERTIBLE SECURITIES AS AT 21 JANUARY 2015

Based on the Register of Directors’ Unitholdings, save for those disclosed below, none of the

Directors holds any interest in Units and convertible securities issued by CRCT.

No. of Units

Name of Director Direct Interest Deemed Interest

Liew Cheng San Victor 121,319 –

Lim Ming Yan 181,154 –

Fong Heng Boo 10,340 –

Ng Kok Siong 251,000 –

Tony Tan Tee Hieong 34,989 –

SUBSTANTIAL UNITHOLDERS’ UNITHOLDINGS AS AT 23 FEBRUARY 2015

Based on the information available to the Manager as at 23 February 2015, the unitholdings of

Substantial Unitholders of CRCT are as follows:

Name of Substantial Unitholder

Direct Interest Deemed Interest

No. of Units % No. of Units %

Temasek Holdings (Private) Limited (THPL) – – 314,985,9161 38.04

CapitaLand Limited (CL) – – 311,581,7642 37.63

CapitaMalls Asia Limited (CMA) – – 311,581,7643 37.63

CapitaLand Retail China Pte. Ltd. (CLRC) – – 157,033,2214 18.96

Retail Crown Pte. Ltd. 157,033,221 18.96 – –

HSBC Institutional Trust Services (Singapore)

Limited, as trustee of CapitaMall Trust 122,705,000 14.82 – –

Matthews International Capital Management,

LLC (MICM) – – 60,253,0005 7.28

Matthews International Funds (MIF) – – 48,680,0006 5.88

AIA Group Limited (AIAGL) – – 44,302,0007 5.35

AIA Company Limited (AIACL) 50,000 0.01 44,252,0008 5.34

AIA Singapore Private Limited 44,252,000 5.34 – –

1 THPL is deemed to have an interest in the unitholdings in which its associated companies have or are deemed to have aninterest pursuant to Section 4 of the Securities and Futures Act, Chapter 289 of Singapore. THPL is wholly-owned by theMinister for Finance.

2 CL is deemed to have an interest in the unitholdings of HSBC Institutional Trust Services (Singapore) Limited, as trustee ofCapitaMall Trust and its indirect wholly-owned subsidiaries namely, Retail Crown Pte. Ltd. and the Manager.

3 CMA is deemed to have an interest in the unitholdings of HSBC Institutional Trust Services (Singapore) Limited, as trustee ofCapitaMall Trust and its indirect wholly-owned subsidiaries namely, Retail Crown Pte. Ltd. and the Manager.

4 CLRC is deemed to have an interest in the unitholdings of its direct wholly-owned subsidiary namely, Retail Crown Pte. Ltd..

5 MICM is a U.S. registered investment advisor who has a discretionary authority over its clients’ investment.

6 MIF is deemed to have an interest in the unitholdings of Brown Brothers Harriman & Co, the custodian for Units owned by MIF.

7 AIAGL is deemed to have an interest in the unitholdings of its direct wholly-owned subsidiary namely, AIACL and its indirectwholly-owned subsidiary namely, AIA Singapore Private Limited.

8 AIACL is deemed to have an interest in the unitholdings of its direct wholly-owned subsidiary namely, AIA Singapore PrivateLimited.

FREEFLOAT

Based on the information made available to the Manager, approximately 49.27% of the Units in CRCT

were held in the hands of the public as at 23 February 2015. Accordingly, Rule 723 of the Listing

Manual of the SGX-ST has been complied with.


Name of Mall Address Tel (General) Fax (General)

CapitaMall

Xizhimen

凱德MALL•西直門

No. 1 Xizhimenwai Street,

Xicheng District, Beijing

北京市西城區西直門外大街1號

(86) 10 5830 1111 (86) 10 5830 1599

CapitaMall

Wangjing

凱德MALL•望京

No. 33 Guangshun North Street,

Chaoyang District, Beijing

北京市朝陽區廣順北大街33號

(86) 10 8472 9898 (86) 10 8472 9800

CapitaMall Grand

Canyon

凱德MALL•大峽谷

No.16 South Third Ring West

Road, Fengtai District, Beijing

北京市豐台區南三環西路16號

(86) 10 8756 2780 (86) 10 8526 7556

CapitaMall

Minzhongleyuan

凱德新民眾樂園

No. 704 Zhongshan Avenue,

Jianghan District, Hankou,

Wuhan, Hubei Province

湖北省武漢市漢口江漢區中山大道704號

(86) 27 8553 0108 (86) 27 8537 9137

CapitaMall Qibao

凱德七寶購物廣場No. 3655 Qixin Road, Minhang

District, Shanghai

上海市閔行區七莘路3655號

(86) 21 6479 3030 (86) 21 6479 0808

CapitaMall Saihan

凱德MALL•賽罕No. 26 Ordos Street,

Saihan District, Huhhot,

Inner Mongolia Autonomous Region

內蒙古自治區呼和浩特市賽罕區鄂爾多斯大街26號

(86) 47 1596 1222 (86) 47 1597 1671

CapitaMall Wuhu

凱德廣場•蕪湖No. 37 Zhongshan North Road,

Jinghu District, Wuhu,

Anhui Province

安徽省蕪湖市鏡湖區中山北路37號

(86) 55 3599 1888 (86) 55 3599 1886

CapitaMall Anzhen

凱德MALL•安貞Building 4, Zone 5, Anzhenxili,


北京市朝陽區安貞西里5區4號樓

(86) 10 5879 9001 (86) 10 5879 9009

CapitaMall Erqi

凱德廣場•二七No. 3 Minzhu Road,

Erqi District, Zhengzhou,

Henan Province

河南省鄭州市二七區民主路3號

(86) 27 8359 1800 (86) 27 8359 1818

CapitaMall

Shuangjing

凱德MALL•雙井

No. 31 Guangqu Road,


北京市朝陽區廣渠路31號

(86) 10 5879 9001 (86) 10 5879 9009

.

Malls Directory


Corporate Information

REGISTERED ADDRESS HSBC Institutional Trust Services (Singapore) Limited 21 Collyer Quay #10-02 HSBC Building Singapore 049320 www.capitaretailchina.com Email: [email protected]

Stock Code: AU8UCounter Name: CapitaR China TR

TRUSTEEHSBC Institutional Trust Services (Singapore) Limited 21 Collyer Quay #03-01 HSBC Building Singapore 049320 Tel: +65 6658 6906 Fax: +65 6534 5526

AUDITOR KPMG LLP Public Accountants and Chartered Accountants 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581 Tel: +65 6213 3388 Fax: +65 6225 0984 Partner-In-Charge: Ronald TayAppointed: With effect from financial year ended 31 December 2012

UNIT REGISTRAR Boardroom Corporate & Advisory Services Pte. Ltd. 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Tel: +65 6536 5355 Fax: +65 6536 1360

CAPITARETAIL CHINA TRUST THE MANAGER

This Annual Report to Unitholders may contain forward-looking statements. Forward-looking statement is subject to inherent uncertainties and is based on numerous assumptions. Actual performance, outcomes and results may differ materially from those expressed in forward-looking statements. Representative examples of factors which may cause the actual performance, outcomes and results to differ materially from those in the forward-looking statements include (without limitation) changes in general industry and economic conditions, interest rate trends, cost of capital and capital availability, availability of real estate investment opportunities, competition from other companies, shifts in customers’ demands, changes in operating conditions, including employee wages, benefits and training, governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current views of management on future events. All rights are reserved.

REGISTERED ADDRESS CapitaRetail China Trust Management Limited 168 Robinson Road #30-01 Capital Tower Singapore 068912 Tel: +65 6713 2888 Fax: +65 6713 2999

BOARD OF DIRECTORS Liew Cheng San VictorChairman & Non-Executive Independent Director

Lim Ming YanDeputy Chairman & Non-Executive Non-Independent Director

Fong Heng BooNon-Executive Independent Director

Christopher Gee Kok AunNon-Executive Independent Director

Ng Kok SiongNon-Executive Non-Independent Director

Professor Tan Kong YamNon-Executive Independent Director

Tony Tan Tee HieongChief Executive Officer & Executive Non-Independent Director

AUDIT COMMITTEE Fong Heng Boo ChairmanChristopher Gee Kok AunNg Kok SiongProfessor Tan Kong Yam

CORPORATE DISCLOSURE COMMITTEE Liew Cheng San Victor Chairman Lim Ming YanNg Kok Siong

EXECUTIVE COMMITTEE Lim Ming Yan ChairmanNg Kok Siong Tony Tan Tee Hieong

COMPANY SECRETARY Goh Mei Lan

CapitaRetail China Trust Management LimitedAs Manager of CapitaRetail China TrustCompany Registration No. 200611176D

168 Robinson Road#30-01 Capital TowerSingapore 068912Tel: +65 6713 2888Fax: +65 6713 2999Email: [email protected]

www.capitaretailchina.com

This annual report is printed on environmentally-friendly paper.

Documents

CapitaRetail China Trust - listed companycrct.listedcompany.com/misc/ar2014/ar2014.pdf · KFC, Pizza Hut and BreadTalk. CRCT is managed by an external manager, CapitaRetail China