NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2023 NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2023 Principal activity Principal place of business/ Country of incorporation Ownership interest 2023 2022 % % Joint Venture of Millennium & Copthorne Hotels Limited (8) New Unity Holdings Ltd. Investment holding company British Virgin Islands 50 50 (1) Audited by KPMG LLP Singapore (2) Audited by other member firms of KPMG International (3) Audited by Deloitte & Touche LLP (4) Audited by Ernst & Young LLP (5) Audited by BDO China Shu Lun Pan Certified Public Accountants LLP (6) Audited by PricewaterhouseCoopers LLP (7) Audited by Shanghai PricewaterhouseCoopers Zhong Tian LLP (8) Not subject to audit by law of country of incorporation (9) Auditors are not appointed yet (a) Although the Group is the legal owner of the entire equity interests in Cityview Place Holdings Pte. Ltd. (Cityview), the Group has determined that it does not have control over Cityview upon the sale of cash flows in Cityview in 2014 as described below. The Group has significant influence in Cityview through Sunbright Holdings Limited (Sunbright). Accordingly, Cityview is classified as an associate of the Group. On 15 December 2014, Baynes Investment Pte. Ltd. (Baynes), a wholly-owned subsidiary of the Group, sold the Dividends (as defined in the sale and purchase agreement) in its wholly-owned subsidiary, Cityview, to Sunbright. On 22 December 2014, the Group through its wholly-owned subsidiary, Astoria Holdings Limited (Astoria), subscribed for 37.5% interest in a capital instrument called profit participation securities (PPS) issued by Sunbright (comprising 33.3% interest in residential component (Residential Component) and 49% interest in non residential component (Non-Residential Component)). The Group will receive from Sunbright the cash flows purchased from Baynes (after satisfying certain senior ranking liabilities, including capital contributions from the other third party investors (the Third Party Investors) in accordance with a pre-agreed order of priority as set out under the terms of the PPS. In addition, shares of Baynes with an investment amount of $1,502,000 (2022: $1,502,000) was pledged to Sunbright. Under the Investors’ Agreement between Astoria, Third Party Investors and Sunbright, the management of the affairs of Sunbright and its subsidiaries are delegated to the Residential Investment Committee and Non-Residential Investment Committee. The Group had determined that it had significant influence over Sunbright because of its representation on the Investment Committees. Accordingly, Sunbright was considered an associate of the Group. In April 2019, the Group, through its indirect wholly-owned subsidiary, Astoria, acquired the remaining PPS units in the Non-Residential component of Sunbright, which held W Hotel and Quayside Isle. Following the acquisition, the Group has power over the relevant activities of the Non-Residential Component, which became a wholly-owned subsidiary of the Group. In October 2023, Astoria subscribed for 20% of shareholding in Lion Heritage 2 (B.V.I) Limited (LH2), along with a third party investor subscribing for the remaining 80% interest in LH2. LH2 is classified as an associate of the Group. LH2, through its wholly owned subsidiary, Lion Heritage 3 (B.V.I.) Limited (LH3), acquired the remaining PPS units in the Residential Component that the Group does not own from the then-existing third party investor. Following the acquisition, the Group continues to have an interest in the Residential Component from Astoria’s 33.3% direct interest in the Residential Component, and has an indirect interest in the Residential Component from Astoria’s 20% interest in LH2. The Group continues to have significant influence over the Residential Component through its representation in the Residential Component’s Investment Committee, which has not changed. Accordingly, the Residential Component remains as an associate of the Group. (b) CDL Hospitality Trusts (CDLHT) is a stapled group comprising CDL Hospitality Real Estate Investment Trust (H-REIT), a real estate investment trust, and CDL Hospitality Business Trust (HBT), a business trust. H-REIT has an investment strategy of investing directly or indirectly, in a diversified portfolio of income-producing real estate which is primarily used for hospitality, hospitality-related and other accommodation and/or lodging purposes, whether wholly or partially, and real-estate related assets in relation to the foregoing. HBT is a business trust which currently acts as master lessee, asset owner and hotel operator. HBT may also undertake certain hospitality, hospitality-related and other accommodation and/or lodging development projects, acquisition and investments which may not be suitable for H-REIT. Prior to 26 May 2022, although the Group owned less than half of the ownership interest and voting power in CDLHT, management had determined that the Group had control over CDLHT. The activities of H-REIT and HBT are managed by the Group’s subsidiaries, M&C REIT Management Limited (H-REIT Manager) and M&C Business Trust Management Limited (HBT Trustee-Manager), respectively. The H-REIT Manager has decision-making authority over H-REIT, subject to oversight by the trustee of H-REIT. The HBT Trustee-Manager has dual responsibility of safeguarding the interests of the HBT unitholders and decision-making authority over HBT. The Group’s overall exposure to variable returns, both from H-REIT Manager’s and HBT Trustee-Manager’s remuneration from H-REIT and HBT, respectively, together with its interest in CDLHT, was significant and any decisions made by H-REIT Manager and HBT Trustee-Manager affect the Group’s overall exposure. On 26 May 2022, the Group distributed in specie part of the CDLHT units that it held, to the Company’s ordinary shareholders (notes 35 and 39) thereby reducing its interest in CDLHT to 27% . The Group has assessed that the reduction in interest in CDLHT has resulted in the Group no longer having control of CDLHT. Accordingly, CDLHT was deconsolidated and accounted for as an associate thereafter. 44 ASSOCIATES AND JOINT VENTURES (CONT’D) 44 ASSOCIATES AND JOINT VENTURES (CONT’D) (c) Although the Group holds more than 50% ownership interest in the investee, pursuant to a contractual agreement between the Group and its joint venture partner, joint control is exercised by both parties over the relevant activities of the investee. Accordingly, the investee is accounted for as a joint venture of the Group. (d) Although the Group holds less than 50% voting interest in the IREIT Global Group Pte. Ltd. (IREIT Manager), pursuant to a contractual agreement between the Group and its joint venture partner in the IREIT Manager, joint control is exercised by both parties over the relevant activities of the IREIT Manager. Accordingly, the IREIT Manager is accounted for as a joint venture of the Group. The Group does not consider the above associates and joint ventures to be individually material to the Group under the context of SFRS(I) 12 Disclosure of Interests in Other Entities. 45 SUBSEQUENT EVENT On 6 February 2024, the Group, through its indirect wholly-owned subsidiary, White City Investments Limited, entered into a development funding agreement to acquire Yardhouse, a private rented sector development in Central London, for $148.6 million (£88.0 million), comprising land purchase and construction in staged payments as construction progress. The Group will fund the land purchase and construction in staged payments as construction progresses through internal cash resources and bank loans. FINANCIALS FINANCIALS ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED 269 268
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