Name of Interested Person (“IP”) Nature of Relationship Aggregate value of all interested person transactions conducted in FY2023 under the IPT Mandate pursuant to Rule 920 (excluding transactions less than $100,000) $ Subsidiaries and associates of Hong Leong Investment Holdings Pte. Ltd. (“HLIH”) HLIH is a controlling shareholder of the Company. The IPs are associates of HLIH. Property-Related Transactions (a) Provision to Interested Persons of: (i) asset management and advisory services; (ii) cleaning and housekeeping services; (iii) laundry and dry-cleaning services (iv) Fire-safety manager, waste disposal services, engineering services and preventive maintenance services. (b) Lease of premises to Interested Person Management and Support Services Provision of investment management, consultancy services and corporate affairs services by Interested Person 10,411,589 196,800 Total: 10,608,389 Name of Interested Person (“IP”) Nature of Relationship Aggregate value of all interested person transactions in FY 2023 (excluding transactions less than $100,000 and transactions conducted under the IPT Mandate pursuant to Rule 920) $ Subsidiaries and associates of Hong Leong Investment Holdings Pte. Ltd. (“HLIH”) HLIH is a controlling shareholder of the Company. The IPs are associates of HLIH Joint venture shareholders’ loans 35,108,740* (a) Subsidiaries and associates of HLIH, excluding the following: (b) CDL Hospitality Trusts (c) Hong Leong Asia Ltd. Group (d) Hong Leong Finance Limited Group HLIH is a controlling shareholder of the Company. The IPs are associates of HLIH Provision of corporate secretarial services to IPs 527,730 170,835 342,615 421,680 Particulars of interested person transactions required to be disclosed under Rule 907 of the Listing Manual are as follows: Note: * The figure comprises the aggregate value of shareholders’ loans extended to joint venture companies involving interested persons, and where applicable, interest accrued on shareholders’ loans, in FY 2023, which were announced on 28 February 2024 pursuant to Rule 916(3) of the Listing Manual. The shareholders’ loans referred herein have been extended by all the joint venture parties or shareholders in proportion to their respective equity interest in the joint venture and on the same terms and conditions, including the interest rate, if any, accrued or to be accrued on the shareholders’ loans. The above interested person transactions were carried out on normal commercial terms and were not prejudicial to the interests of the Company and its minority shareholders. CORPORATE GOVERNANCE To facilitate and encourage the reporting of such matters, the whistle-blowing policy, together with the dedicated whistle-blowing communication channels (email and postal address as well as toll-free telephone contact numbers in various countries) are available on the Company’s corporate website and intranet and are easily accessible by all employees. The whistle-blowing policy and procedures are reviewed by the ARC from time to time to ensure that they remain current. For more information on the said policy and procedures, please refer to the Company’s corporate website at www. cdl.com.sg. INTERESTED PERSON TRANSACTIONS The Company had obtained shareholders’ approval at its Annual General Meeting held on 26 April 2023 (“2023 AGM”) for the Company, its subsidiaries and its associated companies not listed on SGX-ST or an approved exchange, over which the Company, its subsidiaries and/or interested persons have control, to enter into transactions within the categories of Interested Person Transactions set out in the Company’s Letter to Shareholders dated 28 March 2023 (“Letter to Shareholders”), with such persons within the class or classes of Interested Persons as described in the Letter to Shareholders, provided that such transactions are entered into in accordance with the review procedures set out in the Letter to Shareholders (the “IPT Mandate”). The IPT Mandate is subject to annual renewal by the shareholders. Given that such Interested Person Transactions are expected to occur with some degree of frequency and may arise at any time, and to allow the Group to undertake such transactions in an expeditious manner, shareholders’ approval will be sought at the 2024 AGM for the renewal of the IPT Mandate. The ARC has confirmed that an independent financial adviser’s opinion is not required for the renewal of the IPT Mandate as the methods or procedures for determining the transaction prices of the IPTs conducted under the IPT Mandate have remained appropriate since shareholders approved the renewal of the IPT Mandate at the 2023 AGM, and the methods or procedures continue to be sufficient to ensure that these IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. CORPORATE GOVERNANCE 57 56 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
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